EX-4.4



 






Exhibit 4.4




CHESAPEAKE UTILITIES CORPORATION




TO




[TRUSTEE],




Trustee




FORM OF SUBORDINATED INDENTURE




Dated as of [—— —], 2006




Debt Securities





 









 








CHESAPEAKE UTILITIES CORPORATION




Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of [—— —], 2006




	 	 	 	 	 
	ss.310(a)(1)
	 	 	 	609
	          (a)(2)
	 	 	 	609
	          (a)(3)
	 	Not Applicable
	          (a)(4)
	 	Not Applicable
	          (a)(5)
	 	 	 	609
	          (b)
	 	 	 	608, 610
	          (c)
	 	Not Applicable
	ss.311(a)
	 	 	 	613
	          (b)
	 	 	 	613
	ss.312(a)
	 	 	 	701, 702(a)
	          (b)
	 	 	 	702(b)
	          (c)
	 	 	 	702(c)
	ss.313(a)
	 	 	 	703(a)
	          (b)
	 	 	 	703(a)
	          (c)
	 	 	 	703(a)
	          (d)
	 	 	 	703(b)
	ss.314(a)
	 	 	 	704, 1008
	          (b)
	 	Not Applicable
	          (c)(1)
	 	 	 	102
	          (c)(2)
	 	 	 	102
	          (c)(3)
	 	Not Applicable
	          (d)
	 	Not Applicable
	          (e)
	 	 	 	102
	ss.315(a)
	 	 	 	601
	          (b)
	 	 	 	602
	          (c)
	 	 	 	601
	          (d)
	 	 	 	601
	          (e)
	 	 	 	514
	ss.316(a)
	 	 	 	101
	          (a)(1)(A)
	 	 	 	104(h), 502, 512
	          (a)(1)(B)
	 	 	 	104(h), 513
	          (a)(2)
	 	Not Applicable
	          (b)
	 	 	 	508
	          (c)
	 	 	 	104(h)
	ss.317(a)(1)
	 	 	 	503
	          (a)(2)
	 	 	 	504
	          (b)
	 	 	 	1003
	ss.318(a)
	 	 	 	107
	          (c)
	 	 	 	107






Note: This reconciliation and tie shall not, for any

purpose, be deemed to be part of the Indenture.




- i -









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	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.

	 	 	9	 
	Section 104.
	 	Acts of Holders.

	 	 	9	 
	Section 105.
	 	Notices, etc., to Trustee and Company.

	 	 	11	 
	Section 106.
	 	Notice to Holders; Waiver.

	 	 	12	 
	Section 107.
	 	Conflict with Trust Indenture Act.

	 	 	13	 
	Section 108.
	 	Effect of Headings and Table of Contents.

	 	 	13	 
	Section 109.
	 	Successors and Assigns.

	 	 	13	 
	Section 110.
	 	Separability Clause.

	 	 	13	 
	Section 111.
	 	Benefits of Indenture.

	 	 	13	 
	Section 112.
	 	Governing Law; Waiver of Jury Trial.

	 	 	13	 
	Section 113.
	 	Legal Holidays.

	 	 	13	 
	Section 114.
	 	Exemption from Individual Liability.

	 	 	14	 
	Section 115.
	 	Counterparts.

	 	 	14	 
	 	 	 
	 	 	 	 
	ARTICLE Two Debt Security Forms	 	 	14	 
	Section 201.
	 	Forms Generally.

	 	 	14	 
	Section 202.
	 	Form of Trustee’s Certificate of Authentication.

	 	 	15	 
	Section 203.
	 	Debt Securities in Global Form.

	 	 	15	 
	 	 	 
	 	 	 	 
	ARTICLE Three The Debt Securities	 	 	15	 
	Section 301.
	 	Amount Unlimited; Issuance in Series.

	 	 	15	 
	Section 302.
	 	Denominations.

	 	 	18	 
	Section 303.
	 	Execution, Authentication, Delivery and Dating.

	 	 	18	 
	Section 304.
	 	Temporary Debt Securities.

	 	 	21	 
	Section 305.
	 	Registration; Registration of Transfer and Exchange.

	 	 	22	 
	Section 306.
	 	Mutilated, Destroyed, Lost and Stolen Debt Securities.

	 	 	25	 
	Section 307.
	 	Payment of Interest; Interest Rights Preserved.

	 	 	26	 
	Section 308.
	 	Persons Deemed Owners.

	 	 	28	 
	Section 309.
	 	Cancellation.

	 	 	28	 
	Section 310.
	 	Computation of Interest.

	 	 	28	 
	Section 311.
	 	Certification by a Person Entitled to Delivery of a Bearer Security.

	 	 	29	 
	Section 312.
	 	Judgments.

	 	 	29	 
	Section 313.
	 	CUSIP Numbers.

	 	 	29	 
	 	 	 
	 	 	 	 
	ARTICLE Four Satisfaction and Discharge	 	 	29	 
	Section 401.
	 	Satisfaction and Discharge of Indenture.

	 	 	29	 
	Section 402.
	 	Application of Trust Money and Government Obligations.

	 	 	31	 
	Section 403.
	 	Satisfaction, Discharge and Defeasance of Debt Securities of any Series.

	 	 	31	 
	 	 	 
	 	 	 	 
	ARTICLE Five Remedies	 	 	33	 
	Section 501.
	 	Events of Default.

	 	 	33	 
	Section 502.
	 	Acceleration of Maturity; Rescission and Annulment.

	 	 	34	 
	Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee.

	 	 	35	 
	Section 504.
	 	Trustee May File Proofs of Claim.

	 	 	36	 






- ii -









 





	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 505.
	 	Trustee May Enforce Claims without Possession of Debt Securities or
Coupons.

	 	 	36	 
	Section 506.
	 	Application of Money Collected.

	 	 	36	 
	Section 507.
	 	Limitation on Suits.

	 	 	37	 
	Section 508.
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest.

	 	 	37	 
	Section 509.
	 	Restoration of Rights and Remedies.

	 	 	38	 
	Section 510.
	 	Rights and Remedies Cumulative.

	 	 	38	 
	Section 511.
	 	Delay or Omission Not Waiver.

	 	 	38	 
	Section 512.
	 	Control by Holders of Debt Securities.

	 	 	38	 
	Section 513.
	 	Waiver of Past Defaults.

	 	 	38	 
	Section 514.
	 	Undertaking for Costs.

	 	 	39	 
	Section 515.
	 	Waiver of Stay or Extension Laws.

	 	 	39	 
	 	 	 
	 	 	 	 
	ARTICLE Six The Trustee	 	 	39	 
	Section 601.
	 	Certain Duties and Responsibilities.

	 	 	39	 
	Section 602.
	 	Notice of Default.

	 	 	40	 
	Section 603.
	 	Certain Rights of Trustee.

	 	 	41	 
	Section 604.
	 	Not Responsible for Recitals or Issuance of Debt Securities.

	 	 	42	 
	Section 605.
	 	May Hold Debt Securities or Coupons.

	 	 	42	 
	Section 606.
	 	Money Held in Trust.

	 	 	42	 
	Section 607.
	 	Compensation and Reimbursement.

	 	 	43	 
	Section 608.
	 	Disqualification; Conflicting Interests.

	 	 	43	 
	Section 609.
	 	Corporate Trustee Required; Eligibility.

	 	 	44	 
	Section 610.
	 	Resignation and Removal; Appointment of Successor.

	 	 	44	 
	Section 611.
	 	Acceptance of Appointment by Successor.

	 	 	46	 
	Section 612.
	 	Merger, Conversion, Consolidation or Succession to Business.

	 	 	47	 
	Section 613.
	 	Preferential Collection of Claims Against Company.

	 	 	47	 
	Section 614.
	 	Authenticating Agent.

	 	 	47	 
	 	 	 
	 	 	 	 
	ARTICLE Seven Holders’ Lists and Reports By Trustee and Company	 	 	48	 
	Section 701.
	 	Company to Furnish Trustee Names and Addresses of Holders.

	 	 	48	 
	Section 702.
	 	Preservation of Information; Communications to Holders.

	 	 	49	 
	Section 703.
	 	Reports by Trustee.

	 	 	49	 
	Section 704.
	 	Reports by Company.

	 	 	49	 
	 	 	 
	 	 	 	 
	ARTICLE Eight Consolidation, Merger, Conveyance, Transfer or Lease	 	 	50	 
	Section 801.
	 	Company May Consolidate, etc. Only on Certain Terms.

	 	 	50	 
	Section 802.
	 	Successor Corporation Substituted.

	 	 	50	 
	Section 803.
	 	Conveyance or Transfer to a Wholly-owned Subsidiary.

	 	 	50	 
	 	 	 
	 	 	 	 
	ARTICLE Nine Supplemental Indentures	 	 	51	 
	Section 901.
	 	Supplemental Indentures without Consent of Holders.

	 	 	51	 
	Section 902.
	 	Supplemental Indentures with Consent of Holders.

	 	 	52	 
	Section 903.
	 	Execution of Supplemental Indentures.

	 	 	53	 
	Section 904.
	 	Effect of Supplemental Indentures.

	 	 	53	 
	Section 905.
	 	Conformity with Trust Indenture Act.

	 	 	53	 
	Section 906.
	 	Reference in Debt Securities to Supplemental Indentures.

	 	 	53	 
	 	 	 
	 	 	 	 
	ARTICLE Ten Covenants	 	 	54	 
	Section 1001.
	 	Payment of Principal, Premium and Interest.

	 	 	54	 






- iii -









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1002.
	 	Maintenance of Office or Agency.

	 	 	54	 
	Section 1003.
	 	Money for Debt Securities Payments to Be Held in Trust.

	 	 	55	 
	Section 1004.
	 	Corporate Existence.

	 	 	56	 
	Section 1005.
	 	Maintenance of Properties.

	 	 	56	 
	Section 1006.
	 	Payment of Additional Amounts.

	 	 	56	 
	Section 1007.
	 	Payment of Taxes.

	 	 	57	 
	Section 1008.
	 	Officer’s Certificate as to Compliance.

	 	 	57	 
	Section 1009.
	 	Statement by Officers as to Default.

	 	 	57	 
	Section 1010.
	 	Waiver of Certain Covenants.

	 	 	58	 
	Section 1011.
	 	Calculation of Original Issue Discount.

	 	 	58	 
	 	 	 
	 	 	 	 
	ARTICLE ELEVEN Redemption of Debt Securities	 	 	58	 
	Section 1101.
	 	Applicability of Article.

	 	 	58	 
	Section 1102.
	 	Election to Redeem; Notice to Trustee.

	 	 	58	 
	Section 1103.
	 	Selection by Trustee of Debt Securities to be Redeemed.

	 	 	59	 
	Section 1104.
	 	Notice of Redemption.

	 	 	59	 
	Section 1105.
	 	Deposit of Redemption Price.

	 	 	60	 
	Section 1106.
	 	Debt Securities Payable on Redemption Date.

	 	 	60	 
	Section 1107.
	 	Debt Securities Redeemed in Part.

	 	 	61	 
	 	 	 
	 	 	 	 
	ARTICLE TWELVE Sinking Funds	 	 	61	 
	Section 1201.
	 	Applicability of Article.

	 	 	61	 
	Section 1202.
	 	Satisfaction of Sinking Fund Payments with Debt Securities.

	 	 	61	 
	Section 1203.
	 	Redemption of Debt Securities for Sinking Fund.

	 	 	62	 
	 	 	 
	 	 	 	 
	ARTICLE THIRTEEN Repayment at the Option of Holders	 	 	62	 
	Section 1301.
	 	Applicability of Article.

	 	 	62	 
	Section 1302.
	 	Repayment of Debt Securities.

	 	 	62	 
	Section 1303.
	 	Exercise of Option; Notice.

	 	 	62	 
	Section 1304.
	 	Election of Repayment by Remarketing Entities.

	 	 	63	 
	Section 1305.
	 	Securities Payable on the Repayment Date.

	 	 	63	 
	 	 	 
	 	 	 	 
	ARTICLE FOURTEEN Meetings of Holders of Debt Securities	 	 	64	 
	Section 1401.
	 	Purposes for Which Meetings May Be Called.

	 	 	64	 
	Section 1402.
	 	Call, Notice and Place of Meetings.

	 	 	64	 
	Section 1403.
	 	Persons Entitled to Vote at Meetings.

	 	 	64	 
	Section 1404.
	 	Quorum; Action.

	 	 	65	 
	Section 1405.
	 	Determination of Voting Rights; Conduct and Adjournment of Meetings.

	 	 	65	 
	Section 1406.
	 	Counting Votes and Recording Action of Meetings.

	 	 	66	 
	 	 	 
	 	 	 	 
	ARTICLE FIFTEEN Defeasance	 	 	66	 
	Section 1501.
	 	Termination of Company’s Obligations.

	 	 	66	 
	Section 1502.
	 	Repayment to Company.

	 	 	67	 
	Section 1503.
	 	Indemnity for Government Obligations.

	 	 	68	 
	 	 	 
	 	 	 	 
	ARTICLE SIXTEEN Subordination	 	 	68	 
	Section 1601.
	 	Agreement to Subordinate.

	 	 	68	 
	Section 1602.
	 	Liquidation, Dissolution, Bankruptcy.

	 	 	68	 
	Section 1603.
	 	Default on Senior Debt.

	 	 	68	 
	Section 1604.
	 	Acceleration of Payment of Debt Securities.

	 	 	69	 
	Section 1605.
	 	When Distribution Must Be Paid Over.

	 	 	69	 






- iv -









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 1606.
	 	Subrogation.

	 	 	69	 
	Section 1607.
	 	Relative Rights.

	 	 	70	 
	Section 1608.
	 	Subordination May Not Be Impaired by Company.

	 	 	70	 
	Section 1609.
	 	Rights of Trustee and Paying Agent.

	 	 	70	 
	Section 1610.
	 	Distribution or Notice to Representative.

	 	 	70	 
	Section 1611.
	 	Article Sixteen Not to Prevent Events of Default or Limit Right to Accelerate.
	 	 	70	 
	Section 1612.
	 	Trust Moneys Not Subordinated.

	 	 	71	 
	Section 1613.
	 	Trustee Entitled to Rely.

	 	 	71	 
	Section 1614.
	 	Trustee to Effectuate Subordination.

	 	 	71	 
	Section 1615.
	 	Trustee Not Fiduciary for Holders of Senior Debt.

	 	 	71	 
	Section 1616.
	 	Reliance by Holders of Senior Debt on Subordination Provisions.

	 	 	72	 






- v -









 





     SUBORDINATED INDENTURE (the “Indenture”) dated as of [—— —], 2006, between CHESAPEAKE
UTILITIES CORPORATION, a Delaware corporation (hereinafter called the “Company”), having its
principal place of business at 909 Silver Lake Blvd., P.O. Box 615, Dover, Delaware 19903-0615 and
[TRUSTEE], a [INSERT STATE] banking corporation (hereinafter 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 subordinated debentures, notes, bonds and other evidences of
indebtedness (herein called the “Debt Securities”).



     All things necessary have been done to make this Indenture a valid agreement of the Company,
in accordance with its terms.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:




     For and in consideration of the premises and the purchase of the Debt Securities of any series
created and issued on or after the date hereof by the Holders thereof, it is mutually covenanted
and agreed, for the benefit of all Holders of such Debt Securities or of any such series, as
follows:



ARTICLE
SIXTEEN




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:



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




          (2) all other terms used herein which are defined in the Trust Indenture Act or by Commission
rule or regulation under the Trust Indenture Act, either directly or by reference therein, as in
force at the date as of which this instrument was executed, except as provided in Section 905, have
the meanings assigned to them therein;




          (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP; and




          (4) 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 Six, are defined in that Article.



     “Act” when used with respect to any Holder 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



A-1









 







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



     “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Debt Securities.



     “Authorized Newspaper” means a newspaper in an official language of the country of publication
or in the English language customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be made in the same
or in different newspapers in the same city meeting the foregoing requirements and in each case on
any Business Day.



     “Bearer Security” means any Debt Security established pursuant to Section 201 which is payable
to bearer including, without limitation, unless the context otherwise indicates, a Debt Security in
global bearer form.



     “Blockage Notice” has the meaning specified in Section 1603.



     “Board of Directors” means either the board of directors of the Company, or the executive or
any other committee of that board duly authorized to act in respect hereof.



     “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. Where any
provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Debt Securities and the forms and terms thereof), such
action may be taken by any committee of the Board of the Company or any officer or employee of the
Company authorized to take such action by a Board Resolution.



