EX-4.2






EXHIBIT 4.2




JOHNSON CONTROLS, INC.




to




U.S. Bank National Association,

Trustee




 





INDENTURE




Dated as of                      ___, 200__




 





Subordinated Debt Securities




 









 








TABLE OF CONTENTS*




	 	 	 	 	 
	 	 	 	Page	 
	Parties
	 	 	1	 
	Recitals
	 	 	1	 
	 
	 	 	 	 
	ARTICLE ONE.
	 	 	 	 
	 
	 	 	 	 
	Definitions.
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01. Definitions
	 	 	1	 
	Affiliate
	 	 	1	 
	Authenticating Agent
	 	 	2	 
	Board of Directors
	 	 	2	 
	Board Resolution
	 	 	2	 
	Business Day
	 	 	2	 
	Company
	 	 	2	 
	Company Request and Company Order
	 	 	2	 
	Conversion Date
	 	 	2	 
	Currency Determination Agent
	 	 	3	 
	Current Market Price
	 	 	3	 
	Debt Security or Debt Securities
	 	 	3	 
	Debt Security Register
	 	 	3	 
	Depository
	 	 	3	 
	Dollar
	 	 	3	 
	Dollar Equivalent of the Foreign Currency
	 	 	3	 
	Event of Default
	 	 	4	 
	Foreign Currency
	 	 	4	 
	Global Debt Security
	 	 	4	 
	Government Obligations
	 	 	4	 
	Holder
	 	 	4	 
	Indenture
	 	 	4	 
	Indexed Debt Security
	 	 	4	 
	Interest
	 	 	5	 
	Interest Payment Date
	 	 	5	 
	Market Exchange Rate
	 	 	5	 
	Officers’ Certificate
	 	 	5	 
	Opinion of Counsel
	 	 	5	 
	Original Issue Discount Debt Security
	 	 	5	 
	Outstanding
	 	 	6	 
	Person
	 	 	6	 
	Place of Payment
	 	 	7	 
	Predecessor Debt Security
	 	 	7	 








 




			
	*	 	This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.




 









 










	 	 	 	 	 
	 	 	 	Page	 
	Principal Office of the Trustee
	 	 	7	 
	Public Notice
	 	 	7	 
	Redemption Date
	 	 	7	 
	Redemption Price
	 	 	7	 
	Regular Record Date
	 	 	7	 
	Responsible Officer
	 	 	8	 
	Senior Indebtedness
	 	 	8	 
	Special Record Date
	 	 	8	 
	Stated Maturity
	 	 	8	 
	Subsidiary
	 	 	8	 
	Trustee
	 	 	8	 
	Trust Indenture Act of 1939
	 	 	9	 
	Valuation Date
	 	 	9	 
	Voting Stock
	 	 	9	 
	 
	 	 	 	 
	ARTICLE TWO.
	 	 	 	 
	 
	 	 	 	 
	Debt Security Forms.
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.01. Forms Generally
	 	 	9	 
	SECTION 2.02. Forms of Debt Securities
	 	 	9	 
	SECTION 2.03. Form of Trustee’s Certificate of Authentication
	 	 	10	 
	SECTION 2.04. Debt Securities in Global Form
	 	 	10	 
	 
	 	 	 	 
	ARTICLE THREE.
	 	 	 	 
	 
	 	 	 	 
	The Debt Securities.
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.01. Title and Terms
	 	 	12	 
	SECTION 3.02. Denominations
	 	 	15	 
	SECTION 3.03. Payment of Principal and Interest
	 	 	15	 
	SECTION 3.04. Execution of Debt Securities
	 	 	15	 
	SECTION 3.05. Temporary Debt Securities
	 	 	17	 
	SECTION 3.06. Exchange and Registration of Transfer of Debt Securities
	 	 	17	 
	SECTION 3.07. Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	19	 
	SECTION 3.08. Payment of Interest; Interest Rights Preserved
	 	 	20	 
	SECTION 3.09. Persons Deemed Owners
	 	 	21	 
	SECTION 3.10. Cancellation of Debt Securities Paid, etc
	 	 	21	 
	SECTION 3.11. Currency and Manner of Payments
	 	 	21	 
	 
	 	 	 	 
	ARTICLE FOUR.
	 	 	 	 
	 
	 	 	 	 
	Redemption of Debt Securities; Sinking Funds.
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.01. Applicability of Article
	 	 	23	 
	SECTION 4.02. Notice of Redemption; Selection of Debt Securities
	 	 	23	 






 









 






	 	 	 	 	 
	 	 	 	Page	 
	SECTION 4.03. Payment of Debt Securities Called for Redemption
	 	 	24	 
	SECTION 4.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption
	 	 	25	 
	SECTION 4.05. Provisions with Respect to any Sinking Funds
	 	 	25	 
	 
	 	 	 	 
	ARTICLE FIVE.
	 	 	 	 
	 
	 	 	 	 
	Particular Covenants of the Company
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.01. Payment of Principal, Premium and Interest
	 	 	27	 
	SECTION 5.02. Offices for Notices and Payments, etc
	 	 	27	 
	SECTION 5.03. Appointments to Fill Vacancies in Trustee’s Office
	 	 	28	 
	SECTION 5.04. Provisions as to Paying Agent
	 	 	28	 
	SECTION 5.05. Certificate to Trustee
	 	 	29	 
	SECTION 5.06. Waivers of Covenants
	 	 	29	 
	 
	 	 	 	 
	ARTICLE SIX.
	 	 	 	 
	 
	 	 	 	 
	Holders’ Lists and Reports by the Company and the Trustee.
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01. Holders’ Lists
	 	 	29	 
	SECTION 6.02. Preservation and Disclosure of Lists
	 	 	29	 
	SECTION 6.03. Reports by the Company
	 	 	30	 
	SECTION 6.04. Reports by the Trustee
	 	 	30	 
	 
	 	 	 	 
	ARTICLE SEVEN.
	 	 	 	 
	 
	 	 	 	 
	Remedies of the Trustee and Holders on Event of Default.
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01. Events of Default
	 	 	30	 
	SECTION 7.02. Payment of Debt Securities Upon Default; Suit Therefor
	 	 	33	 
	SECTION 7.03. Application of Moneys Collected by Trustee
	 	 	35	 
	SECTION 7.04. Proceedings by Holders
	 	 	36	 
	SECTION 7.05. Proceedings by Trustee
	 	 	37	 
	SECTION 7.06. Remedies Cumulative and Continuing
	 	 	37	 
	SECTION 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Holders
	 	 	37	 
	SECTION 7.08. Notice of Defaults
	 	 	38	 
	SECTION 7.09. Undertaking to Pay Costs
	 	 	38	 
	SECTION 7.10. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	38	 






 









 






	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE EIGHT.
	 	 	 	 
	 
	 	 	 	 
	Concerning the Trustee.
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01. Duties and Responsibilities of Trustee
	 	 	39	 
	SECTION 8.02. Reliance on Documents, Opinions, etc
	 	 	39	 
	SECTION 8.03. No Responsibility for Recitals, etc
	 	 	40	 
	SECTION 8.04. Trustee and Agents May Own Debt Securities
	 	 	41	 
	SECTION 8.05. Moneys to be Held in Trust
	 	 	41	 
	SECTION 8.06. Compensation and Expenses of Trustee
	 	 	41	 
	SECTION 8.07. Officers’ Certificate as Evidence
	 	 	42	 
	SECTION 8.08. Conflicting Interest of Trustee
	 	 	42	 
	SECTION 8.09. Eligibility of Trustee
	 	 	42	 
	SECTION 8.10. Resignation or Removal of Trustee
	 	 	42	 
	SECTION 8.11. Acceptance by Successor Trustee
	 	 	44	 
	SECTION 8.12. Succession by Merger, etc
	 	 	45	 
	SECTION 8.13. Limitation on Rights of Trustee as a Creditor
	 	 	45	 
	SECTION 8.14. Authenticating Agents
	 	 	45	 
	 
	 	 	 	 
	ARTICLE NINE.
	 	 	 	 
	 
	 	 	 	 
	Concerning the Holders.
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01. Action by Holders
	 	 	48	 
	SECTION 9.02. Proof of Execution by Holders
	 	 	48	 
	SECTION 9.03. Who Are Deemed Absolute Owners
	 	 	49	 
	SECTION 9.04. Company-Owned Debt Securities Disregarded
	 	 	49	 
	SECTION 9.05. Revocation of Consents; Future Holders Bound
	 	 	49	 
	 
	 	 	 	 
	ARTICLE TEN.
	 	 	 	 
	 
	 	 	 	 
	Holders’ Meetings.
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01. Purposes of Meetings
	 	 	50	 
	SECTION 10.02. Call of Meetings by Trustee
	 	 	50	 
	SECTION 10.03. Call of Meetings by Company or Holders
	 	 	50	 
	SECTION 10.04. Qualifications for Voting
	 	 	51	 
	SECTION 10.05. Regulations
	 	 	51	 
	SECTION 10.06. Voting
	 	 	52	 
	SECTION 10.07. No Delay of Rights by Meeting
	 	 	52	 






 









 






	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE ELEVEN.
	 	 	 	 
	 
	 	 	 	 
	Supplemental Indentures.
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.01. Supplemental Indentures without Consent of Holders
	 	 	52	 
	SECTION 11.02. Supplemental Indentures with Consent of Holders
	 	 	54	 
	SECTION 11.03. Effect of Supplemental Indentures
	 	 	55	 
	SECTION 11.04. Notation on Debt Securities
	 	 	55	 
	SECTION 11.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee
	 	 	55	 
	 
	 	 	 	 
	ARTICLE TWELVE.
	 	 	 	 
	 
	 	 	 	 
	Consolidation, Merger, Sale and Conveyance.
	 	 	 	 
	 
	 	 	 	 
	SECTION 12.01. Company May Consolidate, etc., on Certain Terms
	 	 	56	 
	SECTION 12.02. Successor Corporation to be Substituted
	 	 	56	 
	SECTION 12.03. Opinion of Counsel to Be Given Trustee
	 	 	57	 
	 
	 	 	 	 
	ARTICLE THIRTEEN.
	 	 	 	 
	 
	 	 	 	 
	Satisfaction and Discharge of Indenture.
	 	 	 	 
	 
	 	 	 	 
	SECTION 13.01. Satisfaction, Discharge and Defeasance of Debt Securities of any Series
	 	 	57	 
	SECTION 13.02. Defeasance of Debt Securities of any Series
	 	 	59	 
	SECTION 13.03. Application of Trust Funds; Indemnification
	 	 	60	 
	SECTION 13.04. Return of Unclaimed Moneys
	 	 	61	 
	SECTION 13.05. Reinstatement
	 	 	61	 
	 
	 	 	 	 
	ARTICLE FOURTEEN.
	 	 	 	 
	 
	 	 	 	 
	Immunity of Incorporators, Stockholders, Officers and Directors.
	 	 	 	 
	 
	 	 	 	 
	SECTION 14.01. Indenture and Debt Securities Solely Corporate Obligations
	 	 	61	 
	 
	 	 	 	 
	ARTICLE FIFTEEN.
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous Provisions.
	 	 	 	 
	 
	 	 	 	 
	SECTION 15.01. Provisions Binding on Successors of the Company
	 	 	62	 
	SECTION 15.02. Indenture for Sole Benefit of Parties and Holders of Debt Securities
	 	 	62	 
	SECTION 15.03. Addresses for Notices, etc
	 	 	62	 
	SECTION 15.04. New York Contract
	 	 	63	 
	SECTION 15.05. Evidence of Compliance with Conditions Precedent
	 	 	63	 
	SECTION 15.06. Legal Holidays
	 	 	63	 
	SECTION 15.07. Trust Indenture Act of 1939 to Control
	 	 	63	 






 









 






	 	 	 	 	 
	 	 	 	Page	 
	SECTION 15.08. Table of Contents, Headings, etc
	 	 	64	 
	SECTION 15.09. Determination of Principal Amount
	 	 	64	 
	SECTION 15.10. Execution in Counterparts
	 	 	64	 
	 
	 	 	 	 
	ARTICLE SIXTEEN.
	 	 	 	 
	 
	 	 	 	 
	Subordination of Debt Securities.
	 	 	 	 
	 
	 	 	 	 
	SECTION 16.01. Debt Securities Subordinated to Senior Indebtedness
	 	 	64	 
	SECTION 16.02. Subrogation
	 	 	66	 
	SECTION 16.03. Obligation of the Company Unconditional
	 	 	66	 
	SECTION 16.04. Payments on Debt Securities Permitted
	 	 	67	 
	SECTION 16.05. Effectuation of Subordination by Trustee
	 	 	67	 
	SECTION 16.06. Knowledge of Trustee
	 	 	67	 
	SECTION 16.07. Trustee May Hold Senior Indebtedness
	 	 	67	 
	SECTION 16.08. Rights of Holders of Senior Indebtedness Not Impaired
	 	 	67	 
	 
	 	 	 	 
	Signatures
	 	 	 	 
	Acknowledgements
	 	 	 	 






 









 






CROSS REFERENCE SHEET




Between




     Provisions of Sections 310 through 318(a) inclusive of Trust Indenture Act of 1939 and the
Indenture dated as of                      ___, 200___, between Johnson Controls, Inc. and JPMorgan Bank, N.A.,
as Trustee.



	 	 	 
	Section of Act	 	Section of Indenture
	310(a)(1) and (2)
	 	8.09
	310(a)(3) and (4)
	 	*
	310(b)
	 	8.08 and 8.10
	310(c)
	 	*
	311(a)
	 	8.13(a)
	311(b)
	 	8.13(b)
	311(c)
	 	*
	312(a)
	 	6.01 and 6.02(a)
	312(b)
	 	6.02(b)
	312(c)
	 	6.02(c)
	313(a)(1), (2), (3), (4), (6) and (7)
	 	6.04(a)(1-6)
	313(a)(5)
	 	*
	313(b)(1)
	 	*
	313(b)(2)
	 	6.04(b)
	313(c)
	 	6.04(c)
	313(d)
	 	6.04(d)
	314(a)(1)
	 	6.03(a)
	314(a)(2)
	 	6.03(b)
	314(a)(3)
	 	6.03(c)
	314(b)
	 	*
	314(c)(1)
	 	15.05
	314(c)(2)
	 	15.05
	314(c)(3)
	 	*
	314(d)
	 	*
	314(e)
	 	15.05
	314(f)
	 	*
	315(a), (c) and (d)
	 	8.01
	315(b)
	 	7.08
	315(e)
	 	7.09
	316(a)(1)
	 	7.07
	316(a)(2)
	 	*
	316(a) last para.
	 	9.04
	316(b)
	 	7.10
	317(a)
	 	7.02
	317(b)
	 	5.04
	318(a)
	 	15.07






 









 






          THIS INDENTURE, dated as of                     , 20___, between Johnson Controls,
Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national
banking association, as trustee (the “Trustee”).



RECITALS OF THE COMPANY




          The Company has duly authorized the execution and delivery of this Indenture to provide for
the issue from time to time of its unsecured subordinated debentures, notes, bonds or other
evidences of indebtedness to be issued in one or more series as in this Indenture provided, up to
such principal amount or amounts as may from time to time be authorized in or pursuant to one or
more resolutions of the Board of Directors.



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




          For and in consideration of the premises and the purchase or acceptance of the Debt Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of the respective Holders from time to time of the Debt Securities or of any series thereof
as follows:



ARTICLE ONE.




Definitions.




          SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust Indenture Act of 1939
or which are by reference therein defined in the Securities Act of 1933, as amended, shall have
(except as herein otherwise expressly provided or unless the context otherwise requires) the
meanings assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as
in force at the date of the execution of this Indenture. All accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall mean
such accounting principles as are generally accepted at the date of such computation. All
references to such terms herein shall be both to the singular or the plural, as the context so
requires.



Affiliate:




          The term “Affiliate”, when used with respect to any specified Person, means any other Person
directly or indirectly controlling or controlled by or under direct or



 









 







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


Authenticating Agent:



          The term “Authenticating Agent” shall mean the agent of the Trustee, if any, which at the time
shall be appointed and acting pursuant to Section 8.14.



Board of Directors:




          The term “Board of Directors” shall mean the Board of Directors of the Company or any
authorized committee of such Board designated by the Board of Directors or the by-laws or the
articles of incorporation of the Company to act for such Board for purposes of this Indenture.



