EX-4.5








Exhibit 4.5




ALLEGHENY TECHNOLOGIES INCORPORATED,

Issuer




and




THE BANK OF NEW YORK MELLON,

Trustee




INDENTURE




Dated as of                                         




Senior Securities




 









 





Table of Contents




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Compliance Certificates and Opinions
	 	 	8	 
	Section 1.03 Form of Documents Delivered to Trustee
	 	 	8	 
	Section 1.04 Acts of Holders; Record Dates
	 	 	9	 
	Section 1.05 Notices, Etc., to Trustee and Company
	 	 	11	 
	Section 1.06 Notice to Holders; Waiver
	 	 	11	 
	Section 1.07 Conflict with Trust Indenture Act
	 	 	11	 
	Section 1.08 Effect of Headings and Table of Contents
	 	 	12	 
	Section 1.09 Successors and Assigns
	 	 	12	 
	Section 1.10 Separability Clause
	 	 	12	 
	Section 1.11 Benefits of Indenture
	 	 	12	 
	Section 1.12 Governing Law
	 	 	13	 
	Section 1.13 Legal Holidays
	 	 	13	 
	Section 1.14 Waiver of Jury Trial
	 	 	13	 
	Section 1.15 Force Majeure
	 	 	13	 
	 
	 	 	 	 
	ARTICLE II SECURITY FORMS
	 	 	13	 
	 
	 	 	 	 
	Section 2.01 Forms Generally
	 	 	13	 
	Section 2.02 Form of Face of Security
	 	 	14	 
	Section 2.03 Form of Reverse of Security
	 	 	16	 
	Section 2.04 Form of Legend for Global Securities
	 	 	19	 
	Section 2.05 Form of Trustee’s Certificate of Authentication
	 	 	19	 
	 
	 	 	 	 
	ARTICLE III THE SECURITIES
	 	 	20	 
	 
	 	 	 	 
	Section 3.01 Amount Unlimited; Issuable in Series
	 	 	20	 
	Section 3.02 Denominations
	 	 	23	 
	Section 3.03 Execution, Authentication, Delivery and Dating
	 	 	23	 
	Section 3.04 Temporary Securities
	 	 	24	 
	Section 3.05 Registration, Registration of Transfer and Exchange
	 	 	25	 
	Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	26	 






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Table of Contents

(continued)




	 	 	 	 	 
	 	 	Page
	Section 3.07 Payment of Interest; Interest Rights Preserved
	 	 	27	 
	Section 3.08 Persons Deemed Owners
	 	 	28	 
	Section 3.09 Cancellation
	 	 	28	 
	Section 3.10 Computation of Interest
	 	 	29	 
	Section 3.11 CUSIP Numbers
	 	 	29	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	29	 
	 
	 	 	 	 
	Section 4.01 Satisfaction and Discharge of Indenture
	 	 	29	 
	Section 4.02 Application of Trust Money
	 	 	30	 
	 
	 	 	 	 
	ARTICLE V REMEDIES
	 	 	30	 
	 
	 	 	 	 
	Section 5.01 Events of Default
	 	 	30	 
	Section 5.02 Acceleration of Maturity; Rescission and Annulment
	 	 	31	 
	Section 5.03 Collection and Suits for Enforcement by Trustee
	 	 	32	 
	Section 5.04 Trustee May File Proofs of Claim
	 	 	33	 
	Section 5.05 Trustee May Enforce Claims Without Possession of Securities
	 	 	33	 
	Section 5.06 Application of Money Collected
	 	 	34	 
	Section 5.07 Limitation on Suits
	 	 	34	 
	Section 5.08 Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert
	 	 	35	 
	Section 5.09 Restoration of Rights and Remedies
	 	 	35	 
	Section 5.10 Rights and Remedies Cumulative
	 	 	35	 
	Section 5.11 Delay or Omission Not Waiver
	 	 	35	 
	Section 5.12 Control by Holders
	 	 	36	 
	Section 5.13 Waiver of Past Defaults
	 	 	36	 
	Section 5.14 Undertaking for Costs
	 	 	36	 
	Section 5.15 Waiver of Usury, Stay or Extension Laws
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VI THE TRUSTEE
	 	 	37	 
	 
	 	 	 	 
	Section 6.01 Duties of Trustee
	 	 	37	 
	Section 6.02 Rights of Trustee
	 	 	38	 
	Section 6.03 Individual Rights of Trustee
	 	 	39	 
	Section 6.04 Trustee’s Disclaimer
	 	 	39	 






ii









 






Table of Contents

(continued)




	 	 	 	 	 
	 	 	Page
	Section 6.05 Notice of Default
	 	 	39	 
	Section 6.06 Reports by Trustee to Holders
	 	 	40	 
	Section 6.07 Compensation and Indemnity
	 	 	40	 
	Section 6.08 Replacement of Trustee
	 	 	41	 
	Section 6.09 Successor Trustee by Merger, Etc
	 	 	42	 
	Section 6.10 Eligibility; Disqualification
	 	 	42	 
	Section 6.11 Preferential Collection of Claims against Company
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	42	 
	 
	 	 	 	 
	Section 7.01 Company to Furnish Trustee Names and Addresses of Holders
	 	 	42	 
	Section 7.02 Preservation of Information; Communications to Holders
	 	 	43	 
	Section 7.03 Reports by Trustee
	 	 	43	 
	Section 7.04 Reports by Company
	 	 	43	 
	 
	 	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	44	 
	 
	 	 	 	 
	Section 8.01 When Company May Merge, Etc
	 	 	44	 
	Section 8.02 Successor Substituted
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	45	 
	 
	 	 	 	 
	Section 9.01 Supplemental Indentures Without Consent of Holders
	 	 	45	 
	Section 9.02 Supplemental Indentures with Consent of Holders
	 	 	46	 
	Section 9.03 Execution of Supplemental Indentures
	 	 	47	 
	Section 9.04 Effect of Supplemental Indentures
	 	 	47	 
	Section 9.05 Conformity with Trust Indenture Act
	 	 	47	 
	Section 9.06 Reference in Securities to Supplemental Indentures
	 	 	47	 
	 
	 	 	 	 
	ARTICLE X COVENANTS
	 	 	48	 
	 
	 	 	 	 
	Section 10.01 Payment of Securities
	 	 	48	 
	Section 10.02 Maintenance of Office or Agency
	 	 	48	 
	Section 10.03 Money for Securities Payments to Be Held in Trust
	 	 	49	 
	Section 10.04 Compliance Certificate; Notice of Default
	 	 	50	 
	Section 10.05 Corporate Existence
	 	 	50	 
	Section 10.06 Waiver of Certain Covenants
	 	 	50	 






iii









 






Table of Contents

(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE XI REDEMPTION OF SECURITIES
	 	 	50	 
	 
	 	 	 	 
	Section 11.01 Applicability of Article
	 	 	50	 
	Section 11.02 Election to Redeem; Notice to Trustee
	 	 	51	 
	Section 11.03 Selection by Trustee of Securities to Be Redeemed
	 	 	51	 
	Section 11.04 Notice of Redemption
	 	 	52	 
	Section 11.05 Deposit of Redemption Price
	 	 	52	 
	Section 11.06 Securities Payable on Redemption Date
	 	 	53	 
	Section 11.07 Securities Redeemed in Part
	 	 	53	 
	 
	 	 	 	 
	ARTICLE XII SINKING FUNDS
	 	 	53	 
	 
	 	 	 	 
	Section 12.01 Applicability of Article
	 	 	53	 
	Section 12.02 Satisfaction of Sinking Fund Payments with Securities
	 	 	54	 
	Section 12.03 Redemption of Securities for Sinking Fund
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
	 	 	54	 
	 
	 	 	 	 
	Section 13.01 Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	54	 
	Section 13.02 Defeasance and Discharge
	 	 	55	 
	Section 13.03 Covenant Defeasance
	 	 	55	 
	Section 13.04 Conditions to Defeasance or Covenant Defeasance
	 	 	55	 
	Section 13.05 Deposited Money and U.S. Government Obligations to be Held
in Trust; Other Miscellaneous Provisions
	 	 	57	 
	Section 13.06 Reinstatement
	 	 	58	 






iv









 





     INDENTURE, dated as of                                         , between Allegheny Technologies Incorporated, a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”), having its principal office as of the date hereof at 1000 Six PPG
Place, Pittsburgh, PA 15222, and The Bank of New York Mellon, a New York banking corporation, as
Trustee (herein called the “Trustee”).