     “Business Day”, when used with respect to any Place of Payment, means any day which is not a
Saturday or Sunday and which is not a legal holiday or a day on which banking institutions or trust
companies in that Place of Payment are authorized or obligated by law or executive order to close.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties on such date.



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



     “Company Request” and “Company Order” mean, respectively, except as otherwise provided in this
Indenture, a written request or order signed in the name of the Company by the Chairman of the
Board, a Vice Chairman of the Board, the President, a Vice President (any references to a Vice
President of the Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or word or words added before or after the title “Vice
President”), the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of



A-2









 







the Company or by another officer of the Company duly authorized to sign by a Board
Resolution, and delivered to the Trustee.



     “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be administered, which office at the date of original
execution of this Indenture is located at [———], Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by notice to the
Holders and the Company).



     The term “corporation” includes corporations, associations, companies and business trusts.



     The term “coupon” means any interest coupon appertaining to a Bearer Security.



     “Debt” means notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed.



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



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



     “Depositary” means, with respect to the Debt 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 Debt Securities of any such series shall mean the Depositary with respect
to the Debt Securities of that series.



     “Designated Currency” has the meaning specified in Section 312.



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



     “Euro” means the single currency of the European Monetary Union as defined under EC Regulation
1103/97 adopted under Article 235 of the EU Treaty and under EC Regulation 974/98 adopted under
Article 109l(4) of the EU Treaty or under any successor European legislation from time to time.



     “European Communities” means the European Economic Community, the European Coal and Steel
Community and the European Atomic Energy Community.



     “Event of Default” has the meaning specified in Section 501.



     “Exchange Rate” shall have the meaning specified as contemplated in Section 301.



     “Exchange Rate Agent” shall have the meaning specified as contemplated in Section 301.



     “Exchange Rate Officer’s Certificate”, with respect to any date for the payment of principal
of (and premium, if any) and interest on any series of Debt Securities, means a certificate setting
forth the applicable Exchange Rate and the amounts payable in Dollars and Foreign Currencies in
respect of the



A-3









 







principal of (and premium, if any) and interest on Debt Securities denominated in Euro, any
other composite currency or Foreign Currency, and signed by the Chairman of the Board, a Vice
Chairman of the Board, the President, a Vice President, the Treasurer, an Assistant Treasurer or
the Controller of the Company or the Exchange Rate Agent appointed pursuant to Section 301, and
delivered to the Trustee.



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



     “GAAP” means, as of the date of any determination with respect thereto, generally accepted
accounting principles as used by the Financial Accounting Standards Board and/or the American
Institute of Certified Public Accountants, consistently applied and maintained throughout the
periods indicated.



     “Global Exchange Agent” has the meaning specified in Section 304.



     “Global Exchange Date” has the meaning specified in Section 304.



     “Global Security” means a Debt Security issued to evidence all or part of a series of Debt
Securities in accordance with Section 303.



     “Government Obligations” means, in respect of any series of Debt Securities, securities of (i)
the government which issued the currency in which Debt Securities of such series are denominated
and/or in which interest is payable on the Debt Securities of such series or (ii) government
agencies backed by the full faith and credit of such government.



     “Holder”, with respect to a Registered Security, means a Person in whose name such Registered
Security is registered in the Security Register and, with respect to a Bearer Security or a coupon,
means the bearer thereof.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented, amended or restated by or pursuant to one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and, unless the context otherwise
requires, shall include the terms of a particular series of Debt Securities established as
contemplated by Section 301.



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



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



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



     “Mortgage” means and includes any mortgage, pledge, lien, security interest, conditional sale
or other title retention agreement or other similar encumbrance.



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



A-4









 





     “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of or counsel for the Company, or who may be
other counsel, which is delivered to the Trustee.



     “Original Issue Discount Security” means any Debt 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 502.



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



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




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




          (iii) Debt Securities in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered, or which have been paid, pursuant to this Indenture; provided,
however, that in determining whether the Holders of the requisite principal amount of Debt
Securities Outstanding have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon such request, demand, authorization, direction, notice, consent or waiver, only Debt
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Debt 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 Debt Securities and that the pledgee is not the Company or any other
obligor upon the Debt Securities or any Affiliate of the Company or of such other obligor.




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



     “Pay the Debt Securities” has the meaning specified in Section 1603.



     “Payment Blockage Period” has the meaning specified in Section 1603.



     “Payment Default” has the meaning specified in Section 1603.



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



     “Place of Payment”, when used with respect to the Debt Securities of any series means any
place where the principal of (and premium, if any) and interest on the Debt Securities of that
series are payable as specified as contemplated by Section 301.



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     “Predecessor Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Debt Security;
and, for the purposes of this definition, any Debt Security authenticated and delivered under
Section 306 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debt Security.



     “Preferred Stock”, as applied to the capital stock of any corporation, means stock of any
class or classes (however designated) which is preferred as to the payment of dividends, or as to
the distribution of assets on any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of stock of any other class of such corporation.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Registered
Securities of any series means the date specified for that purpose as contemplated by Section 301.



     “Remarketing Entity”, when used with respect to Debt Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity, means any person
designated by the Company to purchase any such Debt Securities.



     “Repayment Date”, when used with respect to any Debt Security to be repaid upon exercise of an
option for repayment by the Holder, means the date fixed for such repayment pursuant to this
Indenture.



     “Repayment Price”, when used with respect to any Debt Security to be repaid upon exercise of
an option for repayment by the Holder, means the price at which it is to be repaid pursuant to this
Indenture.



     “Representative” means any trustee, agent or representative (if any) for an issue of Senior
Debt.



     “Responsible Officer” when used with respect to the Trustee, means any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred because of such
person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.



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



     “Senior Debt” means:



          (1) Debt of the Company, whether outstanding on the issue date of the Debt Securities or
thereafter incurred,




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          (2) accrued and unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company to the extent post-filing
interest is allowed in such proceeding) in respect of (a) Debt of the Company for money borrowed
and (b) Debt evidenced by notes, debentures, bonds or other similar instruments for the payment of
which the Company is responsible or liable,




          (3) all contingent reimbursement obligations of the Company with respect to letters of credit
issued or supported by the Company’s working capital lender(s) for the account of the Company or
its Subsidiaries,




          (4) all obligations, liabilities, contingent reimbursement obligations, fees and expenses
owing by the Company to its working capital lender(s) and/or their affiliates pursuant to any
service or facility extended to the Company by any such lender(s) or affiliates, including (a)
credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) cash
management or related services, or (f) interest rate, credit, commodity or equity swap, cap, floor,
collar, forward foreign exchange, currency swap, cross currency rate swap, currency option or any
combination of, or option with respect to, these or similar transactions, for the purpose of
hedging the Company’s or its Subsidiaries’; exposure to fluctuations in interest or exchange rates,
loan, credit exchange, security or currency valuations or commodity prices, and




          (5) all other monetary obligations of every nature of the Company owed under its working
capital credit agreement(s) to its working capital lender(s), including, without limitation,
premiums, liabilities, obligations, fees, charges, costs, expenses, lease payments and guaranties,
whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising,



unless, in the case of (1) through (5) above, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such obligations are not senior or
prior in right of payment to the Debt Securities; provided, however, that Senior Debt shall not
include:




          (6) any obligation of the Company to any Subsidiary of the Company,




          (7) any liability for federal, state, local or other taxes owed or owing by the Company,




          (8) any accounts payable or other liability to trade creditors arising in the ordinary course
of business (including guarantees thereof or instruments evidencing such liabilities),




          (9) any Debt of the Company (and any accrued and unpaid interest in respect thereof) which is
subordinate or junior in any respect to any other Debt or other obligation of the Company, or




          (10) the Debt Securities.




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



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



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     “Subsidiary” means any corporation more than 50% of the outstanding shares of Voting Stock,
except for directors’ qualifying shares, of which shall at the time be owned, directly or
indirectly, by the Company or by one or more of the Subsidiaries, or by the Company and one or more
other Subsidiaries.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed, except as provided in Section 905.



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



     “United States” means the United States of America (including the District of Columbia) and
its possessions.



     “United States Alien” means any Person who, for United States Federal income tax purposes, is
a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.



     “Voting Stock”, as applied to the stock (or the equivalent thereof) of any corporation, means
stock (or the equivalent thereof) of any class or classes, however designated, entitled in the
ordinary course to vote in an election of directors of such corporation, other than stock (or such
equivalent) having such power only by reason of the happening of a contingency.



     “Wholly-owned Subsidiary” means any Subsidiary all the outstanding capital stock of which,
other than directors’ qualifying shares, is owned by the Company and its other Wholly-owned
Subsidiaries.



     Section 102. Compliance Certificates and Opinions.



     Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee, if so requested by the
Trustee, an Officers’ Certificate stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, 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:



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




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




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




          (4) a statement as to whether, in the opinion of each such individual, 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 his or her certificate or opinion is
based is 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 should
know, that the certificate or opinions or representations with respect to such matters is
erroneous.



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



     Section 104. Acts of Holders.



          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If Debt Securities of a series are issuable in whole or in part as
Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may, alternatively, be embodied
in and evidenced by the record of Holders of Debt Securities voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of Debt Securities duly
called and held in accordance with the provisions of Article Fourteen, 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 the holding by any Person of a Debt Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 601) 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 of Debt Securities
shall be proved in the manner provided in Section 1406.




A-9









 








          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner which the Trustee deems sufficient.




          (c) The ownership of Registered Securities shall be proved by the Security Register.




          (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the
date of holding the same, may be proved by the production of such Bearer Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or other depositary,
wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing
that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to
it, the Bearer Securities in the amount and with the serial numbers therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities,
if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other person, or (3) such
Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding.




          (e) The fact and date of execution of any such instrument or writing, the authority of the
Person executing the same and the principal amount and serial numbers of Bearer Securities held by
the Person so executing such instrument or writing and the date of holding the same may also be
proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this Section.




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




          (g) For purposes of determining the principal amount of Outstanding Debt Securities of any
series the Holders of which are required, requested or permitted to give any request, demand,
authorization, direction, notice, consent, waiver or take any other Act under this Indenture, (i)
each Original Issue Discount Security shall be deemed to have the principal amount determined by
the Trustee that could be declared to be due and payable pursuant to the terms of such Original
Issue Discount Security as of the date there is delivered to the Trustee and, where it is hereby
expressly required, to the Company, such Act by Holders of the required aggregate principal amount
of the Outstanding Debt Securities of such series and (ii) each Debt Security denominated in a
Foreign Currency or composite currency shall be deemed to have the principal amount determined by
the Exchange Rate Agent by converting the principal amount of such Debt Security in the currency in
which such Debt Security is denominated into Dollars at the Exchange Rate as of the date such Act
is delivered to the Trustee and, where it is hereby expressly required, to the Company, by Holders
of the required aggregate principal amount of the Outstanding Debt Securities of such series.




          (h) The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Debt Securities of such series, provided that
the Company may not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or direction referred to
in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Debt Securities of the




A-10









 







relevant series on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record date; provided that
no such action shall be effective hereunder unless taken on or prior to the applicable Expiration
Date (as defined below) by Holders of the requisite principal amount of Outstanding Debt Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Debt Securities of the relevant series on the date such action is taken. Promptly after
any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Debt Securities of the relevant series in the
manner set forth in Section 106.




     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to join in the giving or making of (i) any
notice of an Event of Default, (ii) any declaration of acceleration referred to in Section 502,
(iii) any request to institute proceedings referred to in Section 507(2), or (iv) any direction
referred to in Section 512, in each case with respect to Debt Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Debt Securities of such
series on such record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Debt
Securities of such series on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Debt Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in writing and to each Holder of Debt
Securities of the relevant series in the manner set forth in Section 106.



     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to
each Holder of Debt Securities of the relevant series in the manner set forth in Section 106, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph.



     Section 105. Notices, etc., to Trustee and Company.



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



          (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided), if made, given, furnished or filed in




A-11









 







writing (which may be via original or facsimile, with original to follow promptly thereafter)
to or with the Trustee at its Corporate Trust Office, or




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




     Section 106. Notice to Holders; Waiver.



     Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, (1) such notice shall be sufficiently given to Holders of Registered
Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered
Security affected by such event, at such Holder’s address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date, prescribed for the giving
of such notice; and (2) such notice shall be sufficiently given to Holders of Bearer Securities by
publication thereof in an Authorized Newspaper in The City of New York and, if the Debt Securities
of such series are then listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so require, in London, and, if the Debt
Securities of such series are then listed on the Luxembourg Stock Exchange and such stock exchange
shall so require, in Luxembourg and, if the Debt Securities of such series are then listed on any
other stock exchange outside the United States and such stock exchange shall so require, in any
other required city outside the United States or, if not practicable, in Europe on a Business Day
at least twice, the first such publication to be not later than the latest date and not earlier
than the earliest date prescribed for the giving of such notice.



     In case, by reason of the suspension of or irregularities in regular mail service or for any
other reason, it shall be impossible or impracticable to mail notice of any event to Holders of
Registered Securities when said notice is required to be given pursuant to any provision of this
Indenture or of the Debt Securities, then any manner of giving such notice as shall be satisfactory
to the Trustee shall be deemed to be a sufficient giving of such notice. In any case where notice
to Holders of Registered Securities is to be given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security
shall affect the sufficiency of such notice with respect to other Holders of Registered Securities
or the sufficiency of any notice by publication to Holders of Bearer Securities given as provided
above.



     In case, by reason of the suspension of publication of any Authorized Newspaper, or by reason
of any other cause, it shall be impossible or impracticable to make publication of any notice to
Holders of Bearer Securities as provided above, then such method of publication or notification as
shall be made with the approval of the Trustee shall constitute a sufficient publication of such
notice. Neither failure to give notice by publication to Holders of Bearer Securities as provided
above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed
to Holders of Registered Securities as provided above.



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



A-12









 





     Any request, demand, authorization, direction, notice, consent, election, waiver or other Act
required or permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of publication.



     Section 107. Conflict with Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such
required provision shall control.



     Section 108. Effect of Headings and Table of Contents.



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



     Section 109. Successors and Assigns.



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



     Section 110. Separability Clause.



     In case any provision in this Indenture or in the Debt Securities or any coupons 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 in the Debt Securities or any coupons, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder, any Paying Agent
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



     Section 112. Governing Law; Waiver of Jury Trial.



     This Indenture and the Debt Securities and any coupons shall be governed by and construed in
accordance with the laws of the State of New York. Each of the Company and the Trustee hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Indenture, the Debt Securities
or the transaction contemplated hereby.



     Section 113. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated
Maturity of any Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Debt Securities or any coupons)
payment of interest or principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or
at the Stated Maturity, and no interest shall accrue on the amount so payable for the period from
and after such Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity, as the
case may be.



A-13









 





     Section 114. Exemption from Individual Liability.



     No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Debt Security or any coupon, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations of the Company, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors, as such, of the Company or of any successor corporation, or
any of them, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the Debt
Securities or any coupon or implied therefrom; and that any and all such personal liability, either
at common law or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director, as such, because of the
creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants
or agreements contained in this Indenture or in any of the Debt Securities or any coupon or implied
therefrom, are hereby expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issue of such Debt Securities.



     Section 115. Counterparts.



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



ARTICLE TWO




Debt Security Forms




     Section 201. Forms Generally.



     The Registered Securities, if any, and the Bearer Securities and related coupons, if any, of
each series shall be in substantially the form (including temporary or permanent global form) as
shall be established in or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed 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 Debt Securities or coupons, as evidenced by their
signatures on the Debt Securities or coupons. If the form of Debt Securities of any series or
coupons (including any such Global Security) is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Company Order contemplated by Section 303 for the authentication and delivery of such Debt
Securities or coupons.



     Unless otherwise specified as contemplated by Section 301, Debt Securities in bearer form
other than Debt Securities in temporary or permanent global form shall have coupons attached.



A-14









 





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



     Section 202. Form of Trustee’s Certificate of Authentication.



     This is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Trustee]

as Trustee	 	 
	Dated:


	 	 

	 	 	 	By
	 	 


	 	 
	


	 	 

	 	 	 	 	 	 

Authorized Signatory
	 	 






     Section 203. Debt Securities in Global Form.



     If Debt Securities of a series are issuable in whole or in part in global form, as specified
as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and the provisions
of Section 302, such Global Security shall represent such of the outstanding Debt Securities of
such series as shall be specified therein and may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and that the aggregate
amount of Outstanding Debt Securities represented thereby may from time to time be reduced to
reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or
decrease in the amount, of Outstanding Debt Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304.



