exv4w1






EXHIBIT 4.1




 





FIRSTENERGY SOLUTIONS CORP.




TO




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.




as Trustee




Indenture

(For Unsecured Debt Securities)




Dated as of August 1, 2009




 





 









 





TABLE OF CONTENTS1




	 	 	 	 	 	 	 
	PARTIES	 	 	1	 
	 
	 	 	 	 	 	 
	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 	 	 	 	 
	Article One Definitions and Other Provisions of General Application	 	 	1	 
	 
	 	 	 	 	 	 
	Section 101.

	 	Definitions
	 	 	1	 
	Section 102.

	 	Compliance Certificates and Opinions
	 	 	8	 
	Section 103.

	 	Form of Documents Delivered to Trustee
	 	 	8	 
	Section 104.

	 	Acts of Holders
	 	 	9	 
	Section 105.

	 	Notices, etc. to Trustee and Company
	 	 	10	 
	Section 106.

	 	Notice to Holders of Securities: Waiver
	 	 	11	 
	Section 107.

	 	Conflict with Trust Indenture Act
	 	 	12	 
	Section 108.

	 	Effect of Headings and Table of Contents
	 	 	12	 
	Section 109.

	 	Successors and Assigns
	 	 	12	 
	Section 110.

	 	Severability Clause
	 	 	12	 
	Section 111.

	 	Benefits of Indenture
	 	 	12	 
	Section 112.

	 	Governing Law
	 	 	12	 
	Section 113.

	 	Legal Holidays
	 	 	12	 
	Section 114.

	 	Waiver of Jury Trial
	 	 	12	 
	Section 115.

	 	Force Majeure
	 	 	13	 
	 
	 	 	 	 	 	 
	Article Two Security Forms	 	 	13	 
	 
	 	 	 	 	 	 
	Section 201.

	 	Forms Generally
	 	 	13	 
	Section 202.

	 	Form of Trustee’s Certificate of Authentication
	 	 	13	 
	Section 203.

	 	Securities in Global Form
	 	 	14	 
	 
	 	 	 	 	 	 
	Article Three The Securities	 	 	14	 
	 
	 	 	 	 	 	 
	Section 301.

	 	Amount Unlimited: Issuable in Series
	 	 	14	 
	Section 302.

	 	Denominations
	 	 	18	 
	Section 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	18	 
	Section 304.

	 	Temporary Securities
	 	 	20	 
	Section 305.

	 	Registration, Registration of Transfer and Exchange
	 	 	21	 
	Section 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	23	 
	Section 307.

	 	Payment of Interest, Interest Rights Preserved
	 	 	24	 
	Section 308.

	 	Persons Deemed Owners
	 	 	25	 
	Section 309.

	 	Cancellation by Security Registrar
	 	 	25	 








 




			
	1	 	Note: This table of contents shall not, for any
purpose, be deemed to be part of the Indenture.




i









 













	 	 	 	 	 	 	 
	Section 310.

	 	Computation of Interest
	 	 	25	 
	Section 311.

	 	Payment to Be in Proper Currency
	 	 	25	 
	Section 312.

	 	Extension of Interest Payment
	 	 	26	 
	 
	 	 	 	 	 	 
	Article Four Redemption of Securities	 	 	26	 
	 
	 	 	 	 	 	 
	Section 401.

	 	Applicability of Article
	 	 	26	 
	Section 402.

	 	Election to Redeem: Notice to Trustee
	 	 	26	 
	Section 403.

	 	Selection of Securities to Be Redeemed
	 	 	26	 
	Section 404.

	 	Notice of Redemption
	 	 	27	 
	Section 405.

	 	Securities Payable on Redemption Date
	 	 	28	 
	Section 406.

	 	Securities Redeemed in Part
	 	 	28	 
	 
	 	 	 	 	 	 
	Article Five Sinking Funds	 	 	29	 
	 
	 	 	 	 	 	 
	Section 501.

	 	Applicability of Article
	 	 	29	 
	Section 502.

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	29	 
	Section 503.

	 	Redemption of Securities for Sinking Fund
	 	 	29	 
	 
	 	 	 	 	 	 
	Article Six Covenants	 	 	30	 
	 
	 	 	 	 	 	 
	Section 601.

	 	Payment of Principal, Premium and Interest
	 	 	30	 
	Section 602.

	 	Maintenance of Office or Agency
	 	 	30	 
	Section 603.

	 	Money for Securities Payments to Be Held in Trust
	 	 	31	 
	Section 604.

	 	Corporate Existence
	 	 	32	 
	Section 605.

	 	Maintenance of Properties
	 	 	32	 
	Section 606.

	 	Annual Officer’s Certificate as to Compliance
	 	 	32	 
	Section 607.

	 	Waiver of Certain Covenants
	 	 	33	 
	 
	 	 	 	 	 	 
	Article Seven Satisfaction and Discharge	 	 	33	 
	 
	 	 	 	 	 	 
	Section 701.

	 	Satisfaction and Discharge of Securities
	 	 	33	 
	Section 702.

	 	Satisfaction and Discharge of Indenture
	 	 	35	 
	Section 703.

	 	Application of Trust Money
	 	 	36	 
	 
	 	 	 	 	 	 
	Article Eight Events of Default; Remedies	 	 	37	 
	 
	 	 	 	 	 	 
	Section 801.

	 	Events of Default
	 	 	37	 
	Section 802.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	38	 
	Section 803.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	39	 
	Section 804.

	 	Trustee May File Proofs of Claim
	 	 	39	 
	Section 805.

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	40	 
	Section 806.

	 	Application of Money Collected
	 	 	40	 
	Section 807.

	 	Limitation on Suits
	 	 	41	 
	Section 808.

	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	41	 
	Section 809.

	 	Restoration of Rights and Remedies
	 	 	41	 
	Section 810.

	 	Rights and Remedies Cumulative
	 	 	42	 






ii









 






	 	 	 	 	 	 	 
	Section 811.

	 	Delay or Omission Not Waiver
	 	 	42	 
	Section 812.

	 	Control by Majority Holders of Securities
	 	 	42	 
	Section 813.

	 	Waiver of Past Defaults
	 	 	42	 
	Section 814.

	 	Undertaking for Costs
	 	 	43	 
	Section 815.

	 	Waiver of Stay or Extension Laws
	 	 	43	 
	 
	 	 	 	 	 	 
	Article Nine The Trustee	 	 	43	 
	 
	 	 	 	 	 	 
	Section 901.

	 	Certain Duties and Responsibilities
	 	 	43	 
	Section 902.

	 	Notice of Defaults
	 	 	44	 
	Section 903.

	 	Certain Rights of Trustee
	 	 	44	 
	Section 904.

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	46	 
	Section 905.

	 	May Hold Securities
	 	 	46	 
	Section 906.

	 	Money Held in Trust
	 	 	46	 
	Section 907.

	 	Compensation and Reimbursement
	 	 	46	 
	Section 908.

	 	Disqualification; Conflicting Interests
	 	 	47	 
	Section 909.

	 	Corporate Trustee Required: Eligibility
	 	 	47	 
	Section 910.

	 	Resignation and Removal; Appointment of Successor
	 	 	48	 
	Section 911.

	 	Acceptance of Appointment by Successor
	 	 	49	 
	Section 912.

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	50	 
	Section 913.

	 	Preferential Collection of Claims Against Company
	 	 	51	 
	Section 914.

	 	Co-trustees and Separate Trustees
	 	 	51	 
	Section 915.

	 	Appointment of Authenticating Agent
	 	 	52	 
	 
	 	 	 	 	 	 
	Article Ten Holders’ Lists and Reports by Trustee and Company	 	 	54	 
	 
	 	 	 	 	 	 
	Section 1001.

	 	Lists of Holders
	 	 	54	 
	Section 1002.

	 	Reports by Trustee and Company
	 	 	54	 
	 
	 	 	 	 	 	 
	Article Eleven Consolidation, Merger Conveyance or Other Transfer	 	 	55	 
	 
	 	 	 	 	 	 
	Section 1101.

	 	Company May Consolidate, etc. Only on Certain Terms
	 	 	55	 
	Section 1102.

	 	Successor Person Substituted
	 	 	55	 
	 
	 	 	 	 	 	 
	Article Twelve Supplemental Indentures	 	 	55	 
	 
	 	 	 	 	 	 
	Section 1201.

	 	Supplemental Indentures Without Consent of Holders
	 	 	55	 
	Section 1202.

	 	Supplemental Indentures With Consent of Holders
	 	 	57	 
	Section 1203.

	 	Execution of Supplemental Indentures
	 	 	58	 
	Section 1204.

	 	Effect of Supplemental Indentures
	 	 	58	 
	Section 1205.

	 	Conformity With Trust Indenture Act
	 	 	59	 
	Section 1206.

	 	Reference in Securities to Supplemental Indentures
	 	 	59	 
	Section 1207.

	 	Modification Without Supplemental Indenture
	 	 	59	 
	 
	 	 	 	 	 	 
	Article Thirteen Meetings of Holders; Action Without Meeting	 	 	59	 
	 
	 	 	 	 	 	 
	Section 1301.

	 	Purposes for Which Meetings May Be Called
	 	 	59	 






iii









 






	 	 	 	 	 	 	 
	Section 1302.

	 	Call, Notice and Place of Meetings
	 	 	59	 
	Section 1303.

	 	Persons Entitled to Vote at Meetings
	 	 	60	 
	Section 1304.

	 	Quorum; Action
	 	 	60	 
	Section 1305.

	 	Attendance at Meetings, Determination of Voting Rights; Conduct and
Adjournment of Meetings
	 	 	61	 
	Section 1306.

	 	Counting Votes and Recording Action of Meetings
	 	 	62	 
	Section 1307.

	 	Action Without Meeting
	 	 	62	 
	 
	 	 	 	 	 	 
	Article Fourteen Immunity of Incorporators, Shareholders, Officers and Directors	 	 	62	 
	 
	 	 	 	 	 	 
	Section 1401.

	 	Liability Solely Corporate
	 	 	62	 







iv









 








FIRSTENERGY SOLUTIONS CORP.




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of August 1, 2009




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§310

	 	(a)(1)
	 	909
	 

	 	(a)(2)
	 	909
	 

	 	(a)(3)
	 	914
	 

	 	(a)(4)
	 	Not Applicable
	 

	 	(b)
	 	908
	 

	 	 	 	910
	§311

	 	(a)
	 	913
	 

	 	(b)
	 	913
	 

	 	(c)
	 	913
	§312

	 	(a)
	 	1001
	 

	 	(b)
	 	1001
	 

	 	(c)
	 	1001
	§313

	 	(a)
	 	1002
	 

	 	(b)
	 	1002
	 

	 	(c)
	 	1002
	§314

	 	(a)
	 	1002
	 

	 	(a)(4)
	 	606
	 

	 	(b)
	 	Not Applicable
	 

	 	(c)(1)
	 	102
	 

	 	(c)(2)
	 	102
	 

	 	(c)(3)
	 	Not Applicable
	 

	 	(d)
	 	Not Applicable
	 

	 	(e)
	 	102
	§315

	 	(a)
	 	901
	 

	 	 	 	903
	 

	 	(b)
	 	902
	 

	 	(c)
	 	901
	 

	 	(d)
	 	901
	 

	 	(e)
	 	814
	§316

	 	(a)
	 	812
	 

	 	 	 	813
	 

	 	(a)(1)(A)
	 	802
	 

	 	 	 	812
	 

	 	(a)(1)(B)
	 	813
	 

	 	(a)(2)
	 	Not Applicable
	 

	 	(b)
	 	808
	§317

	 	(a)(1)
	 	803
	 

	 	(a)(2)
	 	804
	 

	 	(b)
	 	603
	§318

	 	(a)
	 	107






i









 






     INDENTURE, dated as of August 1, 2009 between FIRSTENERGY SOLUTIONS CORP., a corporation duly
organized and existing under the laws of the State of Ohio (herein called the “Company”),
having its principal office at 341 White Pond Drive, Akron, Ohio 44320, and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a banking association duly organized and existing under the laws of the
United States of America, 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”), in an unlimited aggregate principal amount
to be issued in one or more series as contemplated herein; and all acts necessary to make this
Indenture a valid and legally binding agreement of the Company have been performed.



     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires, capitalized terms used herein shall have the meanings assigned to them
in Article One of this Indenture.