Board Resolution:




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



Business Day:




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



Company:




          The term “Company” shall mean Johnson Controls, Inc., a Wisconsin corporation, and, subject to
Article Twelve, shall include its successors and assigns.



Company Request and Company Order:




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



Conversion Date:




          The term “Conversion Date” shall have the meaning set forth in Section 3.11:



2









 





Currency Determination Agent:




          The term “Currency Determination Agent” shall mean the financial institution, if any, from
time to time selected by the Company and approved by the Trustee for purposes of Section 3.11.



Current Market Price:




          The term “Current Market Price” means the closing price (or, if none, the average of the last
daily bid and asked prices) of the applicable class of capital stock as quoted by the primary
securities exchange on which the stock is traded, or, if none, the primary inter-dealer quotation
system, which reports quotations for the class of capital stock, for the last trading day
immediately prior to the Calculation Date.



Debt Security or Debt Securities:




          The terms “Debt Security” or “Debt Securities” shall mean any unsecured notes, debentures or
other indebtedness of any series, as the case may be, issued by the Company from time to time, and
authenticated and delivered under this Indenture.



Debt Security Register:




          The term “Debt Security Register” shall have the meaning set forth in Section 3.06.



Depository:




          The term “Depository” shall mean, unless otherwise specified by the Company pursuant to
Section 3.01, with respect to Securities of any series issuable or issued as a Global Security, The
Depository Trust Company, New York, New York, or any successor thereto registered as a clearing
agency pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation.



Dollar:




          The term “Dollar” shall mean the coin or currency of the United States of America which as of
the time of payment is legal tender for the payment of public and private debts.



Dollar Equivalent of the Foreign Currency:




          The term “Dollar Equivalent of the Foreign Currency” shall have the meaning set forth in
Section 3.11.



3









 





Event of Default:




          The term “Event of Default” shall mean any event specified in Section 7.01, continued for the
period of time, if any, and after the giving of the notice, if any, therein designated.



Foreign Currency:




          The term “Foreign Currency” shall mean a currency issued by the government of any country
other than the United States of America.



Global Debt Security:




          The term “Global Debt Security” means a Debt Security issued to evidence all or part of a
series of Debt Securities.



Government Obligations:




          The term “Government Obligations” means securities which are (i) direct obligations of the
government which issued the currency in which the Debt Securities of a series are denominated or
(ii) obligations of a person controlled or supervised by and acting as an agency or instrumentality
of the government which issued the currency in which the Debt Securities of such series are
denominated, the payment of which obligations is unconditionally guaranteed by such government, and
which, in either case, are full faith and credit obligations of such government, are denominated in
the currency in which the Debt Securities of such series are denominated and which are not callable
or redeemable at the option of the issuer thereof.



Holder:




          The term “Holder” means any Person in whose name a Debt Security of any series is registered
in the Debt Security Register applicable to Debt Securities of such series.



Indenture:




          The term “Indenture” shall mean this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented, pursuant to the applicable
provisions hereof.



Indexed Debt Security




          The term “Indexed Debt Security” means a Debt Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the principal face
amount thereof at original issuance.



4









 





Interest:




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



Interest Payment Date:




          The term “Interest Payment Date”, when used with respect to any series of Debt Securities,
means the Stated Maturity of an installment of interest on such Debt Securities.



Market Exchange Rate:




          The term “Market Exchange Rate” shall have the meaning set forth in Section 3.11.



Officers’ Certificate:




          The term “Officers’ Certificate”, when used with respect to the Company, shall mean a
certificate signed by its Chairman of the Board, Vice Chairman of the Board, President, or a Vice
President and by its Treasurer, Secretary, Assistant Secretary or Assistant Treasurer and delivered
to the Trustee. One of the officers giving an Officers’ Certificate pursuant to Section 5.05 shall
be a principal executive, financial or accounting officer of the Company. Each such certificate
shall include the statements provided for in Section 15.05 to the extent required by the provisions
of such Section.



Opinion of Counsel:




          The term “Opinion of Counsel” shall mean an opinion in writing signed by legal counsel who may
be an employee of or counsel to the Company, and who shall be reasonable acceptable to the Trustee.
Each such opinion shall include the statements provided for in Section 3.04 and Section 15.05 to
the extent required by the provisions of such Sections.



Original Issue Discount Debt Security:




          The term “Original Issue Discount Date 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 7.01.



Outstanding:




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



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



5









 





     (ii) such Debt Securities for whose payment or redemption money in the necessary amount and in
the specified currency 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, 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;



     (iii) such Debt Securities in exchange for or in lieu of which other such Debt Securities have
been authenticated and delivered pursuant to this Indenture, or such Debt Securities which have
been paid, pursuant to this Indenture, unless proof satisfactory to the Trustee is presented that
any such Debt Securities are held by Persons in whose hands any of such Debt Securities are a
legal, valid and binding obligation of the Company, and



     (iv) such Debt Securities the indebtedness in respect to which has been discharged in
accordance with Section 13.02.


provided, however, that in determining whether the Holders of the requisite principal amount of
such Outstanding Debt Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, such Debt Securities owned by the Company or such other obligor upon
such Debt Securities or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
such Debt Securities which a Responsible Officer of the Trustee knows to be so owned shall be so
disregarded. Such 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 such
obligor upon such Debt Securities or any Affiliate of the Company or such other obligor. In case of
a dispute as to such right, the decision of the Trustee upon the advice of counsel shall be full
protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officers’ Certificate listing and identifying all such Debt Securities, if any, known
by the Company to be owned or held by or for the account of any of the above described Persons;
and, subject to the provisions of Section 8.01, the Trustee shall be entitled to accept such
Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that
all such Debt Securities not listed therein are Outstanding for the purpose of any such
determination.


Person:




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



6









 





Place of Payment:




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



Predecessor Debt Security:




          The term “Predecessor Debt 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 3.07 in lieu of a mutilated, lost, destroyed or stolen Debt Security shall be deemed
to evidence the same debt as the mutilated, lost, destroyed or stolen Debt Security.



Principal Office of the Trustee:




          The term “principal office of the Trustee”, or other similar terms, means the principal office
of the Trustee in St. Paul, Minnesota, at which at any particular time its corporate trust business
shall be administered, which office on the date hereof is located at 60 Livingston Ave., St. Paul,
Minnesota, 55107, Corporate Trust Services.



Public Notice:




          The term “Public Notice” shall, without limitation, include any filing or report made in
accordance with the requirements of the Securities and Exchange Commission or any press release or
public announcement made by the Company.



Redemption Date:




          The term “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:




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



Regular Record Date:




          The term “Regular Record Date” for the interest payable on any Debt Security on any Interest
Payment Date means the date specified in such Debt Security as the “Regular Record Date” as
contemplated by Section 3.01.



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Responsible Officer:




          The term “Responsible Officer”, when used with respect to the Trustee, means any officer of
the Trustee having direct responsibility for the administration of this Indenture and also means,
with respect to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject.



Senior Indebtedness:




          The term “Senior Indebtedness” means (i) the principal of and premium, if any, and unpaid
interest on indebtedness for money borrowed, (ii) purchase money and similar obligations, (iii)
obligations under capital leases, (iv) guarantees, assumptions or purchase commitments relating to,
or other transactions as a result of which the Company is responsible for the payment of, such
indebtedness of others, (v) renewals, extensions and refunding of any such indebtedness, (vi)
interest or obligations in respect of any such indebtedness accruing after the commencement of any
insolvency or bankruptcy proceedings; and (vii) obligations associated with derivative products
such as interest rate and currency exchange contracts, foreign exchange contracts, commodity
contracts, and similar arrangements, unless, in each case, the instrument by which the Company
incurred, assumed or guaranteed the indebtedness or obligations described in clauses (i) through
(vii) hereof expressly provides that such indebtedness or obligation is not senior in right of
payment to the Debt Securities.



Special Record Date:




          The term “Special Record Date” for the payment of any Defaulted Interest (as defined in
Section 3.08) means a date fixed by the Trustee pursuant to Section 3.08.



Stated Maturity:




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



Subsidiary:




          The term “Subsidiary” means any corporation of which the Company, or the Company and one or
more Subsidiaries, or any one or more Subsidiaries, directly or indirectly own more than 50% of the
Voting Stock.



Trustee:




          The term “Trustee” shall mean U.S. Bank National Association and, subject to the provisions of
Article Eight hereof, shall also include its successors and assigns as Trustee hereunder.



8









 





Trust Indenture Act of 1939:




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



Valuation Date:




          The term “Valuation Date” shall have the meaning set forth in Section 3.11.



Voting Stock:




          The term “Voting Stock” means outstanding shares of capital stock having under ordinary
circumstances voting power for the election of directors whether at all times or only so long as no
senior class of stock has such voting power by reason of the happening of any contingency.



ARTICLE TWO.




Debt Security Forms.




          SECTION 2.01. Forms Generally. The Debt Securities of each series and the certificates of
authentication thereon shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture (the provisions of which shall be
appropriate to reflect the terms of each series of Debt Securities, including the currency or
denomination, which may be Dollars or Foreign Currency), 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, as evidenced by their signing of such
Debt Securities. Any portion of the text of any Debt Security may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Debt Security.



          The definitive Debt Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by the rules of any
securities exchange, all as determined by the officers executing such Debt Securities, as evidenced
by their signing of such Debt Securities.



          SECTION 2.02. Forms of Debt Securities. The Debt Securities of each series shall be in such
form or forms (including global form) as shall be established by or pursuant to a Board Resolution.



9









 





          Prior to the delivery of a Debt Security of any series in any such form to the Trustee for the
Debt Securities of such series for authentication, the Company shall deliver to the Trustee the
following:



          (1) The Board Resolution by or pursuant to which such form of Debt Security has been approved;



          (2) An Officers’ Certificate dated the date such Certificate is delivered to the Trustee
stating that all conditions precedent provided for in this Indenture relating to the authentication
and delivery of Debt Securities in such form have been complied with; and



          (3) An Opinion of Counsel stating that Debt Securities in such form, together with any coupons
appertaining thereto, when (a) completed by appropriate insertions and executed and delivered by
the Company to the Trustee for authentication in accordance with this Indenture, (b) authenticated
and delivered by such Trustee in accordance with this Indenture within the authorization as to
aggregate principal amount established from time to time by the Board of Directors, and (c) sold in
the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations
of the Company, subject to applicable bankruptcy, reorganization, insolvency and other similar laws
generally affecting creditors’ rights, to general equitable principles and to such other
qualifications as such counsel shall conclude do not materially affect the rights of Holders of
such Debt Securities.



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



          SECTION 2.03. Form of Trustee’s Certificate of Authentication. The following is the form of
the Certificate of Authentication of the Trustee to be endorsed on the face of all Debt Securities
substantially as follows:



          This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	U.S.BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	        Authorized Officer	 	 






          SECTION 2.04. Debt Securities in Global Form. (a) If the Company shall establish pursuant to
Section 3.01 that the Debt Securities of a particular series are to be issued in whole or in part
in the form of one or more Global Debt Securities, then the Company shall execute and the Trustee
or its agent shall, in accordance with Section 3.04 and the Company Order delivered to the Trustee
or its agent thereunder, authenticate and deliver such Global Debt Security or Global Debt
Securities, which (i) shall represent, and shall be



10









 




denominated in an amount equal to the aggregate principal amount of, the Outstanding Debt
Securities of such series to be represented by such Global Debt Security or Global Debt Securities,
or such portion thereof as the Company shall specify in a Company Order, (ii) shall be registered
in the name of the Depository for such Global Debt Security or Global Debt Securities or its
nominee, (iii) shall be delivered by the Trustee or its agent to the Depository or pursuant to the
Depository’s instruction and (iv) shall bear a legend substantially to the following effect:
“Unless this certificate is presented by an authorized representative of the Depository to the
Company or its agent for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of the nominee of the Depository or in such other name as is requested by
an authorized representative of the Depository (and any payment is made to the nominee of the
Depository or to such other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Depository, has an interest
herein.”




          (b) Notwithstanding any other provision of this Section 2.04 or of Section 3.06, and subject
to the provisions of paragraph (c) below, unless the terms of a Global Debt Security expressly
permit such Global Debt Security to be exchanged in whole or in part for individual certificates
representing Debt Securities, a Global Debt Security may be transferred, in whole but not in part
and in the manner provided in Section 3.06, only to a nominee of the Depository for such Global
Debt Security, or to the Depository, or a successor Depository for such Global Debt Security
selected or approved by the Company, or to a nominee of such successor Depository.



          (c) (1) If at any time the Depository for a Global Debt Security notifies the Company that it
is unwilling or unable to continue as Depository for such Global Debt Security or if at any time
the Depository for the Global Debt Securities for such series shall no longer be eligible or in
good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depository with respect to such Global Debt
Security. If a successor Depository for such Global Debt Security is not appointed by the Company
within 90 days after the Company receives notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the
authentication and delivery of certificates representing Debt Securities of such series in exchange
for such Global Debt Security, will authenticate and deliver, certificates representing Debt
Securities of such series of like tenor and terms in an aggregate principal amount equal to the
principal amount of the Global Debt Security in exchange for such Global Debt Security.



          (2) The Company may at any time and in its sole discretion determine that the Debt Securities
of any series or portion thereof issued or issuable in the form of one or more Global Debt
Securities shall no longer be represented by such Global Debt Security or Global Debt Securities.
In such event the Company will execute, and the Trustee, upon receipt of a Company Request for the
authentication and delivery of certificates representing Debt Securities of such series in exchange
in whole or in part for such Global Debt Security, will authenticate and deliver certificates
representing Debt Securities of such series of like tenor and terms in



11









 




definitive form in an aggregate principal amount equal to the principal amount of such Global Debt
Security or Global Debt Securities representing such series or portion thereof in exchange for such
Global Debt Security or Global Debt Securities.




          (3) If specified by the Company pursuant to Section 3.01 with respect to Debt Securities
issued or issuable in the form of a Global Debt Security, the Depository for such Global Debt
Security may surrender such Global Debt Security in exchange in whole or in part for certificates
representing Debt Securities of such series of like tenor and terms in definitive form on such
terms as are acceptable to the Company and such Depository. Thereupon the Company shall execute,
and the Trustee or its agent shall authenticate and deliver, without a service charge, (1) to each
Holder specified by the Security Registrar or the Depository a certificate or certificates
representing Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such person in an aggregate principal amount equal to and in exchange
for such Holder’s beneficial interest as specified by the Security Registrar or the Depository in
the Global Debt Security; and (2) to such Depository a new Global Debt Security of like tenor and
terms and in an authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Global Debt Security and the aggregate principal amount of certificates
representing Debt Securities delivered to Holders thereof.



          (4) In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee or its agent will authenticate and deliver certificates representing Debt
Securities in definitive registered form in authorized denominations for Debt Securities of the
same series or any integral multiple thereof. Upon the exchange of the entire principal amount of a
Global Debt Security for certificates representing Debt Securities, such Global Debt Security shall
be cancelled by the Trustee or its agent. Except as provided in the preceding paragraph,
certificates representing Debt Securities issued in exchange for a Global Debt Security pursuant to
this Section shall be registered in such names and in such authorized denominations for Debt
Securities of that Series or any integral multiple thereof, as the Security Registrar or Depository
shall instruct the Trustee or its agent. The Trustee or the Security Registrar shall deliver at its
Corporate Trust Office such certificates representing Debt Securities to the Holders in whose names
such Debt Securities are so registered.



ARTICLE THREE.




The Debt Securities.




          SECTION 3.01. Title and Terms. The aggregate principal amount of Debt Securities which may be
authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued up
to the aggregate principal amount of Debt Securities from time to time authorized by or pursuant to
a Board Resolution.