     The provisions of the last sentence of Section 303(g) shall apply to any Debt Securities
represented by a Debt Security in global form if such Debt Security was never issued and sold by
the Company and the Company delivers to the Trustee the Debt Security in global form together with
written instructions (which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with respect to the reduction in the principal amount of Debt Securities
represented thereby, together with the written statement contemplated by the last sentence of
Section 303(g).



     Global Securities may be issued in either registered or bearer form and in permanent form or,
in the case of Bearer Securities, either temporary or permanent form.



ARTICLE THREE




The Debt Securities




     Section 301. Amount Unlimited; Issuance in Series.



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



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     The Debt Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution, and set forth in an Officers’ Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Debt Securities of any series:



          (1) the title of the Debt Securities of the series (which shall distinguish the Debt
Securities of the series from all other Debt Securities);




          (2) the limit, if any, upon the aggregate principal amount of the Debt Securities of the
series which may be authenticated and delivered under this Indenture (except for Debt Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Debt Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1303 and except
for any Debt Securities which, pursuant to Section 303, are deemed never to have been authenticated
and delivered hereunder);




          (3) the date or dates on which the principal and premium, if any, of the Debt Securities of
the series are payable;




          (4) the rate or rates, if any, at which the Debt Securities of the series shall bear interest,
or the method or methods by which such rate or rates may be determined, the date or dates from
which such interest shall accrue, the Interest Payment Dates on which such interest shall be
payable, the Regular Record Date for the interest payable on any Registered Security on any
Interest Payment Date and the circumstances, if any, in which the Company may defer interest
payments;




          (5) the place or places where, subject to the provisions of Section 1002, the principal of
(and premium, if any) and interest on Debt Securities of the series shall be payable, any
Registered Securities of the series may be surrendered for registration of transfer, Debt
Securities of the series may be surrendered for exchange and notices and demands to or upon the
Company in respect of the Debt Securities of the series and this Indenture may be served and where
notices to Holders pursuant to Section 106 will be published;




          (6) if applicable, 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 Debt Securities of the series may be
redeemed, in whole or in part, at the option of the Company;




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




          (8) whether Debt Securities of the series are to be issuable as Registered Securities, Bearer
Securities or both, whether Debt Securities of the series are to be issuable with or without
coupons or both and, in the case of Bearer Securities, the date as of which such Bearer Securities
shall be dated if other than the date of original issuance of the first Debt Security of such
series of like tenor and term to be issued;




          (9) whether the Debt Securities of the series shall be issued in whole or in part in the form
of a Global Security or Securities and, in such case, the Depositary and Global Exchange Agent for
such Global Security or Securities, whether such global form shall be permanent or temporary and,
if applicable, the Global Exchange Date;




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          (10) if Debt Securities of the series are to be issuable initially in the form of a temporary
Global Security, the circumstances under which the temporary Global Security can be exchanged for
definitive Debt Securities and whether the definitive Debt Securities will be Registered and/or
Bearer Securities and will be in global form and whether interest in respect of any portion of such
Global Security payable in respect of an Interest Payment Date prior to the Global Exchange Date
shall be paid to any clearing organization with respect to a portion of such Global Security held
for its account and, in such event, the terms and conditions (including any certification
requirements) upon which any such interest payment received by a clearing organization will be
credited to the Persons entitled to interest payable on such Interest Payment Date if other than as
provided in this Article Three;




          (11) whether, and under what conditions, additional amounts will be payable to Holders of Debt
Securities of the series pursuant to Section 1006;




          (12) the denominations in which any Registered Securities of the series shall be issuable, if
other than denominations of $1,000 and any integral multiple thereof, and the denominations in
which any Bearer Securities of such series shall be issuable, if other than the denomination of
$5,000;




          (13) if other than the principal amount thereof, the portion of the principal amount of Debt
Securities of the series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;




          (14) the currency or currencies of denomination of the Debt Securities of any series, which
may be in Dollars, any Foreign Currency or any composite currency, including but not limited to the
Euro, and, if any such currency of denomination is a composite currency other than the Euro, the
agency or organization, if any, responsible for overseeing such composite currency;




          (15) the currency or currencies in which payment of the principal of (and premium, if any) and
interest on the Debt Securities will be made, any other currency or currencies in which payment of
the principal of (and premium, if any) or the interest on Registered Securities, at the election of
each of the Holders thereof, may also be payable and the periods within which and the terms and
conditions upon which such election is to be made, and the Exchange Rate and Exchange Rate Agent;




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




          (17) if payments of principal of (and premium, if any) or interest on the Debt Securities of
the series are to be made in a Foreign Currency other than the currency in which such Debt
Securities are denominated, the manner in which the Exchange Rate with respect to such payments
shall be determined;




          (18) any Events of Default with respect to Debt Securities of such series, if not set forth
herein and any Events of Default set forth herein that shall not apply to the Debt Securities of
such series;




          (19) any other covenant or warranty included for the benefit of the Debt Securities of the
series in addition to (and not inconsistent with) those set forth herein for the benefit of Debt
Securities of all series, or any other covenant or warranty included for the benefit of Debt
Securities of the series in lieu of any covenant or warranty set forth herein for the benefit of
Debt Securities of all series, or any provision that any covenant or warranty set forth herein for
the benefit of Debt Securities of all series shall not be for the benefit of Debt Securities of
such series, or any combination of such covenants,




A-17









 







warranties or provisions and whether the provisions of Section 1009 will not apply to such
covenants and warranties;




          (20) the terms and conditions, if any, pursuant to which the Company’s obligations under this
Indenture may be terminated through the deposit of money or Government Obligations as provided in
Articles Four and Fifteen;




          (21) the Person or Persons who shall be Security Registrar for the Debt Securities of such
series if other than the Trustee, and the place or places where the Security Register for such
series shall be maintained and the Person or Persons who will be the initial Paying Agent or
Agents, if other than the Trustee;




          (22) if the Debt Securities of the series are convertible or exchangeable for any securities
of any Person (including the Company), the terms and conditions upon which such Debt Securities
will be convertible or exchangeable;




          (23) the terms upon which the Debt Securities of the series will be subordinated in right of
payment to senior indebtedness; and




          (24) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture).




     All Debt Securities of any one series and the coupons appertaining to Bearer Securities of
such series, if any, shall be substantially identical except, in the case of Registered Securities,
as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution
and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.



     Debt Securities of any particular series may be issued at various times, with different dates
on which the principal or any installment of principal is payable, with different rates of
interest, if any, or different methods by which rates of interest may be determined, with different
dates on which such interest may be payable and with different Redemption or Repayment Dates and
may be denominated in different currencies or payable in different currencies.



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



     Section 302. Denominations.



     Debt Securities of each series shall be issuable in such form and denominations as shall be
specified in the form of Debt Security for such series approved or established pursuant to Section
201 or in the Officers’ Certificate delivered pursuant to Section 301. In the absence of any
specification with respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral multiple thereof and
the Bearer Securities of such series, if any, shall be issuable in the denominations of $5,000.



     Section 303. Execution, Authentication, Delivery and Dating.



          (a) The Debt Securities shall be executed on behalf of the Company by its Chairman of the
Board, a Vice Chairman of the Board, the President, a Vice President, the Treasurer or one of its




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Assistant Treasurers and by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Debt Securities may be manual or facsimile. Coupons shall bear the
facsimile signature of an authorized officer of the Company.




          Debt Securities and coupons bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Debt Securities or coupons of any series or did not hold such offices at the date
of such Debt Securities or coupons.




          (b) At any time and from time to time after the execution and delivery of this Indenture, Debt
Securities of any series may be executed by the Company and delivered to the Trustee for
authentication, and, except as otherwise provided in this Article Three, shall thereupon be
authenticated and delivered by the Trustee upon Company Order, without any further action by the
Company; provided, however, that, in connection with its original issuance, a Bearer Security may
be delivered only outside the United States and, except in the case of a temporary Global Security,
only if the Company or its agent shall have received the certification required pursuant to
Sections 304(b)(iii) and (iv), unless such certification shall have been provided earlier pursuant
to Section 304(b)(v) hereof, and only if the Company has no reason to know that such certification
is false.




          To the extent authorized in or pursuant to a Board Resolution and set forth in an Officers’
Certificate, or established in one or more indentures supplemental hereto, such written Company
Order may be given by any one officer or employee of the Company, may be electronically
transmitted, and may provide instructions as to registration of holders, principal amounts, rates
of interest, maturity dates and other matters contemplated by such Board Resolution and Officers’
Certificate or supplemental indenture to be so instructed in respect thereof. Before authorizing
and delivering the first Debt Securities of any series (and upon request of the Trustee
thereafter), the Company shall deliver to the Trustee (i) the certificates called for under
Sections 201 and 301 hereof and (ii) an Opinion of Counsel described in the next sentence.




          In authenticating such Debt Securities, and accepting the additional responsibilities under
this Indenture in relation to any such Debt Securities, the Trustee shall be entitled to receive,
prior to the initial authentication of such Debt Securities, and (subject to Section 601) shall be
fully protected in relying upon:




          (i) a Board Resolution relating thereto and, if applicable, an appropriate record of any
action taken pursuant to such resolution certified by the Secretary or an Assistant Secretary of
the Company;




          (ii) an executed supplemental indenture, if any, relating thereto;




          (iii) an Officers’ Certificate setting forth the form and terms of the Debt Securities of such
series and coupons, if any, pursuant to Sections 201 and 301 and stating that all conditions
precedent provided for in this Indenture relating to the issuance of such Debt Securities have been
complied with; and




          (iv) an Opinion of Counsel stating




               (A) that the form of such Debt Securities and coupons, if any, has been established in or
pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 201 in
conformity with the provisions of this Indenture;



A-19









 





               (B) that the terms of such Debt Securities and coupons, if any, have been established in or
pursuant to a Board Resolution or by a supplemental indenture as permitted by Section 301 in
conformity with the provisions of this Indenture; and



               (C) that such Debt Securities and coupons, if any, when authenticated and delivered by the
Trustee and issued by the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally and the
application of general principles of equity and except further as enforcement thereof may be
limited by (i) requirements that a claim with respect to any Debt Securities denominated other than
in Dollars (or a Foreign Currency or currency unit judgment in respect of such claim) be converted
into Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or
(ii) governmental authority to limit, delay or prohibit the making of payments in Foreign
Currencies or currency units or payments outside the United States.



          (c) If the Company shall establish pursuant to Section 301 that the Debt Securities of a
series are to be issued in whole or in part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall, in accordance with this Section and the Company Order
with respect to such series, authenticate and deliver one or more Global Securities in permanent or
temporary form that (i) shall represent and shall be denominated in an aggregate amount equal to
the aggregate principal amount of the Outstanding Debt Securities of such series to be represented
by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such
Global Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instructions.




          (d) The Trustee shall have the right to decline to authenticate and deliver any Debt
Securities under this Section 303 if the issuance of such Debt Securities will adversely affect the
Trustee’s own rights, duties or immunities under the Debt Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.




          (e) If all the Debt Securities of any series are not to be issued at onetime, it shall not be
necessary to deliver an Opinion of Counsel at the time of issuance of each Debt Security, but such
Opinion of Counsel, with appropriate modifications, may instead be delivered at or prior to the
time of the first issuance of Debt Securities of such series.




          (f) Each Registered Security shall be dated the date of its authentication. Each Bearer
Security shall be dated as of the date specified as contemplated by Section 301.




          (g) No Debt Security or coupon attached thereto shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless there appears on such Debt Security a
certificate of authentication substantially in the form provided for herein executed by the
Trustee, and such certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered hereunder. Except as
permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and cancelled. Notwithstanding
the foregoing, if any Debt Security or portion thereof shall have been duly authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such
Debt Security to the Trustee 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 Debt Security or




A-20









 







portion thereof has never been issued and sold by the Company, for all purposes of this
Indenture such Debt Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.




          (h) 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 Securities Exchange Act of 1934 and any other applicable
statute or regulation.




     Section 304. Temporary Debt Securities.



          (a) Pending the preparation of definitive Debt Securities of any series, the Company may
execute, and upon receipt of documents required by Sections 301 and 303, together with a Company
Order, the Trustee shall authenticate and deliver, temporary Debt Securities which are printed,
typewritten or otherwise produced, in any denomination, substantially of the tenor and terms of the
definitive Debt Securities in lieu of which they are issued in registered form or, if authorized,
in bearer form with one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Debt Securities may
determine, as evidenced by their signatures on such Debt Securities. In the case of Debt Securities
of any series issuable as Bearer Securities, such temporary Debt Securities may be in global form,
representing all or any part of the Outstanding Debt Securities of such series.




          (b) Unless otherwise provided pursuant to Section 301:




               (i) Except in the case of temporary Debt Securities in global form, if temporary Debt
Securities of any series are issued, the Company will cause definitive Debt Securities of such
series to be prepared without unreasonable delay. After the preparation of definitive Debt
Securities of such series, the related temporary Debt Securities shall be exchangeable for such
definitive Debt Securities upon surrender of the temporary Debt Securities of such series at the
office or agency of the Company in the Place of Payment for such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series
(accompanied, if applicable, by all unmatured coupons and all matured coupons in default
appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the same series of like
tenor and terms and of authorized denominations; provided, however, that no Bearer Security shall
be delivered in exchange for a Registered Security; and provided, further, that a Bearer Security
shall be delivered in exchange for a Bearer Security only in compliance with the conditions set
forth in Section 305.



               (ii) If Debt Securities of any series are issued in temporary global form, any such temporary
Global Security shall, unless otherwise provided pursuant to Section 301, be delivered to the
Depositary for credit to the respective accounts of the beneficial owners of such Debt Securities
(or to such other accounts as they may direct).



               (iii) Without unnecessary delay but in any event not later than the date specified in, or
determined pursuant to the terms of, any such temporary Global Security (the “Global Exchange
Date”), the Company shall deliver definitive Debt Securities to the Trustee or the agent appointed
by the Company pursuant to Section 301 to effect the exchange of the temporary Global Security for
definitive Debt Securities (the “Global Exchange Agent”), in an aggregate principal amount equal to
the principal amount of such temporary Global Security, executed by the Company. On or after the
Global Exchange Date, such temporary Global Security shall be surrendered by the Depositary to the
Global Exchange Agent, to be exchanged, in whole or from time to time in part, for definitive Debt



A-21









 







Securities without charge and the Trustee or the Global Exchange Agent, if authorized by the
Trustee pursuant to Section 614, shall authenticate and deliver, in exchange for each portion of
such temporary Global Security, an equal aggregate principal amount of definitive Debt Securities
of the same series of authorized denominations and of like tenor and terms as the portion of such
temporary Global Security to be exchanged. Upon any exchange of a part of such temporary Global
Security for definitive Debt Securities, the portion of the principal amount and any interest
thereon so exchanged shall be endorsed by the Global Exchange Agent on a schedule to such temporary
Global Security, whereupon the principal amount and interest payable with respect to such temporary
Global Security shall be reduced for all purposes by the amount so exchanged and endorsed. The
definitive Debt Securities to be delivered in exchange for any such temporary Global Security shall
be in bearer form, registered form, global registered form or global bearer form, or any
combination thereof, as specified as contemplated by Section 301, and, if any combination thereof
is so specified, as requested by the beneficial owner thereof; provided, however, that definitive
Bearer Securities (including a definitive Global Bearer Security) shall be delivered in exchange
for a portion of a temporary Global Security only in compliance with the requirements of Section
303.



               (iv) The interest of a beneficial owner of Debt Securities of a series in a temporary Global
Security shall be exchanged for definitive Debt Securities of the same series and of like tenor and
terms following the Global Exchange Date upon request by the account holder and, in the case of the
exchange of the temporary Global Security for definitive Bearer Securities (including a definitive
Global Bearer Security), the account holder delivers a certificate in the form set forth in Exhibit
A-1 and, if applicable, A-2 to this Indenture, dated no earlier than 15 days prior to the Global
Exchange Date, copies of which certificate shall be available from the Global Exchange Agent, any
authenticating agent appointed for such series of Debt Securities and each Paying Agent. Unless
otherwise specified in such temporary Global Security, any such exchange shall be made free of
charge to the beneficial owners of such temporary Global Security, except that a Person receiving
definitive Debt Securities must bear the cost of insurance, postage, transportation and the like in
the event that such Person does not take delivery of such definitive Debt Securities in person at
the offices of Global Exchange Agent. Definitive Debt Securities in bearer form to be delivered in
exchange for any portion of a temporary Global Security shall be delivered only outside the United
States.



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



     Section 305. Registration; Registration of Transfer and Exchange.