     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 covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of any series thereof, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 101. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires:



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




          (b) all terms used herein without definition which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein;




          (c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles in the United States, and, except as
otherwise herein expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such accounting principles as
are generally accepted in the United States at the date of such computation or, at the election of
the Company from time to time, at the date of the execution
and delivery of this Indenture; provided, however, that in determining
generally accepted accounting principles applicable to the Company, the Company shall, to the
extent required,













 






conform to any order, rule or regulation of any administrative agency, regulatory
authority or other governmental body having jurisdiction over the Company;




          (d) any reference herein to an “Article” or “Section” refers to an “Article” or “Section”, as
the case may be, of this Indenture; and




          (e) 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.




     Certain terms, used principally in Article Nine, are defined in that Article.



     “Act”, when used with respect to any Holder of a Security, has the meaning specified
in Section 104.



     “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 through one or
more intermediaries, whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Agent” means any party authorized to make calculations of amounts due under a note
for interest or principal or any other financial institution that is authorized to record amounts
with respect to any series of Securities.



     “Authenticating Agent” means any Person (other than the Company or an Affiliate of the
Company) authorized by the Trustee pursuant to Section 915 to act on behalf of the Trustee to
authenticate one or more series of Securities or Tranche thereof.



     “Authorized Executive Officer” means the Chairman of the Board, the Chief Executive
Officer, the Vice Chairman of the Board, the President, any Vice President (whether or not his or
her title includes a modifier such as “Executive”, “Senior” or the like), the Treasurer, any
Assistant Treasurer, the Corporate Secretary, any Assistant Corporate Secretary or any other
officer or agent of the Company designated in an Officer’s Certificate delivered to the Trustee to
be an Authorized Executive Officer.



     “Board of Directors” means either the board of directors of the Company or any
committee thereof duly authorized to act in respect of matters relating to this Indenture.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the Trustee.



     “Business Day”, when used with respect to a Place of Payment or any other particular
location specified in the Securities or this Indenture, means any day, other than a Saturday or
Sunday, which is not a day on which the Corporate Trust Office of the Trustee or banking



2









 







institutions or trust companies in such Place of Payment or other location are generally authorized
or required by law, regulation or executive order to remain closed, except as may be otherwise
specified as contemplated by Section 301.



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



     “Company” means the Person named as the “Company” in the first paragraph of
this Indenture 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 an Authorized Executive Officer and delivered to the Trustee.



     “Corporate Trust Office” means an office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the date of execution and
delivery of this instrument is located at 1660 West 2nd Street, Cleveland, Ohio 44113, Attention:
Global Corporate Trust.



     “Corporation” means a corporation, association, company, limited liability company,
partnership, joint stock company or business or statutory trust.



     “Defaulted Interest” has the meaning specified in Section 307.



     “Depositary” means, with respect to the Securities of any series issuable or issued in
the form of a Global Security, the Person designated as Depositary by the Company pursuant to
Section 301 until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is
then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as
used with respect to the Securities of any such series shall mean the Depositary with respect to
the Securities of that series.



     “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 802.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the payment of public and
private debts.



     “Eligible Obligations” means:



          (a) with respect to Securities denominated in Dollars, Government Obligations; or




3









 








          (b) with respect to Securities denominated in a currency other than Dollars or in a composite
currency, such other obligations or instruments as shall be specified with respect to such
Securities, as contemplated by Section 301.




     “Event of Default” has the meaning specified in Section 801.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, as in force at
the date as of which this Indenture was executed; provided, however, that in the event the
Securities Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the extent
required by any such amendment, the Securities Exchange Act of 1934 as so amended.



     “Global Securities” means Securities in global form.



     “Governmental Authority” means the government of the United States or of any State or
Territory thereof or of the District of Columbia or of any county, municipality or other political
subdivision of any of the foregoing, or any department, agency, authority or other instrumentality
of any of the foregoing.



     “Government Obligations” means:



          (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States and entitled to the benefit of the full faith and
credit thereof; and




          (b) certificates, depositary receipts or other instruments which evidence a direct ownership
interest in obligations described in clause (a) above or in any specific interest or principal
payments due in respect thereof; provided, however, that the custodian of such
obligations or specific interest or principal payments shall be a bank or trust company (which may
include the Trustee or any Paying Agent) subject to Federal or state supervision or examination
with a combined capital and surplus of at least $50,000,000; and provided, further,
that except as may be otherwise required by law, such custodian shall be obligated to pay to the
holders of such certificates, depositary receipts or other instruments the full amount received by
such custodian in respect of such obligations or specific payments and shall not be permitted to
make any deduction therefrom.




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



     “Indenture” means this instrument as originally executed and delivered and 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 and shall include the terms of a particular
series of Securities established as contemplated by Section 301.



     “Interest”, with respect to a Discount Security only, means interest, if any, borne by
such Security at a Stated Interest Rate.



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



4









 





     “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 provided in
such Security or in this Indenture, whether at the Stated Maturity, by declaration of acceleration,
upon redemption, tender for purchase, or otherwise.



     “Officer’s Certificate” means a certificate signed by an Authorized Executive Officer
and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the
Company, or other counsel acceptable to the Trustee.



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



          (a) Securities theretofore canceled or delivered to the Security Registrar for cancellation;




          (b) Securities deemed to have been paid in accordance with Section 701; and




          (c) Securities which have been paid pursuant to Section 306 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 and the Company that such Securities are held by a bona fide purchaser or
purchasers in whose hands such Securities are valid obligations of the Company;



provided, however, that in determining whether or not the Holders of the requisite
principal amount of the Securities Outstanding under this Indenture, or the Outstanding Securities
of any series or Tranche, have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or whether or not a quorum is present at a meeting of Holders of Securities,





          (x) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or
such obligor owns all Securities Outstanding under this Indenture, or all Outstanding
Securities of each such series and each such Tranche, as the case may be, determined without
regard to this clause (x)) shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which a Responsible Officer of
the Trustee actually knows to be so owned shall be so disregarded; provided,
however, that 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; and




          (y) the principal amount of a Discount Security that shall be deemed to be Outstanding
for such purposes shall be the amount of the principal thereof that would



5









 







be due and payable as of the date of such determination upon a declaration of
acceleration of the Maturity thereof pursuant to Section 802;


provided, further, that, in the case of any Security the principal of which is
payable from time to time without presentment or surrender, the principal amount of such Security
that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the
original principal amount thereof less the aggregate amount of principal thereof theretofore paid.




     “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, as amended, and
signed into law October 26, 2001.



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



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



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



     “Place of Payment”, when used with respect to the Securities of any series, or any
Tranche thereof, means the place or places, specified as contemplated by Section 301, at which,
subject to Section 602, principal of and premium, if any, and interest, if any, on the Securities
of such series or Tranche are payable.



     “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 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed (to the
extent lawful) 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.



     “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.



     “Registered Security” means any Security established pursuant to Section 201 which is
registered in the Security Register.



6









 





     “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 301.



     “Required Currency” has the meaning specified in Section 311.



     “Responsible Officer”, when used with respect to the Trustee, means any Vice
President, Assistant Vice President, any Assistant Treasurer or other officer of the Trustee within
the Corporate Trust Division — Corporate Finance Unit of the Trustee (or any successor such
division or unit) in each case located at the Corporate Trust Office of the Trustee who has direct
responsibility for the administration of this Indenture, and for the purposes of Sections 901(c)(2)
and 902 shall also include any other officer of the Trustee to whom a matter arising under this
Indenture has been referred by such Corporate Trust Office
because of his or her 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.



     “Security Register” and “Security Registrar” have the respective meanings
specified in Section 305.



     “Special Record Date” for the payment of any Defaulted Interest on the Securities of
any series means a date fixed by the Trustee pursuant to Section 307.



     “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation
by its terms is stated to bear simple interest. Any calculation or other determination to be made
under this Indenture by reference to the Stated Interest Rate on a Security shall be made without
regard to the effective interest cost to the Company of such Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other indebtedness in respect
of which the Company’s obligations are evidenced or secured in whole or in part by such Security.



     “Stated Maturity”, when used with respect to any obligation or any installment of
principal thereof or interest thereon, means the date on which the principal of such obligation or
such installment of principal or interest is stated to be due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).



     “Tranche” means a group of Securities which (a) are of the same series and (b) have
identical terms except as to principal amount and/or date of issuance.



     “Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939, or any
successor statute, as in effect at such time.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of
this Indenture until a successor Trustee shall have become such with respect to one or more series
of Securities 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 the Trustee with respect to Securities of that series.



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     “United States” means the United States of America, its Territories, its possessions
and other areas subject to its political jurisdiction.



     Section 102. Compliance Certificates and Opinions. Except as otherwise expressly provided in this Indenture, upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture, the Company shall,
if requested by the Trustee, furnish to the Trustee an Officer’s Certificate stating that, or
stating in the opinion of the signer thereof that, all conditions precedent, if any, provided for
in this Indenture relating to the proposed action (including any covenants compliance with which
constitutes a condition precedent) have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been complied with,
except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include:



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




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




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




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




     Section 103. 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 such officer’s certificate or opinion are
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 stating that the information with respect to such factual matters is
in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care



8









 







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.



     Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the contrary
notwithstanding, if any such corrective document or instrument indicates that action has been taken
by or at the request of the Company which could not have been taken had the original document or
instrument not contained such error or omission, the action so taken shall not be invalidated or
otherwise rendered ineffective but shall be and remain in full force and effect, except to the
extent that such action was a result of willful misconduct or bad faith. Without limiting the
generality of the foregoing, any Securities issued under the authority of such defective document
or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits
of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid.



     Section 104. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other
action provided by this Indenture to be made, 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 an agent duly appointed in writing or, alternatively, may be embodied in and evidenced
by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders duly called and held in accordance with the provisions of
Article Thirteen, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 901) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section. The record of any meeting of Holders shall be proved in the manner provided in
Section 1306.



          (b) 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



9









 






or may be proved in
any other manner which the Trustee and the Company deem sufficient. 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.




          (c) The principal amount (except as otherwise contemplated in clause (y) of the first proviso
to the definition of Outstanding) and serial numbers of Securities held by any Person, and the date
of holding the same, shall be proved by the Security Register.




          (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other
Act of a Holder 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.




          (e) Until such time as written instruments shall have been delivered to the Trustee with
respect to the requisite percentage of principal amount of Securities for the action contemplated
by such instruments, any such instrument executed and delivered by or on behalf of a Holder may be
revoked with respect to any or all of such Securities by written notice by such Holder or any
subsequent Holder, proven in the manner in which such instrument was proven.




          (f) Securities of any series, or any Tranche thereof, authenticated and delivered after any
Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new
Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the
Trustee and the Company, to such action may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series or
Tranche.




          (g) If the Company shall solicit from Holders any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, fix in advance a record date
for the determination of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or
other Act may be given before or after such record date, but only the Holders of record at the
close of business on the record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of the record date.




     Section 105. Notices, etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, election, 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, the Trustee by any Holder or by the Company, or 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 delivered personally to an officer or other responsible
employee of the addressee at



10









 







the applicable location set forth below or at such other location as
such party may from time to time designate by written notice, or transmitted by facsimile
transmission or other direct written electronic means to such telephone number or other electronic
communications address as the parties hereto shall from time to time designate by written notice,
or transmitted by certified or registered mail, charges prepaid, to the applicable address set
forth below or to such other address as either party hereto may from time to time designate by
written notice:


If to the Trustee, to:



The Bank of New York Mellon Trust Company, N.A.

1660 West 2nd Street

Cleveland, Ohio 44113

Attention: Global Corporate Trust

Telephone: (216) 622-6524

Telecopy: (216) 621-1441



If to the Company, to:



FirstEnergy Solutions Corp.

341 White Pond Drive

Akron, Ohio 44320

Attention: Treasurer

Telephone: (330) 384-5889

Telecopy: (330) 384-3772



Any communication contemplated herein shall be deemed to have been made, given, furnished and filed
if personally delivered, on the date of delivery, if transmitted by facsimile transmission or other
direct written electronic means, on the date of receipt, and if transmitted by certified or
registered mail, on the date of receipt.




     Section 106. Notice to Holders of Securities: Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to
Holders if in writing and mailed, first class postage prepaid, to each Holder affected by such
event, at the address of such Holder 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 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 to Holders by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder. 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.



     Any notice required by this Indenture may be waived in writing by the Person entitled to
receive such notice, either before or after the event otherwise to be specified therein, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.



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     Section 107. Conflict with Trust Indenture Act. If any provision of this Indenture limits, qualifies or conflicts with another provision hereof
which is required or deemed to be included in this Indenture by, or is otherwise governed by, any
of the provisions of the Trust Indenture Act, such other provision shall control; and if any
provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall
control unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities.



     Section 108. Effect of Headings and Table of Contents. The Article and Section headings in this Indenture and the Table of Contents are for convenience
only and shall not affect the construction hereof.