          The Debt Securities may be issued in one or more series. All Debt Securities of each series
issued under this Indenture shall in all respects be equally and ratably entitled to the benefits
hereof with respect to such series without preference, priority or



12









 




distinction on account of the actual time or times of the authentication and delivery or maturity
of the Debt Securities of such series. There shall be established in or pursuant to a Board
Resolution, and set forth in an Officers’ Certificate to the extent not established in a Board
Resolution, 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 series of Debt Securities);



     (2) any limit 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 that series pursuant to this Article Three, the second paragraph of Section 4.03, or
Section 11.04);



     (3) the date or dates (or the manner of calculation thereof) on which the principal of the
Debt Securities of the series is payable;



     (4) the rate or rates (or the manner of calculation thereof) at which the Debt Securities of
the series shall bear interest, if any, the date or dates from which such interest shall accrue,
the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for
the Interest payable on any Interest Payment Date;



     (5) the Place of Payment;



     (6) the period or periods within which, the price or prices at which, the currency or currency
units in 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 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 in the currency at which, the currency or
currency units in which, and the terms and conditions upon which Debt Securities of the series
shall be redeemed or purchased, in whole or in part, pursuant to such obligation;



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



     (9) the application, if any, of Section 13.02;



13









 





     (10) if other than Dollars, the currencies in which payments of interest or principal of (and
premium, if any, with respect to) the Debt Securities of the series are to be made;



     (11) if the interest on or principal of (or premium, if any, with respect to) the Debt
Securities of the series are to be payable, at the election of the Company or a Holder thereof or
otherwise, in a currency other than that in which such Debt Securities are payable, the period or
periods within which, and the other terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the currency in such Debt Securities
are denominated or stated to be payable and the currency in which such Debt Securities or any of
them are to be so payable;



     (12) whether the amount of payments of interest on or principal of (or premium, if any, with
respect to) the Debt Securities of such series may be determined with reference to an index,
formula or other method (which index, formula or method or method may be based, without limitation,
on one or more currencies, commodities, equity indices or other indices), and, if so, the terms and
conditions upon which and the manner in which such amounts shall be determined and paid or payable;



     (13) the extent to which any Debt Securities will be issuable in permanent global form, the
manner in which any payments on a permanent global Debt Security will be made, and the appointment
of any Depository relating thereto;



     (14) any deletions from, modifications of or additions to the Events of Default or covenants
with respect to the Debt Securities of such series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth herein;



     (15) if any of the Debt Securities of such series are to be issuable upon the exercise of
warrants, this shall be so established as well as the time, manner and place for such Debt
Securities to be authenticated and delivered;



     (16) 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 shall be substantially identical except 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.



14









 





          SECTION 3.02. Denominations. The Debt Securities of each series shall be issuable in
registered form without coupons in such denominations as shall be specified as contemplated in
Section 3.01. In the absence of any specification with respect to the Debt Securities of any
series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof, which may be in Dollars or any Foreign Currency.



          SECTION 3.03. Payment of Principal and Interest. The principal of, premium, if any, and
interest on the Debt Securities shall be payable at the office or agency of the Company designated
for that purpose in the Place of Payment, as provided in Section 5.02; provided, however, that
interest may be payable at the option of the Company, upon at least five Business Days written
notice to the Trustee by check mailed to the address of the Person entitled thereto as such address
shall appear on the Debt Security Register on the record date for such interest payment.



          SECTION 3.04. Execution of Debt Securities. The Debt Securities shall be executed manually or
by facsimile in the name and on behalf of the Company by its Chairman of the Board of Directors,
its President, one of its Vice Presidents or its Treasurer and by its Secretary or one of its
Assistant Secretaries under its corporate seal (which may be printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise). Only such Debt Securities as shall bear thereon a
certificate of authentication substantially in the form hereinbefore recited, manually executed by
the Trustee, shall be entitled to the benefits of this Indenture or be valid or become obligatory
for any purpose. Such certificate by the Trustee upon any Debt Security executed by the Company
shall be conclusive evidence that the Debt Security so authenticated has been duly authenticated
and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.



          In case any officer of the Company who shall have executed any of the Debt Securities shall
cease to be such officer before the Debt Securities so executed shall have been authenticated and
delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless shall be
valid and binding and may be authenticated and delivered or disposed of as though the Person who
executed such Debt Securities had not ceased to be such officer of the Company; and any Debt
Securities may be executed on behalf of the Company by such Persons as, at the actual date of the
execution of such Debt Security, shall be the proper officers of the Company, although at the date
of such Debt Security or of the execution of this Indenture any such Person was not such an
officer.



          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Debt Securities of any series, properly created in accordance with Section 3.01
and executed by the Company, to the Trustee for authentication; and the Trustee shall authenticate
and deliver such Debt Securities upon Company Order. In the event that any other Person performs
the Trustee’s duties as Authenticating Agent pursuant to a duly executed agreement, the Company
shall notify the Trustee in writing of the issuance of any Debt Securities hereunder, such notice
to be delivered in accordance with the provisions of Section 15.03 on the date such Debt Securities
are delivered by the Company for authentication to such other Person.



15









 





          Prior to any such authentication and delivery, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, in addition to the Opinion of Counsel to be furnished to
the Trustee pursuant to Section 15.05 and the Officers’ Certificate relating to the issuance of any
series of Debt Securities pursuant to Sections 15.05 and 3.01, Opinions of Counsel stating that:



     (1) all instruments furnished to the Trustee conform to the requirements of this Indenture and
constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Debt
Securities;



     (2) all laws and requirements with respect to the form and execution by the Company of the
supplemental indenture, if any, have been complied with, the execution and delivery of the
supplemental indenture, if any, will not violate the terms of this Indenture, the supplemental
indenture has been duly qualified under the Trust Indenture Act of 1939, the Company has corporate
power to execute and deliver any such supplemental indenture and has taken all necessary corporate
action for those purposes and any such supplemental indenture has been executed and delivered and
constitutes the legal, valid and binding obligation of the Company enforceable in accordance with
its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in
effect);



     (3) the form and terms of such Debt Securities have been established in conformity with the
provisions of this Indenture;



     (4) all laws and requirements with respect to the execution and delivery by the Company of
such Debt Securities have been complied with, the authentication and delivery of the Debt
Securities by the Trustee will not violate the terms of this Indenture, the Company has the
corporate power to issue such Debt Securities and such Debt Securities, assuming due authentication
and delivery by the Trustee, constitute legal, valid and binding obligations of the Company in
accordance with their terms and are entitled to the benefits of this Indenture, equally and ratably
with all other Outstanding Debt Securities, if any, of such series; and



     (5) such other matters as the Trustee may reasonably request.



          The Trustee shall not be required to authenticate such Debt Securities if the issue thereof
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 or such
action would expose the Trustee to personal liability to existing Holders.



          Unless otherwise provided in the form of Debt Security for any series, all Debt Securities
shall be dated the date of their authentication.



16









 





          No Debt Security 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 by manual
signature, 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.



          SECTION 3.05. Temporary Debt Securities. Pending the preparation of definitive Debt Securities
of any series, the Company may execute, and upon receipt of the documents required by Sections
2.02, 3.01 and 3.04, together with a Company Order, the Trustee shall authenticate and deliver,
such temporary Debt Securities which may be printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denominations, substantially of the tenor of such definitive
Debt Securities in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such temporary Debt Securities may
determine, as evidenced by their execution of such temporary Debt Securities.



          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 any series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series, upon surrender of the temporary Debt
Securities of such series at any office or agency maintained by the Company for such purposes as
provided in Section 5.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Debt Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefore a like principal amount of definitive Debt
Securities of such series having the same interest rate and Stated Maturity and bearing interest
from the same date of any authorized denominations. Until so exchanged the temporary Debt
Securities of such series shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series.



          SECTION 3.06. Exchange and Registration of Transfer of Debt Securities. Debt Securities may be
exchanged for a like aggregate principal amount of Debt Securities of such series that are of other
authorized denominations. Debt Securities to be exchanged shall be surrendered at any office or
agency to be maintained for such purpose by the Company, as provided in Section 5.02, and the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefore the Debt
Security or Debt Securities of authorized denominations which the Debt Securityholder making the
exchange shall be entitled to receive. Each agent of the Company appointed pursuant to Section 5.02
as a person authorized to register and register transfer of Debt Securities is sometimes herein
referred to as a “Debt Security registrar.”



          The Company shall keep, at each such office or agency of the Company maintained for such
purpose, as provided in Section 5.02, a register for each series of Debt Securities hereunder (the
registers of all Debt Security registrars being herein sometimes collectively referred to as the
“Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration of Debt Securities



17









 




and shall register the transfer of Debt Securities as in this Article Three provided. At all
reasonable times, such Debt Security Register shall be open for inspection by the Trustee and any
Debt Security registrar other than the Trustee. Upon due presentment for registration of transfer
of any Debt Security at any such office or agency, the Company shall execute and register and the
Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debt
Security or Debt Securities of authorized denominations for an equal aggregate principal amount.
Registration or registration of transfer of any Debt Security by any Debt Security registrar in the
registry books maintained by such Debt Security registrar, and delivery of such Debt Security, duly
authenticated, shall be deemed to complete the registration or registration of transfer of such
Debt Security.




          The Company will at all times designate one Person (who may be the Company and who need not be
a Debt Security registrar) to act as repository of a master list of names and addresses of Holders
of the Debt Securities. The Trustee shall act as such repository unless and until some other Person
is, by written notice from the Company to the Trustee and each Debt Security registrar, designated
by the Company to act as such. The Company shall cause each Debt Security registrar to furnish to
such repository, on a current basis, such information as such repository may reasonably request as
to registrations, transfers, exchanges and other transactions effected by such registrar, as may be
necessary or advisable to enable such repository to maintain such master list on as current a basis
as is reasonably practicable.



          No Person shall at any time be appointed as or act as a Debt Security registrar unless such
Person is at such time empowered under applicable law to act as such and duly registered to act as
such under and to the extent required by applicable law and regulations.



          All Debt Securities presented to a Debt Security registrar for registration of transfer shall
be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and such Debt Security registrar duly executed by the registered Holder
or his attorney duly authorized in writing.



          No service charge shall be made for any exchange or registration of transfer of Debt
Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection therewith.



          The Company shall not be required to issue, exchange or register a transfer of (a) any Debt
Securities of any series for a period of 15 days next preceding the mailing of a notice of
redemption of Debt Securities of such series and ending at the close of business on the day of the
mailing of a notice of redemption of Debt Securities of such series so selected for redemption, or
(b) any Debt Securities selected, called or being called for redemption except, in the case of any
Debt Security to be redeemed in part, the portion thereof not so to be redeemed.



          All Debt Securities issued in exchange for or upon registration of transfer of Debt Securities
shall be valid obligations of the Company, evidencing the same debt, and



18









 




entitled to the same benefits under this Indenture, as the Debt Securities surrendered for such
exchange or registration of transfer.




          None of the Trustee, any agent of the Trustee, any Paying Agent or the Company 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 3.07. Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary or
definitive Debt Security shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its request the Trustee shall authenticate and deliver, a new Debt
Security, bearing a number, letter or other distinguishing mark not contemporaneously Outstanding,
in exchange and substitution for the mutilated Debt Security, or in lieu of and in substitution for
the Debt Security so destroyed, lost or stolen. In every case the applicant for a substituted Debt
Security shall furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction
of the destruction, loss or theft, of such Debt Security and of the ownership thereof.



          In the absence of notice to the Trustee or the Company that such Debt Security has been
acquired by a protected purchaser, the Trustee shall authenticate any such substituted Debt
Security and deliver the same upon any Company Request. Upon the issuance of any substituted Debt
Security, 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 connected
therewith. In case any Debt Security which has matured or is about to mature shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt Security,
pay or authorize the payment of the same (without surrender thereof except in the case of a
mutilated Debt Security) if the applicant for such payment shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of them harmless and, in
case of destruction, loss or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Debt Security and of the ownership thereof.



          Every substituted Debt Security issued pursuant to the provisions of this Section 3.07 by
virtue of the fact that any Debt Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Debt Securities duly issued hereunder. All Debt
Securities shall be held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt
Securities and shall preclude (to the extent permitted by law) any and all other rights or remedies
with respect to the replacement or payment of negotiable instruments or other securities without
their surrender.



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          SECTION 3.08. Payment of Interest; Interest Rights Preserved. Interest which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date, on any Debt Security, shall
unless otherwise provided in such Debt Security be paid to the Person in whose name the Debt
Security (or one or more Predecessor Debt Securities) is registered at the close of business on the
Regular Record Date for such interest.



          Unless otherwise stated in the form of Debt Security of a series, interest on the Debt
Securities of any series shall be computed on the basis of a 360 day year comprised of twelve 30
day months.



          Any interest on any Debt Security 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
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 any such Debt Securities (or their respective Predecessor Debt 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 Debt Security and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to
be mailed, first-class postage prepaid, to each Holder of such Debt Securities, at his address as
it appears in the Debt 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 therefore
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
names such Debt Securities (or their respective Predecessor Debt Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the following Clause (2).



20









 





     (2) The Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Debt Securities of that
series 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 payment
shall be deemed practicable by the Trustee.



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



          SECTION 3.09. Persons Deemed Owners. The Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name any Debt Security is registered as the owner of such
Debt Security for the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.08) interest on, such Debt Security and for all other purposes whatsoever whether or
not such Debt Security be overdue, and neither the Company, the Trustee, nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.



          SECTION 3.10. Cancellation of Debt Securities Paid, etc. All Debt Securities surrendered for
the purpose of payment, redemption, exchange or registration of transfer or delivered in
satisfaction in whole or in part of any sinking fund obligation shall, if surrendered to the
Company or any agent of the Trustee or the Company under this Indenture, be delivered to the
Trustee and promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly
cancelled by it, and no Debt Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Debt
Securities in accordance with its customary procedures unless directed by a Company Order.



          SECTION 3.11. Currency and Manner of Payments. (a) With respect to Debt Securities denominated
in Dollars or a Foreign Currency, the following payment provisions shall apply:



     (1) Except as provided in subparagraph (a)(2) or in paragraph (c) of this Section 3.11,
payment of principal of and premium, if any, on any Debt Securities will be made at the offices
established pursuant to Section 5.02 by delivery of a check in the currency in which the Debt
Security is denominated on the payment date against surrender of such Debt Security, and any
interest on any Debt Security will be paid at such office by mailing a check in the currency in
which the Debt Securities were issued to the Person entitled thereto at the address of such Person
appearing on the Debt Security Register.



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     (2) Payment of the principal of and premiums, if any, and interest on such Debt Security may
also, subject to applicable laws and regulations, be made at such other place or places as may be
designated by the Company by any appropriate method.



          (b) Not later than the fourth Business Day after the Record Date for such Interest Payment
Date, the Paying Agent will deliver to the Company a written notice specifying, in the currency in
which each series of the Debt Securities are denominated, the respective aggregate amounts of
principal of and premium, if any, and interest on the Debt Securities to be made on such payment
date, specifying the amounts so payable in respect of the Debt Securities. The failure of the
Paying Agent to deliver such notice shall not relieve the Company from its obligation to make all
payments with respect to any Debt Security when due.



          (c) If the Foreign Currency in which any of the Debt Securities are denominated ceases to be
used both by the government of the country which issued such currency and for the settlement of
transactions by public institutions of or within the international banking community, then with
respect to each date for the payment of Foreign Currency occurring after the last date on which the
Foreign Currency was so used (the “Conversion Date”), the Dollar shall be the currency of payment
for use on each such Interest Payment Date. The Dollar amount to be paid by the Company to the
Trustee and by the Trustee or any paying agent to the Holder of such Debt Securities with respect
to such payment date shall be the Dollar Equivalent of the Foreign Currency as determined by the
Currency Determination Agent as of the Record Date (the “Valuation Date”) in the manner provided in
paragraph (d).



          (d) The “Dollar Equivalent of the Foreign Currency” shall be determined by the Currency
Determination Agent as of each Valuation Date and shall be obtained by converting the specified
Foreign Currency into Dollars at the Market Exchange Rate on the Valuation Date.



          (e) The “Market Exchange Rate” shall mean, for any currency, the highest firm bid quotation
for U.S. dollars received by the Currency Determination Agent at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the applicable payment date (or, if no such rate is
quoted on such date, the last date on which such rate was quoted), from three recognized foreign
exchange dealers in the City of New York selected by the Currency Determination Agent and approved
by the Company (one of which may be the Currency Determination) for the purchase by the quoting
dealer, for settlement on such payment date, of the aggregate amount of such currency payable on
such payment in respect of all Notes denominated in such currency.