RECITALS OF THE COMPANY




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



     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:



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:



ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION



Section 1.01 Definitions.




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



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



     (2) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein;



     (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, and, except as otherwise herein expressly
provided, the term GAAP with respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted at the date of such computation;



     (4) the words “Article” and “Section” refer to an Article and Section, respectively,
of this
Indenture, unless the context otherwise indicates;



1









 





     (5) 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



     (6) Certain terms used principally in Articles III, V, XII and XIII are defined in those
Articles.



     “Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.



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



     “Bankruptcy Default” has the meaning assigned to such term in Section 5.01.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar Federal, state or foreign law for
the relief of debtors.



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



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



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



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



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman of the Board, any Vice Chairman of the Board, its President or a Vice
President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.



     “Corporate Trust Office” means the principal office of the Trustee in New York, New York at
which at any particular time its corporate trust business shall be administered, which



2









 




office as
of the date hereof is located at 101 Barclay Street — 8th Floor West, New York, NY 10286,
Attn: Corporate Trust Division — Corporate Finance Unit, or such
other address as the Trustee may designate from time to time by
notice to the Company, or principal corporate trust office of any
Successor Trustee (or such other address as such Successor Trustee
may designate from time to time by notice to the Company).




     “Corporation” means a corporation, association, company, joint-stock company or business
trust.



     “Covenant Defeasance” has the meaning specified in Section 13.03.



     “Defaulted Interest” has the meaning specified in Section 3.07.



     “Defeasance” has the meaning specified in Section 13.02.



     “Defeasible Series” has the meaning specified in Section 13.01.



     “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 3.01.



     “Establishment Action” shall mean:



     (i) a resolution duly adopted by the Company’s Board of Directors establishing one or more
series of Securities, authorizing the issuance of any Security and/or authorizing any other action
that may be taken by the Company in connection with this Indenture or the Securities, or



     (ii) a resolution or action by a committee, officer or employee of the Company, establishing
one or more series of Securities, authorizing the issuance of any Security and/or authorizing any
other action that may be taken by the Company in connection with this Indenture or the Securities,
in each case, pursuant to a resolution duly adopted by the Company’s Board of Directors.



     “Event of Default” has the meaning specified in Section 5.01.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any statute successor thereto.



     “GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Financial Accounting Standards Board or in such other statements
by such other entity as have been approved by a significant segment of the accounting profession.



     “Global Security” means a Security that evidences all or part of the Securities of any series
and is authenticated and delivered to, and registered in the name of, the Depositary for such
Securities or a nominee thereof.



     “Holder” means a Person in whose name a Security is registered in the Security Register.



3









 





     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument, and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 3.01.



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



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



     “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.



     “Notice of Default” means a written notice of the kind specified in Section 5.01(4).



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel (who may be counsel for the Company)
who is acceptable to the Trustee.



     “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02.



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



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



     (2) Securities 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; provided that, if such Securities 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;



4









 





     (3) Securities as to which Defeasance has been effected pursuant to Section 13.02; and



5









 





     (4) Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this Indenture, other than
any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon acceleration of the
Maturity thereof to such date pursuant to Section 5.02, (B) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the U.S. dollar
equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of
original issuance of such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of
the amount determined as provided in clause (A) above) of such Security, and (C) Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be Outstanding, unless the Company or any such other obligor or Affiliate of the Company or such other obligor owns all of such Securities,
 except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.



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



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



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



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



6









 





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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.01.



     “Responsible Officer”, when used with respect to the Trustee, means any
officer assigned to the Corporate Trust Division — Corporate
Finance Unit (or any other successor division or unit) of the
Trustee located at the Corporate Trust Office of the Trustee who shall have
direct responsibility for the administration of this Indenture and, for
purposes of Sections 5.12 and 6.01(c)(2) and the last sentence of
Section 6.05 hereof, also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the particular
subject.



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



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.



     “Security Register” and “Security Registrar” have the respective meanings specified in Section
3.05.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to
the Securities of any series shall mean each Trustee with respect to Securities of that series.



     “U.S. Government Obligations” has the meaning specified in Section 13.04.



7









 





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


Section 1.02 Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than the Officers’ Certificate
required by the first paragraph of Section 10.04) shall include



     (1) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;



     (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;



     (3) a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and



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


Section 1.03 Form of Documents Delivered to Trustee.




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



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



8









 




such counsel knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.




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


Section 1.04 Acts of Holders; Record Dates.




     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.



     The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.



     The ownership of Securities shall be proved by the Security Register.



     Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



     The Company may, in the circumstances permitted by the Trust Indenture Act, set any day as the
record date for the purpose of determining the Holders of Outstanding Securities of any series
entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given or taken by Holders of Securities
of such series. With regard to any record date set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date (or their duly appointed agents),
and only such Persons, shall be entitled to give or take the relevant action, whether or not such
Holders remain Holders after such record date. With regard to any action



9









 




that may be given or taken hereunder only by Holders of a requisite principal amount of Outstanding
Securities of any series (or their duly appointed agents) and for which a record date is set
pursuant to this paragraph, the Company may, at its option, set an expiration date after which no
such action purported to be given or taken by any Holder shall be effective hereunder unless given
or taken on or prior to such expiration date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date (or their duly appointed agents). On or
prior to any expiration date set pursuant to this paragraph, the Company may, on one or more
occasions at its option, extend such date to any later date. Nothing in this paragraph shall
prevent any Holder (or any duly appointed agent thereof) from giving or taking, after any such
expiration date, any action identical to, or, at any time, contrary to or different from, the
action or purported action to which such expiration date relates, in which event the Company may
set a record date in respect thereof pursuant to this paragraph. Nothing in this paragraph shall be
construed to render ineffective any action taken at any time by the Holders (or their duly
appointed agents) of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is so taken. Notwithstanding the foregoing or the Trust Indenture
Act, the Company shall not set a record date for, and the provisions of this paragraph shall not
apply with respect to, any notice, declaration or direction referred to in the next paragraph.




     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default
with respect to Securities of such series has occurred and is continuing and the Trustee shall not
have given such a declaration to the Company, (iii) any request to institute proceedings referred
to in Section 5.07(2) or (iv) any direction referred to in Section 5.12, in each case with respect
to Securities of such series. Promptly after any record date is set pursuant to this paragraph, the
Trustee shall notify the Company and the Holders of Outstanding Series of such series of any such
record date so fixed and the proposed action. The Holders of Outstanding Securities of such series
on such record date (or their duly appointed agents), and only such Persons, shall be entitled to
join in such notice, declaration or direction, whether or not such Holders remain Holders after
such record date; provided that, unless such notice, declaration or direction shall have
become effective by virtue of Holders of the requisite principal amount of Outstanding Securities
of such series on such record date (or their duly appointed agents) having joined therein on or
prior to the 90th day after such record date, such notice, declaration or direction shall
automatically and without any action by any Person be cancelled and of no further effect. Nothing
in this paragraph shall be construed to prevent a Holder (or a duly appointed agent thereof) from
giving, before or after the expiration of such 90-day period, a notice, declaration or direction
contrary to or different from, or, after the expiration of such period, identical to, the notice,
declaration or direction to which such record date relates, in which event a new record date in
respect thereof shall be set pursuant to this paragraph. Nothing in this paragraph shall be
construed to render ineffective any notice, declaration or direction of the type referred to in
this paragraph given at any time to the Trustee and the Company by Holders (or their duly appointed
agents) of the requisite principal amount of Outstanding Securities of the relevant series on the
date such notice, declaration or direction is so given.