     Section 109. Successors and Assigns. All covenants and agreements in this Indenture by the Company and Trustee shall bind their
respective successors and assigns, whether so expressed or not.



     Section 110. Severability Clause. In case any provision in this Indenture or 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 111. Benefits of Indenture. Nothing in this Indenture or the Securities, express or implied, shall give to any Person, other
than the parties hereto, their successors hereunder and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.



     Section 112. Governing Law. This Indenture and the Securities shall be governed by and construed in accordance with the laws
of the State of New York (including without limitation Section 5-1401 of the New York General
Obligations Law or any successor to such statute) except to the extent that the Trust Indenture Act
shall be applicable.



     Section 113. 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 in Securities of any
series, or any Tranche thereof, or in the Board Resolution or Officer’s Certificate which
establishes the terms of the Securities of such series or Tranche, 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, and in the same
amount, as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, as
the case may be, and, if such payment is made or duly provided for on such Business Day, no
interest (or Interest, as applicable) shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day.



     Section 114. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST 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 NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.



12









 





     Section 115. 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 TWO




SECURITY FORMS




     Section 201. Forms Generally. The definitive Securities of each series shall be in substantially the form or forms thereof
established in the indenture supplemental hereto establishing such series or in a Board Resolution
establishing such series, or in an Officer’s Certificate pursuant to such supplemental indenture or
Board Resolution, 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 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 such Securities. If the
form or forms of Securities of any series are established in a Board Resolution or in an Officer’s
Certificate pursuant to a Board Resolution, such Board
Resolution and Officer’s Certificate, if any, shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of
such Securities.



     Securities of each series shall be issuable in registered form without coupons. The
definitive Securities shall be produced in such manner as shall be determined by the officers
executing such Securities, as evidenced by their execution thereof.



     Section 202. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the form set forth below:



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



Dated:




	 	 	 	 	 
	 	
 	 
	 	as Trustee 	 



	 	 	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 



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     Section 203. Securities in Global Form. If any Security of a series is issuable in global form, such Security may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Securities represented thereby may from time
to time be increased or reduced to reflect exchanges. Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee and in such manner as shall be specified in such
Security. Any instructions by the Company with respect to a Security in global form, after its
initial issuance, shall be in writing but need not comply with Section 102.



     Any Security issued in global form shall bear the following legend:



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO AN ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.



ARTICLE THREE




THE SECURITIES




     Section 301. 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,
and one or more Tranches of any series.
Subject to the last paragraph of this
Section, prior to the authentication and delivery of Securities of any series there shall be
established by specification in a supplemental indenture or in a Board Resolution, or in an
Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution:



          (a) the title of the Securities of such series (which shall distinguish the Securities of such
series from Securities of all other series);




14









 








          (b) any limit upon the aggregate principal amount of the Securities of such 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
such series pursuant to Section 304, 305, 306, 406 or 1206 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);




          (c) the Person or Persons (without specific identification) to whom interest on Securities of
such series, or any Tranche thereof, shall be payable on any Interest Payment Date, if other than
the Persons in whose names such Securities (or one or more Predecessor Securities) are registered
at the close of business on the Regular Record Date for such interest;




          (d) the date or dates on which the principal of the Securities of such series, or any Tranche
thereof, is payable or any formulary or other method or other means by which such date or dates
shall be determined, by reference to an index or other fact or event ascertainable outside of this
Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration,
purchase or extension);




          (e) the rate or rates at which the Securities of such series, or any Tranche thereof, shall
bear interest, if any (including the rate or rates at which overdue principal shall
bear interest, if different from the rate or rates at which such Securities shall bear
interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium or
interest shall bear interest, if any), or any formulary or other method or other means by which
such rate or rates shall be determined, by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise; the date or dates from which such interest
shall accrue; the Interest Payment Dates on which such interest shall be payable and the Regular
Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the
right of the Company, if any, to extend the interest payment periods and the duration of any such
extension as contemplated by Section 312; and the basis of computation of interest, if other than
as provided in Section 310;




          (f) the place or places at which or methods by which (1) the principal of and premium, if any,
and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (2)
registration of transfer of Securities of such series, or any Tranche thereof, may be effected, (3)
exchanges of Securities of such series, or any Tranche thereof, may be effected and (4) notices and
demands to or upon the Company in respect of the Securities of such series, or any Tranche thereof,
and this Indenture may be served; the Security Registrar and any Paying Agent or Paying Agents for
such series or Tranche; and if such is the case, that the principal of such Securities shall be
payable without presentment or surrender thereof;




          (g) the period or periods within which, or the date or dates on which, the price or prices at
which and the terms and conditions upon which the Securities of such series, or any Tranche
thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on
such redemptions, including but not limited to a restriction on a partial redemption by the Company
of the Securities of any series, or any Tranche thereof, resulting in delisting of such Securities
from any securities exchange;




15









 








          (h) the obligation or obligations, if any, of the Company to redeem or purchase the Securities
of such series, or any Tranche thereof, pursuant to any sinking fund or other mandatory redemption
provisions or at the option of a Holder thereof and the period or periods within which or the date
or dates on which, the price or prices at which and the terms and conditions upon which such
Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and
applicable exceptions to the requirements of Section 404 in the case of mandatory redemption or
redemption at the option of the Holder;




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




          (j) the currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest, if any, on the Securities of such series, or any
Tranche thereof, shall be payable (if other than in Dollars);




          (k) if the principal of or premium, if any, or interest, if any, on the Securities of such
series, or any Tranche thereof, are to be payable, at the election of the Company or a Holder
thereof, in a coin or currency other than that in which the Securities are stated to be payable,
the period or periods within which and the terms and conditions upon which, such election may be
made;




          (l) if the principal of or premium, if any, or interest, if any, on the Securities of such
series, or any Tranche thereof, are to be payable, or are to be payable at the election of the
Company or a Holder thereof, in securities or other property, the type and amount of such
securities or other property, or the formulary or other method or other means by which such amount
shall be determined, and the period or periods within which, and the terms and conditions upon
which, any such election may be made;




          (m) if the amount payable in respect of principal of or premium, if any, or interest, if any,
on the Securities of such series, or any Tranche thereof, may be determined with reference to an
index or other fact or event ascertainable outside of this Indenture, the manner in which such
amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;




          (n) if other than the entire principal amount thereof, the portion of the principal amount of
Securities of such series, or any Tranche thereof, which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 802;




          (o) any Events of Default, in addition to those specified in Section 801, with respect to the
Securities of such series, and any covenants of the Company for the benefit of the Holders of the
Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six;




          (p) the terms, if any, pursuant to which the Securities of such series, or any Tranche
thereof, may be converted into or exchanged for shares of capital stock or other securities of the
Company or any other Person;



16









 







          (q) the obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Securities of such series, or any Tranche thereof, denominated in a
currency other than Dollars or in a composite currency, and any additional or alternative
provisions for the reinstatement of the Company’s indebtedness in respect of such Securities after
the satisfaction and discharge thereof as provided in Sections 701 and 702;




          (r) if the Securities of such series, or any Tranche thereof, are to be issued in global form,
(i) any limitations on the rights of the Holder or Holders of such Securities to transfer or
exchange the same or to obtain the registration of transfer thereof, (ii) any limitations on the
rights of the Holder or Holders thereof to obtain certificates therefor in definitive form in lieu
of temporary form, (iii) the Depositary for such Global Security and (iv) any and all other matters
incidental to such Securities;




          (s) to the extent not established pursuant to clause (r) of this paragraph, any limitations on
the rights of the Holders of the Securities of such Series, or any Tranche thereof, to transfer or
exchange such Securities or to obtain the registration of transfer thereof; and if a service charge
will be made for the registration of transfer or exchange of Securities of such series, or any
Tranche thereof, the amount or terms thereof;




          (t) any exceptions to Section 113, or variation in the definition of Business Day, with
respect to the Securities of such series, or any Tranche thereof;




          (u) any collateral security, assurance or guarantee for the Securities of such series;




          (v) any rights or duties of another Person to assume the obligations of the Company with
respect to the Securities of such series (whether as joint obligor, primary obligor, secondary
obligor or substitute obligor) and any rights or duties to discharge and release any obligor with
respect to the Securities of such series or the Indenture to the extent related to such series; and




          (w) any other terms of the Securities of such series, or any Tranche thereof, not inconsistent
with the provisions of this Indenture, including, without limitation, any terms required for or
appropriate to (i) establishing one or more series of medium-term notes to be issued in a Periodic
Offering or (ii) providing for the remarketing of the Securities of such series.




     With respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution which establishes such series, or the Officer’s
Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may
provide general terms or parameters for Securities of such series and provide either that the
specific terms of Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its agents in accordance
with procedures specified in a Company Order as contemplated by the clause (b) of Section 303.



     Unless otherwise provided with respect to a series of Securities as contemplated in Section
301(b), the aggregate principal amount of a series of securities may be increased and



17









 







additional
Securities of such series may be issued up to the maximum aggregate principal amount authorized
with respect to such series as increased.



     Section 302. Denominations. Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, the Securities of each series shall be issuable in
denominations of $1,000 and any integral multiple thereof.



     Section 303. Execution, Authentication, Delivery and Dating. Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, the Securities shall be executed on behalf of the Company by an
Authorized Executive Officer and may have the corporate seal of the Company affixed thereto or
reproduced thereon attested by any other Authorized Executive Officer of the Company. The
signature of any or all of these officers on the Securities may be manual or facsimile.



     Securities bearing the manual or facsimile signatures of individuals who were at the time of
execution Authorized Executive Officers or the Secretary or an Assistant Secretary 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 or did not hold such
offices at the date of such Securities.



     The Trustee shall authenticate and deliver Securities of a series, for original issue, at one
time or from time to time in accordance with the Company Order referred to below, upon receipt by
the Trustee of



          (a) the instrument or instruments establishing the form or forms and terms of such series, as
provided in Sections 201 and 301;




          (b) a Company Order requesting the authentication and delivery of such Securities and, to the
extent that the terms of such Securities shall not have been established in an indenture
supplemental hereto or in a Board Resolution, or in an Officer’s Certificate pursuant to a
supplemental indenture or Board Resolution, all as contemplated by Sections 201 and 301, either (i)
establishing such terms or (ii) in the case of Securities of a series subject to a Periodic
Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be
established (which procedures may provide, to the extent acceptable to the Trustee, for
authentication and delivery pursuant to oral or electronic instructions from the Company or any
agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in
writing), in either case in accordance with the instrument or instruments delivered pursuant to
clause (a) above;




          (c) the Securities of such series, executed on behalf of the Company by an Authorized
Executive Officer;




          (d) an Opinion of Counsel to the effect that:





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



18









 






          (ii) the terms of such Securities have been duly authorized by the Company and have
been established in conformity with the provisions of this Indenture; and




          (iii) such Securities, when authenticated and delivered by the Trustee and issued and
delivered by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will have been duly issued under this Indenture and will constitute
valid and binding obligations of the Company enforceable against the Company in accordance
with their terms and entitled to the benefits provided by this Indenture, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws relating to or affecting creditors’ rights generally, by general
equitable principles (regardless of whether considered in a proceeding in equity or at law)
and by an implied covenant of good faith, fair dealing and reasonableness;


provided, however, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be provided with such Opinion of Counsel only once at or prior
to the time of the first authentication of such Securities (provided that such Opinion of Counsel
addresses the authentication and delivery of all Securities of such series) and that in lieu of the
opinions described in clauses (ii) and (iii) above Counsel may opine that:





          (x) when the terms of such Securities shall have been established pursuant to a Company
Order or Orders or pursuant to such procedures (acceptable to the Trustee) as may be
specified from time to time by a Company Order or Orders, all as contemplated by and in
accordance with the instrument or instruments delivered pursuant to clause (a) above, such
terms will have been duly authorized by the Company and will have been established in
conformity with the provisions of this Indenture; and




          (y) such Securities, when authenticated and delivered by the Trustee in accordance with
this Indenture and the Company Order or Orders or specified procedures referred to in
paragraph (x) above and issued and delivered by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will have been duly issued under this
Indenture and will constitute valid and binding obligations of the Company enforceable
against the Company in accordance with their terms and entitled to the benefits provided by
this Indenture, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’
rights generally, by general equitable principles (regardless of whether considered in a
proceeding in equity or at law) and by an implied covenant of good faith, fair dealing and
reasonableness.