          All decisions and determinations of the Currency Determination Agent regarding the Dollar
Equivalent of the Foreign Currency and the Market Exchange Rate shall be in its sole discretion and
shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding
upon the Company and all Holders of the Debt Securities. In the event that the Foreign Currency
ceases to be used both by the government of the country which issued such currency and for the
settlement of transactions by public institutions of or within the



22









 




international banking community, the Company, after learning thereof, will immediately give notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in the manner provided
in Section 15.03 to the Holders) specifying the Conversion Date.




          The Trustee shall be fully justified and protected in relying on and acting upon the
information so received by it from the Company or the Currency Determination Agent and shall not
otherwise have any duty or obligation to determine such information independently.



          If the principal of (and premium, if any) and interest on any Debt Securities is payable in a
Foreign Currency and such Foreign Currency is not available for payment due to the imposition of
exchange controls or other circumstances beyond the control of the Company, then the Company shall
be entitled to satisfy its obligations to Holders under this Indenture by making such payment in
Dollars on the basis of the Market Exchange Rate for such Foreign Currency on the latest date for
which such rate was established on or before the date on which payment is due. Any payment made
pursuant to this Section 3.11 in Dollars where the required payment is in a Foreign Currency shall
not constitute a default under this Indenture.



ARTICLE FOUR.




Redemption of Debt Securities; Sinking Funds.




          SECTION 4.01. Applicability of Article. The Company may reserve the right to redeem and pay
before Stated Maturity all or any part of the Debt Securities of any series, either by optional
redemption, sinking fund (mandatory or optional) or otherwise, by provision therefor in the form of
Debt Security for such series on such terms as are specified in such form or the Board Resolution
or Officers’ Certificate delivered pursuant to Section 3.01 or the indenture supplemental hereto as
provided in Section 3.01 with respect to Debt Securities of such series. Redemption of Debt
Securities of any series shall be made in accordance with the terms of such Debt Securities and, to
the extent that this Article does not conflict with such terms, in accordance with this Article.



          SECTION 4.02. Notice of Redemption; Selection of Debt Securities. In case the Company shall
desire to exercise the right to redeem all, or, as the case may be, any part of a series of Debt
Securities pursuant to Section 4.01, the Company shall fix a date for redemption and the Company,
or, at the Company’s request, the Trustee in the name of and at the expense of the Company, shall
mail a notice of such redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the Holders of Debt Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Debt Securities Register. Such mailing shall be by first class
mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice. In any case, failure to give such
notice by mail or any defect in the notice to the Holder of any Debt Security designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security.



          Notice of redemption shall be given in the name of the Company and shall specify the date
fixed for redemption, the redemption price at which Debt Securities of any series



23









 




are to be redeemed, the place of payment (which shall be at the offices or agencies to be
maintained by the Company pursuant to Section 5.02), that payment of the redemption price will be
made upon presentation and surrender of such Debt Securities, that interest accrued to the date
fixed for redemption will be paid as specified in said notice,that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue, and the Section of this
Indenture pursuant to which Debt Securities will be redeemed. In case less than all Debt Securities
of any series are to be redeemed, the notice of redemption shall also identify the particular Debt
Securities to be redeemed as a whole or in part and shall state that the redemption is for the
sinking fund, if such is the case. In case any Debt Security is to be redeemed in part only, the
notice of redemption shall state the portion of the principal amount thereof to be redeemed and
shall state that on and after the date fixed for redemption, upon surrender of such Debt Security,
a new Debt Security or Debt Securities of such series in aggregate principal amount equal to the
unredeemed portion thereof will be issued without charge to the Holder.




          If less than all the Debt Securities of any series are to be redeemed, the Company shall give
the Trustee notice, at least 45 days (or such shorter period acceptable to the Trustee) in advance
of the date fixed for redemption, as to the aggregate principal amount of Debt Securities to be
redeemed. Debt Securities may be redeemed in part in multiples equal to the minimum authorized
denomination for Debt Securities of such Series or any multiple thereof. Thereupon the Trustee
shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debt
Securities or portions thereof to be redeemed, and shall as promptly as practicable notify the
Company of the Debt Securities or portions thereof so selected. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Debt Securities
of any series 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.



          On or prior to the date fixed for redemption specified in the notice of redemption given as
provided in this Section 4.02, the Company will deposit with the Trustee or with the paying agent
an amount of money in the currency in which the Debt Securities of such series are payable
sufficient to redeem on the date fixed for redemption all the Debt Securities so called for
redemption at the appropriate redemption price, together with accrued interest to the date fixed
for redemption.



          The Trustee shall not mail any notice of redemption of any series of Debt Securities during
the continuation of any default in payment of interest on any series of Debt Securities when due or
of any Event of Default, except that where notice of redemption with respect to any series of Debt
Securities shall have been mailed prior to the occurrence of such default or Event of Default, the
Trustee shall redeem such Debt Securities provided funds are deposited with it for such purpose.



          SECTION 4.03. Payment of Debt Securities Called for Redemption. If notice of redemption has
been given as herein provided, the Debt Securities or portions of Debt Securities with respect to
which such notice has been given shall become due and payable on the date and at the place stated
in such notice at the applicable redemption price, together with



24









 




interest accrued to the date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Debt Securities or portions thereof at the redemption price,
together with interest accrued to said date) interest on the Debt Securities or portions of Debt
Securities so called for redemption shall cease to accrue, and such Debt Securities and portions of
Debt Securities shall be deemed not to be Outstanding hereunder and shall not be entitled to any
benefit under this Indenture except to receive payment of the redemption price, together with
accrued interest to the date fixed for redemption. On presentation and surrender of such Debt
Securities at the place of payment in said notice specified, the said Debt Securities or the
specified portions thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption; provided, however,
that any installments of interest becoming due on the date fixed for redemption shall be payable to
the Holders of such Debt Securities, or one or more previous Debt Securities evidencing all or a
portion of the same debt as that evidenced by such particular Debt Securities, registered as such
on the relevant record dates according to their terms and the provisions of Section 3.08.




          Upon presentation and surrender of any Debt Security redeemed in part only, with, if the
Company or the Trustee so required, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Debt Security or Debt
Securities of the same series having the same interest rate and Stated Maturity and bearing
interest from the same date, of any authorized denominations as requested by such Holder, in
aggregate principal amount equal to the unredeemed portion of the Debt Security so presented and
surrendered.



          SECTION 4.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption.
Debt Securities shall be excluded from eligibility for selection for redemption if they are
identified by registration and certificate number in a written statement signed by a Responsible
Officer of the Company and delivered to the Trustee at least 45 days prior to the last date on
which notice of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such
written statement directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company.



          SECTION 4.05. Provisions with Respect to any Sinking Funds. Unless the form or terms of any
series of Debt Securities shall provide otherwise, in lieu of making all or any part of any
mandatory sinking fund payment with respect to such series of Debt Securities in cash, the Company
may at its option (1) deliver to the Trustee for cancellation any Debt Securities of such series
theretofore acquired by the Company, or (2) receive credit for any Debt Securities of such series
(not previously so credited) acquired by the Company and theretofore delivered to the Trustee for
cancellation, then Debt Securities so delivered or credited shall be credited at the applicable
sinking fund Redemption Price with respect to the Debt Securities of such series.



25









 





          On or before the 45th day next preceding each sinking fund Redemption Date, the Company will
deliver to the Trustee a certificate signed by the Chief Financial Officer, any Vice President, the
Treasurer or any Assistant Treasurer of the Company specifying (i) the portion of the mandatory
sinking fund payment to be satisfied by deposit of cash in the currency in which the Debt
Securities of such series are payable, by delivery of Debt Securities theretofore purchased or
otherwise acquired by the Company (which Debt Securities shall accompany such certificate) and by
credit for Debt Securities acquired by the Company and theretofore delivered to the Trustee for
cancellation redeemed by the Company and stating that the credit to be applied has not theretofore
been so applied and (ii) whether the Company intends to exercise its right, if any, to make an
optional sinking fund payment, and, if so, the amount thereof. Such certificate shall also state
that no Event of Default has occurred and is continuing. Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the payment or payments therein referred
to, if any, on or before the next succeeding sinking fund payment date. In case of the failure of
the Company on or before the 45th day next preceding each sinking fund Redemption Date to deliver
such certificate (or to deliver the Debt Securities specified in this paragraph), the sinking fund
payment due on the next succeeding sinking fund payment date shall be paid entirely in cash (in the
currency described above) and shall be sufficient to redeem the principal amount of Debt Securities
as a mandatory sinking fund payment, without the option to deliver or credit Debt Securities as
provided in the first paragraph of this Section 4.04 and without the right to make an optional
sinking fund payment as provided herein.



          If the sinking fund payment or payments (mandatory or optional) with respect to any series of
Debt Securities made in cash (in the currency described above) shall exceed the minimum authorized
denomination set forth in an Officers’ Certificate pursuant to Section 3.01 or the equivalent in
the currency in which the Debt Securities of such series are payable (or a lesser sum if the
Company shall so request), unless otherwise provided by the terms of such series of Debt
Securities, said cash shall be applied by the Trustee on the sinking fund Redemption Date with
respect to Debt Securities of such series at the applicable sinking fund Redemption Price with
respect to Debt Securities of such series, together with accrued interest, if any, to the date
fixed for redemption, with the effect provided in Section 4.03. The Trustee shall select, in the
manner provided in Section 4.02, for redemption on such sinking fund Redemption Date a sufficient
principal amount of Debt Securities of such series to utilize said cash and shall thereupon cause
notice of redemption of the Debt Securities of such series for the sinking fund to be given in the
manner provided in Section 4.02 (and with the effect provided in Section 4.03) for the redemption
of Debt Securities in part at the option of the Company. Debt Securities of any series which are
identified by registration and certificate number in an Officer’s Certificate at least 45 days
prior to the sinking fund Redemption Date as being beneficially owned by, and not pledged or
hypothecated by, the Company or an entity directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company shall be excluded from Debt Securities of
such series eligible for selection for redemption. Any sinking fund moneys not so applied or
allocated by the Trustee to the redemption of Debt Securities of such series shall be added to the
next cash sinking fund payment with respect to Debt Securities of such series received by the
Trustee and, together with such payment, shall be applied in accordance with the provisions of this
Section 4.05. Any and all sinking fund moneys with respect to Debt Securities of any series held by
the Trustee at the maturity of Debt



26









 




Securities of such series, and not held for the payment or redemption of particular Debt Securities
of such series, shall be applied by the Trustee, together with other moneys, if necessary, to be
deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of
such series at maturity.




          The Trustee shall not convert any currency in which the Debt Securities of such series are
payable for the purposes of such sinking fund application unless a Company Request is made, and any
such conversion agreed to by the Trustee in response to such request shall be for the account and
at the expense of the Company and shall not affect the Company’s obligation to pay the Holders in
the currency to which such Holder is entitled.



          On or before each sinking fund Redemption Date provided with respect to Debt Securities of any
series, the Company shall pay to the Trustee in cash in the currency described above a sum equal to
all accrued interest, if any, to the date fixed for redemption on Debt Securities to be redeemed on
such sinking fund Redemption Date pursuant to this Section 4.05.



ARTICLE FIVE.




Particular Covenants of the Company.




          SECTION 5.01. Payment of Principal, Premium and Interest. The Company will duly and punctually
pay or cause to be paid (in the currency in which the Debt Securities of such series are payable)
the principal of and premium, if any, and interest on each of the Debt Securities at the place
(subject to Section 3.03), at the respective times and in the manner provided in each series of
Debt Securities and in this Indenture.



          SECTION 5.02. Offices for Notices and Payments, etc. (a) So long as the Debt Securities of any
series remain Outstanding, the Company will maintain at the Place of Payment, an office or agency
where the Debt Securities may be presented for payment, an office or agency where the Debt
Securities may be presented for registration of transfer and for exchange as in this Indenture
provided, and an office or agency where notices and demands to or upon the Company in respect of
the Debt Securities or of this Indenture may be served and shall give the Trustee written notice
thereof and any changes in the location thereof. In case the Company shall at any time fail to
maintain any such office or agency, or shall fail to give notice to the Trustee of any change in
the location thereof, presentation and demand may be made and notice may be served in respect of
the Debt Securities or of this Indenture at said office of the Trustee.



          (b) In addition to the office or agency maintained by the Company pursuant to Section 5.02(a),
the Company may from time to time designate one or more other offices or agencies where the Debt
Securities may be presented for payment and presented for registration of transfer and for exchange
in the manner provided in this Indenture, and the Company may from time to time rescind such
designations, as the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner



27









 




relieve the Company of its obligation to maintain such office and agency at the Place of Payment,
for the purposes abovementioned. The Company will give to the Trustee prompt written notice of (i)
any such designation or rescission thereof, and (ii) the location of any such office or agency
outside the Place of Payment and of any change of location thereof.




          SECTION 5.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder.



          SECTION 5.04. Provisions as to Paying Agent. (a) (1) Whenever the Company shall have one or
more Paying Agents for any series of Debt Securities other than the Trustee, it will, on or before
each due date of the principal of (and premium, if any) or interest on any Debt Securities of such
series, deposit with a Paying Agent a sum sufficient to pay such amount becoming due, such sum to
be held as provided by the Trust Indenture Act of 1939, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



          (2) The Company will cause each Paying Agent 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: (i) comply with the provisions of the
Trust Indenture Act of 1939 applicable to it as a Paying Agent and (ii) during the continuance of
any default by the Company (or any other obligor upon any series of Debt Securities) in the making
of any payment in respect of the Debt Securities of such series, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent as such.



          (b) If the Company shall act as its own paying agent, it will, on or prior to each due date of
the principal of and premium, if any, or interest on Debt Securities of any series, set aside,
segregate and hold in trust for the benefit of the Holders of such Debt Securities a sum sufficient
to pay such principal and premium, if any, or interest so becoming due and will notify the Trustee
of any failure to take such action and of any failure by the Company (or by any other obligor on
such series of Debt Securities) to make any payment of the principal of and premium, if any, or
interest on the Debt Securities when the same shall become due and payable.



          (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this Indenture with respect to
any or all series of Debt Securities then Outstanding, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust by the Company, or any paying agent hereunder, as
required by this Section 5.04, such sums to be held by the Trustee upon the trusts herein
contained.



          (d) Anything in this Section 5.04 to the contrary notwithstanding, the agreement to hold sums
in trust provided in this Section 5.04 is subject to Section 13.04.



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          SECTION 5.05. Certificate to Trustee. So long as the Debt Securities of any series remain
Outstanding, the Company will deliver to the Trustee on or before 120 days after the end of each
fiscal year an Officers’ Certificate stating that in the course of the performance by the signers
of their duties as officers of the Company, they would normally have knowledge of any default by
the Company in the performance or fulfillment or observance of any covenants or agreements
contained herein during the preceding fiscal year, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers have knowledge and
the nature thereof. The Officers’ Certificate need not comply with Section 15.05.



          SECTION 5.06. Waivers of Covenants. Anything in this Indenture to the contrary
notwithstanding, the Company may fail or omit, in respect of any series of Debt Securities, and in
any particular instance, to comply with a covenant, agreement or condition contained in Sections
5.02 and 5.04 (other than in 5.04(a)(1) and (2)) to 5.05, inclusive, if the Company shall have
obtained and filed with the Trustee before or after the time for such compliance the consent in
writing of the Holders of more than 50% in aggregate principal amount of the Debt Securities of the
series affected by such waiver at the time Outstanding, either waiving such compliance in such
instance or generally waiving compliance with such covenant or condition, but no such waiver shall
extend to or affect any obligation not expressly waived nor impair any right consequent thereon
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.



ARTICLE SIX.




Holders’ Lists and Reports by the Company

and the Trustee.




          SECTION 6.01. Holders’ Lists. The Company covenants and agrees that it will furnish or cause
to be furnished to the Trustee, not more than 15 days after each Regular Record Date with respect
to the Debt Securities of any series, and at such other times as the Trustee may request in
writing, within 30 days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders of Debt Securities of
such series as of a date not more than 15 days prior to the time such information is furnished;
provided, however, that no such list with respect to any particular series of Debt Securities need
be furnished at any such time if the Trustee is in possession thereof by reason of its acting as
the Debt Security registrar for such series designated under Section 3.06 or otherwise.