     Without limiting the foregoing, a Holder entitled hereunder to give or take any action
hereunder with regard to any particular Security may do so with regard to all or any part of the



10









 




principal amount of such Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any different part of such principal amount.



Section 1.05 Notices, Etc., to Trustee and Company.




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



     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the
Trustee at its Corporate Trust Office, Attention: Corporate Finance Unit, or



     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its principal office specified in
the first paragraph of this instrument or at any other address previously furnished in writing to
the Trustee by the Company.


Section 1.06 Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. 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.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.



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


Section 1.07 Conflict with Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be deemed



11









 




to apply to this Indenture as so modified or to be excluded, as the case may be. Wherever this
Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by
reference in and made a part of this Indenture.




     The following Trust Indenture Act terms used in this Indenture have the following meanings:



     “commission” means the United States Securities and Exchange Commission;



     “indenture securities” means the Securities;



     “indenture security holder” means a Holder;



     “indenture to be qualified” means this Indenture;



     “indenture trustee” or “institutional trustee” means the Trustee; and



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



     All other Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined by the Trust Indenture Act referenced to another statute or defined by any
Commission rule and not otherwise defined herein have the meanings defined to them thereby.


Section 1.08 Effect of Headings and Table of Contents.




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


Section 1.09 Successors and Assigns.




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


Section 1.10 Separability Clause.




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


Section 1.11 Benefits of Indenture.




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



12









 





Section 1.12 Governing Law.




     This Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York.



Section 1.13 Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of the Securities of any
series which specifically states that such provision shall apply in lieu of this Section)) payment
of interest or principal (and premium, if any) need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the intervening period.



Section 1.14 Waiver of Jury Trial.




     EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A SECURITY BY ITS ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



Section 1.15 Force Majeure.




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



ARTICLE II

SECURITY FORMS




Section 2.01 Forms Generally.




     The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to an Establishment Action or in one or
more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed



13









 




thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is established by action
taken pursuant to an Establishment Action, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at
or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication
and delivery of such Securities.




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



Section 2.02 Form of Face of Security.




     [Insert any legend required by the Internal Revenue Code and the regulations thereunder.]



     [Insert Global Security legend if required.]



ALLEGHENY TECHNOLOGIES INCORPORATED

                                                                                




	 	 	 
	No.                                        

	 	$                    






     Allegheny Technologies Incorporated, a corporation duly organized and existing under the laws
of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to                                                             ,
or registered assigns, the principal sum of
             
            
               
           
              
               
Dollars on                                                                              
                                   
          [if the Security is to bear interest prior to
Maturity, insert —, and to pay interest thereon from                                                              or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on                      and                      in each year, commencing                     , at the rate of       
              % per annum, until the principal hereof is paid or made available for payment [if
applicable, insert —, and at the rate of                     % per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the                      or                      (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the



14









 




requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].




     [If the Security is not to bear interest prior to Maturity, insert — The principal of
this Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the rate of                     % per annum, which shall
accrue from the date of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on demand. Any such
interest on any overdue principal that is not so paid on demand shall bear interest at the rate of
                    % per annum, which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for, and such interest
shall also be payable on demand.]



     Payment of the principal of (and premium, if any) and [if applicable, insert — any
such] interest on this Security will be made at the office or agency of the Company maintained for
that purpose in                                         , in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert —; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register] [if applicable,
insert — ; provided, however, that any such payment in respect of a Global
Security shall be made in same-day funds to the applicable Depositary].



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated:



	 	 	 	 	 	 	 
	 	 	ALLEGHENY TECHNOLOGIES
INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






	 	 	 
	Attest:
	 	 
	 
	 	 
	 


	 	 






15









 






     [Insert Trustee’s certificate of authentication.]


Section 2.03 Form of Reverse of Security.




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
          
          
           
         ,
20             
       
(herein called the “Indenture”), between the Company and     
                
         
           ,
as Trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [if applicable, insert —, limited in aggregate principal
amount to $        
            ].



     [If applicable, insert legend regarding conversion procedures]



     [If applicable, insert — The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days’ notice by mail, [if applicable, insert — (1) on
                     in any year commencing with the year                      and
ending with the year                      through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert — on or after                     , 20___], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [if applicable, insert — on or before                                         , ___%, and
if redeemed] during the 12-month period beginning                                          of the years indicated,



	 	 	 	 	 
	 	 	 	 	Redemption
	Year
	 	 	 	Price
	 

	 	 	 	 








and thereafter at a Redemption Price equal to                     % of the principal
amount, together in the case of any such redemption [if applicable, insert — (whether
through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof, all as provided in
the Indenture.



     [If applicable, insert — The Securities of this series are subject to redemption upon
not less than 30 nor more than 60 days’ notice by mail, (1) on                      in any
year commencing with the year                      and ending with the year                     
through operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below, and (2) at any time [if applicable, insert — on or after                     ],
as a whole or in part, at the election of the Company, at the Redemption
Prices for redemption otherwise than through operation of



16









 




the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month
period beginning                      of the years indicated,




	 	 	 	 	 
	 

	 	Redemption Price
	 	Redemption Price For
	 

	 	For Redemption
	 	Redemption Otherwise
	 

	 	Through Operation
	 	Than Through Operation
	Year

	 	of the Sinking Fund
	 	of the Sinking Fund
	 

	 	 
	 	 





and thereafter at a Redemption Price equal to                     % of the principal
amount, together in the case of any such redemption (whether through operation of the sinking fund
or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture.]



     [If applicable, insert — The sinking fund for this series provides for the redemption
on                                          in each year beginning with the year                     
and ending with the year                      of [if applicable,
insert — not less than $                                         (“mandatory sinking
fund”) and not more than] $                                         aggregate principal
amount of Securities of this series. Securities of this series acquired or redeemed by the Company
otherwise than through [if applicable, insert — mandatory] sinking fund payments [if
applicable, insert — and Securities surrendered for conversion] may be credited against
subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to
be made [if applicable, insert — in the inverse order in which they become due].



     [If the Security is subject to redemption of any kind, insert — In the event of
redemption of this Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]



     [If applicable, insert — The Indenture contains provisions for defeasance at any time
of [(1) the entire indebtedness of this Security or (2)] certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with certain conditions set
forth in the Indenture.]



     [If the Security is not an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, the principal of
the Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]



     [If the Security is an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture. Such amount shall be equal to — insert formula for
determining the amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest all of the Company’s obligations
in respect



17









 




of the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]




     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



18









 





     The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company or the Security Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



Section 2.04 Form of Legend for Global Securities.




     Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:



     This Security is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee thereof. This Security may not be
transferred to, or registered or exchanged for Securities registered in the name of, any Person
other than the Depositary or a nominee thereof and no such transfer may be registered, except in
the limited circumstances described in the Indenture. Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in lieu of, this Security shall be a Global
Security subject to the foregoing, except in such limited circumstances.



Section 2.05 Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificates of authentication shall be in substantially the following form:



19









 





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



	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 






ARTICLE III

THE SECURITIES




Section 3.01 Amount Unlimited; Issuable in Series.