     With respect to Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Securities, the form,
terms thereof and the legality, validity, binding effect and enforceability thereof, and compliance
of the authentication and delivery thereof with the terms and conditions of this Indenture, upon
the Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this
Section, as applicable, at or prior to the time of the first authentication of Securities of such
series unless and until such opinion or other documents have been superseded or revoked or



19









 







expire
by their terms. In connection with the authentication and delivery of Securities of a series
subject to a Periodic Offering, the Trustee shall be entitled to assume that the Company’s
instructions to authenticate and deliver such Securities do not violate any applicable law or any
applicable rule, regulation or order of any Governmental Authority having jurisdiction over the
Company.



     If the form or terms of the Securities of any series have been established by or pursuant to a
Board Resolution or an Officer’s Certificate as permitted by Sections 201 or 301, the Trustee shall
not be required to authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will materially or adversely 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.



     Each Depositary designated pursuant to Section 301 for a Global Security in registered form
must, at the time of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or regulation.



     Unless otherwise specified as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, each Security shall be dated the date of its authentication.



     Unless otherwise specified as contemplated by Section 301 with respect to any series of
Securities, 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 or an Authenticating Agent 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 and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but shall
never have been issued and sold by the Company, and the Company shall deliver such Security to the
Security Registrar for cancellation as provided in Section 309 together with a written statement
(which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits hereof.



     Section 304. Temporary Securities. Pending the preparation of definitive Securities of any series, or any Tranche thereof, 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, 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; provided, however, that temporary Securities need not recite specific redemption,
sinking fund, conversion or exchange provisions.



20









 





     Unless otherwise specified as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, after the preparation of definitive Securities of such series
or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without
charge to the Holder thereof, for definitive Securities of such series or Tranche upon surrender of
such temporary Securities at the office or agency of the Company maintained pursuant to Section 602
in a Place of Payment for such Securities. Upon such surrender of temporary Securities for such
exchange, the Company shall, except as aforesaid, execute and the Trustee shall authenticate and
deliver in exchange therefor definitive Securities of the same series and Tranche of authorized
denominations and of like tenor and aggregate principal amount.



     Until exchanged in full as hereinabove provided, temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of the same series and
Tranche and of like tenor authenticated and delivered hereunder.



     Section 305. Registration, Registration of Transfer and Exchange. The Company shall cause to be kept in each office designated pursuant to Section 602, with
respect to the Securities of each series, a register (all registers kept in accordance with this
Section being 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 of such series, or any Tranche thereof, and the registration of transfer thereof. The
Company shall designate one Person to maintain the Security Register for the Securities of each
series on a consolidated basis, and such Person is referred to herein, with respect to such series,
as the “Security Registrar.” Anything herein to the contrary notwithstanding, the Company
may designate one or more of its offices as an office in which a register with respect to the
Securities of one or more series shall be maintained, and the Company may designate itself the
Security Registrar with respect to one or more of such series. The Security Register shall be open
for inspection by the Trustee and the Company at all reasonable times.



     Except as otherwise specified as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, upon surrender for registration of transfer of any Security of
such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in
a Place of Payment for such series or Tranche, 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 and Tranche, of authorized denominations and of like tenor and
aggregate principal amount.



     Except as otherwise specified as contemplated by Section 301 with respect to the Securities of
any series, or any Tranche thereof, any Security of such series or Tranche may be exchanged at the
option of the Holder, for one or more new Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at any 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.



21









 





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



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



     If at any time the Depositary for Securities of a series in registered form notifies the
Company that it is unwilling or unable to continue as Depositary for the Securities of such series
or if at any time the Depositary for the Securities of such series shall no longer be eligible
under Section 303, the Company shall appoint a successor Depositary with respect to the Securities
for such series. If (i) a successor Depositary for the Securities of such series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such
ineligibility, or (ii) an Event of Default under Section 801 hereof has occurred and is continuing
with respect to the Securities of such series and the Holders of at least 25% in principal amount
of the Outstanding Securities of such series so requests, the Company’s election pursuant to
Section 301 shall no longer be effective with respect to the Securities for such series and the
Company will execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive Securities of such series, will authenticate and deliver Securities of
such series in definitive form in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such series in exchange for such Global Security or
Securities.



     If specified by the Company pursuant to Section 301 with respect to a series of Securities in
registered form, the Depositary for such series of Securities may surrender a Global Security for
such series of Securities in exchange in whole or in part for Securities of such series of like
tenor and terms and in definitive form or such terms as are acceptable to the Company and such
Depositary. Thereupon the Company shall execute, and, upon receipt of the Company Order, the
Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by
such Depositary a new Security or Securities of the same series, of like tenor and terms and of any
authorized denomination as requested by such Person in aggregate principal amount equal to and in
exchange for such Person’s beneficial interest in the Global Security; and (ii) to such Depositary
a new Global Security of like tenor and terms in a denomination equal to the difference, if any,
between the principal amount of the surrendered Global Security and the aggregate principal amount
of Securities delivered to Holders hereof.



     Upon the exchange of a Global Security for Securities in definitive form representing the
aggregate principal amount of such Global Security, such Global Security shall be cancelled by the
Trustee. Registered Securities issued in exchange for Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. The Trustee shall deliver such Registered Securities to the
persons in whose names such Securities are so registered.



22









 





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



     Unless otherwise specified as contemplated by Section 301 with respect to Securities of any
series, or any Tranche thereof, no service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 406 or 1206 not involving any
transfer.



     The Company shall not be required to execute or to provide for the registration of transfer of
or the exchange of (a) Securities of any series, or any Tranche thereof, during a period of 15 days
immediately preceding the date notice is to be given identifying the serial numbers of the
Securities of such series or Tranche called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security being redeemed in
part.



     Section 306. 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
Tranche, 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 (a) evidence to their satisfaction
of the ownership of and the destruction, loss or theft of any Security and (b) such security or
indemnity as may be reasonably 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 is
held by a Person purporting to be the owner of such Security, 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 Tranche, and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone other than the Holder of such new Security, and any such new Security shall be



23









 







entitled to
all the benefits of this Indenture equally and proportionately with any and all other Securities of
such 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 307. Payment of Interest, Interest Rights Preserved. Unless otherwise specified as contemplated by Section 301 with respect to the Securities of any
series, or any Tranche thereof, 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.



     Subject to Section 312, 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 related
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 (a) or (b) below:



          (a) 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 date (herein called 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 on
or 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 promptly 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 the address of such Holder as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor having been 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.




          (b) 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



24









 






payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.




     Subject to the foregoing provisions of this Section and Section 305, 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 308. 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 absolute owner of such Security for the purpose of receiving payment of principal
of and premium, if any, and (subject to Sections 305 and 307) interest, if any, 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.



     Section 309. Cancellation by Security Registrar. All Securities surrendered for payment, redemption, registration of transfer or exchange shall,
if surrendered to any Person other than the Security Registrar, be delivered to the Security
Registrar and, if not theretofore canceled, shall be promptly canceled by the Security Registrar.
The Company may at any time deliver to the Security Registrar for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever or which the Company shall not have issued and sold, and all Securities so delivered
shall be promptly canceled by the Security Registrar. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Security Registrar shall be
disposed of in accordance with the customary practices of the Security Registrar at the time in
effect, and the Security Registrar shall not be required to destroy any such certificates. The
Security Registrar shall upon request promptly deliver a certificate of disposition to the Trustee
and the Company unless, by a Company Order, similarly delivered, the Company shall direct that
canceled Securities be returned to it. The Security Registrar shall promptly deliver evidence of
any cancellation of a Security in accordance with this Section 309 to the Trustee and the Company.



     Section 310. Computation of Interest. Except as otherwise specified as contemplated by Section 301 for Securities of any series, or
any Tranche thereof, interest on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months and for any period shorter than a full month, on
the basis of the actual number of days elapsed in such period.



     Section 311. Payment to Be in Proper Currency. In the case of the Securities of any series, or any Tranche thereof, denominated in any currency
other than Dollars or in a composite currency (the “Required Currency”), except as
otherwise specified with respect to such Securities as contemplated by Section 301, the obligation
of the Company to make any payment of the principal thereof, or the premium or interest thereon,
shall not be discharged or satisfied by any tender by the Company, or recovery by the Trustee, in
any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the Trustee timely holding the full amount of the Required Currency then due and
payable. If any such tender or



25









 







recovery is in a currency other than the Required Currency, the
Trustee may take such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including without limitation the
risks of delay and exchange rate fluctuation, shall be borne by the Company, the Company shall
remain fully liable for any shortfall or delinquency in the full amount of Required Currency then
due and payable, and in no circumstances shall the Trustee be liable therefor except in the case of
its negligence or willful misconduct.



     Section 312. Extension of Interest Payment. The Company shall have the right at any time, so long as the Company is not in default in the
payment of interest on the Securities of any series hereunder, to extend interest payment periods
on all Securities of one or more series, if so specified as contemplated by Section 301 with
respect to such Securities and upon such terms as may be specified as contemplated by Section 301
with respect to such Securities.



ARTICLE FOUR




REDEMPTION OF SECURITIES




     Section 401. Applicability of Article. Securities of any series, or any Tranche thereof, which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of such series or Tranche) in accordance with this
Article.



     Section 402. Election to Redeem: Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or
an Officer’s Certificate. Except as otherwise specified as contemplated by Section 301 for
Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of such Securities to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture or (b) pursuant
to an election of the Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction or condition.



     Section 403. Selection of Securities to Be Redeemed. If less than all the Securities of any series, or any Tranche thereof, are to be redeemed, the
particular Securities to be redeemed shall be selected by the Trustee from the Outstanding
Securities of such series or Tranche not previously called for redemption, by such method as shall
be provided for any particular series, or, in the absence of any such provision, 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 such series or Tranche
or any integral multiple thereof) of the principal amount of Securities of such series or Tranche
of a denomination larger than the minimum authorized denomination for Securities of such series or
Tranche; provided, however, that if, as indicated in an Officer’s Certificate, the Company shall
have offered to purchase all or any principal amount of the Securities then Outstanding of any



26









 







series, or any Tranche thereof, and less than all of such Securities as to which such offer was
made shall have been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such Securities which
have not been so tendered.



     The Trustee shall promptly notify the Company and the Security Registrar in writing of the
Securities selected for redemption and, in the case of any Securities selected to be redeemed in
part, 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.



     Section 404. Notice of Redemption. Except as otherwise specified as contemplated by Section 301 for Securities of any series,
notice of redemption shall be given in the manner provided in Section 106 to the Holders of the
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



     Except as otherwise specified as contemplated by Section 301 for Securities of any series, all
notices of redemption shall state:



          (a) the Redemption Date,




          (b) the Redemption Price (if known),




          (c) if less than all the Securities of any series or Tranche are to be redeemed, the
identification of the particular Securities to be redeemed and the portion of the principal amount
of any Security to be redeemed in part,




          (d) that on the Redemption Date the Redemption Price, together with accrued interest, if any,
to the Redemption Date, 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,




          (e) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and accrued interest, if any, unless it shall have been specified as contemplated
by Section 301 with respect to such Securities that such surrender shall not be required,




          (f) whether the redemption is at the election of the Company, or is for a sinking or other
fund, if such is the case,




          (g) the CUSIP, ISIN, or other similar number or numbers, if any, assigned to such Securities;
provided, however, that such notice may state that no representation is made as to the correctness
of any or all of such numbers, in which case none of the Company, the Trustee or any agent of the
Company or the Trustee shall have any liability in respect of the use of any such number on such
notices, and the redemption of such Securities shall not be affected by any defect in or omission
of such numbers, and




27









 








          (h) such other matters as the Company shall deem desirable or appropriate.




     Unless otherwise specified with respect to any Securities in accordance with Section 301, with
respect to any notice of redemption of Securities at the election of the Company, unless, upon
giving of such notice, such Securities shall be deemed to have been paid in accordance with Section
701, such notice may, if so provided in the Officer’s Certificate or Board Resolution delivered to
the Trustee pursuant to Section 402, state that such redemption shall be conditional upon the
receipt by the Paying Agent or Agents for such Securities, on or prior to the date fixed for such
redemption, of money sufficient to pay the Redemption Price on such Securities and that if such
money shall not have been so received such notice shall be of no force or effect and the Company
shall not be required to redeem such Securities. In the event that such notice of redemption
contains such a condition and such money is not so received, the redemption shall not be made and
within a reasonable time thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption was not required to
be made. A failure by the Company to provide such moneys or make provision for the payment thereof
shall not constitute an Event of Default under this Indenture. The Paying Agent or Agents for the
Securities otherwise to have been redeemed shall thereupon promptly return to the Holders thereof
any of such Securities which had been surrendered for payment upon such redemption.



     Notice of redemption of Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the
Company or, at the Company’s request, by the Security Registrar in the name and at the expense of
the Company. Notice of mandatory redemption of Securities shall be given by the Security Registrar
in the name and at the expense of the Company.