     The Company shall cause to be kept at one of the offices or agencies to be maintained by the
Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the
Debt Securities of each series which are Registered Securities, a register (herein sometimes
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 Registered Securities and of transfers
of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt
Securities of each series which are Registered Securities, a “Security Registrar” for the purpose
of registering such Debt Securities and transfers and exchanges of such Debt Securities as herein
provided.



     Upon surrender for registration of transfer of any Registered Security of any series at the
office or agency of the Company maintained for such purpose, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new



A-22









 







Registered Securities of the same series of any authorized denomination or denominations, of
like tenor and terms and aggregate principal amount.



     At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series of any authorized form and denomination, of like tenor and
terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged
at such office or agency. Bearer Securities may not be delivered in exchange for Registered
Securities.



     At the option of the Holder, Registered Securities or Bearer Securities of any series may be
issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section
301 with respect to a Bearer Security in global form) of the same series, of any authorized
denominations and of like tenor and terms and aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to
produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange
may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the
Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or
the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if
there be furnished to them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 1002, interest represented by coupons shall be payable only upon
presentation and surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at
any such office or agency in exchange for a Registered Security of the same series and like tenor
and terms after the close of business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office or agency on the
related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be.



     Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Debt Securities which the Holder making the
exchange is entitled to receive.



     If at any time the Depositary for the Debt Securities of a series notifies the Company that it
is unwilling or unable to continue as Depositary for the Debt Securities of such series or if at
any time the Depositary for the Debt Securities of such series shall no longer be eligible under
Section 303(h), the Company shall appoint a successor Depositary with respect to the Debt
Securities of such series. If a successor Depositary for the Debt 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, the Company’s election pursuant to Section 301(9) shall no longer be effective
with respect to the Debt Securities of such series and the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt 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. Neither the Trustee
nor any agent shall have any responsibility for any actions taken or not taken by the Depositary.



     The Company may at any time and in its sole discretion determine that the Debt Securities of
any series issued in the form of one or more Global Securities shall no longer be represented by
such Global



A-23









 







Security or Securities. In such event the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Debt Securities of such series in definitive form and 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 Debt
Securities, the Depositary for such series of Debt Securities may surrender a Global Security for
such series of Debt Securities in exchange in whole or in part for Debt Securities of such series
of like tenor and terms and in definitive form on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without charge to any Holder,



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




          (b) to such Depositary a new Global Security of like tenor and terms and in a denomination
equal to the difference, if any, between the principal amount of the surrendered Global Security
and the aggregate principal amount of Debt Securities delivered to Holders thereof.




     In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee will authenticate and deliver Debt Securities (a) in definitive registered
form in authorized denominations, if the Debt Securities of such series are issuable as Registered
Securities, (b) in definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as either Registered or
Bearer Securities, as shall be specified by the beneficial owner thereof, if the Debt Securities of
such series are issuable in either form; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer Security a
certificate substantially in the form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and
provided further that delivery of a Bearer Security shall occur only outside the United States; and
provided further that no definitive Bearer Security will be issued if the Company has reason to
know that any such certificate is false.



     Upon the exchange of a Global Security for Debt Securities in definitive form, such Global
Security shall be cancelled by the Trustee. Registered Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to instructions from its direct
or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Registered Securities to the persons in whose names such Debt Securities are so registered. The
Trustee shall deliver Bearer Securities issued in exchange for a Global Security pursuant to this
Section to the persons, 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; provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Global Security unless the Company or its agent shall have received from
the person entitled to receive the definitive Bearer Security a certificate substantially in the
form set forth in Exhibit A-1 and, if applicable, A-2 hereto; and provided further that delivery of
a Bearer Security shall occur only outside the United States; and provided further that no
definitive Bearer Security will be issued if the Company has reason to know that any such
certificate is false.



A-24









 





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



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



     No charge to any Holder shall be made for any registration of transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer, registration of transfer
or exchange of Debt Securities, other than exchanges expressly provided in this Indenture to be
made at the Company’s own expense or without expense or without charge to the Holders.



     The Company shall not be required (i) to issue, register the transfer of or exchange Debt
Securities of any particular series to be redeemed for a period of fifteen days preceding the first
publication of the relevant notice of redemption or, if Registered Securities are outstanding and
there is no publication, the mailing of the relevant notice of redemption of Debt Securities of
such series selected for redemption under Section 1103 and ending at the close of business on the
day of such mailing, or (ii) to register the transfer of or exchange any Registered Security so
selected for redemption in whole or in part, except the unredeemed portion of such Registered
Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a Registered Security of like
tenor and terms of that series, provided that such Registered Security shall be simultaneously
surrendered for redemption.



     Notwithstanding anything herein to the contrary, the exchange of Bearer Securities into
Registered Securities shall be subject to applicable laws and regulations in effect at the time of
exchange; neither the Company, the Trustee nor the Security Registrar shall exchange any Bearer
Securities into Registered Securities if it has received an Opinion of Counsel that as a result of
such exchanges the Company would suffer adverse consequences under the United States Federal income
tax laws and regulations then in effect and the Company has delivered to the Trustee a Company
Order directing the Trustee not to make such exchanges thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The Company shall deliver copies of such
Company Orders to the Security Registrar.



     Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.



     If (i) any mutilated Debt Security or a Bearer Security with a mutilated coupon appertaining
to it is surrendered to a Paying Agent outside the United States designated by the Company, or, in
the case of any Registered Security, to the Trustee, or (ii) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Debt Security or coupon,
and there is delivered to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of notice to the Company and the
Trustee that such Debt Security or coupon has been acquired by a bona fide purchaser, the Company
shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange
for any such mutilated Debt Security or Bearer Security with a mutilated coupon appertaining to it
or to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen) or in lieu of any such destroyed, lost or stolen Debt Security, a new
Debt Security of like tenor and terms and principal amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any,




A-25









 




appertaining to such destroyed,
lost or stolen Debt Security or to the Debt Security to which such destroyed, lost or stolen coupon
appertains; provided, however, that any such new Bearer Security will be delivered only in
compliance with the conditions set forth in Section 305.




     In case any such mutilated, destroyed, lost or stolen Debt Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new Debt
Security, pay such Debt Security or coupon; provided, however, that payment of principal of (and
premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United States; and
provided, further, that, with respect to any such coupons, interest represented thereby (but not
any additional
amounts payable as provided in Section 1006), shall be payable only upon presentation and
surrender of the coupons appertaining thereto.



     Upon the issuance of any new Debt Security or coupons 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 expenses (including the fees and expenses of the Trustee
and printing expenses) connected therewith.



     Every new Debt Security of any series, with its coupons, if any, issued pursuant to this
Section in lieu of any destroyed, lost or stolen Debt Security, or in exchange for a Bearer
Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Debt Security and coupons, if any, shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all other Debt Securities
of that series and their coupons, if any, 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 Debt Securities or coupons.



     Section 307. Payment of Interest; Interest Rights Preserved.



     Interest on any Registered 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 Registered
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business (at an office or
agency in a Place of Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer
Security shall be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. At the option of the Company, payment
of interest on any Registered Security may be made by check in the currency designated for such
payment pursuant to the terms of such Registered Security mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or by wire transfer to an
account in such currency designated by such Person in writing not later than fifteen days prior to
the date of such payment.



A-26









 





     Any interest on any Registered 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 registered Holder on the relevant Regular Record Date by
virtue of his having been such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in Clause (1) or (2) below:



          (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Registered Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Registered 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 and/or Government Obligations the payments of principal and interest on which
when due (and without reinvestment) will provide money in such amounts as will (together with any
money irrevocably deposited in trust with the Trustee, without investment) be equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money and/or Government Obligations 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. Unless the Trustee is acting
as the Security Registrar, promptly after such Special Record Date, the Company shall furnish the
Trustee with a list, or shall make arrangements satisfactory to the Trustee with respect thereto,
of the names and addresses of, and principal amounts of Registered Securities of such series held
by, the Holders appearing on the Security Register at the close of business on such Special Record
Date. In the name and at the expense of the Company, the Trustee shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class
postage prepaid, to each Holder of Registered Securities of such series at his address as it
appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be payable pursuant to the
following Clause (2). In case a Bearer Security of any series is surrendered at the office or
agency in a Place of Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date and before the
opening of business at such office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed
date of payment and Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security, but will be payable
only to the Holder of such coupon when due in accordance with the provisions of this Indenture.




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




     Subject to the foregoing provisions of this Section, each Debt Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security
shall



A-27









 







carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Debt Security.



     Subject to the limitations set forth in Section 1002, the Holder of any coupon appertaining to
a Bearer Security shall be entitled to receive the interest payable on such coupon upon
presentation and surrender of such coupon on or after the Interest Payment Date of such coupon at
an office or agency maintained for such purpose pursuant to Section 1002.



     Section 308. Persons Deemed Owners.



     Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or of the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on
such Registered Security and for all other purposes whatsoever, whether or not such Registered
Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.



     The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of
any Bearer Security and the bearer of any coupon as the absolute owner of such Bearer Security or
coupon for the purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Bearer Security or coupon 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.



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



     Section 309. Cancellation.



     Unless otherwise provided with respect to a series of Debt Securities, all Debt Securities and
coupons surrendered for payment, redemption, repayment, transfer, exchange or credit against any
sinking fund payment pursuant to this Indenture shall, if surrendered to the Company or any agent
of the Company, be delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Debt
Securities so delivered shall be promptly cancelled by the Trustee. No Debt Securities shall be
authenticated in lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt Securities and coupons
held by the Trustee shall be disposed of by the Trustee in accordance with its customary
procedures.



     Section 310. Computation of Interest.



     Except as otherwise specified as contemplated by Section 301 for Debt Securities of any
series, interest on the Debt Securities of each series shall be computed on the basis of a 360-day
year of twelve 30-day months.



A-28









 





     Section 311. Certification by a Person Entitled to Delivery of a Bearer Security.



     Whenever any provision of this Indenture or a Debt Security contemplates that certification be
given by a Person entitled to delivery of a Bearer Security, such certification shall be provided
substantially in the form of Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as
shall be approved by the Company and consented to by the Trustee, whose consent shall not
unreasonably be withheld.



     Section 312. Judgments.



     The Company agrees that, to the fullest extent possible under applicable law and except as may
otherwise be specified as contemplated in Section 301, (a) the obligation, if any, of the Company
to pay the principal of (and premium, if any) and interest on the Debt Securities of any series and
any appurtenant coupons in a Foreign Currency, composite currency or Dollars (the “Designated
Currency”) as may be specified pursuant to Section 301 is of the essence, and judgments in respect
of such Debt Securities shall be given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the principal of (and premium, if any) and
interest on such Debt Securities and any appurtenant coupons shall, notwithstanding any payment in
any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent
of the amount in the Designated Currency that the Holder receiving such payment may, in accordance
with normal banking procedures, purchase with the sum paid in such other currency (after any
premium and cost of exchange) in the country of issue of the Designated Currency in the case of
Foreign Currency or Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder receives such
payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls
short of the amount originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and (d) any obligation of the Company not discharged by
such payment shall be due as a separate and independent obligation and, until discharged as
provided herein, shall continue in full force and effect.



     Section 313. CUSIP Numbers.



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



ARTICLE FOUR




Satisfaction and Discharge




     Section 401. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Debt Securities herein expressly
provided for and rights to receive payments of principal and interest thereon and any right to
receive additional amounts, as provided in Section 1006) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture when



A-29









 





          (1) either




               (A) all Debt Securities theretofore authenticated and delivered and all coupons appertaining
thereto (other than (i) coupons appertaining to Bearer Securities surrendered in exchange for
Registered Securities and maturing after such exchange, surrender of which is not required or has
been waived as provided in Section 305, (ii) Debt Securities and coupons which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons
appertaining to Bearer Securities called for redemption or surrendered for repayment and maturing
after the relevant Redemption Date or Repayment Date, as appropriate, surrender of which has been
waived as provided in Section 1106 or 1303 and (iv) Debt Securities and coupons for whose payment
money and/or Government Obligations have theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee cancelled or for cancellation; or



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



                    (i) have become due and payable, or



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



                    (iii) are to be called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of
the Company, and the Company, in the case of (B)(i), (B)(ii) or (B)(iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money
and/or Government Obligations the payments of principal and interest on which when due (and
without reinvestment) will provide money in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be sufficient to pay and
discharge the entire indebtedness on such Debt Securities and coupons of such series for principal
(and premium, if any) and interest, and any mandatory sinking fund, repayment or analogous payments
thereon, on the scheduled due dates therefor to the date of such deposit (in the case of Debt
Securities and coupons which have become due and payable) or to the Stated Maturity or Redemption
Date, if any, and all Repayment Dates (in the case of Debt Securities repayable at the option of
the Holders thereof); provided, however, that in the event a petition for relief under any
applicable Federal or state bankruptcy, insolvency, reorganization or other similar law is filed
with respect to the Company within 91 days after the deposit, the obligations of the Company under
the Indenture with respect to the Debt Securities of such series shall not be deemed terminated or
discharged, and in such event the Trustee shall be required to return the deposited money and
Government Obligations then held by the Trustee to the Company;



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




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




     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and, if money or Government Obligations shall have been
deposited with the Trustee pursuant to Subclause (B) of Clause (1) of this Section, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.



A-30









 





     Section 402. Application of Trust Money and Government Obligations.



          (a) Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations deposited with the Trustee pursuant to Section 401, 403 or 1501 shall be held in trust
and such money and the principal and interest received on such Government Obligations shall be
applied by it, in accordance with the provisions of the Debt Securities, any coupons and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money or Government
Obligations have been deposited with the Trustee. Money and
Government Obligations so held in trust are not subject to Article
Sixteen.




          (b) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
Government Obligations or money held by it as provided in Section 403 or 1501
which, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are then in excess of the
amount thereof which then would have been required to be deposited for the purpose for which such
Government Obligations or money were deposited or received.




          (c) The Trustee shall deliver to the Company from time to time upon Company Request any
Government Obligations held by it as provided in Section 403 or 1501, provided that the Company in
substitution therefor simultaneously delivers to the Trustee, money or other Government Obligations
which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification thereof delivered to the Trustee, would then be sufficient to satisfy
the Company’s payment obligations in respect of the Debt Securities in the manner contemplated by
Section 403 or 1501.




     Section 403. Satisfaction, Discharge and Defeasance of Debt Securities of any Series.



     If this Section 403 is specified, as contemplated by Section 301, to be applicable to Debt
Securities of any series, then, notwithstanding Section 401, (i) the Company shall be deemed to
have paid and discharged the entire indebtedness on all the Outstanding Debt Securities of any such
series and related coupons; (ii) the provisions of this Indenture as it relates to such Outstanding
Debt Securities and related coupons shall no longer be in effect (except as to (A) the rights of
Holders of Debt Securities to receive, from the trust fund described in subparagraph (1) below,
payment of (x) the principal of (and premium, if any) and any installment of principal of (and
premium, if any) or interest on such Debt Securities and related coupons on the Stated Maturity of
such principal (and premium, if any) or installment of principal (and premium, if any) or interest
or (y) any mandatory sinking fund, repayment or analogous payments applicable to the Debt
Securities of that series on that day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Debt Securities, (B) the Company’s obligations with respect
to such Debt Securities under Sections 304, 305, 306, 1002, 1003 and 1006, and (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including those under Section 607
hereof); and (iii) the Trustee, at the expense of the Company, shall, upon Company Order, execute
proper instruments acknowledging satisfaction and discharge of such indebtedness, when



          (1) either




               (A) with respect to all Outstanding Debt Securities of such series and related coupons, with
reference to this Section 403, the Company has deposited or caused to be deposited with the Trustee
irrevocably, as trust funds in trust, money and/or Government Obligations the payments of principal
and interest on which when due (and without reinvestment) will provide money in such



A-31









 







amounts as
will (together with any money irrevocably deposited in trust with the Trustee, without investment)
be sufficient to pay and discharge (i) the principal of (and premium, if any) and interest on the
Outstanding Debt Securities of that series on the Stated Maturity of such principal or interest or,
if such series may be redeemed by the Company prior to the Stated Maturity thereof and the Company
shall have given irrevocable instructions to the Trustee to effect such redemption, at the date
fixed for such redemption pursuant to Article Eleven, and (ii) any mandatory sinking fund payments
or analogous payments applicable to Debt Securities of such series on the date on which such
payments are due and payable in accordance with the terms of this Indenture and of such Debt
Securities; or



               (B) the Company has properly fulfilled such other means of satisfaction and discharge as is
specified, as contemplated by Section 301, to be applicable to the Debt Securities of such series;



          (2) Company has paid or caused to be paid all sums payable with respect to the Outstanding
Debt Securities of such series and related coupons;




          (3) such deposit will not result in a breach of, or constitute a default under, this Indenture
or any other agreement or instrument to which the Company is a party or by which it is bound;




          (4) no Event of Default or event which, with the giving of notice or lapse of time, or both,
would become an Event of Default pursuant to Section 501(1), (2), (3), (6) or (7) with respect to
the Debt Securities of such series shall have occurred and be continuing on the date of such
deposit and no Event of Default under Section 501(6) or Section 501(7) or event which, with the
giving of notice or lapse of time, or both, would become an Event of Default under Section 501(6)
or Section 501(7) shall have occurred and be continuing on the 91st day after such date; provided,
however, that should that condition fail to be satisfied on or before such 91st day, the Trustee
shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the
Company;




          (5) if the Debt Securities of that series are then listed on any domestic or foreign
securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that such deposit, defeasance and discharge will not cause such Debt Securities to be
delisted; and




          (6) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of the entire indebtedness of all Outstanding Debt Securities and
related coupons have been complied with.