     The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



     The Securities may be issued in one or more series. There shall be established in or pursuant
to an Establishment Action and, subject to Section 3.03, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,



     (1) the title of the Securities of the series, including CUSIP Numbers (which shall
distinguish the Securities of the series from Securities of any other series);



     (2) any limit upon the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant
to Section 3.03, are deemed never to have been authenticated and delivered hereunder);



     (3) the Person to whom any interest on a Security of the series shall be payable, if other
than the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest;



     (4) the date or dates on which the principal of the Securities of the series is payable;



     (5) the rate or rates at which the Securities of the series shall bear interest, if any, the
date or dates from which such interest shall accrue, the Interest Payment Dates on which any



20









 




such interest shall be payable and the Regular Record Date for any interest payable on any Interest
Payment Date;




     (6) the place or places where the principal of and any premium and interest on Securities of
the series shall be payable;



     (7) the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the option
of the Company;



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



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



     (10) the currency, currencies or currency units in which payment of the principal of and any
premium and interest on any Securities of the series shall be payable if other than the currency of
the United States of America and the manner of determining the equivalent thereof in the currency
of the United States of America for purposes of the definition of “Outstanding” in Section 1.01;



     (11) if the amount of payments of principal of or any premium or interest on any Securities of
the series may be determined with reference to an index, the manner in which such amounts shall be
determined;



     (12) if the principal of or any premium or interest on any Securities of the series is to be
payable, at the election of the Company or a Holder thereof, in one or more currencies or currency
units other than that or those in which the Securities are stated to be payable, the currency,
currencies or currency units in which payment of the principal of and any premium and interest on
Securities of such series as to which such election is made shall be payable, and the periods
within which and the terms and conditions upon which such election is to be made;



     (13) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.02;



     (14) if applicable, that the provisions of Article IV shall not apply to the Securities of the
series;



     (15) if applicable, that the Securities of the series shall be subject to either or both of
Defeasance or Covenant Defeasance as provided in Article XIII; provided that no series of



21









 




Securities that is convertible into or exchangeable for any other securities pursuant to Section
3.01(16) shall be subject to Defeasance pursuant to Section 13.02;




     (16) if and as applicable, that the Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries
for such Global Security or Global Securities and any circumstances other than those set forth in
Section 3.05 in which any such Global Security may be transferred to, and registered and exchanged
for Securities registered in the name of, a Person other than the Depositary for such Global
Security or a nominee thereof and in which any such transfer may be registered;



     (17) the terms and conditions, if any, pursuant to which the Securities are convertible into
or exchangeable for any other securities;



     (18) any addition to or change in the covenants set forth in Article X which applies to
Securities of the series; and



     (19) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 9.01(5)).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to an Establishment Action referred to above
and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



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



     Subject to any limitation imposed in accordance with paragraph (2) above, the Company may,
from time to time, by an Establishment Action and subject to compliance with any other applicable
provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this
Indenture additional securities of any series of Securities (“Add On Securities”) having
terms and conditions identical to those of such series of Outstanding Securities, except that such
Add On Securities:



     (i) may have a different issue date from such series of Outstanding Securities;



     (ii) may have a different amount of interest payable on the first Interest Payment Date after
issuance than is payable on such series of Outstanding Securities; and



     (iii) may have terms specified in such Establishment Action for such Add On Securities making
appropriate adjustments to this Article III applicable to such Add On Securities in order to
conform to and ensure compliance with the Securities Act (or applicable securities laws) which are
not adverse in any material respect to the Holder of any Outstanding



22









 




Securities (other than such Add On Securities) and which shall not affect the rights or duties of the Trustee.




Section 3.02 Denominations.




     The Securities of each series shall be issuable only in registered form without coupons in
such denominations as shall be specified as contemplated by Section 3.01. In the absence of any
such specified denomination with respect to the Securities of any series, the Securities of such
series shall be issuable in denominations of $1,000 and any integral multiple thereof.



Section 3.03 Execution, Authentication, Delivery and Dating.




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



     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and delivery of such
Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any Series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established in or
pursuant to one or more Establishment Actions as permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be provided with, and (subject to Section 6.01)
shall be fully protected in relying upon, an Opinion of Counsel stating,



     (1) if the form of such Securities has been established by an Establishment Action as
permitted by Section 2.01, that such form has been established in conformity with the provisions of
this Indenture;



     (2) if the terms of such Securities have been established by an Establishment Action as
permitted by Section 3.01, that such terms have been established in conformity with the provisions
of this Indenture; and



     (3) that such Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.



23









 




If such form or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.




     Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such documents are delivered at or prior
to the authentication upon original issuance of the first Security of such series to be issued.



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09,
for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture.



Section 3.04 Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor. Until so exchanged the temporary Securities



24









 




of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series and tenor.




Section 3.05 Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place
of Payment being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided.



     Upon surrender for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of a like aggregate principal
amount and tenor.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of a like aggregate principal amount and
tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.



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



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company or Security Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving
any transfer.



     The Company shall not be required (1) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 11.03 and ending at the close of business on the day of such mailing, or (2) to



25









 




register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.




     Notwithstanding any other provision in this Indenture, no Global Security may be transferred
to, or registered or exchanged for Securities registered in the name of, any Person other than the
Depositary for such Global Security or any nominee thereof, and no such transfer may be registered,
unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as
Depositary for such Global Security and the Company does not appoint
a successor Depositary within 90 days after receiving such
notice or (B) has ceased to be a clearing agency registered under the
Exchange Act and the Company does not appoint a successor Depositary
within 90 days after becoming aware that the Depositary has
ceased to be registered as a clearing agency, (2) the Company executes and delivers to the Trustee a Company Order that such Global
Security shall be so transferable, registrable and exchangeable, and such transfers shall be
registrable, (3) there shall have occurred and be continuing an Event of Default with respect to
the Securities evidenced by such Global Security or (4) there shall exist such other circumstances,
if any, as have been specified for this purpose as contemplated by Section 3.01. Notwithstanding
any other provision in this Indenture, a Global
Security to which the restriction set forth in the preceding sentence shall have ceased to apply
may be transferred only to, and may be registered and exchanged for Securities registered only in
the name or names of, such Person or Persons as the Depositary for such Global Security shall have
directed and no transfer thereof other than such a transfer may be registered.



     Every Security authenticated and delivered upon registration of transfer of, or in exchange
for or in lieu of, a Global Security to which the restriction set forth in the first sentence of
the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or
11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global
Security.



Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding.



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



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



     Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed




26











 




in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.




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



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



Section 3.07 Payment of Interest; Interest Rights Preserved.




     Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.



     Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest, which
shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of
the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify
the Company of such Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at
his address as it appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such



27









 







Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (2).



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



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




Section 3.08 Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such 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.



     Owners of beneficial interests in the Securities evidenced by a Global Security will not be
entitled to any rights under this Indenture with respect to such Global Security, and the
Depositary or its nominee may be treated by the Company and the Trustee and any agent of the
Company or the Trustee, as the owner and Holder of such Global Security for all purposes
whatsoever. None of the Company, the Trustee or any other agent of the Company or of the Trustee
shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. None of the
Company, the Trustee, any agent of the Company or of the Trustee shall have any responsibility or
liability to any Person for any acts or omissions of the Depositary or its nominee in respect of a
Global Security, for the records of any such Depositary, including records in respect of beneficial
ownership interests in respect of such Global Security, for any transactions between such
Depositary and any participant or indirect participant in such Depositary or between or among such
Depositary, any participant or indirect participant in such Depositary and/or any Holder or owner
of a beneficial interest in such Global Security, or for any transfers of beneficial interests in
any such Global Security. Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Trustee or any agent from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or its nominee or impair, as between the Depositary or
its nominee and such owners of beneficial interests, the operation of customary practices governing
the exercise of the rights of the Depositary or its nominee as Holder of any Global Security.




Section 3.09 Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer or exchange or
conversion or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in its customary manner.



28









 





Section 3.10 Computation of Interest.