     Section 405. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in
such notice having been satisfied, the Securities or portions thereof 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, in the case of an unconditional notice of redemption, the Company shall
default in the payment of the Redemption Price and accrued interest, if any) such Securities or
portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with such notice, such Security or portion thereof shall be
paid by the Company at the Redemption Price, together with accrued interest, if any, to the
Redemption Date; provided, however, that no such surrender shall be a condition to
such payment if so specified as contemplated by Section 301 with respect to such Security; and
provided, further, that except as otherwise specified as contemplated by Section
301 with respect to such Security, any installment of interest on any Security the Stated Maturity
of which installment is on or prior to the Redemption Date shall be payable to the Holder of such
Security, or one or more Predecessor Securities, registered as such at the close of business on the
related Regular Record Date according to the terms of such Security and subject to the provisions
of Section 307.



     Section 406. Securities Redeemed in Part. Upon the surrender of any Security which is to be redeemed only in part 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



28









 







writing), 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 Tranche, of any authorized denomination requested
by such Holder and of like tenor and in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.



ARTICLE FIVE




SINKING FUNDS




     Section 501. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the
Securities of any series, or any Tranche thereof, except as otherwise specified as contemplated by
Section 301 for Securities of such series or Tranche.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series, or any Tranche thereof, 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,
or any Tranche thereof, is herein referred to as an “optional sinking fund payment”. If provided
for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 502. Each sinking fund
payment shall be applied to the redemption of Securities of the series or Tranche in respect of
which it was made as provided for by the terms of such Securities.



     Section 502. Satisfaction of Sinking Fund Payments with Securities. The Company (a) may deliver to the Trustee Outstanding Securities (other than any previously
called for redemption) of a series or Tranche in respect of which a mandatory sinking fund payment
is to be made and (b) may apply as a credit Securities of such series or Tranche which have been
redeemed either at the election of the Company pursuant to the terms of such Securities, at the
election of the Holder thereof if applicable, 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 such mandatory sinking fund payment with respect to the Securities of such series;
provided, however, that no Securities shall be applied in satisfaction of a
mandatory sinking fund payment if such Securities shall have been previously so applied.
Securities so applied 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 mandatory sinking fund payment shall be reduced accordingly.



     Section 503. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each mandatory sinking fund payment date for the Securities of
any series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s
Certificate specifying:



          (a) the amount of the next succeeding mandatory sinking fund payment for such series or
Tranche;



29









 







          (b) the amount, if any, of the optional sinking fund payment to be made together with such
mandatory sinking fund payment;




          (c) the aggregate sinking fund payment;




          (d) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by
the payment of cash; and




          (e) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by
delivering and crediting Securities of such series or Tranche pursuant to Section 502 and stating
the basis for such credit and that such Securities have not previously been so credited, and the
Company shall also deliver to the Trustee any Securities to be so delivered.




     If the Company shall have not delivered such Officer’s Certificate and, to the extent
applicable, all such Securities, the next succeeding sinking fund payment for such series or
Tranche shall be made entirely in cash in the amount of the mandatory sinking fund payment. 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
403 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 404. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Sections 405 and 406.



ARTICLE SIX




COVENANTS




     Section 601. Payment of Principal, Premium and Interest. The Company shall pay the principal of and premium, if any, and interest, if any, on the
Securities of each series in accordance with the terms of such Securities and this Indenture.



     Section 602. Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for the Securities of each series, or any
Tranche thereof, an office or agency where payment of such Securities shall be made, where the
registration of transfer or exchange of such Securities may be effected and where notices and
demands to or upon the Company in respect of such Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any change in the
location, of each such office or agency and prompt notice to the Holders of any such change in the
manner specified in Section 106. If at any time the Company shall fail to maintain any such
required office or agency in respect of Securities of any series, or any Tranche thereof, or shall
fail to furnish the Trustee with the address thereof, payment of such Securities shall be made,
registration of transfer or exchange thereof may be effected and notices and demands in
respect thereof may be served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent for all such purposes in any such event.



     The Company may also from time to time designate one or more other offices or agencies with
respect to the Securities of one or more series, or any Tranche thereof, for any or all of the



30









 







foregoing purposes and may from time to time rescind such designations; provided,
however, that, unless otherwise specified as contemplated by Section 301 with respect to
the Securities of such series or Tranche, no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency for such purposes in each
Place of Payment for such Securities in accordance with the requirements set forth above. The
Company shall give prompt written notice to the Trustee, and prompt notice to the Holders in the
manner specified in Section 106, of any such designation or rescission and of any change in the
location of any such other office or agency.



     Anything herein to the contrary notwithstanding, any office or agency required by this Section
may be maintained at an office of the Company, in which event the Company shall perform all
functions to be performed at such office or agency.



     Section 603. 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 the Securities of
any series, or any Tranche thereof, it shall, on or before each due date of the principal of and
premium, if any, and interest, if any, on any of such Securities, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium or
interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided. The Company shall promptly notify the Trustee in
writing of any failure by the Company (or
any other obligor on such Securities) to make any payment of principal of or premium, if any, or
interest, if any, on such Securities.



     Whenever the Company shall have one or more Paying Agents for the Securities of any series, or
any Tranche thereof, it shall, on or before each due date of the principal of and premium, if any,
and interest, if any, on such Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such sums to be held in
trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless
such Paying Agent is the Trustee) the Company shall promptly notify
the Trustee in
writing of any failure by
it so to act.



     The Company shall cause each Paying Agent for the Securities of any series, or any Tranche
thereof, other than the Company or 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 shall:



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




          (b) give the Trustee notice of any failure by the Company (or any other obligor upon such
Securities) to make any payment of principal of or premium, if any, or interest, if any, on such
Securities; and




          (c) at any time during the continuance of any such failure, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying



31









 






Agent and furnish to
the Trustee such information as it possesses regarding the names and addresses of the Persons
entitled to such sums.




     The Company may at any time 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, if so stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; 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 and premium, if any, or interest, if any, on any Security
and remaining unclaimed for two years after such principal and premium, if any, or interest has
become due and payable shall be paid to the Company on Company Request, or, if then held by the
Company, shall be discharged from such trust; and, upon such payment or discharge, the Holder of
such Security shall, as an unsecured general creditor and not as a Holder of an Outstanding
Security, look only to the Company for payment of the amount so due and payable and remaining
unpaid, 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
payment to the Company, may at the expense of the Company cause to be mailed, on one occasion only,
notice to such Holder that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such mailing, any unclaimed balance of such
money then remaining will be paid to the Company.



     Section 604. Corporate Existence. Subject to the rights of the Company under Article Eleven, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence.



     Section 605. Maintenance of Properties. The Company shall cause (or, with respect to property owned in common with others, make
reasonable effort to cause) all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and shall cause (or, with respect
to property owned in common with others, make reasonable effort to cause) to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as, in the judgment of
the Company, may be necessary so that the business carried on in connection therewith may be
properly conducted; provided however, that nothing in this Section shall prevent
the Company from discontinuing, or causing the discontinuance of, the operation and
maintenance of any of its properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business.



     Section 606. Annual Officer’s Certificate as to Compliance. Not later than May 1 in each year, commencing May 1, 2010 the Company shall deliver to the
Trustee an Officer’s Certificate which need not comply with Section 102, executed by the principal
executive officer, the principal financial officer or the principal accounting officer of the
Company, as to such officer’s knowledge of the Company’s compliance with all conditions and
covenants under this Indenture, such compliance to be determined without regard to any period of
grace or



32









 







requirement of notice under this Indenture, and making any other statements as may be
required by the provisions of Section 314(a)(4) of the Trust Indenture Act.



     Section 607. Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition
set forth in (a) Section 602 or any additional covenant or restriction specified with respect to
the Securities of any series, or any Tranche thereof, as contemplated by Section 301, if before the
time for such compliance the Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series and Tranches with respect to which compliance with Section 602 or such
additional covenant or restriction is to be omitted, considered as one class, shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition and (b) Section 604, 605 or Article Eleven if before the time for such
compliance the Holders of a majority in principal amount of Securities Outstanding under this
Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition; but, in the case of (a) or (b), no such
waiver shall extend to or affect such term, provision or condition except to the extent so
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 SEVEN




SATISFACTION AND DISCHARGE




     Section 701. Satisfaction and Discharge of Securities. Any Security or Securities, or any portion of the principal amount thereof, shall be deemed to
have been paid for all purposes of this Indenture, and the entire indebtedness of the Company in
respect thereof shall be deemed to have been satisfied and discharged, if there shall have been
irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust:



          (a) money in an amount which shall be sufficient, or



          (b) in the case of a deposit made prior to the Maturity of such Securities or portions
thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or
other prepayment thereof at the option of the issuer thereof, the principal of and
the interest on which when due, without any regard to reinvestment thereof, will provide
moneys which, together with the money, if any, deposited with or held by the Trustee or such Paying
Agent, shall be sufficient, or



          (c) a combination of (a) or (b) which shall be sufficient,


to pay when due the principal of and premium, if any, and interest, if any, due and to become due
on such Securities or portions thereof on or prior to Maturity; provided, however,
that in the case of the provision for payment or redemption of less than all the Securities of any
series or Tranche, such Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to the validity of such
redemption


33









 






shall have been given or irrevocable authority shall have been given by the Company to
the Trustee to give such notice, under arrangements satisfactory to the Trustee; and
provided, further, that the Company shall have delivered to the Trustee and such
Paying Agent:





          (x) if such deposit shall have been made prior to the Maturity of such Securities, a
Company Order stating that the money and Eligible Obligations deposited in accordance with
this Section shall be held in trust, as provided in Section 703; and




          (y) if Eligible Obligations shall have been deposited, an Opinion of Counsel that the
obligations so deposited constitute Eligible Obligations and do not contain provisions
permitting the redemption or other prepayment at the option of the issuer thereof, and an
opinion of an independent public accountant of nationally recognized standing, selected by
the Company, to the effect that the requirements set forth in clause (b) above have been
satisfied; and




          (z) if such deposit shall have been made prior to the Maturity of such Securities, (i)
an Officer’s Certificate stating the Company’s intention that, upon delivery of such
Officer’s Certificate, its indebtedness in respect of such Securities or portions thereof
will have been satisfied and discharged as contemplated in this Section, and (ii) an Opinion
of Counsel to the effect that, as a result of a change in law occurring or a ruling of the
United States Internal Revenue Service issued after the date of issuance of such Securities,
the Holders of such Securities, or portions of the principal amount thereof, will not
recognize income, gain or loss for United States federal income tax purposes as a result of
the satisfaction and discharge of the Company’s indebtedness in respect thereof and will be
subject to United States federal income tax on the same amounts, at the same times and in
the same manner as if such satisfaction and discharge had not been effected.



     Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon
receipt of a Company Request, acknowledge in writing that the Security or Securities or portions
thereof with respect to which such deposit was made are deemed to have been paid for all purposes
of this Indenture and that the entire indebtedness of the Company in respect thereof has been
satisfied and discharged as contemplated in this Section. In the event that all of the conditions
set forth in the preceding paragraph shall have been satisfied in respect of any Securities or
portions thereof except that, for any reason, the Officer’s Certificate and Opinion of
Counsel specified in clause (z) shall not have been delivered, such Securities or portions
thereof shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the
Holders of such Securities or portions thereof shall nevertheless be no longer entitled to the
benefits of this Indenture or of any of the covenants of the Company under Article Six (except the
covenants contained in Sections 602 and 603) or any other covenants made in respect of such
Securities or portions thereof as contemplated by Section 301, but the indebtedness of the Company
in respect of such Securities or portions thereof shall not be deemed to have been satisfied and
discharged prior to Maturity for any other purpose, and the Holders of such Securities or portions
thereof shall continue to be entitled to look to the Company for payment of the indebtedness
represented thereby; and, upon Company Request, the Trustee shall



34









 







acknowledge in writing that such
Securities or portions thereof are deemed to have been paid for all purposes of this Indenture.



     If payment at Stated Maturity of less than all of the Securities of any series, or any Tranche
thereof, is to be provided for in the manner and with the effect provided in this Section, the
Security Registrar shall select such Securities, or portions of principal amount thereof, in the
manner specified by Section 403 for selection for redemption of less than all the Securities of a
series or Tranche.



     In the event that Securities which shall be deemed to have been paid for purposes of this
Indenture, and, if such is the case, in respect of which the Company’s indebtedness shall have been
satisfied and discharged, all as provided in this Section do not mature and are not to be redeemed
within the 60 day period commencing with the date of the deposit of moneys or Eligible Obligations,
as aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner as a
notice of redemption with respect to such Securities, to the Holders of such Securities to the
effect that such deposit has been made and the effect thereof.