     Any deposits with the Trustee referred to in Section 403(1)(A) above shall be irrevocable and
shall be made under the terms of an escrow or trust agreement in form and substance satisfactory to
the Trustee. If any Outstanding Debt Securities of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow or trust agreement shall provide therefor
and the Company shall make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company.



     Upon the satisfaction of the conditions set forth in this Section 403 with respect to all the
Outstanding Debt Securities of any series, the terms and conditions of such series, including the
terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding
upon, or applicable to, the Company; provided that the Company shall not be discharged from any
payment obligations in respect of Debt Securities of such series which are deemed not to be
Outstanding under clause (iii) of the



A-32









 







definition thereof if such obligations continue to be valid
obligations of the Company under applicable law.



     Notwithstanding the cessation, termination and discharge of all obligations, covenants and
agreements (except as provided above in this Section 403) of the Company under this Indenture with
respect to any series of Debt Securities, the obligations of the Company to the Trustee under
Section 607, and the obligations of the Trustee under Section 402 and the last paragraph of Section
1003, shall survive with respect to such series of Debt Securities.



ARTICLE FIVE




Remedies




     Section 501. Events of Default.



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



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




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




          (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Debt
Security of such series; or




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




          (5) a default under any Debt by the Company or any Subsidiary (including a default with
respect to Debt Securities of any series other than that series) or under any Mortgage, indenture
or instrument under which there may be issued or by which there may be secured or evidenced any
Debt by the Company or any Subsidiary (including this Indenture), whether such Debt now exists or
shall hereafter be created, which default shall have resulted in such Debt in an outstanding
principal amount in excess of $50 million becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, without such acceleration having been
rescinded or annulled, or such Debt having been discharged, within a period of 10 days after there
shall have been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding
Securities of that series a written notice specifying such default and requiring the Company to
cause such acceleration to be rescinded or annulled or cause such Debt to be discharged and stating
that such notice is a “Notice of Default” hereunder; or




A-33









 








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




          (7) 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 an involuntary case or proceeding 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 taking of corporate action by the Company in
furtherance of any such action; or




          (8) any other Event of Default, if any, provided with respect to Debt Securities of such
series specified as contemplated by Section 301.




     Section 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default with respect to Debt Securities of any series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders of not less than
25% in principal amount of Outstanding Debt Securities of such series may declare the principal
amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series) of and all accrued
but unpaid interest on all the Debt Securities of such series to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by such Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately due and payable.
Upon payment of such amount, all obligations of the Company in respect of the payment of principal
of the Debt Securities of such series shall terminate.



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



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




               (C) all overdue installments of interest on all Debt Securities of such series,



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               (D) the principal of (and premium, if any, on) any Debt 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 Debt Securities,



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



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



          (2) all Events of Default with respect to Debt Securities of such series, other than the
non-payment of the principal of Debt Securities of such series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 513.




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



     Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Company covenants that if:



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




          (2) default is made in the payment of the principal of (or premium, if any, on) any Debt
Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Debt Securities and any related coupons, the amount then due and
payable on such Debt Securities and coupons for principal (and premium, if any) and interest and,
to the extent that payment of such interest shall be legally enforceable, interest upon the overdue
principal (and premium, if any) and upon overdue installments of interest, at the rate or rates
prescribed therefor in such Debt Securities, and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




     If the Company fails 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, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Debt Securities and coupons 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 Debt Securities and coupons, wherever
situated.



     If an Event of Default with respect to Debt Securities of any series occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Debt Securities of such series and any related coupons 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.



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     Section 504. Trustee May File Proofs of Claim.



     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceedings, or any
voluntary or involuntary case under the Federal bankruptcy laws as now or hereafter constituted,
relative to the Company or any other obligor upon the Debt Securities of a particular series or any
related coupons or the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of such Debt 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 proceedings or otherwise,



          (1) to file and prove a claim for the whole amount of principal (and premium, if any) and
interest owing and unpaid in respect of the Debt Securities of such series and any appurtenant
coupons and to file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in
such judicial proceeding, and




          (2) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same;




and any receiver, assignee, trustee, custodian, liquidator, sequestrator or other similar official
in any such proceeding is hereby authorized by each Holder to make such payments to the Trustee,
and in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.



     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 Debt Securities or any coupons 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 505. Trustee May Enforce Claims without Possession of Debt Securities or
Coupons.



     All rights of action and claims under this Indenture or the Debt Securities or coupons may be
prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or
coupons 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 of the Debt Securities and coupons in respect of which such judgment has
been recovered.



     Section 506. Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article 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 (and premium, if any) or interest, upon presentation of the Debt Securities or
any coupons, or both, as the case may be, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:



     FIRST: To the payment of all amounts due the Trustee under Section 607;



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     SECOND:
To the Holders of Senior Debt to the extent required by Article
Sixteen;


     THIRD: To the payment of the amounts then due and unpaid for principal of (and premium, if
any) and interest on the Debt Securities and any coupons, 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 Debt Securities and any coupons for principal (and premium,
if any) and interest, respectively. The Holders of each series of Debt Securities denominated in
Euro, any other composite currency or a Foreign Currency and any matured coupons relating thereto
shall be entitled to receive a ratable portion of the amount determined by the Exchange Rate Agent
by converting the principal amount Outstanding of such series of Debt Securities and matured but
unpaid interest on such series of Debt Securities in the currency in which such series of Debt
Securities is denominated into Dollars at the Exchange Rate as of the date of declaration of
acceleration of the Maturity of the Debt Securities; and



     FOURTH: The balance, if any, to the Company.



     Section 507. Limitation on Suits.



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



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




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




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




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




          (5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Debt
Securities of such series; 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 such Holders (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such actions or
forebearances are unduly prejudicial to 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 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.



     Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or
coupon shall have the right which is absolute and unconditional to receive payment of the principal
of (and premium, if any) and (subject to Section 307) interest on such Debt Security or payment of
such coupon on the respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case



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of redemption or repayment, on the Redemption Date or the Repayment Date,
as the case may be) and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.



     Section 509. Restoration of Rights and Remedies.



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



     Section 510. Rights and Remedies Cumulative.



     Except as otherwise provided in 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 511. Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Debt Security or coupon 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 512. Control by Holders of Debt Securities.



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



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




          (2) subject to the provisions of Section 601, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible Officer or
Responsible Officers of the Trustee, determine that the proceedings so directed would be unjustly
prejudicial to the Holders of Debt Securities of such series not joining in any such direction; and




          (3) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.




     Section 513. Waiver of Past Defaults.



     The Holders of not less than a majority in principal amount of the Outstanding Debt Securities
of any series may on behalf of the Holders of all the Debt Securities of any such series and any
related



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coupons waive any past default hereunder with respect to such series and its consequences,
except a default



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




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




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



     Section 514. Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Debt Security or coupon by his
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having a 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 or the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 25% in principal amount of the Outstanding Debt
Securities of any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest on any Debt Security or the payment of
any coupons on or after the respective Stated Maturity or Maturities expressed in such Debt
Security or coupon (or, in the case of redemption or repayment, on or after the Redemption Date or
Repayment Date, as the case may be).



     Section 515. 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 whenever 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 benefits 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 SIX




The Trustee




     Section 601. Certain Duties and Responsibilities.



          (a) Except during the continuance of an Event of Default,




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               (1) the Trustee undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and



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



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




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




               (3) this Subsection shall not be construed to limit the effect of Subsection (a) of this
Section;



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



               (5) the Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a majority in principal amount
of the Outstanding Securities of any series, determined as provided in Sections 101, 104 and 512,
relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with
respect to the Debt Securities of such series; and



               (6) 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.



     Section 602. Notice of Default.



     If a default occurs hereunder with respect to Debt Securities of any series the Trustee shall
transmit by mail to all Holders of Debt Securities of such series notice of such default as and to
the extent provided by the Trust Indenture Act; provided, however, that in the case of any default
of the character specified in Section 501(4) with respect to Debt Securities of such series no such
notice to Holders shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Debt Securities of such series.



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     Section 603. Certain Rights of Trustee.



     Except as otherwise provided in Section 601:



          (a) the Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any signature, resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon 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 and any resolution of the Board of Directors shall 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 Officers’ Certificate;




          (d) the Trustee may consult with counsel of its selection and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection 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 of the Holders of Debt Securities of such
series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction;




          (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, coupon, 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 be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney, other than any such books or records containing
information as to the affairs of the customers of the Company or any of its subsidiaries; provided
that the Trustee may examine such books and records relating to customers to the extent that such
books and records contain information as to any payments made to such customers in their capacity
as Holders of Debt Securities; provided, further, that the Trustee shall treat all information
regarding the Company which it receives pursuant to this Indenture and its duties hereunder as
confidential and shall not disclose such information unless necessary in order to fulfill its
duties under this Indenture or the Trust Indenture Act;




          (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; no Exchange Rate Agent, Global Exchange Agent, Depositary or Paying Agent
shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or
omission by any of them;




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          (h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by
it in good faith and reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture;




          (i) 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;




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




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




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




     Section 604. Not Responsible for Recitals or Issuance of Debt Securities.



     The recitals contained herein and in the Debt Securities, except the Trustee’s certificates of
authentication, and in any coupons, and the information in any registration statement, including
all attachments thereto, except information provided by the Trustee therein, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt
Securities of any series or any coupons. The Trustee shall not be accountable for the use or
application by the Company of any Debt Securities or the proceeds thereof. The Trustee shall not be
responsible for and makes no representations as to the Company’s ability or authority to issue
Bearer Securities or the lawfulness thereof.



     Section 605. May Hold Debt Securities or Coupons.



     The Trustee, any Paying Agent, the Security Registrar or any other agent of the Company or the
Trustee, in its individual or any other capacity, may become the owner or pledgee of Debt
Securities and coupons, and, subject to Sections 608 and 613, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such
agent.



     Section 606. Money Held in Trust.



     Money held by the Trustee or any Paying Agent in trust hereunder need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be
under any liability for interest on any money received by it hereunder except as otherwise agreed
with the Company.



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     Section 607. Compensation and Reimbursement.



     The Company agrees



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




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




          (3) to indemnify each of the Trustee or any predecessor Trustee and their agents for, and to
hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes
(other than taxes based upon, measured by or determined by the income of the Trustee), arising out
of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim (whether asserted by the
Company, or any Holder or
any other Person) or liability in connection with the exercise or performance of any of its
powers or duties hereunder, or in connection with enforcing the provisions of this Section, except
to the extent that such loss, damage, claim, liability or expense is due to its own negligence or
bad faith.




     The Trustee shall promptly notify the Company of any claim for which it may seek
indemnification pursuant to the provisions of this Indenture. The Company shall be entitled to
participate in, and to the extent that it shall wish, to assume the defense of such claim, with
counsel satisfactory to the Trustee (and the Trustee shall cooperate in the defense thereof), and
after notice from the Company to the Trustee of the Company’s election so to assume the defense
thereof, the Company shall not be liable to the Trustee under this Indenture for any legal or other
expenses subsequently incurred by the Trustee in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that the Trustee may only employ separate
counsel at the expense of the Company if in the judgment of the Trustee (i) a conflict of interest
exists by reason of common representation or (ii) there are legal defenses available to the Trustee
that are different from or are in addition to those available to the Company or if all parties
commonly represented do not agree as to the action (or inaction) of counsel. The Company shall not
be obligated under any settlement agreement relating to any claim under this Indenture to which it
has not agreed in writing.



     As security for the performance of the obligations of the Company under this Section the
Trustee shall have a claim prior to the Debt Securities and any coupons upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the payment of principal
of (and premium, if any) or interest on particular Debt Securities or any coupons.



     The provisions of this Section 607 shall survive the resignation or removal of the Trustee and
the termination of this Indenture.



     Section 608. Disqualification; Conflicting Interests.



     If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent



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permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
with respect to Debt Securities of any series by virtue of being a trustee under this Indenture
with respect to any particular series of Debt Securities.



     Section 609. Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee hereunder which shall be a corporation that is eligible
pursuant to the Trust Indenture Act to act as such and organized and doing business under the laws
of the United States, any State 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; provided, however, that if
Section 310(a) of the Trust Indenture Act or the rules and regulations of the Commission under the
Trust Indenture Act at any time permit a corporation organized and doing business under the laws of
any other jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act,
this Section 609 shall be automatically amended to permit a corporation organized and doing
business under the laws of any such other jurisdiction to serve as Trustee hereunder. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, 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 610. 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 under Section 611.




          (b) The Trustee may resign at any time with respect to the Debt Securities of one or more
series by giving written notice thereof to the Company. If an instrument of acceptance by a
successor Trustee 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 Debt
Securities of such series.




          (c) The Trustee may be removed at any time with respect to the Debt Securities of any series
by the Company or by Act of the Holders of a majority in principal amount of the Outstanding Debt
Securities of such series, delivered to the Trustee and to the Company.




          (d) If at any time:




               (1) the Trustee shall fail to comply with Section 608 with respect to the Debt Securities of
any series after written request therefor by the Company or by any Holder who has been a bona fide
Holder of a Debt Security of such series for at least six months, or



               (2) the Trustee shall cease to be eligible under Section 609 with respect to any series of
Debt Securities 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 with respect to any series of Debt Securities
or a decree or order for relief by a court having jurisdiction in the premises shall have



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been
entered in respect of the Trustee in an involuntary case under the Federal bankruptcy laws, as now
or hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law; or a decree or order by a court having jurisdiction in the premises shall have been
entered for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator
or other similar official of the Trustee or of its property or affairs, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation, or



               (4) the Trustee shall commence a voluntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or State bankruptcy, insolvency or similar
law or shall consent to the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or its
property or affairs, or shall make an assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due, or shall take corporate action
in furtherance of any such action,


then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect
to such series at any time or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Debt Security of any series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee for the Debt Securities
of such series and the appointment of a successor Trustee. In addition, the Company may remove the
Trustee if the Company shall determine by a Board Resolution that the services provided by the
Trustee hereunder may be obtained at a substantially lower cost to the Company. If an instrument
of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days
after the giving of such notice of removal, the Trustee that is to be removed may, at the expense
of the Company, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.




          (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any
series of Debt Securities, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debt Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of that or
those series (it being understood that any such successor Trustee may be appointed with respect to
the Debt 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 Debt Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders of a majority in principal amount
of the Outstanding Debt 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, become the successor Trustee with respect to the Debt Securities of such series and to
that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with
respect to the Debt Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Debt Security of such series for at least six months may, subject to Section 514,
on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such
series.




          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Debt Securities of any series and each appointment of a successor Trustee with
respect to the Debt Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their
names and addresses appear in the Security Register and, if Debt Securities of such series are
issuable as Bearer




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Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the address of its
Corporate Trust Office.




     Section 611. Acceptance of Appointment by Successor.



          (a) In the case of an appointment hereunder of a successor Trustee with respect to all Debt
Securities, 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, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee,
such retiring Trustee shall, upon payment of its charges due under Section 607 hereof, 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.




          (b) In the case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring Trustee upon payment of
its charges and each successor Trustee with respect to the Debt 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 Debt 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 Debt 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 Debt 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 Debt Securities of that or those
series to which the appointment of such successor Trustee relates; but, on the request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect
to the Debt Securities of that or those series to which the appointment of such successor Trustee
relates.




          (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (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.




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     Section 612. Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall, be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
executing or filing of any paper or any further act on the part of any of the parties hereto. In
case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion, consolidation or sale to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Debt Securities. In case any Debt
Securities shall not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Debt Securities, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.