     Except as otherwise specified as contemplated by 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 CUSIP Numbers.




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



ARTICLE IV

SATISFACTION AND DISCHARGE




Section 4.01 Satisfaction and Discharge of Indenture.




     Unless otherwise specified with respect to a series of Securities in accordance with Section
3.01, this Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of conversion, registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when



     (1) either




     (A) all Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust) have been delivered to the Trustee for cancellation; or




     (B) all such Securities not theretofore delivered to the Trustee for cancellation




     (i) have become due and payable, or




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



29









 






     (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;



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



     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07, and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under
Section 4.02 shall survive such satisfaction and discharge.



Section 4.02 Application of Trust Money.




     All money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and
any premium and interest for whose payment such money has been deposited with the Trustee.



ARTICLE V

REMEDIES




Section 5.01 Events of Default.




     “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):



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



30









 





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



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



     (4) default in the performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that series), and continuance
of such default or breach for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder;



     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable
Bankruptcy Law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or
in respect of the Company under any applicable Federal or State law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or
of any substantial part of its property, or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 60 consecutive days;



     (6) the commencement by the Company of a voluntary case or proceeding under any applicable
Bankruptcy Law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable Federal or State law, or the
consent by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the Company in furtherance of any such
action (an event of default specified in clause (5) or (6), a “Bankruptcy Default”); or



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



Section 5.02 Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default, other than a Bankruptcy Default, with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the



31









 







Holders of not less than 25% in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if any of the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately due and payable.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if



     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay



          (A) all overdue interest on all Securities of that series,




          (B) the principal of (and premium, if any, on) any Securities of that series which have become
due otherwise than by such declaration of acceleration and any interest thereon at the rate or
rates prescribed therefor in such Securities,





     (C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and



     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 5.13.


No such rescission shall affect any subsequent default or impair any right consequent thereon.




     If a Bankruptcy Default occurs, the principal of and accrued but unpaid interest on all
Securities then outstanding will become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.



Section 5.03 Collection and Suits for Enforcement by Trustee.




     The Company covenants that if:



     (1) default is made in the payment of any interest on any Security when such interest becomes
due and payable and such default continues for a period of 30 days, or



32









 





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



the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.



     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem necessary to protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or
to enforce any other proper remedy.



Section 5.04 Trustee May File Proofs of Claim.




     In case of any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.07.



     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other
similar committee.



Section 5.05 Trustee May Enforce Claims Without Possession of Securities.




     All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee



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shall be brought in its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.



Section 5.06 Application of Money Collected.




     Any
money collected by the Trustee pursuant to this Article, and any money or
other property distributable in respect of the Company’s
obligations under this Indenture after an Event of Default, shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or any premium or interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:



     FIRST:
To the payment of all amounts due the Trustee (including any
predecessor Trustee) under Section 6.07;



     SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and
interest on the Securities in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the amounts due and
payable on such Securities for principal and any premium and interest, respectively; and



     THIRD: To the Company.



Section 5.07 Limitation on Suits.




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



     (1) such Holder has previously given written notice to the Trustee of a continuing Event of
Default with respect to the Securities of that series;



     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that
series shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;



     (3) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with such request;



     (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and



     (5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of that series;



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it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such Holders.




Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.



Section 5.09 Restoration of Rights and Remedies.




     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding had been
instituted.



Section 5.10 Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



Section 5.11 Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



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Section 5.12 Control by Holders.




     The Holders of a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series, provided that



     (1) such direction shall not be in conflict with any rule of law or with this Indenture,



     (2) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and



     (3) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible Officer or Officers
of the Trustee, determine that the proceedings so directed would involve the Trustee in personal
liability.



Section 5.13 Waiver of Past Defaults.




     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default



     (1) in the payment of the principal of or any premium or interest on any Security of such
series, or



     (2) in respect of a covenant or provision hereof which under Article IX cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such series affected.



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



Section 5.14 Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, including reasonable attorney’s fees and expenses, in
the manner and to the extent provided in the Trust Indenture Act; provided that neither
this Section nor the Trust Indenture Act shall apply to any suit instituted by the Trustee, to any
suit instituted by any Holders of the Securities, or group of Holders of the Securities, holding in
the aggregate more than 10% of principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder of the Outstanding Securities for the enforcement of the payment
of principal of or interest on, or the conversion of, any Outstanding Securities held by such
Holder,



36









 







on or after the respective due dates expressed in such Outstanding Securities; and
provided, further, that neither this Section nor the Trust Indenture Act shall be
deemed to authorize any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.



Section 5.15 Waiver of Usury, Stay or Extension Laws.




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



ARTICLE VI

THE TRUSTEE




     The Trustee hereby accepts the trust imposed upon it by this Indenture and covenants and
agrees to perform the same, as herein expressed.



Section 6.01 Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances in the conduct of
his own affairs.



     (b) Except during the continuance of an Event of Default:




     (1) The Trustee need perform only those duties as are specifically set forth in this
Indenture and no others, and no covenants or obligations shall be implied in or read into
this Indenture.




     (2) In the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they substantially conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts, statements, opinions or
conclusions stated therein).



37









 





     (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




     (1)
This paragraph does not limit the effect of paragraph (b) or (d) of this Section 6.01.




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




     (3) The Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 5.12.



     (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or to
take or omit to take any action under this Indenture.



     (e) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c), (d) and (f) of this Section 6.01.



     (f) The
Trustee shall not be liable for interest on, or for investment of, any assets received by it except as the
Trustee may agree in writing with the Company. Assets held in trust by the Trustee need not be
segregated from other assets except to the extent required by law.



Section 6.02 Rights of Trustee.




     Subject to Section 6.01:



     (a) The Trustee may conclusively rely on any document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in any document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such certificate or opinion.



     (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



     (d) The
Trustee shall not be liable for any action it takes, suffers to exist or omits to take in good faith
which it believes to be authorized or within its rights or powers.



     (e) The Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction,
consent, order, bond, debenture, or other paper or document, but the Trustee, in its discretion,



38









 







may make such further inquiry or investigation into such facts or matters as it may see fit and, if
the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of any kind by reason
of such investigation.



     (f) The Trustee may consult with counsel of its selection and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection of any action taken,
suffered or omitted by in hereunder in good faith and in reliance thereon.



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



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



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





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



     (k) Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for
special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but
not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such
loss or damage and regardless of the form of action.













Section 6.03 Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee. Any Paying Agent or Security Registrar may do the same with like
rights. However, the Trustee must comply with Sections 6.08, 6.09 and 6.10.



Section 6.04 Trustee’s Disclaimer.




     The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities and it shall not be accountable for the Company’s use of the proceeds from the
Securities, and it shall not be responsible for any statement in the Securities, other than the
Trustee’s certificate of authentication, all of which statements
shall be taken as the statements of the Company, or the use or application of any funds received by a
Paying Agent other than the Trustee.



Section 6.05 Notice of Default.




     If an Event of Default with respect to Securities of any series occurs and is continuing and
if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Holder of
Securities of such series notice of the uncured Event of Default within 90 days after such



39









 







Event of Default occurs. Except in the case of an Event of Default in payment of principal (or
premium, if any) of, or interest on, any Security, the Trustee may withhold the notice if and so
long as a Responsible Officer in good faith determines that withholding the notice is in the
interest of the Holders of Securities of such series.



Section 6.06 Reports by Trustee to Holders.




     Within 60 days after each February 15 beginning with the February 15 following the date of
this Indenture, the Trustee shall mail to each Holder a brief report dated as of such February 15
that complies with Trust Indenture Act Section 313(a) if such report is required by such Trust
Indenture Act Section 313(a). The Trustee also shall comply with Trust Indenture Act Sections
313(b) and 313(c).