     Notwithstanding that any Securities shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such
Securities under Sections 304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907, 909
and 915 and this Article Seven shall survive such satisfaction and discharge.



     The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which Eligible
Obligations shall have been deposited as provided in this Section against, any tax, fee or other
charge imposed on or assessed against such Eligible Obligations or the principal or interest
received in respect of such Eligible Obligations, including, but not limited to, any such tax
payable by any entity deemed, for tax purposes, to have been created as a result of such deposit.



     Anything herein to the contrary notwithstanding, (a) if, at any time after a Security would be
deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s
indebtedness in respect thereof would be deemed to have been satisfied or discharged, pursuant to
this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent,
as the case may be, shall be required to return the money or Eligible Obligations, or combination
thereof, deposited with it as aforesaid to the Company or its representative under any applicable
Federal or State bankruptcy, insolvency or other similar law, such Security shall thereupon be
deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s
indebtedness in respect thereof shall retroactively be deemed
not to have been effected, and such Security shall be deemed to remain Outstanding and (b) any
satisfaction and discharge of the Company’s indebtedness in respect of any Security shall be
subject to the provisions of the last paragraph of Section 603.



     Section 702. Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request, accompanied by an Officer’s Certificate and an
Opinion of Counsel in compliance with Section 102 of this Indenture, cease to be of further effect
(except as hereinafter expressly provided), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when



35









 





          (a) no Securities remain Outstanding hereunder; and




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



provided, however, that if, in accordance with the last paragraph of Section 701,
any Security, previously deemed to have been paid for purposes of this Indenture, shall be deemed
retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively not
to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and
the Company shall execute and deliver such instruments as the Trustee shall reasonably request to
evidence and acknowledge the same.




     Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee under Sections 304, 305, 306, 404, 503 (as to notice of redemption),
602, 603, 907, 909 and 915 and this Article Seven shall survive.



     Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee
shall assign, transfer and turn over to the Company, subject to the lien provided by Section 907,
any and all money, securities and other property then held by the Trustee for the benefit of the
Holders of the Securities other than money and Eligible Obligations held by the Trustee pursuant to
Section 703.



     Section 703. Application of Trust Money. Neither the Eligible Obligations nor the money deposited pursuant to Section 701, nor the
principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount thereof in respect of
which such deposit was made, all subject, however, to the provisions of Section 603;
provided, however, that, so long as there shall not have occurred and be continuing
an Event of Default, any cash received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent practicable and upon Company
Request, be invested in Eligible Obligations of the type described in clause (b) in the first
paragraph of Section 701 maturing at such times and in such amounts as shall be sufficient,
together with any other moneys and the principal of and interest on any other Eligible Obligations
then held by the Trustee, to pay when due the principal of and premium, if any, and interest, if
any, due and to
become due on such Securities or portions thereof on and prior to the Maturity thereof, and
interest earned from such reinvestment shall be paid over to the Company as received, free and
clear of any trust, lien or pledge under this Indenture except the lien provided by Section 907;
and provided, further, that, so long as there shall not have occurred and be
continuing an Event of Default, any moneys held in accordance with this Section on the Maturity of
all such Securities in excess of the amount required to pay the principal of and premium, if any,
and interest, if any, then due on such Securities shall be paid over to the Company free and clear
of any trust, lien or pledge under this Indenture except the lien provided by Section 907; and
provided, further, that if an Event of Default shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall be held until such
Event of Default shall have been waived or cured.



36









 





ARTICLE EIGHT




EVENTS OF DEFAULT; REMEDIES




     Section 801. Events of Default. “Event of Default”, wherever used herein with respect to Securities of any series, means
any one of the following events:



          (a) failure to pay interest, if any, on any Security of such series within 30 days after the
same becomes due and payable; provided, however, that a valid extension of the
interest payment period by the Company as contemplated in Section 312 of this Indenture shall not
constitute a failure to pay interest for this purpose; or




          (b) failure to pay the principal of or premium, if any, on any Security of such series at its
Maturity; or




          (c) failure to perform or breach of any covenant or warranty of the Company in this Indenture
(other than a covenant or warranty a default in the performance of which or breach of which is
elsewhere in this Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of one or more series of Securities other than such series) 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 33% in principal amount
of the Outstanding Securities of such 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, unless the Trustee, or the Trustee and the Holders of a principal amount of Securities
of such series not less than the principal amount of Securities the Holders of which gave such
notice, as the case may be, shall agree in writing to an extension of such period prior to its
expiration; provided, however, that the Trustee, or the Trustee and the Holders of
such principal amount of Securities of such series, as the case may be, shall be deemed to have
agreed to an extension of such period if corrective action is initiated by the Company within such
period and is being diligently pursued; or




          (d) the entry by a court having jurisdiction in the premises of (1) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one or
more Persons other than the Company 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 for the
Company or for any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of 90 consecutive days; or




          (e) the commencement by the Company of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar 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 a case or proceeding



37









 






under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar 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 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 authorization of such action by the Board of Directors; or




          (f) any other Event of Default with respect to Securities of such series as shall have been
specified in the terms thereof as contemplated by Section 301(o).




     Section 802. Acceleration of Maturity; Rescission and Annulment. If an Event of Default due to the default in payment of principal of, or interest on, any series
of Securities or due to the default in the performance or breach of any other covenant or warranty
of the Company applicable to the Securities of such series but not applicable to all Outstanding
Securities shall have occurred and be continuing, either the Trustee or the Holders of not less
than 33% in principal amount of the Securities of such series may then declare the principal amount
(or, if any of the Securities of such series are Discount Securities, such portion of the principal
amount as may be specified in the terms thereof as contemplated by Section 301) of all Securities
of such series and interest accrued thereon to be due and payable immediately. If an Event of
Default due to default in the performance of any other of the covenants or agreements herein
applicable to all Outstanding Securities or an Event of Default specified in Section 801 (d) or (e)
shall have occurred and be continuing, either the Trustee or the Holders of not less than 33% in
principal amount of all Securities then Outstanding (considered as one class), and not the Holders
of the Securities of any one of such series, may declare the principal of all Securities and
interest accrued thereon to be due and payable immediately. As a consequence of each such
declaration (herein referred to as a declaration of acceleration) with respect to Securities of any
series, the principal amount (or portion thereof in the case of Discount Securities) of such
Securities and interest accrued thereon shall become due and payable immediately.



     At any time after such a declaration of acceleration with respect to Securities of any series
shall have been made and before a judgment or decree for payment of the money due shall have been
obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default
giving rise to such declaration of acceleration shall, without further act, be deemed to have been
waived, and such declaration and its consequences shall, without further act, be deemed to have
been rescinded and annulled, if



          (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay





          (1) all overdue interest on all Securities of such series;




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



38









 






          (3) to the extent that payment of such interest is lawful, interest upon overdue
interest, if any, at the rate or rates prescribed therefor in such Securities;




          (4) all amounts due to the Trustee under Section 907; and



          (b) any other Event or Events of Default with respect to Securities of such series, other than
the nonpayment of the principal of Securities of such series which shall have become due solely by
such declaration of acceleration, shall have been cured or waived as provided in Section 813.



No such rescission shall affect any subsequent Event of Default or impair any right consequent
thereon.




     Section 803. Collection of Indebtedness and Suits for Enforcement by Trustee. If an Event of Default described in clause (a) or (b) of Section 801 shall have occurred and be
continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Securities for principal and premium, if
any, and interest, if any, and, to the extent permitted by law, interest on any overdue principal
and interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under
Section 907.



     If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated.



     If an Event of Default with respect to Securities of any series shall have occurred and be
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 under the Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual 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 804. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,



          (a) to file and prove a claim for the whole amount of principal, premium, if any, and
interest, if any, owing and unpaid in respect of the Securities and to file such other



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papers or
documents as may be necessary or advisable in order to have the claims of the Trustee (including
any claim for amounts due to the Trustee under Section 907) and of the Holders allowed in such
judicial proceeding, and




          (b) 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 amounts due it under Section 907.




     Nothing herein contained 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.



     Section 805. 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 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 in respect of which
such judgment has been recovered.



     Section 806. Application of Money Collected. Any money or other property 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 premium, if any, or
interest, if any, upon presentation of the Securities in respect of which or for the benefit of
which such money shall have been collected and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:



          (a) First, to the payment of all amounts due the Trustee (including any predecessor Trustee)
under Section 907;




          (b) Second, to the payment of the amounts then due and unpaid upon the Securities for
principal of and premium, if any, and interest, if any, 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, premium, if any, and interest, if
any, respectively; and




          (c) Third, to the payment of the remainder, if any, to the Company or as a court of competent
jurisdiction may direct.




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     Section 807. Limitation on Suits. No Holder 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:



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




          (b) the Holders of a majority in aggregate principal amount of the Outstanding Securities of
all series in respect of which an Event of Default shall have occurred and be continuing,
considered as one class, 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;




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




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




          (e) no direction inconsistent with such written request shall have been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series in respect of which an Event of Default shall have occurred
and be continuing, considered as one class;



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 808. 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 premium, if
any, and (subject to Sections 307 and 312) interest, if any, on such Security on the Stated
Maturity or 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 809. 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 shall have been discontinued or abandoned for any reason, or
shall have been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, and Trustee and such Holder shall be
restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and such Holder shall continue as though no such proceeding had been
instituted.



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     Section 810. Rights and Remedies Cumulative. Except as otherwise provided in the last paragraph of Section 306, 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 811. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder 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.



     Section 812.
Control by Majority Holders of Securities. If an Event of Default shall have occurred and be continuing in respect of a series of
Securities, the Holders of a majority in principal amount of the Outstanding Securities of a 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, however, that if an Event of Default
shall have occurred and be continuing with respect to more than one series of Securities, the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all such
series, considered as one class, shall have the right to make such direction, and not the Holders
of the Securities of any one of such series; and provided, further, that (a) such
direction shall not be in conflict with any rule of law or with this Indenture, and could not
involve the Trustee in personal liability in circumstances where indemnity would not, in the
Trustee’s sole discretion, be adequate, and (b) the Trustee may take any other action, deemed
proper by the Trustee, which is not inconsistent with any such direction.



     Section 813. 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



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




          (b) in respect of a covenant or provision hereof which under Section 1202 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 and all Events 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.



42









 





     Section 814. Undertaking for Costs. The Company and the Trustee agree, and each Holder by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of all series in respect of which such suit may be brought, considered as one class, or
to any suit instituted by any Holder for the enforcement of the payment of the principal of or
premium, if any, or interest, if any, on any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the Redemption Date).



     Section 815. Waiver of 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
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 NINE




THE TRUSTEE




     Section 901. Certain Duties and Responsibilities.



          (a) Except
during the continuance of an Event of Default, the duties of the
Trustee shall be determined by the express
provisions of this Indenture and the Trustee need perform only those
duties that are specifically set forth in this Indenture and any
 responsibilities specified
with respect to an indenture trustee in the Trust Indenture Act and no implied covenants or
obligations shall be read into this Indenture against the Trustee. For purposes of Sections 315(a)
and 315(c) of the Trust Indenture Act, the term “default” is hereby defined as an Event of Default
which has occurred and is continuing.




          (b) 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 in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.




          (c) Notwithstanding anything contained in this Indenture to the contrary, the duties and
responsibilities of the Trustee under this Indenture shall be subject to the protections,
exculpations and limitations on liability afforded to an indenture trustee under the provisions of



43









 






the Trust Indenture Act. The same protections, exculpations and limitations on liability afforded
to the Trustee will apply equally to any Agent, acting in its capacity as such, with respect to any
series of Securities. For the purposes of Sections 315(b) and 315(d)(2) of the Trust Indenture Act,
the term “responsible officer” is hereby defined as a Responsible Officer and the chairman or vice
chairman of the board of directors, the chairman or vice chairman of the executive committee of the
board of directors, the president, any vice president, the secretary, any assistant secretary, the
treasurer any assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller and any assistant controller of the Trustee, or any other
officer of the Trustee customarily performing functions similar to those performed by a Responsible
Officer or any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.




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




     Section 902. Notice of Defaults. The Trustee shall give notice of any default hereunder known to the Trustee with respect to the
Securities of any series to the Holders of Securities of such series in the manner and to the
extent required to do so by the Trust Indenture Act, unless such default shall have been cured or
waived; provided, however, that in the case of any default of the character
specified in Section 801(c), no such notice to Holders shall be given until at least 45 days after
the occurrence thereof. For the purpose of this Section and clause (h) of Section 903, the term
“default” means any event which is, or after notice or lapse of time, or both, would become, an
Event of Default.