          SECTION 6.02. Preservation and Disclosure of Lists. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names and addresses of the
Holders of Debt Securities contained in the most recent list furnished to it as provided in Section
6.01 or received by the Trustee in the capacity of the Debt Security registrar (if so acting) under
Section 3.06. The Trustee may destroy any list furnished to it as provided in Section 6.01 upon
receipt of a new list so furnished.



29









 





          (b) The rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Debt Securities of any series or of all Debt Securities, and the
corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act of
1939.



          (c) Every Holder of Debt Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of any disclosure of information as to names and addresses of
Holders made pursuant to the Trust Indenture Act of 1939.



          SECTION 6.03. Reports by the Company. The Company agrees to 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 of 1939 at the times and
in the manner provided pursuant to such Act; provided that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, 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 conclusively rely exclusively on an Officers’
Certificate).



          SECTION 6.04. Reports by the 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 of 1939 at the times and in the manner provided pursuant thereto. The interval
between transmissions of reports to be transmitted at intervals shall be twelve months or such
shorter time required by the Trust Indenture Act of 1939. If the Trust Indenture Act of 1939 does
not specify the date on which a report is due, the such report shall be due on July 15 of each year
following the first issuance of Debt Securities.



          (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 upon which Debt Securities of any series are listed, with the
Commission and with the Company. The Company will notify the Trustee when the Debt Securities of
any series are listed on any stock exchange.



ARTICLE SEVEN.




Remedies of the Trustee and Holders

on Event of Default.




          SECTION 7.01. Events of Default. Event of Default, with respect to any series of Debt
Securities, wherever used herein, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any



30









 




order, rule or regulation of any administrative or governmental body), unless such event is either
inapplicable to a particular series or it is specifically deleted or modified in the supplemental
indenture under which such series of Debt Securities is issued or in the form of Debt Security for
such series:




     (a) default in the payment of any installment of interest upon any Debt Security of such
series as and when the same shall become due and payable, and continuance of such default for a
period of 30 days; or



     (b) default in the payment of the principal of and premium, if any, on any Debt Security of
such series as and when the same shall become due and payable either at maturity, upon redemption,
by declaration of acceleration or otherwise; or



     (c) default in the payment or satisfaction of any sinking fund payment or analogous
obligation, if any, with respect to the Debt Securities of such series as and when the same shall
become due and payable by the terms of the Debt Securities of such series; or



     (d) failure on the part of the Company duly to observe or perform any of the covenants,
warrants or agreements on the part of the Company in respect of the Debt Securities of such series
in this Indenture (other than a covenant, warranty or agreement a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with) continued for a period of 75
days after the date on which written notice of such failure, specifying such failure and requiring
the same to be remedied, shall have been given to the Company by the Trustee, by registered mail,
or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Outstanding Debt Securities of such series; or



     (e) an event of default with respect to any other series of Debt Securities issued or
hereafter issued pursuant to this Indenture or if default shall be made (and shall not have been
cured or waived) in the payment of principal of or interest on any other obligation for borrowed
money of the Company beyond any period of grace with respect thereto if (i) the aggregate principal
amount (or, in the case of Original Issue Discount Debt Securities, such portion of the principal
amount as may be specified in the terms of such indebtedness as due and payable upon acceleration)
of any such obligation in respect of which principal or interest is and remains in default is in
excess of $100,000,000 and (ii) the default in such payment is not being contested by the Company
in good faith and by appropriate proceedings; provided, however, that subject to the provisions of
Section 7.08 and Section 8.01 the Trustee shall not be charged with knowledge of any such default
unless written notice thereof shall have been given to the Trustee by the Company, by the holders
or an agent of the holders of any



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such indebtedness, by the trustee then acting under any indenture or other instrument under which
such default shall have occurred, or by the Holders of not less than 25% in aggregate principal
amount of such series of Debt Securities at the time Outstanding; or




     (f) a decree or order by a court having jurisdiction in the premises shall have been entered
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization of the Company under the Federal bankruptcy laws or any other similar applicable
Federal or state law, and such decree or order shall have continued undischarged and unstayed for a
period of 60 days; or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver or liquidator or trustee or assignee or other similar official in
bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the
winding up or liquidation of its affairs, shall have been entered, and such decree or order shall
have continued undischarged and unstayed for a period of 60 days; or



     (g) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall
consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or
consent seeking an arrangement or a reorganization under the Federal bankruptcy laws or any other
similar applicable Federal or state law, or shall consent to the filing of any such petition, or
shall consent to the appointment of a receiver or liquidator or trustee or assignee or other
similar official in bankruptcy or insolvency of it or of all or substantially all of its property,
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



     (h) any other Event of Default provided in the supplemental indenture under which such series
of Debt Securities is issued or in the form of Debt Security for such series;



     then and in each and every such case, so long as such Event of Default with respect to any series
of Debt Securities for which there are Debt Securities Outstanding occurs and is continuing and
shall not have been remedied or waived to the extent permitted by the terms of this Indenture,
unless the principal of all of the Debt Securities of such series shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Debt Securities of such series, by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the principal (or, if the Debt Securities of that series
are Original Issue Discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series) of all the Debt Securities of such series and the interest
accrued thereon to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything in this Indenture or in the Debt
Securities of such series contained to the contrary notwithstanding. This provision, however, is




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subject to the condition that if, at any time after the principal of the Debt Securities of such
series shall have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company
shall pay or shall deposit with the Trustee a sum sufficient to pay in the currency in which the
Debt Securities of such series are payable all matured installments of interest upon all of the
Debt Securities and the principal of and premium, if any, on any and all Debt Securities of such
series which shall have become due otherwise than by such declaration (with interest on overdue
installments of interest to the extent that payment of such interest is enforceable under
applicable law and on such principal and premium, if any, at the rate borne by the Debt Securities
of such series or as otherwise provided in the form of Debt Security for such series, to the date
of such payment or deposit) and the expenses of the Trustee (subject to Section 8.06), and any and
all defaults under this Indenture, other than the nonpayment of principal of and accrued interest
on Debt Securities of such series which shall have become due by such declaration, shall have been
cured or shall have been waived in accordance with Section 7.07 or provision deemed by the Trustee
to be adequate shall have been made therefor — then and in every such case the Holders of at least
a majority in aggregate principal amount of the Debt Securities of such series then Outstanding, by
written notice to the Company and to the Trustee, may rescind and annul such declaration and its
consequences; but no such rescission and annulment shall extend to or shall affect any subsequent
default, or shall impair any right consequent thereon.




          In case the Trustee or any Holders shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned because of such
rescission and annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company, the Trustee and the Holders shall be restored
respectively to their several positions and rights hereunder, and all rights, remedies and powers
of the Company, the Trustee and the Holders shall continue as though no such proceeding had been
taken.



          SECTION 7.02. Payment of Debt Securities Upon Default; Suit Therefor. The Company
covenants that (a) in case default shall be made in the payment of any installment of interest upon
any Debt Security of any series as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (b) in case default shall be made in the payment
of the principal of and premium, if any, on any Debt Security of any series as and when the same
shall have become due and payable, whether at maturity of the Debt Security or upon redemption or
by declaration or otherwise or (c) in case default shall be made in the making or satisfaction of
any sinking fund payment or analogous obligation with respect to the Debt Securities of any series
when the same becomes due by the terms of the Debt Securities of any series—then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the Holders (or Holders of
Debt Securities of any such series in the case of clause (c) above), the whole amount that then
shall have become due and payable on any such Debt Security (or Debt Securities of any such series
in the case of clause (3) above) for principal and premium, if any, or interest, or both, as the
case may be, with interest upon the overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue installments of
interest at the rate borne by the Debt Securities of such series or as otherwise provided in the
form of Debt Security of such series; and, in



33









 





addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including a reasonable compensation to the Trustee, its agents, attorneys and counsel,
and any expenses or liabilities incurred and advances made by the Trustee, except compensation or
advances arising, or expenses or liabilities incurred, as a result of the Trustee’s negligence or
bad faith.




          Until such demand is made by the Trustee, the Company may pay the principal of and
premium, if any, and interest on the Debt Securities of any series to the Persons entitled thereto,
whether or not the principal of and premium, if any, and interest on the Debt Securities of such
series are overdue.



          In case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other obligor on such Debt
Securities and collect, in the manner provided by law out of the property of the Company or any
other obligor on such Debt Securities wherever situated, the moneys adjudged or decreed to be
payable. If any Event of Default with respect to any series of Debt Securities 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 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.



          In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Debt Securities of any series under the
Federal bankruptcy laws or any other applicable law, or in case a receiver or trustee shall have
been appointed for the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the Debt Securities of
any series, or to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debt Securities of such series 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 pursuant to the provisions of this Section 7.02, shall be entitled and
empowered by intervention in such proceedings or otherwise, (a) to file and prove a claim or claims
for the whole amount of principal and interest owing and unpaid in respect of the Debt Securities
of such series, and, in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and
of the Holders of the Debt Securities of such series allowed in such judicial proceedings relative
to the Company or any other obligor on such Debt Securities, its or their creditors, or its or
their property, (b) unless prohibited by applicable law and regulations, to vote on behalf of the
Holders of any Debt Securities of any series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency proceedings or person
performing similar functions in comparable proceedings, and (c) to collect



34









 





and receive any moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the Holders of the Debt
Securities of such series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to the Trustee such
amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred and advances made by the
Trustee except compensation or advances arising, or expenses or liabilities incurred, as a result
of the Trustee’s negligence or bad faith.




          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 or reorganization, arrangement,
adjustment or composition affecting the Debt Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder (except, as aforesaid, for the
election of a trustee in bankruptcy or other Person performing similar functions) in any such
proceeding.



          All rights of action and of asserting claims under this Indenture, or under any of
the Debt Securities of any series, may be enforced by the Trustee without the possession of any of
such Debt Securities, or the production thereof on any trial or other proceeding relative thereto,
and any such suit or proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the
Holders of the Debt Securities of such series in respect of which such judgment has been recovered.



          In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be a party), the
Trustee shall be held to represent all the Holders of the Debt Securities in respect to which such
action was taken, and it shall not be necessary to make any Holders of such Debt Securities parties
to any such proceedings.



          SECTION 7.03. Application of Moneys Collected by Trustee. Any moneys collected by
the Trustee pursuant to Section 7.02 shall be applied in the order following, at the date or dates
fixed by the Trustee for the distribution of such moneys, upon presentation of the Debt Securities
of such series, and stamping thereon the payment, if only partially paid, and upon surrender
thereof, if fully paid:



     FIRST: To the payment of costs and expenses of collection and reasonable compensation to
the Trustee, its agents, attorneys and counsel, and of all other expenses and liabilities incurred,
and all advances made, by the Trustee except compensation or advances arising, or expenses or
liabilities incurred, as a result of its negligence or bad faith, and any other amounts owing the
Trustee under Section 8.06;



     SECOND: To the payment of the amounts then due and unpaid to the holders of Senior
Indebtedness, to the extent required by Article Sixteen;



35









 





     THIRD: In case the principal of the Debt Securities of such series shall not have become
due and be unpaid, to the payment of interest on such Debt Securities, in the order of the maturity
of the installments of such interest, with interest (to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the rate borne by such Debt
Securities, such payments to be made ratable to the Persons entitled thereto;



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



     FIFTH: To the payment of any surplus then remaining to the Company, its successors or
assigns, or to whomsoever may be lawfully entitled to receive the same.



          SECTION 7.04. Proceedings by Holders. No Holder of any Debt Security of any series
shall have any right by virtue of or by availing of any provision of this Indenture to institute
any suit, action or proceeding in equity or at law or in bankruptcy or otherwise upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of
default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than 25% in aggregate principal amount of the Debt Securities of such series then
Outstanding shall have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit or proceeding (and
no direction inconsistent with such written request shall have been given to the Trustee pursuant
to Section 7.07), it being understood and intended, and being expressly covenanted by the taker and
Holder of every Debt Security of every series with every other taker and Holder and the Trustee,
that no one or more Holders of Debt Securities 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



36









 





of any other Holder of such Debt Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all Holders of Debt
Securities.




          SECTION 7.05. Proceedings by Trustee. In case of an Event of Default hereunder the
Trustee may in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.



          SECTION 7.06. Remedies Cumulative and Continuing. All powers and remedies given by
this Article Seven to the Trustee or to the Holders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to
the Trustee or the Holders, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture, and no delay or omission of
the Trustee or of any Holder to exercise any right or power accruing upon any default occurring and
continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver
of any such default or an acquiescence therein; and, subject to the provisions of Section 7.04,
every power and remedy given by this Article Seven or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the
Holders.



          SECTION 7.07. Direction of Proceedings and Waiver of Defaults by Majority of
Holders. The Holders of a majority in aggregate 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 by this Indenture; provided, however, that (subject
to the provisions of Section 8.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee shall determine upon advice of counsel that the action or proceeding so
directed may not lawfully be taken or would be materially and unjustly prejudicial to the rights of
Holders not joining in such direction or if the Trustee in good faith by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceeding so directed would involve the Trustee in
personal liability or if the Trustee in good faith shall so determine that the actions or
forebearances specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Debt Securities of all series not joining in the giving of said
direction, it being understood that (subject to Section 8.01) the Trustee shall have no duty to
ascertain whether or not such actions or forebearances are duly prejudicial to such Holders. The
Trustee may take any other action deemed proper by the Trustee not inconsistent with such
direction. Subject to Section 7.01, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all the Debt Securities



37









 





of such series waive any past default or Event of Default hereunder and its consequences except a
default in the payment of principal of or premium, if any, or interest on such Debt Securities, or
a default in the making of any sinking fund payment with respect to such Debt Securities. Upon any
such waiver the Company, the Trustee and the Holders of such Debt Securities shall be restored to
their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent thereon. Whenever
any default or Event of Default shall have been waived as permitted by this Section 7.07, said
default or Event of Default shall for all purposes of the Debt Securities and this Indenture be
deemed to have been cured and to be not continuing.




          This Section 7.07 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the
Trust Indenture Act of 1939 and such Sections 316(a)(1)(A) and Section 316(a)(1)(B) are hereby
expressly excluded from this Indenture, as permitted by the Trust Indenture Act of 1939.



          SECTION 7.08. Notice of Defaults. The Trustee shall give the Holders notice of any
default hereunder as and to the extent provided by the Trust Indenture Act of 1939; provided,
however, that in the case of any default of the character specified in Section 7.07(d), no such
notice to Holders shall be given until at least 60 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.



          SECTION 7.09. Undertaking to Pay Costs. In any suit for the enforcement of any right
or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act of 1939; provided that neither
this Section nor the Trust Indenture Act of 1939 shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the Company, and any
provision of the Trust Indenture Act of 1939 to such effect is hereby expressly excluded from this
Indenture, as permitted by the Trust Indenture Act of 1939.



          SECTION 7.10. Unconditional Right of Holders to Receive Principal, Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder of any Debt Security
shall have the rights, which are absolute and unconditional, to receive payment of the principal
of, premium, if any, and (subject to Section 3.08) interest on such Debt Security on the respective
Stated Maturities expressed in such Debt Security (or in the case of redemption or repayment, on
the date for redemption or repayment, as the case may be) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder.



38









 






ARTICLE EIGHT.




Concerning the Trustee.




          SECTION 8.01. Duties and Responsibilities of Trustee. The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act of 1939.
Notwithstanding the foregoing, no implied covenants or obligations, except as provided by the Trust
Indenture Act of 1939, shall be read into this Indenture against the Trustee, and 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. Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.



          SECTION 8.02. Reliance on Documents, Opinions, etc. Subject to the provisions of
Section 8.01,



     (a) the Trustee may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, note or other paper document believed by it to be genuine and to have been
signed or presented by the proper party or parties;



     (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless otherwise evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;



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



     (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request, order or direction of any of the Holders, pursuant to the
provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be incurred therein or
thereby;



39









 





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



     (f) prior to the occurrence of an Event of Default with respect to the Debt Securities of
any series and after the curing or waiving of all Events of Default with respect to such Debt
Securities, the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond, debenture, note, or other paper or document, unless requested in
writing to do so by the Holders of not less than a majority in principal amount of such Debt
Securities then Outstanding; provided, however, that the reasonable expenses of every such
investigation shall be paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand; and provided, further, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require reasonable
indemnity against such expenses or liabilities as a condition to so proceeding;



     (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 liable
or responsible for any misconduct, bad faith or negligence on the part of any agent or attorney
appointed with due care by it hereunder;



     (h) the Trustee shall not be deemed to have knowledge of any default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or Holders of greater than
50% of the outstanding principal amount of Debt Securities of any series shall have notified the
Trustee thereof; and



     (i) the permissive rights of the Trustee enumerated herein shall not be construed as
duties.