     The Company shall promptly notify the Trustee in writing if the Securities of any series
become listed on any stock exchange or automatic quotation system.



     A copy of each report at the time of its mailing to Holders shall be mailed to the Company and
filed with the Commission and each stock exchange, if any, on which the Securities are listed.



Section 6.07 Compensation and Indemnity.




     The Company shall pay to the Trustee from time to time such compensation for its services as
the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable disbursements, expenses and advances incurred
or made by it. Such expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee’s agents, accountants, experts and counsel.



     The Company shall indemnify each of the Trustee (in its capacity as Trustee) and any
predecessor Trustee and each of their respective officers, directors,
employees, attorneys-in-fact and agents
for, and hold it harmless against, any and all loss, liability, claim, damage, demand, expense (including but not limited to
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel), loss,
charges (including taxes (other than taxes based upon the income of the Trustee)) or liability
incurred by them without gross negligence or bad faith on its part, arising out of or in connection with
the acceptance or administration of this trust and their rights or duties hereunder including the
reasonable costs and expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify
the Company promptly of any claim asserted against the Trustee for
which it may seek indemnity; provided, however, that the failure to
so notify the Company shall not offset the Company’s
indemnification obligations hereunder. The
Company shall defend the claim and the Trustee shall provide reasonable cooperation at the
Company’s expense in the defense. The Trustee may have 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 written consent which consent shall not be unreasonably withheld. The Company need not
reimburse any expense or indemnify against any loss or liability to the extent incurred by the
Trustee as determined by a court of



40









 







competent jurisdiction to have been caused by its own gross negligence, bad faith or willful misconduct.



     To secure the Company’s payment obligations in this Section 6.07, the Trustee shall have a
lien prior to the Securities on all assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay principal and premium, if any, of or interest on
particular Securities.



     In addition to and without prejudice to its other rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in
Section 5.01(5) or (6) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.



     The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive
the resignation or removal of the Trustee, the discharge of the Company’s obligations pursuant to
Article IV of this Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.



Section 6.08 Replacement of Trustee.




     The Trustee may resign at any time with respect to the Securities of one or more series by so
notifying the Company in writing. The Holder or Holders of a majority in principal amount of the
outstanding Securities of a series may remove the Trustee with respect to Securities of such series
by so notifying the Company and the Trustee in writing and may appoint a successor trustee with
respect to Securities of such series with the Company’s consent. The Company may remove the Trustee
if:



     (1) the Trustee fails to comply with Section 6.10;



     (2) the Trustee is adjudged bankrupt or insolvent;



     (3) a receiver, custodian, or other public officer takes charge of the Trustee or its
property; or



     (4) the Trustee becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee, with
respect to the Securities of one or more series, for any reason, the Company shall promptly appoint
a successor Trustee, with respect to Securities of that or those series. Within one year after the
successor Trustee with respect to a series of Securities takes office, the Holder or Holders of a
majority in principal amount of the Securities of such series may appoint a successor Trustee with
respect to such series to replace the successor Trustee appointed by the Company.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Immediately after that and provided that all sums owing to the Trustee
provided for in Section 6.07 have been paid, the retiring Trustee shall transfer all



41









 







property held by it as Trustee with respect to such series of Securities to the successor Trustee,
subject to the lien provided in Section 6.07, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of
the Trustee under this Indenture. A successor Trustee with respect to one or more series of
Securities shall mail notice of its succession to each Holder of Securities of that or those
series.



     If a successor Trustee with respect to a series of Securities does not take office within 60
days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holder or Holders of at least 10% in principal amount of the outstanding Securities of that series
may petition at the expense of the Company any court of competent jurisdiction for the appointment
of a successor Trustee with respect to such series.



     If the Trustee fails to comply with Section 6.10, any Holder of Securities of a series may
petition any court of competent jurisdiction for the removal of the Trustee with respect to such
series and the appointment of a successor Trustee with respect to such series.



     Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the Company’s
obligations under Section 6.07 and the lien provided for therein shall continue for the benefit of the retiring Trustee.



Section 6.09 Successor Trustee by Merger, Etc.




     If the Trustee consolidates with, merges or converts with or into, or transfers all or substantially
all of its corporate trust business to, another Person, the resulting, surviving or transferee
Person without any further act shall, if such resulting, surviving or transferee Person
is otherwise eligible hereunder, be the successor Trustee.



Section 6.10 Eligibility; Disqualification.




     The Trustee shall at all times satisfy the requirements of Trust Indenture Act Section
310(a)(1) and Trust Indenture Act Section 310(a)(5). The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with Trust Indenture Act Section 310(b).



Section 6.11 Preferential Collection of Claims against Company.




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



ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 7.01 Company to Furnish Trustee Names and Addresses of Holders.




     The Company will furnish or cause to be furnished to the Trustee:



42









 





     (1) semi-annually, not more than 15 days after each Regular Record Date, a list for each
series of Securities, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of such series as of the Regular Record Date, as the case
may be, and



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


excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.




Section 7.02 Preservation of Information; Communications to Holders.




     The Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01
upon receipt of a new list so furnished.



     The rights of the Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



Section 7.03 Reports by Trustee.




     The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.



     A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the Commission and with
the Company. The Company will notify the Trustee when any Securities are listed on any stock
exchange or delisted therefrom.



Section 7.04 Reports by Company.




     The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to such Act;



43









 




provided that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed
with the Trustee within 15 days after the same is so required to be filed with the Commission.
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 Officer’s Certificates). All information, documents and reports described in this Section 7.04 and filed with
the Commission pursuant to its Electronic  Data Gathering, Analysis, and Retrieval system or any successor system shall be
deemed to be filed with the Trustee as of the time they are filed via such system.




ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




Section 8.01 When Company May Merge, Etc.




     The Company may not, in a single transaction or through a series of related transactions,
consolidate with or merge with or into any other Person, or, directly or indirectly, sell or convey
all or substantially all of its properties and assets to another Person or group of affiliated Persons, unless:



     (1) the Company shall be the continuing Person, or the Person (if other than the Company)
formed by such consolidation or into which the Company is merged or to which all or substantially
all of the properties and assets of the Company are sold or conveyed (the Company or such other Person
being hereinafter referred to as the “Surviving Person”), shall be organized and validly existing
under the laws of the United States, any State thereof or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture;



     (2) immediately after giving effect to such transaction and the assumption of the obligations
as set forth in clause (1), above, no Event of Default shall have occurred and be continuing; and



     (3) the Company
has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, assignment, or transfer and such supplemental indenture comply with
this Article VIII and that all conditions precedent herein provided relating to such transaction
have been satisfied.




Section 8.02 Successor Substituted.




44









 








     Upon any consolidation or merger, or any transfer of assets in accordance with Section 8.01,
the Surviving Person formed by such consolidation or into which the Company is merged or to which
such transfer 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 Surviving Person had
been named as the Company herein. When a Surviving Person duly assumes all of the obligations of
the Company pursuant hereto and pursuant to the Securities, the predecessor shall be relieved of
the performance and observance of all obligations and covenants of this Indenture and the
Securities, including but not limited to the obligation to make payment of the principal of and
interest, if any, on all the Securities then outstanding, and the Company may thereupon or any time
thereafter be liquidated and dissolved.



ARTICLE IX

SUPPLEMENTAL INDENTURES




Section 9.01 Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders, the Company, when authorized by an Establishment Action,
and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:



     (1) to evidence the succession of another Person to the Company pursuant to Article VIII and
the assumption by any such successor of the covenants of the Company herein and in the Securities;



     (2) to add to the covenants of the Company for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company;



     (3) to add any additional Events of Default;



     (4) to add to or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons, or to permit or facilitate the
issuance of Securities in uncertificated form;



     (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one
or more series of Securities, provided that any such addition, change or elimination (A)
shall neither (i) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of
the Holder of any such Security with respect to such provision or (B) shall become effective only
when there is no such Security Outstanding;



     (6) to secure the Securities pursuant to the requirements of Article X or otherwise;



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     (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01
and 3.01;



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



     (9) to
cure any ambiguity, or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein; or



     (10) or to make any other provisions with
respect to matters or questions arising under this Indenture, provided that such action
pursuant to this clause (10) shall not adversely affect the interests of the Holders of Securities
of any series.