     Section 903. Certain Rights of Trustee. Subject to the provisions of Section 901 and to the applicable provisions of the Trust Indenture
Act:



          (a) before
the Trustee acts or refrains from acting, it may require an
Officer’s Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to
take in good faith reliance on such Officer’s Certificate or
Opinion of Counsel. The
 Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, Officer’s Certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;




          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, or as otherwise expressly provided herein, and any
resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;




          (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, conclusively rely upon an Officer’s Certificate or
Opinion of Counsel;




44









 








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




          (e) 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 Holder pursuant to this Indenture, unless
such Holder shall have offered to the Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in compliance with such
request or direction;




          (f) 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, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall (subject to applicable legal requirements) be
entitled to examine, during normal business hours, the books, records and premises of the Company,
personally or by agent or attorney at the expense of the Company and shall incur no liability of
any kind by reason of such inquiry or investigation;




          (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys, and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;




          (h) the Trustee shall not be charged with knowledge of any default (as defined in Section 902)
or Event of Default, as the case may be, with respect to the Securities of any series for which it
is acting as Trustee unless either (1) a Responsible Officer of the Trustee shall have actual
knowledge that such default or Event of Default, as the case may be, exists and constitutes a
default or Event of Default under this Indenture or (2) written notice of such default or Event of
Default, as the case may be, shall have been given in the manner provided in Section 105 hereof to
the Trustee by the Company, any other obligor on such Securities or by any Holder of such
Securities and such notice refers to such Securities and this Indenture;




          (i) the parties hereto acknowledge in accordance with Section 326 of the Patriot Act, the
Trustee, like all financial institutions and in order to help fight the funding of terrorism and
money laundering, is required to obtain, verify and record information that indentifies each person
or legal entity that establishes a relationship or opens an account with the Trustee. The parties
to this Indenture agree that they will provide the Trustee with all such information as it may
reasonably request in order to satisfy the requirements or its obligations under such act;




          (j) 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




45









 








          (k) the Trustee shall not be liable for any action it takes or omits to take in good faith
which it reasonably believes to be authorized or within its rights or
powers,
provided that the Trustee’s conduct does not constitute
negligence or willful misconduct. In no event shall the
Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has
been advised of the likelihood of such loss or damage and regardless of the form of action.




     Section 904. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities (except the Trustee’s certificates of
authentication) shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company
of Securities or the proceeds thereof.



     Section 905. May Hold Securities. Each of the Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 908 and 913, may otherwise deal with the Company
with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.



     Section 906. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds, except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as expressly provided herein or otherwise agreed with, and for the
sole benefit of, the Company.



     Section 907. Compensation and Reimbursement. The Company shall:



          (a) pay to the Trustee from time to time such compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as the Company and the Trustee shall agree in
writing;




          (b) except as otherwise expressly provided herein, reimburse the Trustee upon its request for
reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except to the extent that any such expense,
disbursement or advance may be attributable to the Trustee’s own
negligence, willful misconduct or
bad faith; and




          (c) indemnify the Trustee for, and hold it harmless from and against, any loss, liability,
claim, damage or expense incurred by it arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder or the performance of its duties hereunder,
including the reasonable costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense shall be determined to have been caused by its own gross
negligence, willful misconduct or bad faith.




46









 








     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, other than property and funds held in trust under Section 703 (except as
otherwise provided in Section 703).



     In addition to and without prejudice to the rights provided to the Trustee under any of the
provisions of this Indenture, when the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 801(d) or Section 801(e), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal or State bankruptcy,
insolvency or other similar law.



     “Trustee” for purposes of this Section shall include any predecessor Trustee;
provided, however, that the negligence, willful misconduct or bad faith of any
Trustee hereunder shall not affect the rights of any other Trustee hereunder.



     The provisions of this Section 907 shall survive the discharge of the Company’s obligation in
respect of any Securities, including under Article Seven, the termination of this Indenture for any
reason and the resignation or removal of any Trustee.



     Section 908. Disqualification; Conflicting Interests. If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the fullest
extent permitted thereby, the Trustee, in its capacity as trustee in respect of the Securities of
any series, shall not be deemed to have a conflicting interest arising from its capacity as trustee
in respect of the Securities of any other series. Nothing herein shall prevent the Trustee from
filing with the Commission the application referred to in the second to last paragraph of Section
310(b) of the Trust Indenture Act.



     Section 909. Corporate Trustee Required: Eligibility. There shall at all times be a Trustee hereunder which shall be



          (a) a Corporation organized and doing business under the laws of the United States, any State
or Territory thereof or the District of Columbia, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal or State authority, or




          (b) if and to the extent permitted by the Commission by rule, regulation or order upon
application, a Corporation or other Person organized and doing business under the laws of a foreign
government, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign
currency and subject to supervision or examination by authority of such foreign government or a
political subdivision thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees, and, in either case, qualified and eligible under this
Article and the Trust Indenture Act. If such Corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or



47









 






examining authority, then
for the purposes of this Section, the combined capital and surplus of such Corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.




     Section 910. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant
to this Article shall become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 911.



          (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 911 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may at the expense of the Company
petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.




          (c) The Trustee may be removed at any time with respect to the Securities of any series by Act
of the Holders of a majority in principal amount of the Outstanding Securities of such series
delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee
required by Section 911 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the removed Trustee may at the expense of the Company petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.




          (d) If at any time:





          (1) the Trustee shall fail to comply with Section 908 after written request therefor by
the Company or by any Holder who has been a bona fide Holder for at least six months, or




          (2) the Trustee shall cease to be eligible under Section 909 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




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


then, in any such case, (x) the Company by a Board Resolution may remove the Trustee with respect
to all Securities or (y) subject to Section 814, any Holder who has been a bona fide Holder for at
least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Securities and the
appointment of a successor Trustee or Trustees.




          (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated in clause



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(y) in
Subsection (d) of this Section), with respect to the Securities of one or more series, the Company
shall promptly appoint a successor Trustee or Trustees with respect to the Securities of
that or those series (it being understood that any such successor Trustee may be appointed
with respect to the Securities of one or more or all of such series and that at any time there
shall be only one Trustee with respect to the Securities of any particular series) and shall comply
with the applicable requirements of Section 911. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 911, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted appointment in the manner
required by Section 911, any Holder who has been a bona fide Holder of a Security of such series
for at least six months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.




          (f) So long as no event which is, or after notice or lapse of time, or both, would become, an
Event of Default shall have occurred and be continuing, and except with respect to a Trustee
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities
pursuant to Subsection (e) of this Section, if the Company shall have delivered to the Trustee (i)
a Board Resolution appointing a successor Trustee, effective as of a date specified therein, and
(ii) an instrument of acceptance of such appointment, effective as of such date, by such successor
Trustee in accordance with Section 911, the Trustee shall be deemed to have resigned as
contemplated in Subsection (b) of this Section, the successor Trustee shall be deemed to have been
appointed by the Company pursuant to Subsection (e) of this Section and such appointment shall be
deemed to have been accepted as contemplated in Section 911, all as of such date, and all other
provisions of this Section and Section 911 shall be applicable to such resignation, appointment and
acceptance except to the extent inconsistent with this Subsection (f).




          (g) The Company (or, should the Company fail so to act promptly, the successor trustee at the
expense of the Company) shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series-and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its corporate trust office.




     Section 911. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of all series, every such successor Trustee so appointed shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act,



49









 







deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute
and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts
of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject nevertheless to its lien
provided for in Section 907.



          (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee, upon payment of all sums owed to it, shall
duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject nevertheless to its lien provided for in
Section 907.




          (c) Upon request of any such successor Trustee, the Company shall execute any instruments
which fully vest in and confirm to such successor Trustee all such rights, powers and trusts
referred to in Subsection (a) or (b) of this Section, as the case may be.




          (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.




     Section 912. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person
shall be otherwise qualified and eligible under this Article, without the execution or filing of
any paper or any



50









 







further act on the part of any of the parties hereto. In case any Securities
shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.



     Section 913. Preferential Collection of Claims Against Company. If the Trustee shall be or become a creditor of the Company or any other obligor upon the
Securities (other than by reason of a relationship described in Section 311(b) of the Trust
Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor. For
purposes of Section 311(b) of the Trust Indenture Act:



          (a) the term “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or securities in currency or
in checks or other orders drawn upon banks or bankers and payable upon demand;




          (b) the term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing
the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise
and which is secured by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.




     Section 914. Co-trustees and Separate Trustees. At any time or times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least 33% in principal amount of the Securities then
Outstanding, the Company shall for such purpose join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to appoint, one or more Persons approved by
the Trustee either to act as co-trustee, jointly with the Trustee, or to act as separate trustee,
in either case with such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the Company does not
join in such appointment within 15 days after the receipt by it of a request so to do, or if an
Event of Default shall have occurred and be continuing, the Trustee alone shall have power to make
such appointment.



     Should any written instrument or instruments from the Company be required by any co-trustee or
separate trustee so appointed to more fully confirm to such co-trustee or separate
trustee such property, title, right or power, any and all such instruments shall, on request,
be executed, acknowledged and delivered by the Company.



     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions:



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          (a) the Securities shall be authenticated and delivered, and all rights, powers, duties and
obligations hereunder in respect of the custody of securities, cash and other personal property
held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised
solely, by the Trustee;




          (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in
respect of any property covered by such appointment shall be conferred or imposed upon and
exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which any particular act is
to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee;




          (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence
of the Company, may accept the resignation of or remove any co-trustee or separate trustee
appointed under this Section, and, if an Event of Default shall have occurred and be continuing,
the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or
separate trustee without the concurrence of the Company. Upon the written request of the Trustee,
the Company shall join with the Trustee in the execution and delivery of all instruments and
agreements necessary or proper to effectuate such resignation or removal. A successor to any
co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in
this Section;




          (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any
act or omission of the Trustee, or any other such trustee hereunder; and the Trustee shall not be
personally liable by reason of any act or omission of any other such trustee hereunder; and




          (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each
such co-trustee and separate trustee.




     Section 915. Appointment of Authenticating Agent. The Trustee may appoint an Authenticating Agent or Agents with respect to the Securities of one
or more series, or Tranche thereof, which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series or Tranche issued upon original issuance and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a Corporation organized and
doing business under the laws of the United States, any State or territory thereof or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or
State authority. If such



52









 







Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.



     Any Corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any Corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



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



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



     The provisions of Sections 308, 904 and 905 shall be applicable to each Authenticating Agent.



     If an appointment with respect to the Securities of one or more series shall be made pursuant
to this Section, the Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternate certificate of authentication substantially
in the following form:



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



Dated:




	 	 	 	 	 
	 	
 	 
	 	As Trustee 	 



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	 	By  	
 	 
	 	 	As Authenticating Agent 	 
	 	 	 
	 	By  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     If all of the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint, in
accordance with this Section and in accordance with such procedures as shall be acceptable to the
Trustee, an Authenticating Agent having an office in a Place of Payment designated by the Company
with respect to such series of Securities.



ARTICLE TEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




     Section 1001. Lists of Holders. Semiannually, not later than January 1 and July 1 in each year, commencing January 1, 2010
and at such other times as the Trustee may request in writing, the Company shall furnish or cause
to be furnished to the Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it in any other
capacity and afford to the Holders access to information so preserved by it, all to such extent, if
any, and in such manner as shall be required by the Trust Indenture Act; provided,
however, that no such list need be furnished so long as the Trustee shall be the Security
Registrar.



     Section 1002. Reports by Trustee and Company. Not later than June 15 in each year, commencing with the year 2010, the Trustee shall transmit
to the Holders, the Commission and each securities exchange upon which any Securities are listed, a
report, dated as of the next preceding May 15, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent
required by the Trust Indenture Act. The Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Securities are listed, and the Company shall file with the
Trustee (within 30 days after filing with the Commission in the case of reports which pursuant to
the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and
transmit to the Holders, such other information, reports and other documents, if any, at such times
and in such manner, as shall be required by the Trust Indenture Act. The Company shall notify the
Trustee of the listing or delisting of any Securities on any securities exchange. Delivery of such
reports, information and documents filed with the Commission pursuant to the Exchange Act, to the
Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute
notice or constructive notice of any information contained therein, including the Company’s



54









 







compliance with any of its covenants hereunder (as to
which the Trustee is entitled to rely exclusively on Officer’s Certificates).