     Section 613. Preferential Collection of Claims Against Company.



     If and when the Trustee shall be or shall become a creditor, directly or indirectly, secured
or unsecured, of the Company (or any other obligor upon the Debt Securities), the Trustee shall be
subject to
the provisions of the Trust Indenture Act regarding collection of claims against the Company
(or any such other obligor).



     Section 614. Authenticating Agent.



     The Trustee shall upon Company Request appoint one or more Authenticating Agents (including,
without limitation, the Company or any Affiliate thereof) with respect to one or more series of
Debt Securities which shall be authorized on behalf of the Trustee in authenticating Debt
Securities of such series in connection with the issue, delivery, registration of transfer,
exchange, partial redemption or repayment of such Debt Securities. Wherever reference is made in
this Indenture to the authentication of Debt Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication 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 must be acceptable to the Company
and, in the case of Registered Securities, must be a corporation organized and doing business under
the laws of the United States or of any State or the District of Columbia, having a combined
capital and surplus of at least $50,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by Federal or State authorities, and in the case of Bearer
Securities and an authenticating agent who is not organized and doing business under the laws of
the United States or of any State thereof or the District of Columbia, is subject to supervision or
examination by the appropriate foreign authorities.



     Any corporation succeeding to the corporate agency business of an authenticating agent shall
continue to be an authenticating agent without the execution or filing of any paper or any further
act on the part of the Trustee or such authenticating agent.



     An authenticating agent may at any time resign with respect to one or more series of Debt
Securities by giving written notice of resignation to the Trustee and to the Company. The Trustee
may at any time terminate the agency of any authenticating agent with respect to one or more series
of Debt Securities by giving written notice of termination 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 an authenticating agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint



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a successor authenticating agent. Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as an authenticating
agent herein. 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 compensation for its
services under this Section.



     The provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be applicable to any
authenticating agent.



     Pursuant to each appointment made under this Section, the Debt Securities of each series
covered by such appointment may have endorsed thereon, in lieu of the Trustee’s certificate of
authentication, an alternate certificate of authentication in substantially the following form:



     This is one of the Debt Securities, of the series designated herein, described in the
within-mentioned Indenture.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Trustee]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	As Authenticating Agent for the Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Authorized Signatory	 	 






ARTICLE SEVEN




Holders’ Lists and Reports By Trustee and Company




     Section 701. Company to Furnish Trustee Names and Addresses of Holders.



     The Company will furnish or cause to be furnished to the Trustee with respect to Debt
Securities of each series for which it acts as Trustee:



          (1) semi-annually, not later than May 15 and November 15 in each year, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of Registered
Securities as of the preceding May 1 or November 1, as the case may be, and




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



provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list
need be furnished.





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     Section 702. Preservation of Information; Communications to Holders.



          (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Registered Securities contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders of Registered
Securities received by the Trustee in its capacity as Paying Agent or Security Registrar, if so
acting. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of
a new list so furnished. The Trustee shall preserve for at least two years the names and addresses
of Holders of Bearer Securities filed with the Trustee by such Holders.




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




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




     Section 703. Reports by Trustee.



          (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313 (a) of the Trust Indenture Act, the
Trustee shall, within sixty days after the date specified in a supplemental indenture with respect
to any issuance of Debt Securities under this Indenture deliver to Holders a brief report, dated as
of such specified date, which complies with the provisions of such Section 313(a).




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




     Section 704. Reports by Company.



     The Company shall file with the Trustee and the Commission, and transmit to Holders such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the time and in the manner pursuant to such Act; provided that such
information, documents or reports required to be filed with the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 shall be filed with the Trustee within 15
days after the same is so required to be filed with the Commission.



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



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ARTICLE EIGHT




Consolidation, Merger, Conveyance, Transfer or Lease




     Section 801. Company May Consolidate, etc. Only on Certain Terms.



     The Company shall not consolidate with or merge into any other corporation or convey, transfer
or lease its properties and assets substantially as an entirety to any Person, and the Company
shall not permit any Person to consolidate with or merge into the Company, or convey, transfer or
lease its properties and assets substantially as an entirety to the Company, unless:



          (1) in case the Company shall consolidate with or merge into another corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
corporation 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 corporation organized and existing under the laws of the
United States of America, any political subdivision thereof or any State thereof 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 (including all additional amounts, if any, payable pursuant to Section 1006) on
all the Debt Securities and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;




          (2) 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
happened and be continuing; and




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




     Section 802. Successor Corporation Substituted.



     Upon any consolidation with or merger into any other corporation, or any conveyance, transfer
or lease of the properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor corporation formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor had been named as the Company herein, and thereafter, except
in the case of a lease, the Company (which term for this purpose shall mean the Person named as the
“Company” in the first paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner presented in this Article) shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities and any coupons.



     Section 803. Conveyance or Transfer to a Wholly-owned Subsidiary.



     Notwithstanding the provisions of Sections 801 and 802, and without any requirement of
complying with any of such provisions, the Company may convey or transfer its properties and assets
substantially as an entirety to another corporation organized and existing under the laws of the
United States of America or any State or the District of Columbia which is lawfully entitled to
acquire the same; provided, however, that immediately after giving effect to such conveyance or
transfer and to the receipt



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of the consideration therefore such other corporation shall be a
Wholly-owned Subsidiary of the Company and prior to such conveyance or transfer there shall have
been filed with the Trustee an Officers’ Certificate to the effect that the requirements of this
Section 803 will be complied with in connection with such conveyance or transfer.



ARTICLE NINE




Supplemental Indentures




     Section 901. Supplemental Indentures without Consent of Holders.



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



          (1) to evidence the succession of another corporation to the Company, and the assumption by
such successor of the covenants of the Company herein and in the Debt Securities contained; or




          (2) to add to the covenants of the Company, for the benefit of the Holders of all or any
series of Debt Securities (and if such covenants are to be for the benefit of less than all series
of Debt Securities, stating that such covenants are expressly being included solely for the benefit
of such series) or
any coupons, to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to surrender any right or power herein conferred upon the Company; or




          (3) to add any additional Events of Default (and if such Events of Default are to be
applicable to less than all series of Debt Securities, stating that such Events of Default are
expressly being included solely to be applicable to such series); or




          (4) to add to, change or eliminate any of the provisions of this Indenture to provide that
Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on
the payment of principal of (or premium, if any, on) Registered Securities or of principal of (or
premium, if any, on) or any interest on Bearer Securities, to permit Bearer Securities to be issued
in exchange for Registered Securities of other authorized denominations or to permit or facilitate
the issuance of Debt Securities in uncertificated form, provided any such action shall not
adversely affect the interests of the Holders of Debt Securities of any series or any related
coupons in any material respect; or




          (5) to change or eliminate any of the provisions of this Indenture, provided that any such
change or elimination (a) shall become effective only when there is no Debt Security Outstanding of
any series created prior to the execution of such supplemental indenture which is entitled to the
benefit of such provisions or (b) shall not apply to any Debt Security Outstanding; or




          (6) to establish the form or terms of Debt Securities of any series as permitted by Sections
201 and 301; or




          (7) to secure the Debt Securities; or




          (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Debt 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 611(b);
or




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          (9) 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 provisions with
respect to matters or questions arising under this Indenture which shall not be inconsistent with
any provision of this Indenture, provided such other provisions shall not adversely affect the
interests of the Holders of Debt Securities of any series or any related coupons in any material
respect; or




          (10) to add to or change or eliminate any provision of this Indenture as shall be necessary or
desirable in accordance with any amendments to the Trust Indenture Act, provided such action shall
not adversely affect the interest of Holders of Debt Securities of any series or any related
coupons in any material respect.




          (11)	to make any change in Article Sixteen that would limit or terminate the rights of Senior Debt under Article Sixteen, subject to any required approvals of the Holders of such Senior Debt.


     An
amendment under this Section in respect of the Debt Securities of any
series may not make any change that adversely affects the rights
under Article Sixteen of any Holder of Senior Debt then outstanding
unless the Holders of such Senior Debt (or their Representative)
consent to such change.



     Section 902. Supplemental Indentures with Consent of Holders.



     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of all series affected by such supplemental indenture, acting together
as a class, 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 of modifying in any manner the rights under
this Indenture of the Holders of such Debt Securities of such series and any related coupons;
provided, however, that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Debt Security or coupon affected thereby,



          (1) change the Stated Maturity of the principal or any installment of principal of, or any
installment of interest on, any Debt Security, or reduce the principal amount thereof or the
interest thereon or any premium payable upon redemption or repayment thereof, or change any
obligation of the Company to pay additional amounts pursuant to Section 1006 (except as
contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment, or
the coin or currency in which any Debt Security or the interest thereon or any coupon is payable,
or impair the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption or repayment, on or after the Redemption
Date or Repayment Date, as the case may be), or




          (2) reduce the percentage in principal amount of the Outstanding Debt Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1404 for quorum or voting, or




          (3) modify any of the provisions of this Section, Section 513 or Section 1009, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Debt 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 and




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Section 1009, or the deletion of this proviso, in accordance with the requirements of
Section 611(b) and 901(8), or




          (4) adversely affect the right to repayment, if any, of Debt Securities of any series at the
option of the Holders thereof, or




          (5) make any change in Article Sixteen that adversely affects the rights of any Holder of Senior Debt under Article Sixteen.




     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 Debt Securities, or which modifies the rights of the Holders of Debt 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 Debt Securities of any other series.



     It shall not be necessary for any Act of Holders of the Debt Securities 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.



     An amendment under this Section in respect of the Debt Securities of any series
may not make any change that adversely affects the rights under
Article Sixteen of any Holder of Senior Debt then outstanding unless
the Holders of such Senior Debt (or their Representative) consent to
such change.


     Section 903. 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 entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.



     Section 904. 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 Debt Securities theretofore or thereafter authenticated and
delivered hereunder and of any coupons appertaining thereto shall be bound thereby.



     Section 905. Conformity with Trust Indenture Act.



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



     Section 906. Reference in Debt Securities to Supplemental Indentures.



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



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prepared and executed by the Company and authenticated and delivered
by the Trustee in exchange for Outstanding Debt Securities of such series and any appurtenant
coupons.



ARTICLE TEN




Covenants




     Section 1001. Payment of Principal, Premium and Interest.



     The Company covenants and agrees for the benefit of each series of Debt Securities and any
appurtenant coupons that it will duly and punctually pay the principal of (and premium, if any) and
interest on the Debt Securities in accordance with the terms of the Debt Securities, any
appurtenant coupons and this Indenture. Any interest due on Bearer Securities on or before
Maturity, other than additional amounts, if any, payable as provided in Section 1006 in respect of
principal of (or premium, if any, on) such a Debt Security, shall be payable only upon presentation
and surrender of the coupon or coupons for such interest installments as are evidenced thereby as
they severally mature.



     Section 1002. Maintenance of Office or Agency.



     The Company will maintain in each Place of Payment for any series of Debt Securities an office
or agency where Debt Securities (but, except as otherwise provided below, unless such Place of
Payment is located outside the United States, not Bearer Securities or coupons) may be presented or
surrendered for payment, where Debt Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Debt Securities and
this Indenture may be served. If Debt Securities of a series are issuable as Bearer Securities, the
Company will maintain, subject to any laws or regulations applicable thereto, an office or agency
in a Place of Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Debt Securities of such series pursuant to
Section 1006); provided, however, that if the Debt Securities of such series are listed on a stock
exchange located outside the United States and such stock exchange shall so require, the Company
will maintain a Paying Agent in any required city located outside the United States, as the case
may be, so long as the Debt Securities of such series are listed on such exchange. The Company will
give prompt written notice to the Trustee of the location, and any change in the location, of any
such office or agency. If at any time the Company shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices or demands may be made or served at the Corporate Trust Office, and the Company
hereby appoints
[                    ] its agent to receive all presentations, surrenders, notices and demands,
except that Bearer Securities of that series and the related coupons may be resented and
surrendered for payment (including payment of any additional amounts payable on Bearer Securities
of that series pursuant to Section 1006) at the place specified for the purpose pursuant to Section
301(5).



     No payment of principal of, or premium, if any, or interest on Bearer Securities shall be made
at any office or agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located in the United States;
provided, however, payment of principal of and any premium and interest (including additional
amounts payable in respect thereof) on any Bearer Security denominated in Dollars may be made at an
office or agency of, and designated by, the Company located in the United States if (but only if)
payment of the full amount of such principal, premium, interest or additional amounts in Dollars at
all offices outside the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions and the Trustee receives an Opinion of Counsel that such payment within the United
States is legal. Unless otherwise provided as contemplated



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by Section 301 with respect to any
series of Debt Securities, at the option of the Holder of any Bearer Security or related coupon,
payment may be made by check in the currency designated for such payment pursuant to the terms of
such Bearer Security presented or mailed to an address outside the United States or by transfer to
an account in such currency maintained by the payee with a bank located outside the United States.



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



     Section 1003. Money for Debt Securities Payments to Be Held in Trust.



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



     Whenever the Company shall have one or more Paying Agents with respect to any series of Debt
Securities, it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Debt Securities of such series, deposit with a Paying Agent a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due, such sum 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 will promptly notify the Trustee of its action or
failure so to act.



     The Company will cause each Paying Agent with respect to any series of Debt Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent
will



          (1) hold all sums held by it for the payment of the principal of (and premium, if any) or
interest on Debt Securities of such series 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;




          (2) give the Trustee notice of any default by the Company (or any other obligor upon the Debt
Securities of such series or any appurtenant coupons) in the making of any payment of principal of
(and premium, if any) or interest on the Debt Securities of such series; and




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




     The Company may at any time, for the purpose of terminating its obligations under this
Indenture with respect to Debt Securities of any series or for any other purpose, pay, or by
Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company
or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the




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Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.




     Any principal and interest received on the Government Obligations deposited with the Trustee
or any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of (and premium, if any) or interest on any Debt Security of any
series or any money on deposit with the Trustee or any Paying Agent representing amounts deducted
from the Redemption Price or Repayment Price with respect to unmatured coupons not presented upon
redemption or exercise of the Holder’s option for repayment pursuant to Section 1106 or 1303 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 the Holder of such Debt Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money (including the principal and interest received on Government Obligations deposited with
the Trustee), and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense of the Company cause to be published once, in an Authorized Newspaper of
general circulation in the Borough of Manhattan, The City of New York, and each Place of Payment or
mailed to each such Holder, or both, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to the Company.



     Section 1004. Corporate Existence.



     Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights (charter and statutory)
and franchises, provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not disadvantageous in any material respect to the Holders.



     Section 1005. Maintenance of Properties.



     The Company will cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will 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 and
advantageously conducted at all times, provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any material respect to the Holders.



     Section 1006. Payment of Additional Amounts.



     If the Debt Securities of a series provide for the payment of additional amounts, the Company
will pay to the Holder of any Debt Security of any series or any coupon appertaining thereto
additional amounts upon the terms and subject to the conditions provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on, or in respect of, any Debt Security of any series or the net proceeds received on
the sale or exchange of any



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Debt Security of any series, such mention shall be deemed to include mention of the payment of
additional amounts provided for in the terms of such Debt Securities and this Section to the extent
that, in such context, additional amounts are, were or would be payable in respect thereof pursuant
to the provisions of this Section and express mention of the payment of additional amounts (if
applicable) in any provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.



     If the Debt Securities of a series provide for the payment of additional amounts, at least 10
days prior to the first Interest Payment Date with respect to that series of Debt Securities (or if
the Debt Securities of that series will not bear interest prior to Maturity, the first day on which
a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of
payment of principal (and premium, if any) or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with
an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of (and premium, if any) or interest on the Debt Securities of that
series shall be made to Holders of Debt Securities of that series or the related coupons who are
United States Aliens without withholding for or on account of any tax, assessment or other
governmental charge described in the Debt Securities of that series. If any such withholding shall
be required, then such Officers’ Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders of Debt Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the additional amounts, if any, required by the terms of
such Debt Securities and the first paragraph of this Section. The Company covenants to indemnify
the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate
furnished pursuant to this Section.



     Section 1007. Payment of Taxes.



     The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all material taxes, assessments and governmental charges levied or imposed upon
the Company or any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, provided, however, that the Company shall not be required to pay or discharge or cause
to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity
is being contested in good faith by appropriate proceedings or where failure to pay or discharge
any such tax, assessment or charge would not have a material adverse effect on the Holders.



     Section 1008. Officer’s Certificate as to Compliance.