          SECTION 8.03. No Responsibility for Recitals, etc. The recitals contained herein and
in the Debt Securities (except in the Trustee’s certificate of authentication) shall be taken as
the statements of the Company, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or
of the Debt Securities of any series. The Trustee represents that it is duly authorized to execute
and deliver this Indenture and perform its obligations hereunder. Neither the Trustee nor the
Authenticating Agent shall be accountable for the use or application






40









 







by the Company or any Debt Securities or the proceeds of any Debt Securities authenticated and
delivered by the Trustee in conformity with the provisions of this Indenture.




          SECTION 8.04. Trustee and Agents May Own Debt Securities. The Trustee, any paying
agent, or any agent of the Trustee or the Company under this Indenture, in its individual or any
other capacity, may become the owner or pledgee of Debt Securities of any series with the same
rights it would have if it were not Trustee or such agent and, subject to Sections 8.08 and 8.13,
if operative, may otherwise deal with the Company and receive, collect, hold, and retain
collections from the Company with the same rights it would have if it were not the Trustee or such
agent.



          SECTION 8.05. Moneys to be Held in Trust. Subject to the provisions of
Section 13.04, all moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any paying agent shall be
under any liability for interest on any moneys received by it hereunder except such as it may agree
with the Company to pay thereon. So long as no Event of Default with respect to the Debt Securities
of any series shall have occurred and be continuing, all interest allowed on any such moneys shall
be paid from time to time upon the written order of the Company, signed by its President, its Chief
Financial Officer, any Vice President, its Treasurer or an Assistant Treasurer.



          SECTION 8.06. Compensation and Expenses of Trustee. The Company covenants and agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Company will pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the reasonable compensation and
the expenses and disbursements of its counsel and all persons not regularly in its employ and any
amounts paid by the Trustee to any Authenticating Agent pursuant to Section 8.14) except any such
expense, disbursement or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, or the performance of its duties
hereunder, including the current payment of all costs and expenses of defending itself against any
claim of liability in the premises. The obligations of the Company under this Section 8.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder. Such additional
indebtedness shall be secured by a lien prior to that of the Debt Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for the benefit of the
Holders of particular Debt Securities. When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 7.01(f) or Section 7.01(g), the expenses
(including the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any applicable Federal or
state bankruptcy, insolvency or other similar law.






41









 







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




          SECTION 8.07. Officers’ Certificate as Evidence. Subject to the provisions of
Section 8.01, whenever in the administration of the provisions of this Indenture the Trustee shall
deem it necessary or desirable that a matter be proved or established prior to taking or omitting
any action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and
such Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.



          SECTION 8.08. Conflicting Interest of Trustee. If the Trustee has or shall acquire
any conflicting interest within the meaning of the Trust Indenture Act of 1939, the Trustee shall
either eliminate such conflicting interest or resign in the manner provided by, and subject to the
provisions of, the Trust Indenture Act of 1939 and this Indenture.



          SECTION 8.09. Eligibility of Trustee. There shall at all times be a Trustee with
respect to each series of Debt Securities hereunder which shall be a corporation organized and
doing business under the laws of the United States or any state or territory thereof or of the
District of Columbia authorized under such laws to exercise corporate trust power’s, having a
combined capital and surplus of at least $5,000,000, subject to supervision or examination by
Federal, state, territorial, or District of Columbia authority and having its principal office and
place of business in St. Paul, Minnesota, if there be such a corporation having its principal
office and place of business in said City and willing to act 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 8.09, 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. In
case at any time the Trustee with respect to any series of Debt Securities shall cease to be
eligible in accordance with the provisions of this Section 8.09, such Trustee shall resign
immediately in the manner and with the effect specified in Section 8.10.



          SECTION 8.10. Resignation or Removal of Trustee. (a) The Trustee may at any time
resign with respect to any series of Debt Securities by giving written notice by first class mail
of such resignation to the Company and to the Holders of such series of Debt Securities at their
addresses as they shall appear on the Debt Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect to such series by
written instrument, in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee with respect to such series shall have been so appointed and have accepted
appointment within 60 days after the mailing of such notice of resignation to the Holders, the
resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor trustee, or any Holder of such series of






42









 







Debt Securities who has been a bona fide Holder of a Debt Security or Debt Securities of such
series for at least six months may, subject to the provisions of Section 7.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment of a successor
trustee with respect to such series. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, appoint such successor trustee.




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



     (1) the Trustee shall fail to comply with the provisions of subsection (a) of Section 8.08
after written request therefor by the Company or by any Holder who has been a bona fide Holder of a
Debt Security or Debt Securities of such series for at least six months, unless the Trustee’s duty
to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act
of 1939, or



     (2) the Trustee shall cease to be eligible in accordance with the provisions of
Section 8.09 and shall fail to resign after written request therefor by the Company or by any such
Holder of a note of such series, or



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


then, in any such case, the Company may remove the Trustee with respect to such series and appoint
a successor trustee for such series by written instrument, in duplicate, executed on instruction of
the President, The Chief Financial Officer or the Treasurer of the Company, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.09, any Holder who has been a bona fide Holder of a Debt
Security or Debt Securities of such 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 and the appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove such Trustee and
appoint such successor trustee.




          (c) The Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series may at any time remove the Trustee with respect to such series by
delivering to the Trustee so removed, to the successor trustee so appointed and to the Company the
evidence provided for in Section 9.01 of the action in that regard taken by the Holders, and
nominate a successor Trustee which shall be deemed appointed as successor Trustee unless within ten
days after such nomination the Company objects thereto, in which case the Trustee so removed or any
Holder of a Debt Security or Debt Securities of such series, upon the terms and conditions and
otherwise as in subsection (a) of this Section 8.10 provided, may petition any court of competent
jurisdiction for an appointment of a successor Trustee with respect to such series.






43









 








          (d) Any resignation or removal of the Trustee with respect to all or any series of
Debt Securities and any appointment of a successor Trustee pursuant to any of the provisions of
this Section 8.10 shall become effective upon acceptance of appointment by the successor Trustee as
provided in Section 8.11.



          SECTION 8.11. Acceptance by Successor Trustee. Any successor Trustee appointed as
provided in Section 8.10 shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective with respect to all or any
series as to which it is resigning as Trustee, and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its
predecessor hereunder with respect to all or any such series, with like effect as if originally
named as Trustee herein with respect to all or any such series; nevertheless, on the written
request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment
of any amounts then due it pursuant to the provisions of Section 8.06, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of the Trustee with
respect to all or any such series so ceasing to act. Upon request of any such successor Trustee,
the Company shall execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee
with respect to all or any series as to which it is resigning as Trustee, to secure any amounts and
shall be entitled to any indemnities then due it pursuant to the provisions of Section 8.06.



          No successor Trustee shall accept appointment as provided in this Section 8.11
unless at the time of such acceptance such successor Trustee shall be qualified under the
provisions of Section 8.08 and eligible under the provisions of Section 8.09.



          Upon acceptance of appointment by a successor Trustee with respect to all or any
series of Debt Securities as provided in this Section 8.11, the Company shall mail notice of the
succession of such Trustee hereunder to the Holders of Debt Securities of such series at their
addresses as they shall appear on the Debt Security Register. If the Company fails to mail such
notice within ten days after acceptance of appointment by the successor Trustee, the successor
Trustee shall cause such notice to be mailed at the expense of the Company.



          In case 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 and each
successor Trustee with respect to the Debt Securities of any applicable series shall execute and
deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Debt Securities of any series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-trustees of the same






44









 







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.




          SECTION 8.12. Succession by Merger, etc. Subject to Sections 8.08 and 8.09, any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto.



          In case at the time any successor to the Trustee shall succeed to the trusts created
by this Indenture any of the Debt Securities shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any predecessor
Trustee, and deliver such Debt Securities so authenticated; and in case at that time any of the
Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Debt Securities either in the name of such successor Trustee or, if such successor Trustee is
a successor by merger, conversion or consolidation, the name of any predecessor hereunder; and in
all such cases such certificate shall have the full force which it is anywhere in the Debt
Securities or in this Indenture provided that the certificate of the Trustee shall have.



          SECTION 8.13. Limitation on Rights of Trustee as a Creditor. If and when the Trustee
shall be or become a creditor of the Company (or any other obligor upon the Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act of 1939 regarding the
collection of claims against the Company (or any such other obligor).



          SECTION 8.14. Authenticating Agents. There may be an Authenticating Agent or
Authenticating Agents appointed by the Trustee from time to time with power to act on its behalf
and subject to its direction in the authentication and delivery of any series of Debt Securities
issued upon original issuance, exchange, transfer or redemption thereof as fully to all intents and
purposes as though such Authenticating Agent (or Authenticating Agents) had been expressly
authorized to authenticate and deliver such Debt Securities, and Debt Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all
purposes as though authenticated by the Trustee hereunder. For all purposes of this Indenture, the
authentication and delivery of Debt Securities by any Authenticating Agent pursuant to this Section
8.14 shall be deemed to be the authentication and delivery of such Debt Securities “by the
Trustee”, and whenever this Indenture provides that “the Trustee shall authenticate and deliver”
Debt Securities or that Debt Securities “shall have been authenticated and delivered by the
Trustee”, such authentication and delivery by any Authenticating Agent shall be deemed to be
authentication and delivery by the Trustee. Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of America or of any
State or Territory or the District of Columbia, with a combined capital and surplus of at least
$5,000,000 and authorized under such laws to act as an authenticating agent, duly registered to act
as such, if and to the extent required by applicable law and subject to supervision or examination
by Federal or State authority. If such corporation






45









 







publishes reports of its condition at least annually pursuant to law or the requirements of such
authority, then for the purposes of this Section 8.14 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 8.14, or to be duly registered if and to the
extent required by applicable law and regulations, it shall resign immediately in the manner and
with the effect herein specified in this Section 8.14.




          Whenever reference is made in this Indenture to the authentication and delivery of
Debt Securities of any series by the Trustee or the Trustee’s certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of the Trustee by its
Authenticating Agent appointed with respect to the Debt Securities of such series and a certificate
of authentication executed on behalf of the Trustee by its Authenticating Agent appointed with
respect to the Debt Securities of such series.



          Any corporation into which any Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger, consolidation or
conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the
authenticating agency business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this
Section 8.14, without the execution or filing of any paper or any further act on the part of the
parties hereto or such Authenticating Agent or such successor corporation.



          In case at the time such successor to any such agency shall succeed to such agency
any of the Debt Securities shall have been authenticated but not delivered, any such successor to
such Authenticating Agent may adopt the certificate of authentication of any predecessor
Authenticating Agent and deliver such Debt Securities so authenticated; and in case at that time
any of the Debt Securities shall not have been authenticated, any successor to any Authenticating
Agent may authenticate such Debt Securities either in the name of any predecessor hereunder or in
the name of the successor Authenticating Agent; and in all cases such certificate shall have the
full force which it has anywhere in the Debt Securities or in this Indenture provided that the
certificate of the predecessor Authenticating Agent shall have had such force; provided, however,
that the right to adopt the certificate of authentication of any predecessor Authenticating Agent
or to authenticate Debt Securities in the name of any predecessor Authenticating Agent shall apply
only to its successor or successors by merger, conversion or consolidation.



          Any Authenticating Agent may at any time resign as Authenticating Agent with respect
to any 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 any 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 Authenticating Agent shall cease to be eligible



46









 





under this Section 8.14, the Trustee may, and shall, upon request of the Company, promptly use its
best efforts to appoint a successor Authenticating Agent.




          Upon the appointment, at any time after the original issuance of any of the Debt
Securities, of any successor, additional or new Authenticating Agent, the Trustee shall give
written notice of such appointment to the Company and shall at the expense of the Company mail
notice of such appointment to all Holders of Debt Securities of such series as the names and
addresses of such Holders appear on the Debt Security Register.



          Any successor Authenticating Agent with respect to any series of Debt Securities
upon acceptance of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as though originally named as an
Authenticating Agent herein with respect to such series. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.14 and duly registered if and to
the extent required under applicable law and regulations.



          Any Authenticating Agent by the acceptance of its appointment with respect to any
series of Debt Securities shall be deemed to have agreed with the Trustee that: it will perform and
carry out the duties of an Authenticating Agent as herein set forth with respect to such series,
including among other things the duties to authenticate and deliver Debt Securities when presented
to it in connection with exchanges, registrations of transfer or redemptions thereof; it will keep
and maintain, and furnish to the Trustee from time to time as requested by the Trustee appropriate
records of all transactions carried out by it as Authenticating Agent and will furnish the Trustee
such other information and reports as the Trustee may reasonably require; it is eligible for
appointment as Authenticating Agent under this Section 8.14 and will notify the Trustee promptly if
it shall cease to be so qualified; and it will indemnify the Trustee against any loss, liability or
expense incurred by the Trustee and will defend any claim asserted against the Trustee by reason of
any acts or failures to act of the Authenticating Agent with respect to such series but it shall
have no liability for any action taken by it at the specific written direction of the Trustee.



          The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation and expenses for its services, and the Trustee shall have no liability for such
payments.



          The provisions of Sections 8.02(a), (b), (c), (e) and (f), 8.03, 8.04, 8.06 (insofar
as it pertains to indemnification), 9.01, 9.02 and 9.03 shall bind and inure to the benefit of each
Authenticating Agent to the same extent that they bind and inure to the benefit of the Trustee.



          If an appointment with respect to one or more series is made pursuant to this
Section 8.14, the Debt Securities of such series may have endorsed thereon, in addition to the
Trustee’s certificate of authentication, an alternate certificate of authentication in the
following form:






47









 








          This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	As Trustee	 	As Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	-OR-
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	U.S. Bank National Association.	 	 
	 

	 	 

Authorized Officer
	 	 	 	As Authenticating Agent
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Authorized Officer
	 	 






ARTICLE NINE.




Concerning the Holders.




          SECTION 9.01. Action by Holders. Whenever in this Indenture it is provided that the
Holders of a specified percentage in aggregate principal amount of the Debt Securities of any
series may take any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action) the fact that at the time of taking
any such action the Holders of such specified percentage of such series have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders
of such series in person or by agent or proxy appointed in writing, or (b) by the record of the
Holders of such series voting in favor thereof at any meeting of such Holders duly called and held
in accordance with the provisions of Article Ten, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders of such series.



          SECTION 9.02. Proof of Execution by Holders. Subject to the provisions of
Sections 8.01, 8.02 and 10.05, proof of the execution of any instrument by a Holder or his agent or
proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may
be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The
ownership of Debt Securities shall be provided by the Debt Security Register or by a certificate of
the Debt Security registrar with respect to a series of Debt Securities.



          The record of any Holders’ meeting shall be proved in the manner provided in
Section 10.06.



48









 






          SECTION 9.03. Who Are Deemed Absolute Owners. The Company, the Trustee with respect
to a series of Debt Securities, and any agent of the Trustee or the Company under this Indenture
may deem the Person in whose name such Debt Security shall be registered upon the Debt Security
Register to be, and may treat him as, the absolute owner of such Debt Security (whether or not such
Debt Security shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Company, the Trustee or any such agent) for the purpose of
receiving payment of or on account of the principal of and premium, if any, and interest on such
Debt Security and for all other purposes; and neither the Company nor the Trustee nor any such
agent shall be affected by any notice to the contrary. All such payments so made to any Holder for
the time being or upon his order shall, to the extent of the sum or sums so paid, be effectual to
satisfy and discharge the liability for moneys payable upon any such Debt Security.