Section 9.02 Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by an Establishment
Action, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected thereby,



     (1) change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate of interest or the
time of payment of interest thereon or any premium payable upon the redemption thereof, or reduce
the amount of the principal of an Original Issue Discount Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change the
coin or currency in which, any Security or any premium or interest thereon is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption
Date), or adversely affect any rights of the Holders of Securities to
require the Company to repay or repurchase the Securities, or



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



     (3) modify any of the provisions of this Section or Section 5.13, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected thereby,
provided, however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant changes in
this



46









 







Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and
9.01(8), or



     (4) change any obligation of the Company to maintain an office or agency, or



     (5) change any obligation of the Company to pay additional amounts, or



     (6) adversely affect any right of repayment or repurchase at the option of the Holder, or



     (7) reduce or postpone any sinking fund or similar provision.


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




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



Section 9.03 Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be provided with, and (subject to Section 6.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.



Section 9.04 Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.



Section 9.05 Conformity with Trust Indenture Act.




     Every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.



Section 9.06 Reference in Securities to Supplemental Indentures.




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     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series.



ARTICLE X

COVENANTS




Section 10.01 Payment of Securities.




     The Company covenants and agrees for the benefit of each series of Securities that it will pay
the principal of and interest on the Securities of that series on the dates and in the manner
provided in the Securities of that series and this Indenture. An installment of principal, premium,
if any, or interest on the Securities shall be considered paid on the date it is due if the Trustee
or Paying Agent (other than the Company or an Affiliate of the Company) holds for the benefit of
the Holders, on that date, immediately available funds deposited and designated for and sufficient
to pay the installment. The Company shall pay interest on overdue principal and on overdue
installments of interest at the rate specified in the Securities compounded semi-annually, to the
extent lawful.



Section 10.02 Maintenance of Office or Agency.




     The Company shall maintain in the Place of Payment for any series of Securities, an office or
agency where Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that series and this
Indenture may be served and, in the case of any series of Securities that is convertible or
exchangeable for any other securities pursuant to Section 3.01(16), where Securities can be
surrendered for conversion or exchange. The Company shall 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.



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



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initially designates the principal corporate trust office of the Trustee as such office of the
Company.



Section 10.03 Money for Securities Payments to Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or interest on
any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the Securities of that series)
in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.



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



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in New York City, notice



49









 







that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.



Section 10.04 Compliance Certificate; Notice of Default.




     The Company shall deliver to the Trustee within 120 days after the end of its fiscal year an
Officers’ Certificate (one of the signatories of which shall be the Company’s principal executive
officer, principal financial officer or principal accounting officer) complying with Section
314(a)(4) of the Trust Indenture Act and stating that a review of its activities during the
preceding fiscal year has been made under the supervision of the signing officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its obligations under
this Indenture (all without regard to periods of grace, which shall be deemed fulfilled unless and
until the expiration of such periods or notice requirements) and further stating, as to each such
officer signing such certificate, whether or not the signer knows of any failure by the Company to
comply with any conditions or covenants in this Indenture and, if such signer does know of such a
failure to comply, the certificate shall describe such failure with particularity. The Officers’
Certificate shall also notify the Trustee should the relevant fiscal year end on any date other
than the current fiscal year end date.




     So long as any of the Securities are outstanding, the Company will deliver
to the Trustee, forthwith upon becoming aware of any Event of Default or any
event, act or condition that, after notice or the passage of time or both,
would be an Event of Default, an Officers’ Certificate specifying such Event of
Default or any event, act or condition that, after notice or the passage of
time or both, would be an Event of Default, and what action the Company is
taking or proposes to take with respect thereto.




Section 10.05 Corporate Existence.




     Subject to Article VIII, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence in accordance with its
organizational documents.



Section 10.06 Waiver of Certain Covenants.




     Except as otherwise specified as contemplated by Section 3.01 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant pursuant to Section
3.01(18), 9.01(2) or 9.01(7) for the benefit of the Holders of such series, if the Holders of at
least a majority in principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent expressly waived and, until such waiver shall become effective, the
obligations of the Company and the duties of the trustee in respect of any such term, provision or
condition shall remain in full force and effect.



ARTICLE XI

REDEMPTION OF SECURITIES




Section 11.01 Applicability of Article.




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     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.



Section 11.02 Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by an Establishment
Action. In case of any redemption at the election of the Company of all or less than all the
Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.



Section 11.03 Selection by Trustee of Securities to Be Redeemed.




     If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that series or any
integral multiple thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series. If less than all of
the Securities of such series and of a specified tenor are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series and specified tenor not previously
called for redemption in accordance with the preceding sentence.



     If any Security selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as may be) to be the portion selected for redemption.
Securities which have been converted during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount
thereof to be redeemed.



     For all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to
be redeemed only in part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.



51









 





Section 11.04 Notice of Redemption.




     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:



     (1) the Redemption Date,



     (2) the Redemption Price,



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



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



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



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



     (7) applicable
CUSIP, ISIN or other similar numbers.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company and shall be irrevocable.



Section 11.05 Deposit of Redemption Price.




     On or before the Redemption Date specified in the notice of redemption given as provided in
Section 11.04, 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
10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be
redeemed on that date, other than any Securities called for redemption on that date which have been
converted prior to the date of such deposit.



     If any Security called for redemption is converted, any money deposited with the Trustee or
with any Paying Agent or so segregated and held in trust for the redemption of such Security shall
(subject to any right of the Holder of such Security or any Predecessor Security to receive
interest as provided in the last paragraph of Section 3.07) be paid to the Company upon Company
Request or, if then held by the Company, shall be discharged from such trust.



52









 





Section 11.06 Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.01, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as such at the close
of business on the relevant Record Dates according to their terms and the provisions of Section
3.07.



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



Section 11.07 Securities Redeemed in Part.




     Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, 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.



ARTICLE XII

SINKING FUNDS




Section 12.01 Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities
of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to



53









 







reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of Securities of such series.



Section 12.02 Satisfaction of Sinking Fund Payments with Securities.




     The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such Securities have
not been previously so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.



Section 12.03 Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of
the redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 11.04. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.



ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE




Section 13.01 Company’s Option to Effect Defeasance or Covenant Defeasance.




     The Company may elect, at its option at any time, to have either Section 13.02 or Section
13.03 applied to the Outstanding Securities of any series designated pursuant to Section 3.01 as
being defeasible pursuant to this Article XIII (hereinafter called a “Defeasible Series”), upon
compliance with the conditions set forth below in this Article XIII; provided,
however, that Section 13.02 shall not apply to any series of Securities that is convertible
into or exchangeable for any other securities pursuant to Section 3.01(16). Any such election shall
be evidenced by an Establishment Action or in another manner specified as contemplated by Section
3.01 for such Securities.



54









 





Section 13.02 Defeasance and Discharge.




     Upon the Company’s exercise of the option provided in Section 13.01 to have this Section 13.02
applied to the Outstanding Securities of any Defeasible Series and subject to Section 13.01, the
Company shall be deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called “Defeasance”). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the
entire indebtedness represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under the Securities of such series and this Indenture insofar as the
Securities of such series are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following which shall survive
until otherwise terminated or discharged hereunder: (1) the rights of Holders of Securities of such
series to receive, solely from the trust fund described in Section 13.04 and as more fully set
forth in such Section, payments in respect of the principal of and any premium and interest on such
Securities of such series when payments are due, (2) the Company’s obligations with respect to the
Securities of such series under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article XIII. Subject to
compliance with this Article XIII, the Company may exercise its option provided in Section 13.01 to
have this Section 13.02 applied to the Outstanding Securities of any Defeasible Series
notwithstanding the prior exercise of its option provided in Section 13.01 to have Section 13.03
applied to the Outstanding Securities of such series.