ARTICLE ELEVEN




CONSOLIDATION, MERGER CONVEYANCE OR OTHER TRANSFER




     Section 1101. Company May Consolidate, etc. Only on Certain Terms. The Company shall not consolidate with or merge into any other Person, or convey or otherwise
transfer or lease its properties and assets substantially as an entirety to any Person, unless



          (a) the Person formed by such consolidation or into which the Company is merged or the Person
which acquires by conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a Person 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, the due and punctual payment of the principal of and premium, if any, and interest, if
any, on all Outstanding Securities and the performance of every covenant of this Indenture on the
part of the Company to be performed or observed;




          (b) immediately after giving effect to such transaction no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing; and




          (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease and
such supplemental indenture comply with this Article and that all conditions precedent herein
provided for relating to such transactions have been complied with.




     Section 1102. Successor Person Substituted. Upon any consolidation by the Company with or merger by the Company into any other Person or any
conveyance, or other transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 1101, the successor Person formed by
such consolidation or into which the Company is merged or the Person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of and released from all obligations and covenants under this Indenture
and the Securities Outstanding hereunder.



ARTICLE TWELVE




SUPPLEMENTAL INDENTURES




     Section 1201. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company and the Trustee, at any time and from time to
time, may



55









 







enter into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:



          (a) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Securities, all as provided in Article
Eleven; or




          (b) to add one or more covenants of the Company or other provisions for the benefit of all
Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be
Outstanding, Securities of one or more specified series, or one or more specified Tranches thereof,
or to surrender any right or power herein conferred upon the Company; or




          (c) to add any additional Events of Default with respect to all or any series of Securities
Outstanding hereunder; or




          (d) to change or eliminate any provision of this Indenture or to add any new provision to this
Indenture; provided, however, that if such change, elimination or addition shall
adversely affect the interests of the Holders of Securities of any series or Tranche Outstanding on
the date of such indenture supplemental hereto in any material respect, such change, elimination or
addition shall become effective with respect to such series or Tranche only pursuant to the
provisions of Section 1202 hereof or when no Security of such series or Tranche remains
Outstanding; or




          (e) to provide collateral security for all but not part of the Securities; or




          (f) to establish the form or terms of Securities of any series or Tranche as contemplated by
Sections 201 and 301; or




          (g) to evidence and provide for the acceptance of appointment hereunder by a separate or
successor Trustee or co-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 911(b); or




          (h) to provide for the procedures required to permit the Company to utilize, at its option, a
noncertificated system of registration for all, or any series or Tranche of, the Securities; or




          (i) to change any place or places where (1) the principal of and premium, if any, and
interest, if any, on all or any series of Securities, or any Tranche thereof, shall be payable, (2)
all or any series of Securities, or any Tranche thereof, may be surrendered for registration of
transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for
exchange and (4) notices and demands to or upon the Company in respect of all or any series of
Securities, or any Tranche thereof, and this Indenture may be served; or




          (j) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other changes to the
provisions hereof or to add other provisions with respect to matters or questions



56









 






arising under
this Indenture, provided that such other changes or additions shall not adversely affect the
interests of the Holders of Securities of any series or Tranche in any material respect.




     Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at
the date of the execution and delivery of this Indenture or at any time thereafter shall be amended
and




          (x) if any such amendment shall require one or more changes to any provisions hereof or
the inclusion herein of any additional provisions, or shall by operation of law be deemed to
effect such changes or incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment to the Trust
Indenture Act, and the Company and the Trustee may, without the consent of any Holders,
enter into an indenture supplemental hereto to effect or evidence such changes or additional
provisions; or




          (y) if any such amendment shall permit one or more changes to, or the elimination of,
any provisions hereof which, at the date of the execution and delivery hereof or at any time
thereafter, are required by the Trust Indenture Act to be contained herein, the Company and
the Trustee may, without the consent of any Holders, enter into an indenture supplemental
hereto to effect such change or elimination herein.



     Section 1202. Supplemental Indentures With Consent of Holders. With the consent of the Holders of a majority in aggregate principal amount of the Securities of
a series then Outstanding under this Indenture by Act of said Holders delivered to the Company and
the Trustee, the Company, when authorized by a Board Resolution, 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 modifying in any
manner the rights of the Holders of Securities of such series under the Indenture;
provided, however, that if there shall be Securities of more than one series
Outstanding hereunder and if a proposed supplemental indenture shall directly affect the rights of
the Holders of Securities of any such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each such series so directly affected,
considered as one class,
shall be required; and provided, further, that if the Securities of any series
shall have been issued in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected, considered as one class, shall be
required; and provided, further, that no such supplemental indenture shall:



          (a) 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 thereon
(or the amount of any installment of interest thereon) or change the method of calculating such
rate or reduce any premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 802, or change the coin or currency (or other
property), in which any Security or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated



57









 






Maturity of
any Security (or, in the case of redemption, on or after the Redemption Date), without, in any such
case, the consent of the Holder of such Security, or




          (b) reduce the percentage in principal amount of the Outstanding Securities of any series, or
any Tranche thereof, the consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any waiver of compliance with any
provision of this Indenture or of any default hereunder and its consequences, or reduce the
requirements of Section 1304 for quorum or voting, without, in any such case, the consent of the
Holders of each Outstanding Security of such series or Tranche, or




          (c) modify any of the provisions of this Section, Section 607 or Section 813 with respect to
the Securities of any series, or any Tranche thereof, except to increase the percentages in
principal amount referred to in this Section or such other Sections or to provide that 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 Section, or the deletion of this proviso, in
accordance with the requirements of Sections 911(b), 914 and 1201(h).




     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 one or more Tranches thereof, 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 or Tranche.



     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. A waiver by a Holder of such Holder’s right to consent under this Section
shall be deemed to be a consent of such Holder.



     Section 1203. 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 901) 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, immunities or
liabilities under this Indenture or otherwise.



     Section 1204. 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. Any supplemental indenture permitted by this
Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof,
any such restatement shall supersede this Indenture as theretofore in effect for all purposes.



58









 





     Section 1205. Conformity With Trust Indenture Act. Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.



     Section 1206. Reference in Securities to Supplemental Indentures. Securities of any series, or any Tranche thereof, 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, or any
Tranche thereof, 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 or Tranche.



     Section 1207. Modification Without Supplemental Indenture. If the terms of any particular series of Securities shall have been established in a Board
Resolution or an Officer’s Certificate as contemplated by Section 301, and not in an indenture
supplemental hereto, additions to, changes in or the elimination of any of such terms may be
effected by means of a supplemental Board Resolution or Officer’s Certificate, as the case may be,
delivered to, and accepted by, the Trustee; provided, however, that such
supplemental Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or
otherwise be effective unless all conditions set forth in this Indenture which would be required to
be satisfied if such additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such
supplemental Board Resolution or Officer’s Certificate shall be deemed to be a “supplemental
indenture” for purposes of Sections 1204 and 1206.



ARTICLE THIRTEEN




MEETINGS OF HOLDERS; ACTION WITHOUT MEETING




     Section 1301. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof, may be called at any time and from time to time pursuant to this Article to make, give or
take any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities of such series or
Tranches.



     Section 1302. Call, Notice and Place of Meetings. (a) The Trustee may at any time call a meeting or a telephone conference of Holders of
Securities of one or more, or all, series, or any Tranche or Tranches thereof, for any purpose
specified in Section 1301, to be held at such time and at such place in the Borough of Manhattan,
The City of New York, as the Trustee shall determine, or, with the approval of the Company, at any
other place. Notice of every such meeting, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.



59









 





          (b) If the Trustee shall have been requested to call a meeting of the Holders of Securities of
one or more, or all, series, or any Tranche or Tranches thereof, by the Company or by the Holders
of 33% in aggregate principal amount of all of such series and Tranches, considered as one class,
for any purpose specified in Section 1301, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of
such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such
series and Tranches in the amount above specified, as the case may be, may determine the time and
the place in the Borough of Manhattan, The City of New York, or in such other place as shall be
determined or approved by the Company, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in Subsection (a) of this Section.




          (c) Any meeting of Holders of Securities of one or more, or all, series, or any Tranche or
Tranches thereof, shall be valid without notice if the Holders of all Outstanding Securities of
such series or Tranches are present in person or by proxy and if representatives of the Company and
the Trustee are present, or if notice is waived in writing before or after the meeting by the
Holders of all Outstanding Securities of such series, or any Tranche or Tranches thereof, or by
such of them as are not present at the meeting in person or by proxy, and by the Company and the
Trustee.




     Section 1303. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of one or more, or all, series,
or any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more Outstanding
Securities of such series or Tranches, or (b) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Securities of such series or Tranches by
such Holder or Holders. The only Persons who shall be entitled to attend any meeting of Holders of
Securities of any series or Tranche shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any representatives of the Company
and its counsel.



     Section 1304. Quorum; Action. The Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of the series and Tranches with respect to which a meeting shall have been called as
hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders
of Securities of such series and Tranches; provided, however, that if any action is
to be taken at such meeting which this Indenture expressly provides may be taken by the Holders of
a specified percentage, which is less than a majority, in principal amount of the Outstanding
Securities of such series and Tranches, considered as one class, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such series and Tranches,
considered as one class, shall constitute a quorum. In the absence of a quorum within one hour of
the time appointed for any such meeting, the meeting shall, if convened at the request of Holders
of Securities of such series and Tranches, be dissolved. In any other case the meeting may be
adjourned for such period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for such period as may be determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section
1305(e), notice of the reconvening of any meeting



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adjourned for more than 30 days shall be given as
provided in Section 1302(a) not less than 10 days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the Outstanding Securities
of such series and Tranches which shall constitute a quorum.



     Except as limited by Section 1202, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of
the series and Tranches with respect to which such meeting shall have been called, considered as
one class; provided, however, that, except as so limited, any resolution with
respect to any action which this Indenture expressly provides may be taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the Outstanding
Securities of such series and Tranches, considered as one class, may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the Outstanding Securities
of such series and Tranches, considered as one class.



     Any resolution passed or decision taken at any meeting of Holders of Securities duly held in
accordance with this Section shall be binding on all the Holders of Securities of the series and
Tranches with respect to which such meeting shall have been held, whether or not present or
represented at the meeting.



     Section 1305. Attendance at Meetings, Determination of Voting Rights; Conduct and
Adjournment of Meetings. (a) Attendance at meetings of Holders of Securities may be in person or by proxy; and, to the
extent permitted by law, any such proxy shall remain in effect and be binding upon any future
Holder of the Securities with respect to which it was given unless and until specifically revoked
by the Holder or future Holder of such Securities before being voted.



          (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard
to proof of the holding of such Securities and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section 104. Such
regulations may provide that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or other proof.




          (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders as provided in
Section 1302(b), in which case the Company or the Holders of Securities of the series and Tranches
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in aggregate principal amount of the



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Outstanding Securities of all
series and Tranches represented at the meeting, considered as one class.




          (d) At any meeting each Holder or proxy shall be entitled to one vote for each $1 principal
amount of Securities held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder of a Security or proxy.




          (e) Any meeting duly called pursuant to Section 1302 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Securities of all series and Tranches represented at the meeting, considered as one
class; and the meeting may be held as so adjourned without further notice.




     Section 1306. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on
which shall be subscribed the signatures of the Holders or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities, of the series and
Tranches with respect to which the meeting shall have been called, held or represented by them.
The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports of all votes cast at the meeting. A record
of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of votes on any vote
by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.



     Section 1307. Action Without Meeting. In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or other action may be made,
given or taken by Holders by written instruments as provided in Section 104.



ARTICLE FOURTEEN




IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS




     Section 1401. Liability Solely Corporate. No recourse shall be had for the payment of the principal of or premium, if any, or interest, if
any, on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect
thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement
under this Indenture, against any



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incorporator, shareholder, officer or director, as such, past,
present or future of the Company or of any predecessor or successor Corporation (either directly or
through the Company or a predecessor or successor Corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this Indenture and all the
Securities are solely corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any incorporator, shareholder, officer or director, past, present or future,
of the Company or of any predecessor or successor Corporation, either directly or indirectly
through the Company or any predecessor or successor Corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any
such personal liability is hereby expressly waived and released as a condition of, and as part of
the consideration for, the execution of this Indenture and the issuance of the Securities.



      





     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.



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



	 	 	 	 	 
	 	FIRSTENERGY SOLUTIONS CORP.

 	 
	 	By:  	/s/ Kelley
E. Mendenhall	 
	 	 	Name:  	Kelley E. Mendenhall	 
	 	 	Title:  	Assistant Treasurer	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST 
COMPANY, N.A. as
Trustee

 	 
	 	By:  	/s/ Biagio S. Impala	 
	 	 	Name:  	Biagio S. Impala	 
	 	 	Title:  	Vice President	 
	 




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