          SECTION 9.04. Company-Owned Debt Securities Disregarded. In determining whether the
Holders of the requisite aggregate principal amount of Debt Securities of any series have concurred
in any direction or consent under this Indenture, Debt Securities of such series which are owned by
the Company or any other obligor on the Debt Securities of such series or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the Company
or any other obligor on such Debt Securities shall be disregarded and deemed not to be Outstanding
for the propose of any such determinations; provided, however, that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction or consent only such Debt
Securities which a Responsible Officer of the Trustee knows are so owned shall be so disregarded.
Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding
notwithstanding this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee
the right of the pledgee to vote such Debt Securities and that the pledgee is not a Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. Upon request of the Trustee, the Company shall furnish to the
Trustee promptly an Officer’s Certificate listing and identifying all Debt Securities of a series,
if any, known by the Company to be owned or held by or for the account of the Company or any other
obligor on such Debt Securities or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any other obligor on such Debt
Securities; and, subject to the provisions of Section 8.01, the Trustee shall be entitled to accept
such Officers’ Certificates as conclusive evidence of the facts therein set forth and of the fact
that all such Debt Securities not listed therein are Outstanding for the purpose of any such
determination.



          SECTION 9.05. Revocation of Consents; Future Holders Bound. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any
series specified in this Indenture in connection with such action, any Holder of a Debt Security
which is shown by the evidence to be included in the Debt Securities the Holders of which have
consented to or are bound by consents to such action, may, by filing written notice with the
Trustee at its principal office and upon proof of holding as provided in Section 9.02, revoke such
action so far as concerns such Debt Security. Except as aforesaid any such action



49









 





taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon
all future Holders and owners of such Debt Security and of any Debt Security issued on transfer
thereof or in exchange or substitution therefor, irrespective of whether or not any notation in
regard thereto is made upon any such Debt Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Debt Securities specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the Trustee and the
Holders of all of the Debt Securities affected by such action.




ARTICLE TEN.




Holders’ Meetings.




          SECTION 10.01. Purposes of Meetings. A meeting of Holders of the Debt Securities of
all or any series may be called at any time and from time to time pursuant to the provisions of
this Article Ten for any of the following purposes:



     (1) to give any notice to the Company or to the Trustee with respect to such series, or to
give any directions to the Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by Holders pursuant to any of the
provisions of Article Seven;



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



     (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant
to the provisions of Section 11.02; or



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



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



          SECTION 10.03. Call of Meetings by Company or Holders. In case at any time the
Company, pursuant to a resolution by the Board of Directors, or the Holders of at



50









 





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




          SECTION 10.04. Qualifications for Voting. To be entitled to vote at any meeting of
Holders of Debt Securities a person shall (a) be a Holder of one or more Debt Securities of a
series affected by the action proposed to be taken or (b) be a Person appointed by an instrument in
writing as proxy by a Holder of one or more such Debt Securities. The rights of Holders of Debt
Securities to have their votes counted shall be subject to the provision in the definition of
“Outstanding” in Section 1.01. The only Persons who shall be entitled to be present or to speak at
any meeting of Holders of Debt Securities shall be the Persons entitled to vote at such meeting and
their counsel, any representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.



          SECTION 10.05. Regulations. 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, in regard to proof of the holding of Debt Securities and of the
appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the right to vote, and
such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise
permitted or required by any such regulation, the holding of Debt Securities shall be proved in the
manner specified in Section 9.02 and the appointment of any proxy shall be proved in the manner
specified in said Section 9.02 or by having the signature of the Person executing the proxy
witnessed or guaranteed by any bank, broker or trust company.



          The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Debt Securities
as provided in Section 10.03, in which case the Company or the Holders of Debt Securities as
provided in Section 10.03, in which case the Company or the Holders of Debt Securities calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a secretary of the meeting shall be elected by vote of the Holders of a majority in
aggregate principal amount of the Debt Securities represented at the meeting and entitled to vote.



          Subject to the provisions of Section 9.04, at any meeting each Holder of a Debt
Security of a series entitled to vote at such meeting or proxy shall be entitled to one vote for
each $1,000 principal amount 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 chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote except as a Holder of Debt
Securities of such series or proxy therefor. Any meeting of Holders of Debt Securities duly




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called pursuant to the provisions of Section 10.02 or 10.03 may be adjourned from time to time and
the meeting may be held as so adjourned without further notice.




          At any meeting of Holders of Debt Securities, the presence of Persons holding or
representing Debt Securities in an aggregate principal amount sufficient to take action upon the
business for the transaction of which such meeting was called shall be necessary to constitute a
quorum; but, if less than quorum be present, the Persons holding or representing a majority of the
Debt Securities represented at the meeting may adjourn such meeting with the same effect, for all
intents and purposes, as though a quorum had been present.



          SECTION 10.06. Voting. The vote upon any resolution submitted to any meeting of
Holders of Debt Securities shall be by written ballots on which shall be subscribed the signatures
of the holders of Debt Securities entitled to vote at such meeting or of their representatives by
proxy, and the letter or letters, serial number or numbers or other distinguishing marks of the
Debt Securities held or represented by him. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders of Debt Securities shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 10.02. The record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting.



          Any record so signed and verified shall be conclusive evidence of the matters
therein stated.



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



ARTICLE ELEVEN.




Supplemental Indentures.




          SECTION 11.01 Supplemental Indentures without Consent of Holders. The Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto (which shall conform



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to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution
thereof) for one or more of the following purposes:




     (a) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation of the covenants, agreements and
obligations of the Company pursuant to Articles Five and Twelve hereof;



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



     (c) to cure any ambiguity or to correct or supplement any provision contained herein or in
any supplemental indenture which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture; to convey, transfer, assign, mortgage or pledge
any property to or with the Trustee; or to make such other provisions in regard to matters or
questions arising under this Indenture as shall not adversely affect the interests of the Holders
of the Debt Securities;



     (d) to evidence and provide for the acceptance of appointment by another corporation as a
successor Trustee hereunder with respect to one or more series of Debt Securities 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 Section 8.11;



     (e) to modify, amend or supplement this Indenture in such a manner as to permit the
qualification of any indenture supplemental hereto under the Trust Indenture Act of 1939 as then in
effect, except that nothing herein contained shall permit or authorize the inclusion in any
indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust
Indenture Act of 1939;



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     (f) to provide for the issuance under this Indenture of Debt Securities in coupon form
(including Debt Securities registrable as to principal only) and to provide for exchangeability of
such Debt Securities with Debt Securities of the same series issued hereunder in fully registered
form and to make all appropriate changes for such purpose;



     (g) to change or eliminate any of the provisions of this Indenture, provided, however, that
any such change or elimination 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 provision; or



     (h) to establish any additional form of Debt Security, as permitted by Section 2.02, and to
provide for the issuance of any additional series of Debt Securities, as permitted by Section 3.01,
and to set forth the terms thereof.



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



          Any supplemental indenture authorized by the provisions of this Section 11.01 may be
executed by the Company and the Trustee without the consent of the Holders of any of the Debt
Securities at the time Outstanding, notwithstanding any of the provisions of Section 11.02.



          SECTION 11.02. Supplemental Indentures with Consent of Holders. With the consent
(evidenced as provided in Section 9.01) of the Holders of greater than 50% in aggregate principal
amount of the Outstanding Debt Securities of each series affected by such supplemental indenture
(all such Holders voting as a single 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 from time to
time and at any time enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders
of the Debt Securities of each series under this Indenture; provided, however, that no such
supplemental indenture shall (i) without the consent of the Holder of each Outstanding Debt
Security affected thereby, extend the fixed maturity of any Debt Security, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount thereof or any
premium thereon, or make the principal thereof or interest or premium thereon payable in any coin
or currency other than that provided in the Debt Securities or (ii) without the consent of the
Holders of all of the Outstanding Debt Securities of each series affected reduce the aforesaid
percentage of Debt Securities, the Holders



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of which are required to consent (a) to any such supplemental indenture, (b) to rescind and annul a
declaration that any Debt Securities are due and payable as a result of the occurrence of an Event
of Default, (c) to waive any past default under the Indenture and its consequences and (d) to waive
compliance with Sections 5.02 and 5.04 (other than 5.04(a)(1) and (2)) to 5.05, inclusive.




          Upon the request of the Company, accompanied by a copy of a Board Resolution
certified by its Secretary or Assistant Secretary authorizing the execution of any such
supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Holders
of Debt Securities as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such supplemental indenture.



          It shall not be necessary for the consent of the Holders of Debt Securities under
this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof.



          SECTION 11.03. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article Eleven, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the respective rights,
limitation of rights, obligations, duties and immunities under this Indenture of the Trustee, the
Company and the Holders of Debt Securities shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.



          SECTION 11.04. Notation on Debt Securities. Debt Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the provisions of this
Article Eleven may bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company or the Trustee shall so determine, new Debt Securities
of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors
to any modification of this Indenture contained in any such supplemental indenture may be prepared
and executed by the Company, authenticated by the Trustee and delivered in exchange for the
Outstanding Debt Securities of such series.



          SECTION 11.05. Evidence of Compliance of Supplemental Indenture to be Furnished
Trustee. The Trustee, subject to the provisions of Sections 8.01 and 7.02, shall receive, and shall
be fully protected in relying upon, in addition to the documents required by Section 15.05, an
Officer’s Certificate and an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant hereto complies with the requirements of this Article Eleven and is
authorized and permitted by this Indenture.



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ARTICLE TWELVE.




Consolidation, Merger, Sale and Conveyance.




          SECTION 12.01. Company May Consolidate, etc., on Certain Terms. Nothing contained in
this Indenture or in any of the Debt Securities shall prevent any consolidation or merger of the
Company with or into any other corporation or corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance or lease of all or
substantially all of the property of the Company to any other corporation (whether or not
affiliated with the Company) authorized to acquire and operate the same; provided, however, and the
Company hereby covenants and agrees, that any such consolidation, merger, sale, conveyance or lease
shall be upon the condition that (a) immediately after such consolidation, merger, sale, conveyance
or lease the corporation (whether the Company or such other corporation) formed by or surviving any
such consolidation or merger, or to which such sale, conveyance or lease shall have been made,
shall not be in default in the performance or observance of any of the terms, covenants and
conditions of this Indenture to be kept or performed by the Company; (b) the corporation (if other
than the Company) formed by or surviving any such consolidation or merger or to which such sale,
conveyance or lease shall have been made, shall be a corporation organized under the laws of the
United States of America or any state thereof; and (c) the due and punctual payment of the
principal of and premium, if any, and interest on all of the Debt Securities, according to their
tenor, and the due and punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed or observed by the Company, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee
by the Corporation (if other than the Company) formed by such consolidation, or into which the
Company shall have been merged, or by the corporation which shall have acquired or leased such
property.



          SECTION 12.02. Successor Corporation to be Substituted. In case of any such
consolidation, merger, sale, conveyance or lease and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in
form to the Trustee, of the due and punctual payment of the principal of and premium, if any, and
interest on all of the Debt Securities and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to performed or observed by the Company, such
successor corporation shall succeed to and be substituted for the Company, with the same effect as
if it had been named herein as the party of the first part, and (except in the event of a
conveyance by way of lease) the predecessor corporation shall be relieved of any further obligation
under this Indenture and the Debt Securities. Such successor corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of Johnson Controls, Inc. any or all of
the Debt Securities issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation instead of the
Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been
signed and delivered by the officers of the Company to the Trustee for authentication, and any Debt
Securities which such successor corporation



56









 





thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt
Securities of each series so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debt Securities of such series theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debt Securities had been issued
at the date of the execution hereof.




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



          SECTION 12.03. Opinion of Counsel to Be Given Trustee. The Trustee, subject to
Sections 8.01 and 8.02, shall receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance and any such assumption complies with the provisions of
this Article Twelve and that all conditions precedent herein provided relating to such transactions
have been complied with.



ARTICLE THIRTEEN.




Satisfaction and Discharge of Indenture.




          SECTION 13.01. Satisfaction, Discharge and Defeasance of Debt Securities of any
Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the
Debt Securities of a series, the provisions of this Indenture (except as to (x) the rights of
Holders of Debt Securities of such series to receive, from the money, in the currency required, and
Government Obligations deposited with the Trustee pursuant to Section 13.03 or the interest and
principal received by the Trustee in respect of such Government Obligations, payment of the
principal of (and premium, if any) and any installment of principal of (and premium, if any) or
interest on such Debt Securities on the Stated Maturities thereof or upon the Redemption Dates for
Debt Securities required to be redeemed pursuant to any mandatory sinking fund or analogous
provisions relating to Debt Securities of that series or pursuant to any call for redemption
relating to Debt Securities of that series, (y) the Company’s rights and obligations with respect
to such Debt Securities under Sections 3.06, 3.07, 13.03 and 13.04, 5.02, 5.04, 6.01, 8.06, 8.10,
8.11 and, to the extent applicable to such series, Article Four, so long as the principal of (and
premium, if any) and interest on the Debt Securities of such series remain unpaid and, thereafter,
only the Company’s rights and obligations under Sections 5.04, 8.06, 13.03 and 13.04, and (z) the
rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt Securities of
such series) as it relates to such Debt Securities shall no longer be in effect, and the Trustee,
at the expense of the Company, shall, upon Company Request, execute proper instruments
acknowledging the same if:



     (a) (1) all Debt Securities of such series therefore authenticated and delivered (other than
(i) Debt Securities which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.07 and (ii) Debt Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and



57









 




thereafter repaid to the Company or discharged from such trust, as provided in Sections 13.03 and
13.04) have been delivered to the Trustee for cancellation;




     (2) the Company has paid or caused to be paid in the currency required all other sums
payable under this Indenture in respect of the Debt Securities of such series; and



     (3) the Company has delivered to the Trustee an Officers’ Certificate, an Opinion of Counsel
and a written opinion of independent public accountants, each stating that all conditions precedent
herein provided for relating to the satisfaction of the entire indebtedness of all Debt Securities
of any such series and the discharge of the Indenture as it relates to such Debt Securities have
been complied with; or



     (b) (1) all Debt Securities of such series 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;



     (2) the condition described in paragraph (1) of Section 13.02 has been satisfied; and



     (3) the conditions described in paragraphs (a)(2) and (a)(3) of this Section 13.01 have been
satisfied; or



     (c) (1) the conditions referred to in paragraphs (b)(2) and (b)(3) of this Section 13.01
have been satisfied;



     (2) no Event of Default or event which with notice or lapse of time would become an Event of
Default shall have occurred and be continuing on the date of the deposit referred to in paragraph
(1) of Section 13.02 or on the ninety-first day after the date of such deposit; provided, however,
that should that condition fail to be satisfied on or before such ninety-first day, the Trustee
shall promptly, upon satisfactory receipt of evidence of such failure, return such deposit to the
Company;



     (3) the Company has either (i) delivered to the Trustee an opinion of counsel of a
nationally-recognized independent tax counsel to the effect that Holders of the Debt Securities of
such series will not recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and the satisfaction, discharge and defeasance contemplated by this paragraph (c) of
this Section 13.01 and will be subject to Federal income tax on the same amounts and in the same
manner and at the same



58









 




times as would have been the case if such deposit and defeasance had not occurred or (ii) the
Company shall have received from, or there shall have been published by, the United States Internal
Revenue Service a ruling to the effect stated in (i) of this Section 13.01(c)(3); and




     (4) the Company has received an Opinion of Counsel to the effect that the satisfaction,
discharge and defeasance contemplated by this Section 13.01 will not result in the delisting of the
Debt Securities of that series from any nationally-recognized securities exchange on which they are
listed.