Section 13.03 Covenant Defeasance.




     Upon the Company’s exercise of the option provided in Section 13.01 to have this Section 13.03
applied to the Outstanding Securities of any Defeasible Series, (1) the Company shall be released
from its obligations under Section 8.01 and any covenants provided pursuant to Section 3.01(18) or
9.01(2) for the benefit of the Holders of such Securities, and (2) the occurrence of any event
specified in Sections 5.01(3) and 5.01(4) (with respect to Section 8.01 and any such covenants
provided pursuant to Section 3.01(18) or 9.01(2)) shall be deemed not to be or result in an Event
of Default, in each case with respect to the Outstanding Securities of such series as provided in
this Section on and after the date the conditions set forth in Section 13.04 are satisfied
(hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that
the Company may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such specified Section (to the extent so specified in the case of
Section 5.01(4)), whether directly or indirectly by reason of any reference elsewhere herein to any
such Section or by reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and the Securities of such series shall be
unaffected thereby.



Section 13.04 Conditions to Defeasance or Covenant Defeasance.




     The following shall be the conditions to application of either Section 13.02 or Section 13.03
to the Outstanding Securities of any Defeasible Series:



55









 





     (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee
(or another trustee that satisfies the requirements contemplated by Section 6.09 and agrees to
comply with the provisions of this Article XIII applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of Outstanding Securities of such series, (A) money in an
amount, or (B) U.S. Government Obligations that through the scheduled payment of principal and
interest 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 thereof, in each case
sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and
which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge,
the principal of and any premium and interest on the Securities of such series on the respective
Stated Maturities, in accordance with the terms of this Indenture and the Securities of such
series. As used herein, “U.S. Government Obligation” means any security that is (i) a direct
obligation of the United States of America for the payment of which full faith and credit of the
United States of America is pledged or (ii) an obligation of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer
thereof.



     (2) In the case of an election under Section 13.02, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date first set forth
hereinabove, there has been a change in the applicable Federal income tax law, in either case (A)
or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected with respect to the
Securities of such series and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.



     (3) In the case of an election under Section 13.03, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes as a result of the deposit
and Covenant Defeasance to be effected with respect to the Securities of such series and will be
subject to Federal income tax on the same amount, in the same manner and at the same times as would
be the case if such deposit and Covenant Defeasance were not to occur.



     (4) The Company shall have delivered to the Trustee an Officer’s Certificate to the effect
that the Securities of such series, if then listed on any securities exchange, will not be delisted
as a result of such deposit.



     (5) No Event of Default or event that (after notice or lapse of time or both) would become an
Event of Default shall have occurred and be continuing at the time of such deposit or, with regard
to any Event of Default or any such event specified in Sections 5.01(5) and (6), at



56









 







any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).



     (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest within the meaning of the Trust Indenture Act (assuming all Securities are in default
within the meaning of such Act).



     (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the Company is a party or by
which it is bound.



     (8) The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.



     (9) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment Company Act of
1940, as amended, unless such trust shall be qualified under such Act or exempt from regulation
thereunder.



Section 13.05 Deposited Money and U.S. Government Obligations to be Held in Trust;
Other Miscellaneous Provisions.




     All money and U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the
Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to
Section 13.04 in respect of the Securities of any Defeasible Series shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities of such series and this
Indenture, to the payment, either directly or through any such Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of Securities of such
series, of all sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds except to the extent
required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.04 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
that by law is for the account of the Holders of Outstanding Securities.



     Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S. Government Obligations
held by it as provided in Section 13.04 with respect to Securities of any Defeasible Series that,
in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance
with respect to the Securities of such series.



57









 





Section 13.06 Reinstatement.




     If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article XIII with respect to the Securities of any series by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to this Article XIII with respect
to Securities of such series until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.05 with respect to Securities of such series in
accordance with this Article XIII; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any Security of such series following the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
Securities of such series to receive such payment from the money so held in trust.



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



(Signature Page to Follow)




58









 








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



	 	 	 	 	 	 	 
	 	 	ALLEGHENY TECHNOLOGIES INCORPORATED
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
MELLON,

as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







59









 








ALLEGHENY TECHNOLOGIES INCORPORATED

Certain Sections of this Indenture relating to

Sections 310 through 318(a), inclusive, of the

Trust Indenture Act of 1939:




	 	 	 	 	 	 	 
	Trust Indenture	 	 
	Act Section	 	 	Indenture Section	 
	§ 310

	 	(a)(1)
	 	 	6.10	 
	 

	 	(a)(2)
	 	 	6.10	 
	 

	 	(a)(3)
	 	 	Not Applicable
	 
	 

	 	(a)(4)
	 	 	Not Applicable
	 
	 

	 	(a)(5)
	 	 	6.10	 
	 

	 	(b)
	 	 	6.08	 
	 

	 	 	 	 	6.10	 
	 

	 	(c)
	 	 	Not Applicable
	 
	§ 311

	 	(a)
	 	 	6.11	 
	 

	 	(b)
	 	 	6.11	 
	 

	 	(c)
	 	 	Not Applicable
	 
	§ 312

	 	(a)
	 	 	7.01	 
	 

	 	 	 	 	7.02	 
	 

	 	(b)
	 	 	7.02	 
	 

	 	(c)
	 	 	7.02	 
	§ 313

	 	(a)
	 	 	6.06	 
	 

	 	 	 	 	7.03	 
	 

	 	(b)
	 	 	6.06	 
	 

	 	 	 	 	7.03	 
	 

	 	(c)
	 	 	6.06	 
	 

	 	 	 	 	7.03	 
	 

	 	(d)
	 	 	7.03	 
	§ 314

	 	(a)
	 	 	7.04	 
	 

	 	(a)(4)
	 	 	1.01	 
	 

	 	 	 	 	10.04	 
	 

	 	(b)
	 	 	Not Applicable
	 
	 

	 	(c)(1)
	 	 	1.02	 
	 

	 	(c)(2)
	 	 	1.02	 
	 

	 	(c)(3)
	 	 	Not Applicable
	 
	 

	 	(d)
	 	 	Not Applicable
	 
	 

	 	(e)
	 	 	1.02	 
	§ 315

	 	(a)
	 	 	6.01	 
	 

	 	(b)
	 	 	6.05	 
	 

	 	(c)
	 	 	6.01	 
	 

	 	(d)
	 	 	6.01	 
	 

	 	(e)
	 	 	5.14	 
	§ 316

	 	(a)
	 	 	1.01	 
	 

	 	(a)(1)(A)
	 	 	5.02	 
	 

	 	 	 	 	5.12	 






 









 






	 	 	 	 	 	 	 
	Trust Indenture	 	 
	Act Section	 	 	Indenture Section
	 

	 	(a)(1)(B)
	 	 	5.13	 
	 

	 	(a)(2)
	 	 	Not Applicable
	 
	 

	 	(b)
	 	 	5.08	 
	 

	 	(c)
	 	 	1.04	 
	§ 317

	 	(a)(1)
	 	 	5.03	 
	 

	 	(a)(2)
	 	 	5.04	 
	 

	 	(b)
	 	 	10.03	 
	§ 318

	 	(a)
	 	 	1.07	 






	 	 	 
	NOTE:

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

	 	The relevant provision will be included in Article X of this
Indenture or in a supplement thereto.