     The Company will furnish to the Trustee not more than 120 days after the end of the Company’s
fiscal year in each year (beginning with December 31, 2003) a brief certificate from the principal
executive, financial or accounting officer of the Company as to his or her 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 requirement of notice provided under this
Indenture), and, if he or she has knowledge of any default, specifying each such default of which
the signer has knowledge and the nature thereof.



     Section 1009. Statement by Officers as to Default.



     The Company shall deliver to the Trustee, as soon as possible and in any event within five
days after the Company becomes aware of the occurrence of any Event of Default or an event which,
with



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notice or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate setting forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.



     Section 1010. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 1004, 1005 and 1007 inclusive with respect to the Debt Securities of any series
or any other covenant or condition applicable to the Debt Securities of any series pursuant to
Section 301 unless such covenant or condition is determined pursuant to Section 301 not to be
subject to this provision if, before the time for such compliance the Holders of at least a
majority in principal amount of the Debt Securities at the time Outstanding to which such covenant
or condition applies shall, acting together as a class by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain in full force and
effect.



     Section 1011. Calculation of Original Issue Discount.



     The Company shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including daily rates and accrual
periods) accrued on Outstanding Debt Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.



ARTICLE ELEVEN




Redemption of Debt Securities




     Section 1101. Applicability of Article.



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



     Section 1102. Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all of the Debt
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 and the tenor and terms of the Debt
Securities of any series to be redeemed. In the case of any redemption of Debt Securities prior to
the expiration of any restriction on such redemption provided in the terms of such Debt Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction.



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     Section 1103. Selection by Trustee of Debt Securities to be Redeemed.



     Except as otherwise specified as contemplated by Section 301 for Debt Securities of any
series, if less than all the Debt Securities of any series with like tenor and terms are to be
redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Debt Securities of such series
with like tenor and terms not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Debt Securities of such series or any integral multiple
thereof which is also an authorized denomination) of the principal amount of Registered Securities
or Bearer Securities (if issued in more than one authorized denomination) of such series of a
denomination larger than the minimum authorized denomination for Debt Securities of such series.



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



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



     Section 1104. Notice of Redemption.



     Notice of redemption shall be given in the manner provided in Section 106 not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Debt Securities to be redeemed.



          All notices of redemption shall state:




          (1) the Redemption Date,




          (2) the Redemption Price,




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




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




          (5) the Place or Places of Payment where such Debt Securities, together in the case of Bearer
Securities with all coupons, if any, appertaining thereto maturing after the Redemption Date, are
to be surrendered for payment of the Redemption Price,




          (6) that Bearer Securities may be surrendered for payment only at such place or places which
are outside the United States, except as otherwise provided in Section 1002,




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




          (8) the CUSIP number, if any.




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     A notice of redemption published as contemplated by Section 106 need not identify particular
Registered Securities to be redeemed.



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



     Section 1105. Deposit of Redemption Price.



     On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money and/or Government Obligations the payments of
principal and interest on which when due (and without reinvestment) will provide money on or prior
to the Redemption Date in such amounts as will (together with any money irrevocably deposited in
trust with the Trustee, without investment) be sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt
Securities or portions thereof which are to be redeemed on that date; provided, however, that
deposits with respect to Bearer Securities shall be made with a Paying Agent or Paying Agents
located outside the United States except as otherwise provided in Section 1002, unless otherwise
specified as contemplated by Section 301.



     Section 1106. Debt Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Debt Securities to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Debt Securities shall cease to bear interest and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided
below, shall be void. Upon surrender of any such Debt Security for redemption in accordance with
said notice, such Debt Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of coupons for such interest (at an office or agency located outside the
United States except as otherwise provided in Section 1002), and provided further, that
installments of interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Debt Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Dates according to their terms and the
provisions of Section 307.



     If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant
coupons maturing after the Redemption Date, such Bearer Security may be paid after deducting from
the Redemption Price an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been
made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted
without interest thereon; provided, however, that interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency located outside of the
United States except as otherwise provided in Section 1002.



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



     Section 1107. Debt Securities Redeemed in Part.



     Any Registered Security which is to be redeemed only in part shall be surrendered at a Place
of Payment therefor (with, if the Company, the Security Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company, the
Security Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Registered Security or
Registered Securities of the same series and of like tenor and terms, of any authorized
denominations as requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Debt Security so surrendered.



ARTICLE TWELVE




Sinking Funds




     Section 1201. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Debt Securities of a series except as otherwise specified as contemplated by Section 301 for Debt
Securities of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess
of such minimum amount provided for by the terms of Debt Securities of any series is herein
referred to an “optional sinking fund payment”. If provided for by the terms of Debt Securities of
any series, the amount of any sinking fund payment may be subject to reduction as provided in
Section 1202. Each sinking fund payment shall be applied to the redemption of Debt Securities of
any series as provided for by the terms of Debt Securities of such series.



     Section 1202. Satisfaction of Sinking Fund Payments with Debt Securities.



     The Company (1) may deliver Outstanding Debt Securities of a series (other than any previously
called for redemption), together in the case of any Bearer Securities of such series with all
unmatured coupons appertaining thereto, and (2) may apply as a credit Debt Securities of a series
which have been redeemed either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Debt Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Debt Securities of such series required to be made pursuant to the
terms of such Debt Securities as provided for by the terms of such series; provided that such Debt
Securities have not been previously so credited. Such Debt Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in such Debt Securities
for redemption through operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly. If as a result of the delivery or credit of Debt Securities in lieu
of cash payments pursuant to this Section 1202, the principal amount of Debt Securities to be
redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee
need not call Debt Securities for redemption, except upon Company Request, and such cash payment
shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment,



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provided, however, that the Trustee or such Paying Agent shall at the request of the Company
from time to time pay over and deliver to the Company any cash payment so being held by the Trustee
or such Paying Agent upon delivery by the Company to the Trustee of Debt Securities purchased by
the Company having an unpaid principal amount equal to the cash payment requested to be released to
the Company.



     Section 1203. Redemption of Debt Securities for Sinking Fund.



     Not less than 45 days prior to each sinking fund payment date for any series of Debt
Securities (unless a shorter period shall be satisfactory to the Trustee), the Company will deliver
to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion thereof, if any, which is
to be satisfied by payment of cash, the portion thereof, if any, which is to be satisfied by
crediting Debt Securities of that series pursuant to Section 1202 and the basis for any such credit
and, prior to or concurrently with the delivery of such Officers’ Certificate, will also deliver to
the Trustee any Debt Securities to be so credited and not theretofore delivered to the Trustee. Not
less than 30 days (unless a shorter period shall be satisfactory to the Trustee) before each such
sinking fund payment date the Trustee shall select the Debt Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 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 1104. Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Sections 1105, 1106 and 1107.



ARTICLE THIRTEEN




Repayment at the Option of Holders




     Section 1301. Applicability of Article.



     Debt Securities of any series which are repayable at the option of the Holders thereof before
their Stated Maturity shall be repaid in accordance with their terms and (except as otherwise
specified pursuant to Section 301 for Debt Securities of such series) in accordance with this
Article.



     Section 1302. Repayment of Debt Securities.



     Each Debt Security which is subject to repayment in whole or in part at the option of the
Holder thereof on a Repayment Date shall be repaid at the applicable Repayment Price together with
interest accrued to such Repayment Date as specified pursuant to Section 301.



     Section 1303. Exercise of Option; Notice.



     Each Holder desiring to exercise such Holder’s option for repayment shall, as conditions to
such repayment, surrender the Debt Security to be repaid in whole or in part together with written
notice of the exercise of such option at any office or agency of the Company in a Place of Payment,
not less than 30 nor more than 45 days prior to the Repayment Date; provided, however, that
surrender of Bearer Securities together with written notice of exercise of such option shall be
made at an office or agency located outside the United States except as otherwise provided in
Section 1002. Such notice, which shall be irrevocable, shall specify the principal amount of such
Debt Security to be repaid, which shall be equal to the minimum authorized denomination for such
Debt Security or an integral multiple thereof, and shall identify the Debt Security to be repaid
and, in the case of a partial repayment of the Debt Security, shall specify the denomination or
denominations of the Debt Security or Debt Securities of the same series to be issued to the Holder
for the portion of the principal of the Debt Security surrendered which is not to be repaid.



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     If any Bearer Security surrendered for repayment shall not be accompanied by all unmatured
coupons and all matured coupons in default, such Bearer Security may be paid after deducting from
the Repayment Price an amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to the
Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been
made from the Repayment Price, such Holder shall be entitled to receive the amount so deducted
without interest thereon; provided, however, that interest represented by coupons shall be payable
only at an office or agency located outside the United States except as otherwise provided in
Section 1002.



     The Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Registered Security so surrendered a new Registered Security or
Securities of the same series, of any authorized denomination specified in the foregoing notice, in
an aggregate principal amount equal to any portion of the principal of the Registered Security so
surrendered which is not to be repaid.



     The Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Bearer Security so surrendered a new Registered Security or Securities
or new Bearer Security or Securities (and all appurtenant unmatured coupons and matured coupons in
default) or any combination thereof of the same series of any authorized denomination or
denominations specified in the foregoing notice, in an aggregate principal amount equal to any
portion of the principal of the Debt Security so surrendered which is not to be paid; provided,
however, that the issuance of a Registered Security therefor shall be subject to applicable laws
and regulations, including provisions of the United States Federal income tax laws and regulations
in effect at the time of the exchange; neither the Company, the Trustee nor the Security Registrar
shall issue Registered Securities for Bearer Securities if it has received an Opinion of Counsel
that as a result of such issuance the Company would suffer adverse consequences under the United
States Federal income tax laws then in effect and the Company has delivered to the Trustee a
Company Order directing the Trustee not to make such issuances thereafter unless and until the
Trustee receives a subsequent Company Order to the contrary. The Company shall deliver copies of
such Company Order to the Security Registrar.



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



     Section 1304. Election of Repayment by Remarketing Entities.



     The Company may elect, with respect to Debt Securities of any series which are repayable at
the option of the Holders thereof before their Stated Maturity, at any time prior to any Repayment
Date to designate one or more Remarketing Entities to purchase, at a price equal to the Repayment
Price, Debt Securities of such series from the Holders thereof who give notice and surrender their
Debt Securities in accordance with Section 1303.



     Section 1305. Securities Payable on the Repayment Date.



     Notice of exercise of the option of repayment having been given and the Debt Securities so to
be repaid having been surrendered as aforesaid, such Debt Securities shall, unless purchased in
accordance with Section 1304, on the Repayment Date become due and payable at the price therein
specified and from and after the Repayment Date such Debt Securities shall cease to bear interest
and shall be paid on the Repayment Date, and the coupons for such interest appertaining to Bearer
Securities so to be repaid,



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except to the extent provided above, shall be void, unless the Company shall default in the
payment of such price in which case the Company shall continue to be obligated for the principal
amount of such Debt Securities and shall be obligated to pay interest on such principal amount at
the rate borne by such Debt Securities from time to time until payment in full of such principal
amount.



ARTICLE FOURTEEN




Meetings of Holders of Debt Securities




     Section 1401. Purposes for Which Meetings May Be Called.



     If Debt Securities of a series are issuable in whole or in part as Bearer Securities, a
meeting of Holders of Debt Securities of such series 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 Act provided by this Indenture to be made, given or taken by
Holders of Debt Securities of such series.



     Section 1402. Call, Notice and Place of Meetings.



     (a) The Trustee may at any time call a meeting of Holders of Debt Securities of any series
issuable as Bearer Securities for any purpose specified in Section 1401, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, or in London as the Trustee
shall determine. Notice of every meeting of Holders of Debt Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180
days prior to the date fixed for the meeting.



     (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of any series shall have requested
the Trustee to call a meeting of the Holders of Debt Securities of such series for any purpose
specified in Section 1401, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the first publication of
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 Debt
Securities of such series 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 London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of
this Section.



     Section 1403. Persons Entitled to Vote at Meetings.



     To be entitled to vote at any meeting of Holders of Debt Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding Debt Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding
Debt Securities of such series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Debt Securities of any series 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.



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     Section 1404. Quorum; Action.



     The Persons entitled to vote a majority in principal amount of the Outstanding Debt Securities
of a series shall constitute a quorum for a meeting of Holders of Debt Securities of such series.
In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Debt Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be adjourned for a period
of not less than 10 days as determined by the chairperson 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 a period of not less than 10 days as determined by the chairperson of
the meeting prior to the adjournment of such adjourned meeting. Notice of this reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that such notice need be
given only once not less than five 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 Debt Securities of such series which
shall constitute a quorum.



     Except as limited by the proviso to Section 902, 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 majority in principal amount of the Outstanding Debt
Securities of that series, provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given or taken by the
Holders of a specified percentage, which is less than a majority, in principal amount of the
Outstanding Debt Securities of a series 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 Debt Securities of that series.



     Any resolution passed or decision taken at any meeting of Holders of Debt Securities of any
series duly held in accordance with this Section shall be binding on all the Holders of Debt
Securities of such series and the related coupons, whether or not present or represented at the
meeting.



     Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings.



     (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities of
such series in regard to proof of the holding of Debt Securities of such series and of the
appointment of proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the right to vote, and
such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of Debt 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 or, in the case of Bearer Securities, by having the signature
of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to the holding of Bearer Securities. 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.



     (b) The Trustee shall, by an instrument in writing, appoint a temporary chairperson of the
meeting, unless the meeting shall have been called by the Company or by Holders of Debt Securities
as provided in Section 1402(b), in which case the Company or the Holders of Debt Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a temporary
chairperson. A permanent chairperson and a permanent secretary of the meeting shall be elected by
vote



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of the Persons entitled to vote a majority in principal amount of the Outstanding Debt
Securities of such series represented at the meeting.



     (c) At any meeting each Holder of a Debt Security of such series or proxy shall be entitled to
one vote for each $1,000 principal amount (or the equivalent in Euro, any other composite currency
or a Foreign Currency) of Debt Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not Outstanding and ruled by the chairperson of the meeting not to be Outstanding.
The chairperson of the meeting shall have no right to vote, except as a Holder of a Debt Security
of such series or proxy.



     (d) Any meeting of Holders of Debt Securities of any series duly called pursuant to Section
1402 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Debt Securities of such series represented at the
meeting; and the meeting may be held as so adjourned without further notice.



     Section 1406. Counting Votes and Recording Action of Meetings.



     The vote upon any resolution submitted to any meeting of Holders of Debt Securities of any
series shall be by written ballots on which shall be subscribed the signatures of the Holders of
Debt Securities of such series or of their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all votes cast at the
meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Debt
Securities of any series 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 1402 and,
if applicable, Section 1401. Each copy shall be signed and verified by the affidavits of the
permanent chairperson 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.



ARTICLE FIFTEEN




Defeasance




     Section 1501. Termination of Company’s Obligations.



     If this Section 1501 is specified, as contemplated by Section 301, to be applicable to any
series of Debt Securities and if the Company deposits irrevocably in trust with the Trustee money
and/or Government Obligations the payments of principal and interest on which when due (and without
reinvestment) will provide money in such amounts as will (together with any money irrevocably
deposited in trust with the Trustee, without investment) be sufficient to pay the principal of (and
premium, if any) and any installment of principal of (and premium, if any) or interest when due on
the Debt Securities of such series and any coupons appertaining thereto on the Stated Maturity of
such principal or interest or, if such series may be redeemed by the Company prior to the Stated
Maturity thereof and the Company shall have given irrevocable instructions to the Trustee to effect
such redemption, at the date fixed for such redemption pursuant to Article Eleven, and any
mandatory sinking fund, repayment or analogous payments thereon on the scheduled due dates
therefor, the Company’s



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obligations under Sections 801, 803, 1005 and 1007 and any other covenant determined pursuant
to Section 301 to be subject to this Section shall terminate and Sections 501(4) (with respect to
Sections 801, 803, 1005 and 1007), 501(5), 501(6), 501(7) and 501(8) (if specified as contemplated
by Section 301) shall be deemed not to be an Event of Default, in each case with respect to the
Debt Securities of the series for which such deposit was made; provided, however, that (i) no Event
of Default with respect to the Debt Securities of such series under Section 501(6) or 501(7) or
event that with notice or lapse of time or both would constitute such an Event of Default shall
have occurred and be continuing on the 91st day after such date, (ii) such deposit will not result
in a breach of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound, and (iii) such termination shall not
relieve the Company of its obligations under the Debt Securities of such series and this Indenture
to pay when due the principal of (and premium, if any) and interest and additional amounts on such
Debt Securities if such amounts are not paid (or payment is not provided for) when due from the
money and Government Obligations (and the proceeds thereof) so deposited.