          SECTION 13.02. Defeasance of Debt Securities of any Series. The provisions of this
Indenture (except as to (x) the rights of Holders of Debt Securities of any series to receive, from
the money, in the currency required, and Government Obligations deposited with the Trustee pursuant
to paragraph (1) below or the interest and principal received by the Trustee in respect of such
Government Obligations, payment of the principal of (and premium, if any) and any installment of
principal of (and premium, if any) or interest on such Debt Securities on the Stated Maturities
thereof or upon the Redemption Dates for Debt Securities required to be redeemed pursuant to any
mandatory sinking or analogous provisions relating to Securities of that series or pursuant to any
call for redemption relating to Debt Securities of that series, (y) the Company’s rights and
obligations with respect to such Debt Securities under Sections 3.06, 3.07, 13.03, 13.04, Article
Seven (other than subsections (d) and (e) of Section 7.01), Sections 5.01, 5.02, 5.04, 6.01, 8.06,
8.10, 8.11 and, to the extent application to such series, Article Four, so long as the principal of
(and premium, if any) and interest on the Debt Securities of such series remain unpaid and,
thereafter, only the Company’s rights and obligations under Sections 5.04, 8.06, 13.03 and 13.04,
and (z) the rights, powers, trusts, duties and immunities of the Trustee with respect to the Debt
Securities of such series) as it relates to Debt Securities of any series shall no longer be in
effect, and the Trustee, at the expense of the Company shall, upon Company Request, execute proper
instruments acknowledging the same if:



     (1) the Company has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose (A) the Dollars of Foreign Currency, as applicable, in an amount, or
(B) Government Obligations which through the payment of interest and principal in respect thereof
in accordance with their terms will provide on or before the due date of any payment in respect of
such series of Debt Securities in an amount, or (C) a combination thereof, sufficient, after
payment of all Federal, state and local taxes in respect thereof payable by the Trustee, in the
opinion of a nationally-recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge (i) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and interest on the
Outstanding Debt Securities of that series on the Stated Maturity of such principal or installment
of principal or interest and (ii) any mandatory sinking fund payments or analogous payments or
payments pursuant to any call for



59









 





redemption applicable to Debt Securities of such series on the day on which such payments are due
and payable in accordance with the terms of the Indenture and such Debt Securities;




     (2) no Event of Default or event which with notice or lapse of time would become an Event of
Default shall have occurred and be continuing on the date of such deposit;



     (3) the interest of the Holders in such deposit shall have been duly perfected under the
applicable provisions of the Uniform Commercial Code; and



     (4) 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 defeasance
contemplated by this Section have been complied with.



          SECTION 13.03. Application of Trust Funds; Indemnification. (a) Subject to the
provisions of Section 13.04, all money and Government Obligations deposited with the Trustee
pursuant to Section 13.01 or 13.02 and all money received by the Trustee in respect of Government
Obligations deposited with the Trustee, shall be held in trust and applied by it, in accordance
with the provisions of the Debt Securities and this Indenture, to the payment, either directly or
through any paying agent (including the Company acting as its own paying agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money and Government Obligations have been deposited with or received by the
Trustee as contemplated by Section 13.01 or 13.02.



          (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against Government Obligations deposited pursuant to
Section 13.01 or 13.02 or the interest and principal received in respect of such obligations, other
than any such tax, fee or other charge payable by or on behalf of Holders. The Company shall be
entitled to prompt notice of an assessment or the commencement of any proceeding for which
indemnification may be sought hereunder and, at its election, to contest such assessment or to
participate in, assume the defense of, or settle such proceeding.



          (c) 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 13.01 or 13.02 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 obligations or
money were deposited or received.



          (d) If the Trustee is unable to apply any money or Government Obligations in
accordance with Section 13.02 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company’s obligations under this Indenture and the Debt



60









 




Securities, if any, of such series shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.02 until such time as the Trustee is permitted to apply all such
money or Government Obligations in accordance with Section 13.02; provided, however, that if the
Company has made any payment of interest on or principal of (and premium, if any) on any Debt
Securities, if any, of such series because of the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such series of Debt Securities, if any, to
receive such payment from the money or Government Obligations held by the Trustee.




          SECTION 13.04. Return of Unclaimed Moneys. Any moneys deposited with or paid to the
Trustee or any paying agent for payment of the principal of and premium, if any, or interest on
Debt Securities and not applied but remaining unclaimed by the Holders of Debt Securities for two
years after the date upon which the principal of and premium, if any, or interest on such Debt
Securities, as the case may be, shall have become due and payable, shall be repaid to the Company
by the Trustee or such paying agent on demand; and the Holder of any of the Debt Securities
entitled to receive such payment shall thereafter look only to the Company for any payment thereof.



          SECTION 13.05. Reinstatement. If the Trustee is unable to apply any money or
Government Obligations in accordance with Sections 13.01 or 13.02 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company’s obligations under this Indenture and the
Debt Securities shall be revived and reinstated as though no deposit had occurred pursuant to
Sections 13.01 or 13.02 until such time as the Trustee is permitted to apply all such money or
Government Obligations in accordance with Sections 13.01 or 13.02; provided that, if the Company
has made any payment of principal of or interest on the Debt Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of
such Debt Securities to receive such payment from the money or Government Obligations held by the
Trustee.



ARTICLE FOURTEEN.




Immunity of Incorporators, Stockholders,

Officers and Directors.




          SECTION 14.01. Indenture and Debt Securities Solely Corporate Obligations. No
recourse under or upon any obligation, covenant or agreement of this Indenture, any supplemental
indenture, or of any Debt Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer, director or employee, as such, past,
present or future, of the Company or any Subsidiary or of any predecessor or 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, and that
no such personal liability whatever shall attach to, or is



61









 




or shall be incurred by, the incorporators, stockholders, officers, directors or employees, as
such, of the Company or of any predecessor or 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 implied thereby; 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, director or employee, 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 implied thereby, 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.




ARTICLE FIFTEEN.




Miscellaneous Provisions.




          SECTION 15.01. Provisions Binding on Successors of the Company. All of the
covenants, stipulations, promises and agreements in this Indenture contained by the Company shall
bind its successors and assigns whether so expressed or not.



          SECTION 15.02. Indenture for Sole Benefit of Parties and Holders of Debt Securities.
Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or be
construed to give to any Person, firm or corporation, other than the parties hereto, any agent of
the Trustee or the Company under this Indenture and the Holders of the Debt Securities, any legal
or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and provisions being,
subject to the provisions of Articles Twelve and Fourteen, for the sole benefit of the parties
hereto, any agent of the Trustee or the Company under this Indenture and the Holders of the Debt
Securities.



          SECTION 15.03. Addresses for Notices, etc. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by the Trustee or by the
Holders of Debt Securities on the Company may be given or served by being deposited, registered or
certified mail postage prepaid, in a post office letter box in the United States addressed (until
another address is filed by the Company with the Trustee) to the Company, 5757 North Green Bay
Road, Milwaukee, Wisconsin 53209, Attention: Secretary. Any notice, direction, request or demand by
any Holder of a Debt Security or the Company to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the principal office
of the Trustee, addressed to the attention of its Corporate Trust Department. Any notice, report or
other instrument required by any of the provisions of this Indenture to be given by the Trustee to
the Holders of Debt Securities of any or all series shall be deemed to have been sufficiently
given, for all purposes, when mailed by first class mail.



62









 






          SECTION 15.04. New York Contract. This Indenture and the Debt Securities shall for
all purposes be construed in accordance with and governed by the laws of the State of New York.



          SECTION 15.05. Evidence of Compliance with Conditions Precedent. Upon any Company
request to the Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions
precedent, if any (including any covenant, compliance with which constitutes a condition precedent)
provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have
been complied with, except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need be furnished.



          Each certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in this Indenture
shall include (1) a statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (4) a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied with.



          SECTION 15.06. Legal Holidays. In any case where the date of maturity of interest on
or principal of or premium, if any, on any series of Debt Securities or the date fixed for
redemption of any Debt Security or Debt Securities will be a legal holiday or a day on which
banking institutions are legally authorized or obligated to close in Delaware or any other location
where a paying agent appointed pursuant to Section 5.02 is located, then payment of such interest
on or principal of and premium, if any, on such Debt Securities need not be made by such paying
agent on such date but may be made by such paying agent on the next succeeding business day that is
not a day in such location that is either a legal holiday or a day on which banking institutions
are legally authorized or obligated to close, with the same force and effect as if made on such
date of maturity or the date fixed for redemption and no interest shall accrue for the period from
and after such prior date.



          SECTION 15.07. Trust Indenture Act of 1939 to Control. If any provision hereof
limits, qualifies or conflicts with the duties imposed by any of Sections 310 through 317 of the
Trust Indenture Act of 1939, by the operation of Section 318(c) thereof, such imposed duties shall
control, except as, and to the extent, expressly excluded from this Indenture, as permitted by the
Trust Indenture Act of 1939. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act of 1939 that may be so modified or excluded,



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the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded,
as the case may be.




          SECTION 15.08. Table of Contents, Headings, etc. The table of contents and the
titles and headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof, and shall in no way modify
or restrict any of the terms or provisions hereof.



          SECTION 15.09. Determination of Principal Amount. In determining whether the Holders
of the requisite principal amount of Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, (i) the principal amount of
an Original Issue Discount Debt Security that shall be deemed to be Outstanding for such purposes
shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof pursuant to Section 7.01,
(ii) the principal amount of any Debt Securities denominated in a Foreign Currency that shall be
deemed to be Outstanding for such purposes shall be determined by converting the Foreign Currency
into Dollars at the Market Exchange Rate as of the date of such determination and (iii) the
principal amount of any Indexed Debt Security that shall be deemed to be Outstanding for such
purposes shall be the amount of the principal face amount of such Indexed Debt Security at original
issuance, unless otherwise provided in or pursuant to this Indenture.



          SECTION 15.10. Execution in Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original and such counterparts shall together
constitute but one and the same instrument. U.S. Bank National Association hereby accepts the
trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set
forth.



ARTICLE SIXTEEN.




Subordination of Debt Securities.




          SECTION 16.01. Debt Securities Subordinated to Senior Indebtedness. The Company
covenants and agrees, and each Holder of Debt Securities, by his acceptance thereof, likewise
covenants and agrees, that the indebtedness represented by the Debt Securities and the payment of
any and all amounts payable in respect of each and all of the Debt Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full of Senior Indebtedness, whether outstanding on the date of this Indenture or
thereafter incurred, assumed or guaranteed.



          In the event (a) of any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company whether in a bankruptcy, insolvency,
reorganization or receivership proceeding or upon an assignment for the benefit of creditors or any
other marshalling of the assets and liabilities of the Company or otherwise,



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except a distribution in connection with a merger or consolidation or a conveyance or transfer of
all or substantially all of the properties of the Company which complies with the requirements of
Article Twelve, or (b) that a default shall have occurred and be continuing with respect to the
payment of any amount payable in respect of any Senior Indebtedness, or (c) that the principal of
the Debt Securities of any Series shall have been declared due and payable pursuant to Section 7.01
and such declaration shall not have been rescinded and annulled as provided in Section 7.01, then:



(1) in a circumstance described in the foregoing clause (a) or (b) the holders of all Senior
Indebtedness, and in the circumstance described in the foregoing clause (c) the holders of all
Senior Indebtedness outstanding at the time the principal of such Debt Securities (or in the case
of Original Issue Discount Debt Securities, such portion of the principal amount) shall have been
so declared due and payable, shall first be entitled to receive payment of the full amount due
thereon, or provision shall be made for such payment in money or money’s worth, before the Holders
of any of the Debt Securities are entitled to receive any payment in respect of the indebtedness
evidenced by the Debt Securities;



(2) any payment by, or distribution of assets of, the Company of any kind or character, whether in
cash, property or securities (other than securities of the Company as reorganized or readjusted or
securities of the Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent provided in this Article
with respect to the Debt Securities, to the payment of all Senior Indebtedness, provided that the
rights of the holders of the Senior Indebtedness are not altered by such reorganization or
readjustment), to which the Holders of any of the Debt Securities would be entitled except for the
provisions of this Article shall be paid or delivered by the person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
directly to the holders of such Senior Indebtedness or their representative or representatives or
to the trustee or trustees under any indenture under which any instrument evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of such Senior Indebtedness held or represented by each, to the extent necessary
to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any
concurrent payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness, before any payment or distribution is made to the Holders of the indebtedness
evidenced by the Debt Securities under this Indenture; and



(3) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of,
the Company of any kind or character, whether in




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cash, property or securities (other than securities of the Company as reorganized or readjusted or
securities of the Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent provided in this Article
with respect to the Debt Securities, to the payment of all Senior Indebtedness, provided that the
rights of the holders of Senior Indebtedness are not altered by such reorganization or
readjustment), shall be received by the Holders of any of the Debt Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be paid over to the holders of
such Senior Indebtedness or their representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior Indebtedness may have
been issued, ratably as aforesaid, for application to the payment of all Senior Indebtedness
remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving
effect to any concurrent payment or distribution (or provision therefor) to the holders of such
Senior Indebtedness.




          SECTION 16.02. Subrogation. Subject to the payment in full of all Senior
Indebtedness to which the indebtedness evidenced by the Debt Securities is in the circumstances
subordinated as provided in Section 16.01, the Holders of the Debt Securities shall be subrogated
to the rights of the holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to such Senior Indebtedness until all
amounts owing on the Debt Securities shall be paid in full, and, as between the Company, its
creditors other than holders of such Senior Indebtedness, and the Holders of the Debt Securities,
no such payment or distribution made to the holders of such Senior Indebtedness by virtue of this
Article which otherwise would have been made to the Holders of the Debt Securities shall be deemed
to be a payment by the Company on account of such Senior Indebtedness, it being understood that the
provisions of this Article are and are intended solely for the purpose of defining the relative
rights of the Holders of the Debt Securities, on the one hand, and the holders of Senior
Indebtedness.



          SECTION 16.03. Obligation of the Company Unconditional. Nothing contained in this
Article or elsewhere in this Indenture or in the Debt Securities is intended to or shall impair, as
between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders
of the Debt Securities, the obligation of the Company, which is absolute and unconditional, to pay
to the Holders of the Debt Securities the principal of and interest on and any additional amounts
owing in respect of the Debt Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative rights of the Holders
of the Debt Securities and creditors of the Company other than the holders of Senior Indebtedness
nor shall anything herein or therein prevent the Trustee or the Holder of any Debt Security from
exercising all remedies otherwise permitted by applicable law upon default under this Indenture,
subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect
of cash, property or securities of the Company received upon the exercise of any such remedy.



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          Upon any payment or distribution of assets of the Company referred to in this
Article, the Trustee and the Holders of the Debt Securities shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which any such dissolution, winding
up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the benefit of creditors,
liquidating trustee or agent or other person making any payment or distribution, delivered to the
Trustee or to the Holders of the Debt Securities, for the purpose of ascertaining the persons
entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the amount paid or
distributed thereon and all other facts pertinent thereto or to this Article.



          SECTION 16.04. Payments on Debt Securities Permitted. Nothing contained in this
Article or elsewhere in this Indenture, or in any of the Debt Securities, shall affect the
obligation of the Company to make, or prevent the Company from making, payment of the principal of
or interest on or any additional amounts owing in respect of the Debt Securities in accordance with
the provisions hereof and thereof, except as otherwise provided in this Article.



          SECTION 16.05. Effectuation of Subordination by Trustee. Each Holder of Debt
Securities, by his acceptance thereof, authorizes and directs the Trustee in his behalf to take
such action as may be necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his attorney in fact for any and all such purposes.



          SECTION 16.06. Knowledge of Trustee. Notwithstanding the provisions of this Article
or any other provisions of this Indenture, the Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness and shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of moneys to or by the Trustee, or the
taking of any other action by the Trustee, unless and until the Trustee shall have received written
notice thereof from the Company, any Holder of Debt Securities, any paying or conversion agent of
the Company or the holder or representative of any class of Senior Indebtedness; provided, however,
that if the Trustee shall not have received the notice provided for in this Section at least three
Business Days prior to the date upon which, by the terms hereof, any money may become payable for
any purpose (including, without limitation, the payment of the principal of or interest on, or
additional amounts owing in respect of, any Debt Security) then, anything herein contained to the
contrary notwithstanding, the Trustee shall have all power and authority to receive such money and
to apply the same to the purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it during or after such three Business Day period.



          SECTION 16.07. Trustee May Hold Senior Indebtedness. The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with respect to any Senior
Indebtedness at the time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in Section 313 of the TIA or elsewhere in this Indenture shall deprive the Trustee of
any of its rights as such holder.



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          Nothing in this Article shall subordinate any claims of, or payments to, the Trustee
(under or pursuant to Section 8.06) to Senior Indebtedness.



          SECTION 16.08. Rights of Holders of Senior Indebtedness Not Impaired. No right of
any present or future holder of any Senior Indebtedness to enforce the subordination herein shall
at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged
with.



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          IN WITNESS WHEREOF, JOHNSON CONTROLS, INC. has caused this Indenture to be executed by
its President and either its Chief Financial Officer or its Treasurer, and U.S. BANK NATIONAL
ASSOCIATION has caused this Indenture to be executed by one of its Officers, as of the day and year
first written above.



	 	 	 	 	 	 	 
	 	 	JOHNSON CONTROLS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL
ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By