     It shall be a condition to the deposit of cash and/or Government Obligations and the
termination of the Company’s obligations pursuant to the provisions of this Section with respect to
the Debt Securities of any series under Sections 801, 803, 1005 and 1007 and any other covenant
determined pursuant to Section 301 to be subject to this Section and the inapplicability of the
Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set
forth above pursuant to the provisions of this Section with respect to Debt Securities of any
series that the Company deliver to the Trustee (i) an Officers’ Certificate to the effect that
under the laws in effect on the date such money and/or Government Obligations are deposited with
the Trustee, the amount thereof will be sufficient, after payment of all Federal, state and local
taxes in respect thereof payable by the Trustee, to pay principal (and premium, if any) and
interest when due on the Debt Securities of such series; and (ii) an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the
defeasance contemplated in this Section have been complied with.



     It shall be an additional condition to the deposit of cash and/or Government Obligations and
the termination of the Company’s obligations pursuant to the provisions of this Section under
Sections 801, 803, 1005 and 1007 and any other covenant determined pursuant to Section 301 to be
subject to this Section and the inapplicability of the Events of Default contained in Section
501(4), 501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to the provisions
of this Section, with respect to the Debt Securities of any series then listed on the New York
Stock Exchange, that the Company deliver an Opinion of Counsel that the Debt Securities of such
series will not be delisted from the New York Stock Exchange as a result of such deposit and
termination.



     After a deposit as provided herein, the Trustee shall, upon Company Request, acknowledge in
writing the discharge of the Company’s obligations pursuant to the provisions of this Section with
respect to the Debt Securities of such series under Sections 801, 803, 1005 and 1007 and any other
covenant determined pursuant to Section 301 to be subject to this Section and the inapplicability
of the Events of Default contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the
extent set forth above.



     Section 1502. Repayment to Company.



     The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any
money or Government Obligations not required for the payment of the principal of (and premium, if
any) and interest on the Debt Securities of any series for which money or Government Obligations
have been deposited pursuant to Section 1501 held by them at any time.



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     The Trustee and any Paying Agent shall promptly pay to the Company upon Company Request any
money held by them for the payment of principal (and premium, if any) and interest that remains
unclaimed for two years after the Maturity of the Debt Securities for which a deposit has been made
pursuant to Section 1501. After such payment to the Company, the Holders of the Debt Securities of
such series and any related coupons shall thereafter, as unsecured general creditors, look only to
the Company for the payment thereof.



     Section 1503. Indemnity for Government Obligations.



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



ARTICLE SIXTEEN




Subordination




     Section 1601. Agreement to Subordinate.



     The Company agrees, and each Holder of Debt Securities by accepting a Debt Security agrees,
that the Debt evidenced by such Debt Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article Sixteen, to the prior payment in full in cash of all
Senior Debt and that the subordination is for the benefit of and enforceable by the Holders of such
Senior Debt. All provisions of this Article Sixteen shall be subject to Section 1612.



     Section 1602. Liquidation, Dissolution, Bankruptcy.



     Upon any payment or distribution of the assets of the Company to creditors upon a total or
partial liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the Company or its
property:



          (1) Holders of Senior Debt shall be entitled to receive indefeasible payment in full in cash
of such Senior Debt before Holders of Debt Securities shall be entitled to receive any payment of
principal of or interest on or other amounts with respect to the Debt Securities; and




          (2) until such Senior Debt is paid in full in cash, any payment or distribution to which
Holders of Debt Securities would be entitled but for this Article Sixteen shall be made to holders
of such Senior Debt as their interests may appear, except that Holders of Debt Securities may
receive shares of stock and any debt securities that are subordinated to such Senior Debt to at
least the same extent as the Debt Securities.




     Section 1603. Default on Senior Debt.



     The Company shall not pay the principal of or interest on or other amounts with respect to the
Debt Securities or make any deposit pursuant to Section 1501 and may not purchase, redeem or
otherwise retire any Debt Securities (collectively, “Pay the Debt Securities”) if either of the
following (a “Payment Default”) occurs: (1) any Senior Debt is not paid in full in cash when due;
or (2) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated
in accordance with its terms unless, in either case, the Payment Default has been cured or waived
and any such acceleration has been rescinded or such Senior Debt has been paid in full in cash;
provided, however, that the Company shall be entitled to pay the Debt Securities without regard to
the foregoing if the Company and the Trustee receive



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written notice approving such payment from the Representative of any Senior Debt with respect
to which the Payment Default has occurred and is continuing. During the continuance of any default
(other than a Payment Default) with respect to any Senior Debt pursuant to which the maturity
thereof may be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace periods, the
Company shall not pay the Debt Securities for a period (a “Payment Blockage Period”) commencing
upon the receipt by the Trustee of (with a copy to the Company) written notice (a “Blockage
Notice”) of such default from the Representative of such Senior Debt specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period shall
end earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and
the Company from the Person or Persons who gave such Blockage Notice; (2) because the default
giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (3)
because such Senior Debt has been discharged or repaid in full in cash. Notwithstanding the
provisions described in the immediately preceding two sentences (but subject to the provisions
contained in the first sentence of this Section), unless the Holders of such Senior Debt or the
Representative of such Senior Debt shall have accelerated the maturity of such Senior Debt, the
Company shall be entitled to resume payments on the Debt Securities after termination of such
Payment Blockage Period. The Debt Securities shall not be subject to more than one Payment Blockage
Period in any consecutive 360-day period irrespective of the number of defaults with respect to
Senior Debt during such period. For purposes of this Section, no default or event of default which
existed or was continuing on the date of the commencement of any Payment Blockage Period with
respect to the Senior Debt initiating such Payment Blockage Period shall be, or be made, the basis
of the commencement of a subsequent Payment Blockage Period by the Representative of such Senior
Debt, unless such default or event of default shall have been cured or waived for a period of not
less than 90 consecutive days.



     Section 1604. Acceleration of Payment of Debt Securities.



     In the event of the acceleration of any Debt Securities because of an Event of Default, the
Holders of Senior Debt shall be entitled to receive payment in full of all amounts due or to become
due on or in respect of all Senior Debt or provision shall be made for such payment in cash, before
the Holders of Debt Securities are entitled to receive any payment (including any payment which may
be payable by reason of the payment of any other indebtedness of the Company being subordinated to
the payment of the Debt Securities) by the Company on account of the principal of or interest on
the Debt Securities or on account of the purchase, redemption or retirement of Debt Securities;
provided, however, that nothing in this Section 1604 shall prevent the satisfaction of any sinking
fund payment in accordance with Article Twelve by delivering and crediting pursuant to Article
Twelve Debt Securities which have been acquired (upon redemption or otherwise) prior to such
declaration of acceleration; and provided further, however, that money deposited pursuant to
Section 1501 not in violation of this Indenture shall not be subject to the claims of Holders of
Senior Debt. If payment of the Debt Securities is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the Holders of Senior Debt (or their Representatives)
of the acceleration.



     Section 1605. When Distribution Must Be Paid Over.



     If a distribution is made to Holders of Debt Securities that because of this Article Sixteen
should not have been made to them, such Holders of Debt Securities who receive the distribution
shall hold it in trust for Holders of Senior Debt and pay it over to them as their interests may
appear.



     Section 1606. Subrogation.



     After all Senior Debt is indefeasibly paid in full and until the Debt Securities are paid in
full, Holders of Debt Securities shall be subrogated to the rights of Holders of such Senior Debt
to receive



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distributions applicable to such Senior Debt. A distribution made under this Article Sixteen
to holders of such Senior Debt which otherwise would have been made to Holders of Debt Securities
is not, as between the Company and the Holders of Debt Securities, a payment by the Company on such
Senior Debt.



     Section 1607. Relative Rights.



     This Article Sixteen defines the relative rights of Holders of Debt Securities and Holders of
Senior Debt. Nothing is this Indenture shall:



          (1) impair, as between the Company and Holders of Debt Securities, the obligation of the
Company, which is absolute and unconditional, to pay principal of and interest on the Debt
Securities in accordance with their terms; or




          (2) prevent the Trustee or any Holder of Debt Securities from exercising its available
remedies upon an Event of Default, subject to the rights of Holders of Senior Debt to receive
distributions otherwise payable to Holders of Debt Securities.




     Section 1608. Subordination May Not Be Impaired by Company.



     No right of any Holder of Senior Debt to enforce the subordination of the Debt evidenced by
the Debt Securities shall be impaired by any act or failure to act by the Company or by its failure
to comply with this Indenture.



     Section 1609. Rights of Trustee and Paying Agent.



     Notwithstanding Section 1603, the Trustee (or paying agent, as applicable) shall continue to
make payments on the Debt Securities and shall not be charged with actual knowledge of the
existence of facts that under this Article Sixteen would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of
the Trustee received notice satisfactory to it that such payments are prohibited by this Article
Sixteen. The Company, the Security Registrar or co-registrar, the paying agent, a Representative or
a holder of Senior Debt shall be entitled to give the notice; provided, however, that, if an issue
of Senior Debt has a Representative, only the Representative shall be entitled to give the notice.



     The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt with
the same rights it would have if it were not Trustee. The Security Registrar and co-registrar and
the paying agent shall be entitled to do the same with like rights. The Trustee shall be entitled
to all the rights set forth in this Article Sixteen with respect to any Senior Debt which may at
any time be held by it, to the same extent as any other Holder of such Senior Debt; and nothing in
Article Six shall deprive the Trustee of any of its rights as such Holder. Nothing in this Article
Sixteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.



     Section 1610. Distribution or Notice to Representative.



     Whenever any Person is to make a distribution or give a notice to Holders of Senior Debt, such
Person shall be entitled to make such distribution or give such notice to their Representative (if
any).



     Section 1611. Article Sixteen Not to Prevent Events of Default or Limit Right to
Accelerate.



     The failure to make a payment pursuant to the Debt Securities by reason of any provision in
this Article Sixteen shall not be construed as preventing the occurrence of an Event of Default.
Nothing in this



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Article Sixteen shall have any effect on the right of the Holders of Debt Securities or the
Trustee to accelerate the maturity of the Debt Securities.



     Section 1612. Trust Moneys Not Subordinated.



     Notwithstanding anything contained herein to the contrary, payments from money or the proceeds
of Government Obligations held in trust under Article Fifteen by the Trustee for the payment of
principal of or interest on the Debt Securities shall not be subordinated to the prior payment of
any Senior Debt or subject to the restrictions set forth in this Article Sixteen, and none of the
Holders of Debt Securities shall be obligated to pay over any such amount to the Company or any
Holder of Senior Debt or any other creditor of the Company.



     Section 1613. Trustee Entitled to Rely.



     Upon any payment or distribution pursuant to this Article Sixteen, the Trustee and the Holders
of Debt Securities shall be entitled to conclusively rely (1) upon any order or decree of a court
of competent jurisdiction in which any proceedings of the nature referred to in Section 1602 are
pending, (2) upon a certificate of the liquidating trustee or agent or other person making such
payment or distribution to the Trustee or to the Holders of Debt Securities or (3) upon the
Representatives of Senior Debt for the purpose of ascertaining the persons entitled to participate
in such payment or distribution, the Holders of such Senior Debt and other Debt of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Sixteen. In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any person as a Holder of Senior
Debt to participate in any payment or distribution pursuant to this Article Sixteen, the Trustee
shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Debt held by such Person, to the extent to which such
person is entitled to participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article Sixteen, and, if such evidence is not furnished, the
Trustee shall be entitled to defer any payment to such Person pending judicial determination as to
the right of such person to receive such payment. The provisions of Article Six shall be applicable
to all actions or omissions of actions by the Trustee pursuant to this Article Sixteen.



     Section 1614. Trustee to Effectuate Subordination.



     Each Holder of Debt Securities by accepting a Debt Security authorizes and directs the Trustee
on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination between the Holders of Debt Securities and the Holders of Senior Debt as provided
in this Article Sixteen and appoints the Trustee as attorney-in-fact for any and all such purposes.



     Section 1615. Trustee Not Fiduciary for Holders of Senior Debt.



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



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     Section 1616. Reliance by Holders of Senior Debt on Subordination Provisions.



     Each Holder of Debt Securities by accepting a Debt Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement and a consideration
to each Holder of any Senior Debt, whether such Senior Debt was created or acquired before or after
the issuance of the Debt Securities, to acquire and continue to hold, or to continue to hold, such
Senior Debt and such Holder of such Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in the continuing to hold, such
Senior Debt.



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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.



	 	 	 	 	 
	 	CHESAPEAKE UTILITIES CORPORATION

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[TRUSTEE]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT A-1




[Form of Certificate of Beneficial Ownership by a

Non-United States Person or by Certain Other Persons]

Certificate




CHESAPEAKE UTILITIES CORPORATION




[Subordinated Debt Securities]




     Reference is hereby made to the Indenture dated as of                                          (the
“Indenture”) between Chesapeake Utilities Corporation and [Trustee] (the “Trustee”), covering the
above-captioned Debt Securities. This is to certify that as of the date hereof,                     
principal amount of Debt Securities credited to you for our account (i) is owned by persons that
are not United States Persons, as defined below; (ii) is owned by United States Persons that are
(a) foreign branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) (“financial institutions”) purchasing for their own account
or for resale, or (b) United States Persons who acquired the Debt Securities through foreign
branches of United States financial institutions and who hold the Debt Securities through such
United States financial institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution encloses herewith a certificate in the form of Exhibit A-2 to
the Indenture); or (iii) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) certify that they have not
acquired the Debt Securities for purposes of resale directly or indirectly to a United States
Person or to a person within the United States or its possessions.



     [Insert if certificate does not relate to an interest payment—We undertake to advise you by
facsimile followed by written confirmation if the above statement as to beneficial ownership is not
correct on the date of delivery of the above-captioned Debt Securities in bearer form as to all of
such Debt Securities with respect to such of said Debt Securities as then appear in your books as
being held for our account.] We understand that this certificate is required in connection with
United States tax laws. We irrevocably authorize you to produce this certificate or a copy hereof
to any interested party in any administrative or legal proceedings with respect to the matters
covered by this certificate. “United States Person” shall mean a citizen or resident of the United
States of America (including the District of Columbia), a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political subdivision thereof
or an estate the income of which is subject to United States Federal income taxation regardless of
its source, or a trust if a court within the United States is able to exercise primary supervision
over its administration and one or more United States persons have the authority to control all of
its substantial decisions, or certain election trusts that were in existence on August 19, 1996,
and were treated as democratic trusts on that date.



A-1









 






     [This certificate excepts and does not relate to principal amount of Debt Securities credited
to you for our account and to which we are not now able to make the certification set forth above.
We understand that definitive Debt Securities cannot be delivered and interest cannot be paid until
we are able to so certify with respect to such principal amount of Debt Securities.]*



Dated:                     , ____




[To be dated on or after

                    , ___(the date

determined as provided in the

Indenture)]




	 	 	 	 	 	 	 	 	 
	 	 	[Name of Person Entitled to Receive Bearer Security]	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Authorized Signatory)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 







 




			
	*	 	Delete if inappropriate




A-2









 










EXHIBIT A-2




[Form of Certificate of Status as a

Foreign Branch of a United States Financial Institution]

Certificate




CHESAPEAKE UTILITIES CORPORATION




[Subordinated Debt Securities]




     Reference is hereby made to the Indenture dated as of                                          (the
“Indenture”), Chesapeake Utilities Corporation and [Trustee] relating to the offering of the
above-captioned Debt Securities (the “Debt Securities”). Unless herein defined, terms used herein
have the same meaning as given to them in the Indenture.



     The undersigned represents that it is a branch located outside the United States of a United
States securities clearing organization, bank or other financial institution (as defined in U.S.
Treasury Regulation Section 1.165-12(c)(1)(v)) that holds customers’ securities in the ordinary
course of its trade or business and agrees, and authorizes you to advise the issuer or the issuer’s
agent, that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 and the regulations thereunder and is not purchasing for resale
directly or indirectly to a United States Person or to a person within the United States or its
possessions. We undertake to advise you by tested telex followed by written confirmation if the
statement in the immediately preceding sentence is not correct on the date of delivery of the
above-captioned Debt Securities in bearer form.



     We understand that this certificate is required in connection with the United States tax laws.
We irrevocably authorize you to produce this certificate or a copy hereof to any interested party
in any administrative or legal proceedings with respect to the matters covered by this certificate.



Dated:                     , ___




[To be dated on or after

                    , ___(the date

determined as provided in the

Indenture)]




	 	 	 	 	 	 	 	 	 
	 	 	[Name of Person Entitled to Receive Bearer Security]	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Authorized Signatory)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title: