Exhibit 4.4



 EXHIBIT 4.4
                 
  

  
 CHESAPEAKE CORPORATION 
  
 AND 
  
 WACHOVIA BANK, NATIONAL ASSOCIATION, Trustee 
  

  
 Indenture 
  
 Dated as of
                     , 200     
  
 Subordinated Debt Securities 
  








 Reconciliation and Tie Between 
 the Trust Indenture Act of 1939 and Indenture, 
 Dated as of
                     , 200    * 
  

	 Trust Indenture
 Act Section

	  	 Indenture Section    


	 Section 310(a)(1)
	  	609
	               (a)(2)
	  	609
	               (a)(3)
	  	Not Applicable
	               (a)(4)
	  	Not Applicable
	               (a)(5)
	  	608, 610
	               (b)
	  	608, 610
	               (c)
	  	Not Applicable
	 Section 311(a)
	  	613
	               (b)
	  	613
	 Section 312(a)
	  	701, 702(a)
	               (b)
	  	702(b)
	               (c)
	  	703
	 Section 313(a)
	  	703
	               (b)
	  	703
	               (c)
	  	703
	               (d)
	  	703
	 Section 314(a)
	  	704, 1005
	               (b)
	  	Not Applicable
	               (c)(1)
	  	102
	               (c)(2)
	  	102
	               (c)(3)
	  	Not Applicable
	               (d)
	  	Not Applicable
	               (e)
	  	102
	               (f)
	  	Not Applicable
	 Section 315(a)
	  	601
	               (b)
	  	602
	               (c)
	  	601
	               (d)
	  	601
	               (e)
	  	514
	 Section 316(a)
	  	101
	               (a)(1)(A)
	  	512
	               (a)(1)(B)
	  	513
	               (a)(2)
	  	Not Applicable
	               (b)
	  	508
	 Section 317(a)(1)
	  	503
	               (a)(2)
	  	504
	               (b)
	  	1003
	 Section 318(a)
	  	107
	               (c)
	  	107



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








 TABLE OF CONTENTS 
  

	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
			
	 Section 101.
	  	Definitions.	  	1
	 Section 102.
	  	Compliance Certificates and Opinions.	  	9
	 Section 103.
	  	Form of Documents Delivered to Trustee.	  	9
	 Section 104.
	  	Acts of Holders; Record Dates.	  	10
	 Section 105.
	  	Notices, Etc., to Trustee and Company.	  	11
	 Section 106.
	  	Notice to Holders; Waiver.	  	12
	 Section 107.
	  	Conflict with Trust Indenture Act.	  	12
	 Section 108.
	  	Effect of Headings and Table of Contents.	  	12
	 Section 109.
	  	Successors and Assigns.	  	12
	 Section 110.
	  	Separability Clause.	  	12
	 Section 111.
	  	Benefits of Indenture.	  	13
	 Section 112.
	  	Governing Law.	  	13
	 Section 113.
	  	Legal Holidays.	  	13
		
	 ARTICLE TWO SECURITY FORMS
	  	13
			
	 Section 201.
	  	Forms of Securities.	  	13
	 Section 202.
	  	Form of Trustee’s Certificate of Authentication.	  	14
	 Section 203.
	  	Securities in Global Form.	  	14
		
	 ARTICLE THREE THE SECURITIES
	  	14
			
	 Section 301.
	  	Amount Unlimited; Issuable in Series.	  	14
	 Section 302.
	  	Denominations.	  	16
	 Section 303.
	  	Execution, Authentication, Delivery and Dating.	  	16
	 Section 304.
	  	Temporary Securities.	  	18
	 Section 305.
	  	Registration, Registration of Transfer and Exchange and Book-Entry Securities.	  	19
	 Section 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities.	  	21
	 Section 307.
	  	Payment of Interest; Interest Rights Preserved.	  	22
	 Section 308.
	  	Persons Deemed Owners.	  	23
	 Section 309.
	  	Cancellation.	  	23
	 Section 310.
	  	Computation of Interest.	  	24
	 Section 311.
	  	CUSIP Numbers.	  	24
		
	 ARTICLE FOUR SATISFACTION AND DISCHARGE
	  	24
			
	 Section 401.
	  	Satisfaction and Discharge of Indenture.	  	24
	 Section 402.
	  	Application of Trust Money.	  	25
		
	 ARTICLE FIVE REMEDIES
	  	25

  

 i 









	 Section 501.
	  	Events of Default.	  	25
	 Section 502.
	  	Acceleration of Maturity; Rescission and Annulment.	  	27
	 Section 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	29
	 Section 504.
	  	Trustee May File Proofs of Claim.	  	30
	 Section 505.
	  	Trustee May Enforce Claims Without Possession of Securities.	  	30
	 Section 506.
	  	Application of Money Collected.	  	30
	 Section 507.
	  	Limitation on Suits.	  	31
	 Section 508.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest.	  	31
	 Section 509.
	  	Restoration of Rights and Remedies.	  	32
	 Section 510.
	  	Rights and Remedies Cumulative.	  	32
	 Section 511.
	  	Delay or Omission Not Waiver.	  	32
	 Section 512.
	  	Control by Holders.	  	32
	 Section 513.
	  	Waiver of Past Defaults.	  	33
	 Section 514.
	  	Undertaking for Costs.	  	33
	 Section 515.
	  	Waiver of Stay or Extension Laws.	  	34
		
	 ARTICLE SIX THE TRUSTEE
	  	34
			
	 Section 601.
	  	Certain Duties and Responsibilities.	  	34
	 Section 602.
	  	Notice of Defaults.	  	35
	 Section 603.
	  	Certain Rights of Trustee.	  	36
	 Section 604.
	  	Not Responsible for Recitals or Issuance of Securities.	  	37
	 Section 605.
	  	May Hold Securities.	  	38
	 Section 606.
	  	Money Held in Trust.	  	38
	 Section 607.
	  	Compensation and Reimbursement.	  	38
	 Section 608.
	  	Disqualification; Conflicting Interests.	  	39
	 Section 609.
	  	Corporate Trustee Required; Eligibility.	  	39
	 Section 610.
	  	Resignation and Removal; Appointment of Successor.	  	39
	 Section 611.
	  	Acceptance of Appointment by Successor.	  	41
	 Section 612.
	  	Merger, Conversion, Consolidation or Succession to Business.	  	42
	 Section 613.
	  	Preferential Collection of Claims Against Company.	  	42
	 Section 614.
	  	Appointment of Authenticating Agent.	  	42
		
	 ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	  	44
			
	 Section 701.
	  	Company to Furnish Trustee Names and Addresses of Holders.	  	44
	 Section 702.
	  	Preservation of Information; Communications to Holders.	  	44
	 Section 703.
	  	Reports by Trustee.	  	45
	 Section 704.
	  	Reports by Company.	  	45
	 Section 705.
	  	Holders’ Meetings.	  	45
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	47
			
	 Section 801.
	  	Company May Consolidate, Etc., Only on Certain Terms.	  	47

  

 ii 









	 Section 802.
	  	Successor Substituted.	  	48
		
	 ARTICLE NINE SUPPLEMENTAL INDENTURES
	  	48
			
	 Section 901.
	  	Supplemental Indentures Without Consent of Holders.	  	48
	 Section 902.
	  	Supplemental Indentures With Consent of Holders.	  	50
	 Section 903.
	  	Execution of Supplemental Indentures.	  	51
	 Section 904.
	  	Effect of Supplemental Indentures.	  	51
	 Section 905.
	  	Conformity with Trust Indenture Act.	  	51
	 Section 906.
	  	Reference in Securities to Supplemental Indentures.	  	51
	 Section 907.
	  	Notice of Supplemental Indenture.	  	52
	 Section 908.
	  	Subordination Unimpaired.	  	52
		
	 ARTICLE TEN COVENANTS
	  	52
			
	 Section 1001.
	  	Payment of Principal, Premium and Interest.	  	52
	 Section 1002.
	  	Maintenance of Office or Agency.	  	52
	 Section 1003.
	  	Money for Securities Payments to Be Held in Trust.	  	53
	 Section 1004.
	  	Corporate Existence.	  	54
	 Section 1005.
	  	Statement by Officers as to Default.	  	54
	 Section 1006.
	  	Waiver of Certain Covenants.	  	54
	 Section 1007.
	  	Calculation of Original Issue Discount.	  	54
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
	  	55
			
	 Section 1101.
	  	Applicability of Article.	  	55
	 Section 1102.
	  	Election to Redeem; Notice to Trustee.	  	55
	 Section 1103.
	  	Selection by Trustee of Securities to Be Redeemed.	  	55
	 Section 1104.
	  	Notice of Redemption.	  	56
	 Section 1105.
	  	Deposit of Redemption Price.	  	56
	 Section 1106.
	  	Securities Payable on Redemption Date.	  	56
	 Section 1107.
	  	Securities Redeemed in Part.	  	57
		
	 ARTICLE TWELVE SINKING FUNDS
	  	57
			
	 Section 1201.
	  	Applicability of Article.	  	57
	 Section 1202.
	  	Satisfaction of Sinking Fund Payments with Securities.	  	57
	 Section 1203.
	  	Redemption of Securities for Sinking Fund.	  	58
		
	 ARTICLE THIRTEEN REPAYMENT OF SECURITIES AT OPTION OF HOLDERS
	  	58
			
	 Section 1301.
	  	Applicability of Article.	  	58
	 Section 1302.
	  	Notice of Repayment Date.	  	58
	 Section 1303.
	  	Deposit of Repayment Price.	  	59
	 Section 1304.
	  	Securities Payable on Repayment Date.	  	59
	 Section 1305.
	  	Securities Repaid in Part.	  	59

  

 iii 









	 ARTICLE FOURTEEN SUBORDINATION OF SECURITIES
	  	60
			
	 Section 1401.
	  	Securities Subordinate to Senior Indebtedness.	  	60
	 Section 1402.
	  	Trustee and Holders of Securities May Rely on Certificate of Liquidating Agent; Trustee May Require Further Evidence as to Ownership of Senior Indebtedness; Trustee Not Fiduciary
to Holders of Senior Indebtedness.	  	62
	 Section 1403.
	  	Payment Permitted If No Default.	  	63
	 Section 1404.
	  	Trustee Not Charged with Knowledge of Prohibition.	  	63
	 Section 1405.
	  	Trustee to Effectuate Subordination.	  	64
	 Section 1406.
	  	Rights of Trustee as Holder of Senior Indebtedness.	  	64
	 Section 1407.
	  	Article Applicable to Paying Agents.	  	64
	 Section 1408.
	  	Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Indebtedness.	  	64
		
	 ARTICLE FIFTEEN CONVERSION OF SECURITIES
	  	65
			
	 Section 1501.
	  	General.	  	65
	 Section 1502.
	  	Right to Convert.	  	65
	 Section 1503.
	  	Manner of Exercise of Conversion Privilege; Delivery of Common Stock; No Adjustment for Interest or Dividends.	  	65
	 Section 1504.
	  	Cash Payments in Lieu of Fractional Shares.	  	66
	 Section 1505.
	  	Conversion Price Adjustments; Effect of Reclassification, Mergers, Consolidations and Sales of Assets.	  	67
	 Section 1506.
	  	Taxes on Shares Issued.	  	70
	 Section 1507.
	  	Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock.	  	71
	 Section 1508.
	  	Responsibility of Trustee.	  	71
	 Section 1509.
	  	Covenant to Reserve Shares.	  	71
	 Section 1510.
	  	Other Conversions.	  	72
		
	 ARTICLE SIXTEEN IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS
	  	72
			
	 Section 1601.
	  	Immunity of Incorporators, Shareholders, Officers and Directors.	  	72

  

 iv 








 INDENTURE, dated as of
                     , 200    , between CHESAPEAKE CORPORATION, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (herein called the “Company”), having its principal office at James Center II, 1021 East Cary Street, Box 2350, Richmond, Virginia 23219-2350, and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”). 
  
 RECITALS OF THE COMPANY 
  
 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated
debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. 
  
 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

 
 For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
  
 ARTICLE ONE 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  
 Section 101. Definitions. 
  
 For all purposes of
this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  
 (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

  
 (2) all other terms used herein which are
defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 
  
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term “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; and 
  
 (4) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
  

 1 








 Certain terms, used principally in Article Six, are defined in that Article. 
  
 “Act”, when used with respect to any Holder, has the meaning
specified in Section 104. 
  
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control”, when used with respect to
any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
  
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Authorized Newspaper” means a newspaper of general circulation in
the relevant area, printed in the English language and customarily published on each Business Day therein. 
  
 “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board or any director or
directors and/or officer or officers of the Company to whom that board or committee shall have duly delegated its authority. 
  
 “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Business Day”, when used with respect to 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 or the city in which the Corporate Trust Office is located are authorized or obligated by law or executive order to close. 
  
 “Capital Stock”, as applied to the stock of any corporation, means the capital stock of every class whether now or
hereafter authorized, regardless of whether such capital stock shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution or winding up of such corporation. 
  
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  
 “Common Stock” means any Capital Stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. 
  

 2 








 “Company” means the Person named as the “Company” in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 
  
 “Company Request” or “Company Order” means a written
request or order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, and by its Chief Financial Officer, Controller, Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee. 
  
 “Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (i) all current liabilities, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the balance sheet of the Company and its consolidated Subsidiaries for the most recent fiscal quarter for which financial statements have been
filed with the Commission and computed in accordance with generally accepted accounting principles. For the purposes of this definition, any leasehold interest of the Company or any Restricted Subsidiary shall be deemed to be a tangible asset if the
rental obligations thereunder are included in Funded Debt. 
  
 “Conversion Price” means, with respect to any series of Securities which are convertible into Common Stock, the price per share of Common Stock at which the Securities of such series are so convertible as set forth in the Board
Resolution with respect to such series (or in any supplemental indenture entered into pursuant to Section 901(8) with respect to such series), as the same may be adjusted from time to time in accordance with Section 1505 (or such supplemental
indenture pursuant to Section 1501). 
  
 “Corporate Trust
Office” means, for purposes of presentation or surrender of Securities for payment, registration, transfer, exchange, purchase or conversion or for service of notices or demands upon the Company, the office of the Trustee located in the City of
New York at which at any particular time its corporate trust business shall be administered (which at the date of execution of this Indenture is located at 40 Broad Street, Fifth Floor, New York, New York 10004), and for all other purposes, the
office of the Trustee located in the City of Richmond, Virginia (which at the date of this Indenture is located at 1021 East Cary Street, Richmond, Virginia 23219, Attention: Corporate Trust Administration – VA 9646), or such other address as
the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from time to time by notice to the
Holders and the Company). 
  
 “corporation” includes
corporations, associations, companies and business trusts. 
  
 “Debt” means (without duplication), with respect to any Person, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person and (iv) every obligation of the type referred to in clauses (i) through (iii) of
another Person, the payment of which such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise (but only, in the case of this clause (iv), to the extent such Person has guaranteed or is
responsible or liable for such obligations). 
  

 3 








 “Defaulted Interest” has the meaning specified in Section 307. 
  
 “Depositary” means, with respect to the Securities of any series
issuable or issued in the form of a Global Security, a clearing agency registered under the Securities Exchange Act of 1934, as amended, or any successor thereto, which shall in either case be designated by the Company pursuant to Section 301 or 305
until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Securities of that series. 
  
 “Event of Default” has the meaning specified in Section 501. 
  
 “Funded Debt” means (a) all Debt of the Company and each Subsidiary
of the Company maturing on, or renewable or extendible at the option of the obligor to, a date more than one year from the date of the determination thereof, (b) capital lease obligations payable on a date more than one year from the date of the
determination thereof, (c) guarantees, direct or indirect, and other contingent obligations of the Company and each Subsidiary of the Company in respect of, or to purchase or otherwise acquire or be responsible or liable for (through the investment
of funds or otherwise), any obligations of the type described in the foregoing clauses (a) and (b) of others (but not including contingent liabilities on customer receivables sold with recourse), and (d) amendments, renewals, extensions and
refundings of any obligations of the type described in the foregoing clauses (a), (b) and (c). 
  
 “Global Security or Securities” means one or more fully registered Securities in global form evidencing all or a part of a series of Securities issued to the Depositary for such series or its nominee or
registered in the name of the Depositary or its nominee. 
  
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
  
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 301. 
  
 “interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only
after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
  
 “Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or by repayment or otherwise. 
  

 4 








 “Officers’ Certificate” means a certificate signed by at least two officers of the
Company, one signature being that of the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, and the other signature being that of the Chief Financial Officer, Controller, Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. 
  
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee. 
  
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount
thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 
  
 “Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except: 
  
 (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
  
 (ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 
  
 (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company. 
  

 5 








 provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (a) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, and (b) Securities owned by the Company or any other obligor upon the Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other
obligor. 
  
 “Paying Agent” means any Person authorized
by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof. 
  
 “Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as
contemplated by Section 301. 
  
 “Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  
 “Preferred Stock” means any Capital Stock of any class of the Company which has a preference over Common Stock in
respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not mandatorily redeemable or repayable, or redeemable or repayable at the option of the
Holder, otherwise than in shares of Common Stock or Preferred Stock of another class or series or with the proceeds of the sale of Common Stock or Preferred Stock. 
  
 “Principal Property” means any manufacturing or processing plant, converting plant, warehouse or distribution
center, including, in each case, the fixtures appurtenant thereto, owned and operated now or hereafter by the Company or any Restricted Subsidiary and having a book value on the date as of which the determination is being made of more than 3% of
Consolidated Net Tangible Assets; in each case other than (i) any property which in the opinion of the Board of Directors of the Company is not of material importance to the total business conducted by the Company as an entirety or (ii) any portion
of a particular property which is similarly found not to be of material importance to the use or operation of such property. 
  

 6 








 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
  
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means
the date specified for that purpose as contemplated by Section 301. 
  
 “Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant to this Indenture. 
  
 “Repayment Price” means, when used with respect to any Security to
be repaid at the option of the Holder, the price at which it is to be repaid by or pursuant to this Indenture. 
  
 “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee customarily performing corporate trust functions.

  
 “Restricted Subsidiary” means a Subsidiary of the
Company which owns a Principal Property as of the date hereof, but does not include a Subsidiary of the Company engaged primarily in the development and sale or financing of real property. 
  
 “Securities” has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
  
 “Senior Indebtedness” means the principal of, premium, if any, and
interest on, and any other payment due pursuant to the terms of, an instrument (including, without limitation, fees, expenses, collection expenses (including attorneys’ fees), interest yield amounts, post-petition interest (whether or not
earned) and taxes) creating, securing or evidencing any of the following, whether outstanding on the date of the Indenture or thereafter incurred or created: (a) all indebtedness of the Company for money borrowed or constituting reimbursement
obligations with respect to letters of credit and interest or currency swap agreements (including indebtedness secured by a mortgage, conditional sales contract or other lien which is (i) given to secure all or a part of the purchase price of
property subject thereto, whether given to the vendor of such property or to another, or (ii) existing on property at the time of acquisition thereof); (b) all indebtedness of the Company evidenced by notes, debentures, bonds or other securities
sold by the Company for money; (c) lease obligations (including but not limited to capitalized lease obligations); (d) all indebtedness of others of the kinds described in either of the preceding 

  

 7 








 
clauses (a) or (b) and all lease obligations and obligations of others of the kind described in the preceding clause (c) assumed by or guaranteed in any
manner by the Company or in effect guaranteed by the Company through an agreement to purchase, contingent or otherwise; and (e) all (whether initial or seriatim) renewals, deferrals, increases, extensions or refundings of and modifications to
indebtedness of the kinds described in any of the preceding clauses (a), (b) or (d) and all renewals or extensions of leases of the kinds described in either of the preceding clauses (c) or (d); unless, in the case of any particular indebtedness,
lease, renewal, extension or refunding, the instrument or lease creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness, lease, renewal, extension, deferral, increase, modification or
refunding is not superior in right of payment to the Securities or is expressly subordinated by its terms in right of payment to all other indebtedness of the Company (including the Securities). 
  
 “Special Record Date” for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal or such installment of
principal, premium, if any, or interest on such Security is due and payable. 
  
 “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of Capital Stock has such
voting power by reason of any contingency. 
  
 “Trustee”
means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

  
 “Trust Indenture Act” means the Trust Indenture Act
of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended. 
  
 “United States” means the United States of America. 
  
 “Vice President”, when used with respect to the Company, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”. 
  

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 Section 102. Compliance Certificates and Opinions. 
  
 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate provided
for in Section 1005) shall include: 
  
 (1) A statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition
has been complied with; and 
  
 (4) a statement
as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 
  
 Section 103. Form of Documents Delivered to Trustee. 
  
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents. 
  
 Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion are based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
  

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 Where any Person is required to make, give or execute two or more applications, requests, consents,
certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
  
 Section 104. Acts of Holders; Record Dates. 
  
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 
  
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 (c) The ownership of Securities shall be proved by the Security Register. 
  
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Security. 
  
 (e) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or
take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders of Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such series made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of
the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation or vote, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities,
only the Holders of Outstanding Securities of such series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action. 
  

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 (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard
to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such
principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such
different part. 
  
 (g) Without limiting the generality of the
foregoing, unless otherwise specified pursuant to Section 301 or pursuant to one or more indentures supplemental hereto, a Holder, including a Depositary that is the Holder of a Global Security, may make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and a Depositary that is the Holder of a Global Security may provide its
proxy or proxies to the beneficial owners of interests in any such Global Security through such Depositary’s standing instructions and customary practices. 
  

(h) The Trustee shall fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Security held
by a Depositary entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date. 
  
 Section 105. Notices, Etc., to Trustee and Company. 
  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  
 (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
  
 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: President, or at any other address previously
furnished in writing to the Trustee by the Company. 
  

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 Section 106. Notice to Holders; Waiver. 
  
 Where this Indenture or any Security provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders. Any notice to a Holder which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives such notice. Where this Indenture or any
Security provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  
 In case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to give
notice of any event to Holders by mail when such notice is required to be given pursuant to any provision of this Indenture or any Security, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder and thereunder. 
  
 Section 107.
Conflict with Trust Indenture Act. 
  
 If any provision
hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture Act through the operation of Section 318(c) thereof, such imposed duties shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or shall be deemed to be so excluded, as the case may be.

  
 Section 108. Effect of Headings and Table of Contents. 
  
 The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. 
  
 Section 109.
Successors and Assigns. 
  
 All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  
 Section 110. Separability Clause. 
  
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 
  

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 Section 111. Benefits of Indenture. 
  
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any Paying Agent, the Holders and the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Indenture; provided that this Section 111 shall not limit the rights
of any Holder of a Global Security to give any notice or take any action, or appoint any agents, with regard to any part or different parts of the principal amount of such Global Security pursuant to Section 104. 
  
 Section 112. Governing Law. 
  
 This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of said State without regard to the conflicts of laws and rules of said State. 
  
 Section 113. Legal Holidays. 
  
 In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium,
if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date or at the Stated Maturity,
provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment date or Stated Maturity, as the case may be. 
  
 ARTICLE TWO 
 SECURITY FORMS 
  
 Section 201. Forms of Securities. 
  
 The
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 or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities. If the form of Securities of any
series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
  

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 The Trustee’s certificates of authentication shall be in substantially the form set forth in this
Article. 
  
 The definitive Securities shall be printed,
lithographed or engraved or may be produced in any other manner permitted by the rules of any securities exchange upon which the Securities may be listed and (with respect to Global Securities of any Series) the rules of the Depositary, all as
determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  
 Section 202. Form of Trustee’s Certificate of Authentication. 
  
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

	WACHOVIA BANK,
	 NATIONAL ASSOCIATION, as Trustee

		
	 By
	 	  


	 	 	             Authorized Signatory



  
 Section 203. Securities in
Global Form. 
  
 If any Security of a series is issuable in
global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and also may provide that the aggregate amount of Outstanding Securities represented thereby may from
time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such
manner as shall be specified in such Security. Any instructions by the Company with respect to a Security in global form, after its initial issuance, shall be in writing but need not comply with Section 102. 
  
 ARTICLE THREE 
 THE SECURITIES 
  
 Section 301. Amount Unlimited; Issuable in Series. 
  
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
  
 The Securities may be issued in one or more series. All 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 distinction on account of the actual time of the authentication and delivery or Maturity of the Securities of such series. There shall be established in or
pursuant to a Board Resolution, and, to the extent not set forth therein, set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series: 
  
 (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other series of Securities); 
  

 14 








 (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of that series pursuant to Section 304, 305, 306, 906,
1107, 1305 or 1503); 
  
 (3) the date or dates,
or the method by which such date or dates will be determined or extended, on which the principal and premium, if any, of the Securities of the series is payable; 
  
 (4) the rate or rates (which may be fixed or floating), or the method of determination thereof, at which the
Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any
Interest Payment Date; 
  
 (5) the currency or
units based on or relating to currencies in which the Securities of the series shall be denominated or in which principal, interest and premium, if any, will or may be payable; 
  
 (6) if other than the Corporate Trust Office, the place or places where the principal of (and premium, if
any) and interest on Securities of the series shall be payable; 
  
 (7) the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company; 
  
 (8) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
  
 (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be
issuable; 
  
 (10) if other than the principal
amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
  
 (11) if the Securities of the series shall be issued in whole or in part in the form of a Global Security or
Securities, the Depositary for such Global Security or Securities; 
  

 15 








 (12) any addition to or change in the Events of Default which applies to any Securities
of the series; 
  
 (13) any addition to or change
in the covenants set forth in Article Ten which applies to Securities of the series; 
  
 (14) if the Securities of the series are convertible into Common Stock, the Conversion Price therefor, the period during which such
Securities are convertible and any terms and conditions for the conversion of such Securities which differ from Article Fifteen; and 
  
 (15) any other terms, conditions and provisions of the series (which terms, conditions and provisions shall not be inconsistent with the
provisions of this Indenture). 
  
 The Securities shall be
subordinate and junior in right of payment to Senior Indebtedness of the Company as provided in Article Fourteen. 
  
 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers’ Certificate, to the extent applicable, or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series
may be reopened, without the consent of the Holders, for issuance of additional Securities of such series. 
  
 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Board Resolution or the Officers’ Certificate setting forth the terms of the series. 
  
 Section 302. Denominations. 
  
 The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section 301. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and
any integral multiple thereof. 
  
 Section 303. Execution, Authentication,
Delivery and Dating. 
  
 The Securities shall be executed on
behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any one of its Vice Presidents, under its corporate seal which may be in facsimile form and may be imprinted or otherwise reproduced thereon, and
attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. 
  
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
  

 16 








 At any time and from time to time after the execution and delivery of this Indenture, the Company may
deliver Securities of any series executed by the Company to the Trustee for authentication, and the Trustee shall authenticate and deliver such Securities upon Company Order. If all the Securities of any one series are not to be originally issued at
one time and if a Board Resolution relating to such Securities or supplemental indenture shall so permit, such Company Order may set forth procedures (acceptable to the Trustee) for the issuance and authentication of such Securities. 
  
 If the form or terms of the Securities of the series have been established in
or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating: 
  
 (a) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has
been established in conformity with the provisions of this Indenture; 
  
 (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and

  
 (c) that such Securities, when authenticated
and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, to general equity principles and to such other exceptions as are then
customary in accordance with market practice. 
  
 If such form or terms have been
so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee. 
  
 Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution or
Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 303 at or prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued and such documents reasonably contemplate the issuance of all Securities of such series. 
  

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 Unless otherwise provided in the form of Security for any series, each Security shall be dated the date
of its authentication. 
  
 No Security shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 
  
 If the Company shall establish pursuant to Section 301 that the Securities of
a series are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order with respect to such series, authenticate and deliver one or more
Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series having the same terms issued and not yet cancelled, (ii) shall be registered in the name
of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to
the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” 
  
 Section 304. Temporary Securities. 
  
 Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.
Every such temporary Security shall be executed by the Company and shall be authenticated and delivered by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Security in lieu of
which it is issued. 
  
 If temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged
the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
  

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 Section 305. Registration, Registration of Transfer and Exchange and Book-Entry Securities. 
  
 The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 1002 a register (the register maintained in such office being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Person responsible for the maintenance of the Security Register is referred to herein as the “Security Registrar.” The Trustee is hereby initially appointed
Security Registrar for the purpose of registering Securities and transfers of Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. 
  
 At the option of the Holder, Securities of any series (except Global
Securities) may be exchanged for other Securities of the same series (except Global Securities), of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 All Securities issued upon any registration of transfer or exchange of
Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
  
 Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or
his attorney duly authorized in writing. 
  
 No service charge
shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107, 1305 or 1503 not involving any transfer. 
  
 The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
  
 Notwithstanding any other provision of this Section 305, unless and until it is exchanged in whole or in part for Securities in definitive registered
form, a Global Security representing all 

  

 19 








 
or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 
  
 If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of a series shall no longer be registered 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 Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such condition, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, shall
authenticate and deliver Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities.

  
 The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by a Global Security or Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities representing such series, in exchange for such Global Security or Securities. 
  
 If an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the applicable series of
Securities represented by the Global Security or Securities representing such series advise the Depositary to cease acting as depositary for such Global Security or Securities, then the Company shall execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing such series, in exchange for such Global Security or Securities. 
  
 If specified by the Company pursuant to Section 301 with respect to a series of Securities, the Depositary for such series
of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon,
the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, 
  
 (i) to the Person specified by such Depositary a new Security or Securities of the same series, of any authorized denomination as
requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and 
  

 20 








 (ii) to such Depositary a new Global Security in a denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to Clause (i) above. 
  
 Upon the exchange of a Global Security for Securities in definitive registered form, in authorized denominations, such
Global Security shall be cancelled by the Trustee. Securities in definitive registered form issued in exchange for a Global Security pursuant to this Section 305 shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. The Trustee shall, at Company expense, deliver such Securities to or as directed by the Persons in whose names such Securities are so registered. 
  
 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee, together with such
security or indemnity as may be required by the Trustee to save it harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding. 
  
 If there
shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of
them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security, subject to satisfaction of the foregoing conditions. 
  
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
  
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder. 
  

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 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 Section 307. Payment of Interest; Interest Rights Preserved. 
  
 Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
The Company and the Trustee understand that interest on any Global Security will be disbursed or credited by the Depositary to the Persons having ownership thereof pursuant to a book entry or other system maintained by the Depositary. 
  
 Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or Clause (2) below: 
  
 (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
  

 22 








 (2) The Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 Section 308. Persons Deemed Owners. 
  
 The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
  
 None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
  
 Section 309. Cancellation. 
  
 Unless otherwise specified pursuant to Section 301(7) for Securities of any
series, all Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly cancelled by the Trustee, except that if a Global Security is so surrendered, the Company shall execute and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a
new Global Security or Securities in a denomination equal to and in exchange for the portion of the Global Security so surrendered not to be paid, redeemed, repaid or registered for transfer or exchange or for credit. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with its customary
procedures and a certificate of disposition shall be delivered to the Company upon Company Request. 
  

 23 








 Section 310. Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of
each series shall be computed on the basis of a 360-day year of twelve 30-day months. 
  
 Section 311. CUSIP Numbers. 
  
 The Company in
issuing Securities of any series may use a “CUSIP” number (if then generally in use) with respect to Securities of such series, and, if so, the Trustee shall use such “CUSIP” number in notices of redemption as a convenience to
Holders of Securities of such series; provided that any such notice may state that no representation is made as to the correctness of such number either as printed on the Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such number. The Company will promptly notify the Trustee of any change in “CUSIP”
numbers associated with Securities of any series. 
  
 ARTICLE
FOUR 
 SATISFACTION AND DISCHARGE 
  
 Section 401. Satisfaction and Discharge of Indenture. 
  
 Upon Company Request, this Indenture shall cease to be of further effect with respect to the Securities of a particular series (except as to any surviving
rights to convert Securities into Common Stock, or rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such Securities, when: 
  
 (1) either: 
  
 (A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or 
  
 (B) all 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 
  

 24 








 (iii) are to be called for redemption within one year, under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 
  
 and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds
in trust for the purpose sums sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; and 
  
 (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to such Securities; and 
  
 (3) the Company has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture with respect
to the Securities of a particular series, the obligations of the Company to the Trustee under Section 607, the obligations, if any, of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003, in each case with respect to such Securities, shall survive. 
  
 Section 402. Application of Trust Money. 
  
 Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee. All money deposited with the
Trustee pursuant to Section 401 (and held by it or any Paying Agent) for the payment of Securities subsequently converted into Common Stock shall be returned to the Company upon Company Request. 
  
 ARTICLE FIVE 
 REMEDIES 
  
 Section 501. Events of Default. 
  
 “Event
of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law
or Article Fourteen or 

  

 25 








 
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
  
 (1) default in the payment, whether or not prohibited by the
provisions of Article Fourteen, of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or 
  
 (2) default in the payment, whether or not prohibited by the provisions of Article Fourteen, of the
principal of (or premium, if any, on) any Security of that series at its Maturity; or 
  
 (3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or 
  
 (4) default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or 
  
 (5) the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or
order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or 
  
 (6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy 

  

 26 








 
or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any
substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or 
  
 (7) any
other Event of Default provided with respect to Securities of that series. 
  
 Upon receipt by the Trustee of any proposed Notice of Default from any Holder with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in such proposed Notice of Default, which record date shall be at the close of business on the day the Trustee receives such proposed Notice of Default. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such proposed Notice of Default, whether or not such Holders remain Holders after such record date; provided, that unless Holders of at
least 25% in principal amount of the Outstanding Securities of such series, or their proxies, shall have joined in such proposed Notice of Default prior to the day which is 90 days after such record date, such proposed Notice of Default shall
automatically and without further action by any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving (i) after expiration of such 90-day period, a new proposed Notice of
Default identical to a proposed Notice of Default which has been cancelled pursuant to the proviso to the preceding sentence, or (ii) during any such 90-day period, an additional proposed Notice of Default with respect to any new or different fact
or circumstance permitting the giving of a proposed Notice of Default with respect to Securities of such series, in either of which events a new record date shall be established pursuant to the provisions of this Section 501. Any such proposed
Notice of Default shall be considered a Notice of Default hereunder at such time, if any, that Holders of at least 25% in principal amount of the Outstanding Securities shall have joined in such proposed Notice of Default by giving timely notice to
the Trustee hereunder. 
  
 Section 502. Acceleration of Maturity; Rescission
and Annulment. 
  
 If an Event of Default with respect to
Securities of any series at the time Outstanding occurs and is continuing, then in every such case, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount
(or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. Upon payment of said amounts, all
obligations of the Company in respect of payment of principal of the Securities of such series shall terminate. 
  

 27 








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

  
 (B) the principal of (and premium, if any,
on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
  
 (C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; 
  
 and 
  
 (2) all Events of Default with respect to Securities of that
series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 
  
 No such rescission shall affect any subsequent default or impair any right consequent
thereon. 
  
 Upon receipt by the Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof, with respect to Securities of a series all or part of which is represented by a Global Security, a record date shall be established for determining Holders of Outstanding
Securities of such series entitled to join in such notice, which record date shall be at the close of business on the day the Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to join in such notice, whether or not such Holders remain Holders after such record date; provided, that unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective
by virtue of the requisite percentage having joined in such notice prior to the day which is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of such 90-day period, a new written notice of declaration of
acceleration or rescission and annulment thereof, as the case may be, that is identical to a written notice which has been cancelled pursuant to the proviso to the preceding sentence, or (ii) during 

  

 28 








 
any such 90-day period, an additional written notice of declaration of acceleration with respect to Securities of such series, or an additional written
notice of rescission and annulment of any declaration of acceleration with respect to any other Event of Default with respect to Securities of such series, in either of which events a new record date shall be established pursuant to the provisions
of this Section 502. 
  
 Section 503. Collection of Indebtedness and Suits for
Enforcement by Trustee. 
  
 The Company covenants that if

  
 (1) default is made in the payment of any
interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Stated Maturity thereof, or

  
 (3) default is made in the making or
satisfaction of any sinking fund payment when it becomes due pursuant to the terms of the Securities of any series, 
  
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for
principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest, at the rate or rates prescribed therefor
in such Securities and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel. 
  
 If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may, but shall not be obligated to, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon
such Securities, wherever situated. 
  
 If an Event of Default
with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy. 
  

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 Section 504. Trustee May File Proofs of Claim. 
  
 In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to file and prove a claim for the whole amount of principal, premium (if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding,
and to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 
  
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 Section 505. Trustee May Enforce Claims Without Possession of Securities. 

 
 All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered. 
  
 Section
506. Application of Money Collected. 
  
 Any money collected
by the Trustee pursuant to this Article with respect to one or more series of Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Securities of any such series and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  
 FIRST: To the payment of all amounts due the Trustee under
Section 607; 
  
 SECOND: To the payment of the
amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and 
  

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 THIRD: The balance, if any, to the Company or to whomsoever may be lawfully entitled to
receive the same as a court of competent jurisdiction may direct. 
  
 Section
507. Limitation on Suits. 
  
 No Holder of any Security of
any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
  
 (1) such Holder has previously given written notice to a
Responsible Officer of the Trustee of a continuing Event of Default with respect to the Securities of that series; 
  
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
  
 (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request; 
  
 (4) the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 
  
 (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series; 
  
 it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders,
or of the Holders of Outstanding Securities of any other series, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders. 
  
 Section 508.
Unconditional Right of Holders to Receive Principal, Premium and Interest. 
  
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption or repayment at the option of the Holder, on the Redemption Date or the Repayment Date, as the case may be) and (if
the terms of such Security so provide) to have such Security converted into Common Stock pursuant to Article Fifteen and to institute suit for the enforcement of any such payment or conversion, and such rights shall not be impaired without the
consent of such Holder. 
  

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 Section 509. Restoration of Rights and Remedies. 
  
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
  
 Section 510. Rights and Remedies Cumulative. 
  
 Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  
 Section 511. Delay or Omission Not Waiver. 
  
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be. 
  
 Section 512. Control by Holders. 
  
 The Holders
of at least a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series, provided that 
  
 (1) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be
unduly prejudicial to Holders not joining therein, and 
  
 (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 
  

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 Upon receipt by the Trustee of any such direction with respect to Securities of a series all or part of
which is represented by a Global Security, a record date shall be established for determining Holders of Outstanding Securities of such series entitled to join in such direction, which record date shall be determined in accordance with Section
104(e). The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided, that unless Holders of
at least a majority in principal amount of the outstanding Securities of such series, or their proxies, shall have been joined in such direction prior to the day which is 90 days after such record date, such direction shall automatically and without
further action by any Holder be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, (i) after expiration of such 90-day period, a new direction identical to a direction which has
been cancelled pursuant to the provisions to the preceding sentence or (ii) during any such 90-day period a new direction contrary to or different from such direction, in either of which events a new record date shall be established pursuant to the
provisions of this Section 512. 
  
 Section 513. Waiver of Past Defaults.

  
 By Act delivered to the Company and the Trustee, the
Holders of not less than a majority in principal amount of the Outstanding Securities of any affected series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its
consequences, except a default 
  
 (1) in the
payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to the Securities of such series, or 
  
 (2) in respect of a covenant or provision hereof which under
Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to waive any past default hereunder.
If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to waive any default hereunder, whether or not such Holders remain Holders after such record date;
provided, that unless such majority in principal amount shall have been obtained prior to the date which is 90 days after such record date, any such waiver previously given shall automatically and without further action by any Holder be
cancelled and of no further effect. 
  
 Upon any such waiver, such
default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent
thereon. 
  
 Section 514. Undertaking for Costs. 
  
 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 

  

 33 








 
costs, including attorneys’ fees and expenses, against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act;
provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated
Maturity expressed in such Security (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be, and (if the terms of such Security so provide) to have such Security
converted into Common Stock pursuant to Article Fifteen). 
  
 Section 515.
Waiver of Stay or Extension Laws. 
  
 The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  

ARTICLE SIX 
 THE TRUSTEE

  
 Section 601. Certain Duties and Responsibilities. 
  
 (a) Except during the continuance of an Event of Default 
  
 (1) the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision of this Indenture are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein. 
  
 (b)
In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs. 
  

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 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful misconduct, except that 
  
 (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 
  
 (2) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
  
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 512, relating to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and 
  
 (4) 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. 
  
 (d) Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
  
 Section 602. Notice of Defaults. 
  
 Within 90 days after the occurrence of any default hereunder with respect to
Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder actually known by a Responsible Officer of the
Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal, premium (if any) or interest on any Security of such series or in the payment of
any sinking fund installment with respect to the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee of the board of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of the Securities of such series; and provided, further, that in the case of any default of the character specified
in Section 501(4) with respect to the Securities of such series, 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. 
  

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 Section 603. Certain Rights of Trustee. 
  
 Subject to the provisions of Section 601: 
  
 (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties; 
  
 (b)
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 
  
 (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers’ Certificate; 
  
 (d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon; 
  
 (e)
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or
by agent or attorney, at the sole cost of the Company, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 
  

 36 








 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 
  
 (h) the Trustee shall not be required to take notice or be
deemed to have notice of any default hereunder (except failure by the Company to pay principal of, premium (if any) on or interest on any series of Securities so long as the Trustee is also acting as Paying Agent for such series of Securities)
unless the Trustee shall be specifically notified in writing of such default by the Company or by the Holders of at least 10% in aggregate principal amount of all Outstanding Securities of a series, and all such notices or other instruments required
by this Indenture to be delivered to the Trustee must, in order to be effective, reference such series and this Indenture and be delivered at the principal Corporate Trust Office of the Trustee, and in the absence of such notice the Trustee may
conclusively assume there is no default except as aforesaid; 
  
 (i) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Indenture; 
  
 (j) the rights,
privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed by the Trustee to act on its behalf hereunder; 
  
 (k) the Trustee shall not be required to give any bond or surety in respect of the performance of its power and duties hereunder; and

  
 (l) the Trustee shall have no duty to inquire
as to the performance of the Company’s covenants herein. 
  
 Section 604.
Not Responsible for Recitals or Issuance of Securities. 
  
 The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Company of Securities or
the proceeds thereof. The Trustee shall not be accountable for the use or application of any money received by any Paying Agent other than the Trustee. The Trustee shall not be deemed to have knowledge of the identity of any Restricted Subsidiary
unless either (A) a Responsible Officer of the Trustee shall have actual knowledge thereof or (B) the Trustee shall have received written notice thereof from the Company or any Holder. 
  

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 Section 605. May Hold Securities. 
  
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent. 
  
 Section 606. Money Held in Trust.

  
 Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. 
  
 Section 607. Compensation and Reimbursement. 
  
 The Company agrees: 
  
 (1) to pay to the Trustee from time to time such
compensation as shall be agreed to in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express
trust); 
  
 (2) except as otherwise expressly
provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
  
 (3) to indemnify each of the Trustee and any predecessor Trustee for, and to hold each of them harmless
against, any and all loss, liability, damage, claims or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder. 
  
 As security for the
performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders
of particular Securities. 
  
 When the Trustee incurs expenses or
renders services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable 

  

 38 








 
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. 
  
 The
provisions of this Section shall survive the termination of this Indenture. 
  
 Section 608. Disqualification; Conflicting Interests. 
  
 The Trustee for the Securities of any series shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. If the Trustee has or shall acquire a conflicting interest within
the meaning of Section 310 of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the
extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest with respect to the Securities of any series by virtue of being Trustee with respect to the Securities of any particular series of Securities
other than that series. 
  
 Section 609. Corporate Trustee Required;
Eligibility. 
  
 There shall at all times be a Trustee
hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of Federal, State, Territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. 
  
 Section 610. Resignation and
Removal; Appointment of Successor. 
  
 (a) No resignation or
removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 

 
 (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (c) The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not
have been delivered to the Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 
  

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 (d) If at any time: 
  
 (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by
any Holder who has been a bona fide Holder of a Security for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by
any such Holder, or 
  
 (3) the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, 
  
 then, in any such
case, (i) the Company by an Officers’ Certificate may remove the Trustee with respect to any or all Securities, or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to any or all Securities and the appointment of a successor Trustee or Trustees with respect to such series.

  
 (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to
the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the
Securities of that or those series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security 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 appointment of a successor Trustee with respect to the Securities of such
series. 
  

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 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice of appointment shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
  
 Section 611. Acceptance of Appointment by Successor. 
  
 (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its lien, if any, provided for in Section 607. 
  
 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
  


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 (c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
  
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be
qualified and eligible under this Article. 
  
 Section 612. Merger, Conversion,
Consolidation or Succession to Business. 
  
 Any corporation
into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been authenticated by such
predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities, either in its own name or that of its predecessor Trustee, with the full force and effect which this Indenture provides for the certificate of
authentication of the Trustee. 
  
 Section 613. Preferential Collection of
Claims Against Company. 
  
 If and when the Trustee shall be
or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act regarding the collection of such claims against the Company (or any such other
obligor). A Trustee that has resigned or been removed shall be subject to and comply with said Section 311 to the extent required thereby. 
  
 Section 614. Appointment of Authenticating Agent. 
  
 The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities (which may be an Affiliate of the Company)
which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon registration of transfer or partial redemption or repayment thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business and in good standing under the laws of the United States of America, any State or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and 

  

 42 








 
surplus of no less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section. 
  
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation
shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  
 An Authenticating Agent for any series of Securities may resign at any time by giving written notice thereof to the Trustee
for such series and to the Company. The Trustee for any series of Securities may at any time terminate the agency of an Authenticating Agent for such series by giving written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee of such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment thereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like
effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
  
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this
Section. 
  
 If an appointment with respect to one or more series
is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 
  
 This is one of the Securities of the series described therein referred to in
the within-mentioned Indenture. 
  

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	 WACHOVIA BANK,
 NATIONAL ASSOCIATION, as Trustee

		
	 By
	 	  


	 	 	As Authenticating Agent
		
	 By
	 	  


	 	 	As Authorized Signatory


  
 ARTICLE SEVEN

 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 
  
 Section 701. Company to Furnish Trustee Names and Addresses of Holders. 
  
 With respect to each series of Securities, the Company will furnish or cause
to be furnished to the Trustee for the Securities of such Series 
  
 (a) semiannually, not more than 15 days after each Regular Record Date relating to that series (or, if there is no Regular Record Date relating to that series, on June 30 and December 31), a list, in such form as such
Trustee may reasonably require, of the names and addresses of the Holders of that series as of such date, and 
  
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 
  
 provided, however, that if and so long as the Trustee is Security Registrar with respect to Securities of a particular series no such list shall be required with respect to the Securities of such series.

  
 Section 702. Preservation of Information; Communications to Holders.

  
 (a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
  
 (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
  

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

 
 Section 703. Reports by Trustee. 
  
 (a) Within 60 days after May 15 of each year commencing with the May 15
following the first date on which a Security is authenticated by the Trustee under this Indenture, 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 if and to the extent and in the manner provided pursuant thereto. 
  
 (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 any Securities are listed, with the Commission and with the Company. The
Company will promptly notify the Trustee when any Securities are listed on any stock exchange and of any delisting thereof. 
  
 Section 704. Reports by Company. 
  
 The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the 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 are so required to be filed with the Commission. Delivery of such reports to the Trustee is for informational
purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
  
 Section 705. Holders’ Meetings. 
  
 (a) A meeting of Holders of any or all series of Securities may be called at any time and from time to time pursuant to the provisions of this Section 705 for any of the following purposes: 
  
 (1) to give any notice to the Company or to the Trustee for
such series, or to give any directions to the Trustee for such series, 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 Five; 
  
 (2) to remove the Trustee for
such series and appoint a successor Trustee pursuant to the provisions of Article Six; 
  
 (3) to consent to the execution of an indenture or supplemental indentures hereto pursuant to the provisions of Section 902; 

 

 45 








 (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 Outstanding Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law. 
  
 (b) The Trustee for any series may at any time call a meeting of Holders of
such series to take any action specified in paragraph (a) of this Section 705, to be held at such time or times and at such place or places as the Trustee for such series shall determine. Notice of every meeting of the Holders of any series of
Securities, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of such series in the manner and to the extent provided in Section 105. Such notice
shall be given not less than 20 days nor more than 90 days prior to the date fixed for the meeting. 
  
 (c) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of a series or of all series, as the case may be, shall have requested the Trustee for such series to call a meeting of Holders of any or all such series by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have given the notice of such meeting within 20 days after the receipt of such request, then the Company or such Holders may determine the time or times and the place or places for such meetings and
may call such meetings to take any action authorized by giving notice thereof as provided in the preceding paragraph. 
  
 (d) To be entitled to vote at any meeting of Holders, a Person shall be (i) a Holder of a Security of the series with respect to which such meeting is
being held, or (ii) a Person appointed by an instrument in writing as proxy of such Holder. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee for the series with respect to which such meeting is being held and its counsel and any representatives of the Company and its counsel. 
  
 (e) Notwithstanding any other provisions of this Indenture, the Trustee for any series may make such reasonable regulations
as it may deem advisable for any meeting of Holders of such series, in regard to proof of the holding of Securities of such series and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. 
  
 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 such series as provided in paragraph (c) of this Section 705, in which case the Company or the Holders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by a majority vote of the meeting. 
  
 Subject to the provisos in the definition of “Outstanding,” at any meeting each Holder of a Security of the series with respect to which such
meeting is being held or proxy therefor shall 

  

 46 








 
be entitled to one vote for each $1,000 principal amount (or such other amount as shall be specified as contemplated by Section 301) of 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 Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Outstanding Securities of such series held by him or instruments in writing duly designating him as proxy for one or more Holders of Securities of such series. Any meeting of Holders with
respect to which a meeting was duly called pursuant to the provisions of paragraph (b) or (c) of this Section 705 may be adjourned from time to time by a majority of such Holders present and the meeting may be reconvened following such adjournment
without further notice. 
  
 (f) The vote upon any resolution
submitted to any meeting of Holders with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the
Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to said record
the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was transmitted as
provided in paragraph (b) of this Section 705. The record shall show the serial numbers of the Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary
of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee. 
  
 Any record so signed and verified shall be conclusive evidence of the matters therein stated. 
  
 (g) Nothing contained in this Section 705 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders 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 any Holder under any of the provisions of this Indenture or of the Securities of any series. 
  
 ARTICLE EIGHT 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  
 Section 801. Company May Consolidate, Etc., Only on Certain Terms. 
  
 The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: 
  
 (1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such consolidation or into which 

  

 47 








 
the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an
entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be
performed or observed; 
  
 (2) immediately after
giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and 
  
 (3) the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply
with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
  
 Section 802. Successor Substituted. 
  
 Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the Securities. In the case of a lease, the predecessor Person shall not be released from its obligations to pay the principal of, premium, if any, and interest on the
Securities. All Securities issued by the successor Person shall in all respects have the same legal priority as the Securities theretofore or thereafter authenticated, issued and delivered in accordance with the terms of this Indenture. 

 
 ARTICLE NINE 
 SUPPLEMENTAL INDENTURES 
  
 Section 901. Supplemental Indentures Without Consent of Holders. 
  
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 
  

 48 








 (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein
conferred upon the Company; or 
  
 (3) to add any
additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being
included solely for the benefit of such series); or 
  
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal and with or without
interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 
  
 (5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided
that any such addition, change or elimination (a) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (b) shall become effective only when there is no such Security Outstanding; or 
  
 (6) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 
  
 (7) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 611(b); or 
  
 (8) to add to or change any provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities convertible into other securities; or 
  
 (9) to effectuate the provisions of Section 1505(b); or 
  
 (10) to add or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act; or 
  

 49 








 (11) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (11) shall not adversely affect
the interests of the Holders of Securities of any series in any material respect; or 
  
 (12) to change any place or places where (a) the principal of and premium, if any, and interest, if any, on all or any series of
Securities shall be payable, (b) all or any series of Securities may be surrendered for registration or transfer, (c) all or any series of Securities may be surrendered for exchange and (d) notices and demands to or upon the Company in respect of
all or any series of Securities and this Indenture may be served. 
  
 Section
902. Supplemental Indentures With Consent of Holders. 
  
 With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby, 
  
 (1) change the
Stated Maturity of the principal of, or any installment of principal of, premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, change
the method of determination of interest thereon, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or
adversely affect any right of repayment at the option of the Holder of any Security, or change the coin or currency in which any Security or any premium or the interest thereon is payable or impair the right of any Holders of Securities of a series
entitled to the conversion rights set forth in Article Fifteen to receive securities upon the exercise of such conversion rights, or impair the right to institute suit for the enforcement of any such payment or delivery of Common Stock for
Securities converted pursuant to Article Fifteen on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be, or in the case
of such conversion, on or after the date of conversion), or 
  
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for
any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 
  

 50 








 (3) modify any of the provisions of this Section, Section 513 or Section 1006, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1006, or the deletion of this proviso, in accordance with the
requirements of Sections 611(b) and 901(7). 
  
 A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series
with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 Section 903. Execution of Supplemental Indentures. 
  
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
  
 Section 904. Effect of Supplemental Indentures. 
  
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
  
 Section 905. Conformity with Trust Indenture Act. 
  
 Every supplemental indenture executed pursuant to this Article shall conform
to the requirements of the Trust Indenture Act as then in effect. 
  
 Section
906. Reference in Securities to Supplemental Indentures. 
  
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a 

  

 51 








 
notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series. 
  
 Section 907. Notice of Supplemental Indenture.

  
 Promptly after the execution by the Company and the
appropriate Trustee of any supplemental indenture, the Company shall transmit, as provided herein, to all Holders of any series of the Securities affected thereby, a notice setting forth in general terms the substance of such supplemental indenture.

  
 Section 908. Subordination Unimpaired. 
  
 No supplemental indenture executed pursuant to this Article shall directly
or indirectly modify the provisions of Article Fourteen in any manner which might alter the subordination of the Securities. 
  
 ARTICLE TEN 
 COVENANTS

  
 Section 1001. Payment of Principal, Premium and Interest.

  
 The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
  
 Section 1002. Maintenance of Office or Agency. 
  
 The Company will maintain in each Place of Payment an office or agency where
Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, conversion or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company terminates the appointment of a Paying Agent or Security Registrar or
conversion agent or otherwise shall fail to maintain any such required office or agency, the Company shall use its reasonable best efforts to appoint a successor Paying Agent or Security Registrar or conversion agent reasonably acceptable to the
Trustee. If the Company fails to maintain a Paying Agent or Security Registrar or conversion agent, the Trustee will act as such, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and
demands. 
  
 The Company may also from time to time designate one
or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency. 
  

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 Section 1003. Money for Securities Payments to Be Held in Trust. 
  
 If the Company shall at any time act as its own Paying Agent with respect to
any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee in writing of its action or failure so to act.

  
 Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of its action or failure
so to act. 
  
 The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 
  
 (1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 
  
 (2) give the Trustee written notice of any default by the
Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest on the Securities of that series; and 
  
 (3) at any time during the continuance of any such default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 
  
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such money. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining
unclaimed for two years after such principal (and premium, 

  

 53 








 
if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance
of such money then remaining will be repaid to the Company. 
  
 Section 1004.
Corporate Existence. 
  
 Subject to Article Eight, the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if, in the judgment of the Company, it shall no longer be necessary, advisable or in the interest of the Company to preserve the same. 
  
 Section 1005. Statement by Officers as to Default. 
  
 Pursuant to Section 314(a) of the Trust Indenture Act, the Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, a certificate signed by the principal executive, financial, treasury or accounting officer of the Company, stating whether or not to the best knowledge of the signer thereof the
Company is in default in the performance and observance of any of the terms, provisions, covenants and conditions of this Indenture (without regard to any period of grace or requirement of notice provided, hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 
  
 Section 1006. Waiver of Certain Covenants. 
  
 The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 1004 with respect to the Securities of any series if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect. 
  
 Section 1007.
Calculation of Original Issue Discount. 
  
 If, at the end of
any calendar year, there are Original Issue Discount Securities then Outstanding, then within 60 days after the end of such calendar year the Company shall file with the Trustee (i) a written notice specifying the amount of original issue discount
(including daily 

  

 54 








 
rates and accrual periods) accrued on such Securities as of the end of such year, and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code, as amended from time to time. 
  
 ARTICLE ELEVEN 
 REDEMPTION OF SECURITIES 
  
 Section 1101. Applicability of Article. 
  
 Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated in Section 301 for Securities of any series) in accordance with this Article. 
  
 Section 1102. Election to Redeem; Notice to Trustee. 
  
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. The Company shall, at least
60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
  
 Section 1103. Selection by Trustee of Securities to Be Redeemed. 
  
 If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, in a manner which the
Trustee deems fair and appropriate, which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of
such series of a denomination larger than the minimum authorized denomination for Securities of that series. If the Company shall so specify and identify the appropriate Securities, Securities owned of record and beneficially by the Company or any
Subsidiary shall not be included in the Securities selected for redemption. 
  
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

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

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 Section 1104. Notice of Redemption. 
  
 Notice of redemption shall, unless otherwise specified by the terms of the Securities to be redeemed, be given not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, in accordance with Section 106. 
  
 All notices of redemption shall state: 
  
 (1) the Redemption Date, 
  
 (2) the Redemption Price, 
  
 (3) that Securities of such series are being redeemed by the Company pursuant to provisions contained in this Indenture or the terms of
the Securities of such series or a supplemental indenture establishing such series, if such be the case, together with a brief statement of facts permitting such redemption, 
  
 (4) if less than all the Outstanding Securities of any series are to be redeemed (unless all the Securities
of such series of a specified tenor are to be redeemed), the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed, 
  
 (5) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 
  
 (6) the place or places where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or
agency of the Company in each Place of Payment, and 
  
 (7) that the redemption is for a sinking fund, if such is the case. 
  
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

  
 Section 1105. Deposit of Redemption Price. 
  
 Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. 
  
 Section 1106. Securities Payable on Redemption Date. 
  
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein 

  

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specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest or, if applicable, be convertible. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. 
  
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any
premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security, and such Security shall continue to have any conversion rights then applicable. 
  
 Section 1107. Securities Redeemed in Part. 
  
 Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Global Security is so surrendered, such new Security so issued shall be
a new Global Security. 
  
 ARTICLE TWELVE 
 SINKING FUNDS 
  
 Section 1201. Applicability of Article. 
  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series. 
  
 The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section
1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
  
 Section 1202. Satisfaction of Sinking Fund Payments with Securities. 
  
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities
of a series which have 

  

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been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for
by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
  
 Section 1203. Redemption of Securities for Sinking Fund. 
  
 Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and the basis for such credit and will also deliver to the Trustee any Securities to be so delivered which have not theretofore been delivered to the Trustee.
Not less than 30 days before each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1105, 1106 and
1107. 
  
 ARTICLE THIRTEEN 
 REPAYMENT OF SECURITIES AT OPTION OF HOLDERS 
  
 Section 1301. Applicability of Article. 
  
 Securities of any series that are repayable before their Stated Maturity at the option of the Holders shall be repaid in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article. 
  
 Section 1302. Notice of Repayment Date. 
  
 Notice of any Repayment Date with respect to Securities of any series shall, unless otherwise specified by the terms of the Securities of such series, be
given by the Company not less than 45 nor more than 60 days prior to such Repayment Date, to the Trustee and to each Holder of Securities of such series in accordance with Sections 105 and 106, respectively. 
  
 The notice as to Repayment Date shall state: 
  
 (1) the Repayment Date; 
  
 (2) the Repayment Price; 
  

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 (3) the place or places where such Securities are to be surrendered for payment of the
Repayment Price, which shall be the office or agency of the Company in each Place of Payment, and the date by which Securities must be so surrendered in order to be repaid; 
  
 (4) a description of the procedure which a Holder must follow to exercise a repayment right; and 

 
 (5) that exercise of the option to elect repayment is
irrevocable. 
  
 No failure of the Company to give the foregoing
notice shall limit any Holder’s right to exercise a repayment right. 
  
 Section 1303. Deposit of Repayment Price. 
  
 Prior to any Repayment Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to
pay the Repayment Price of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest on, all the Securities of such series which are to be repaid on that date. 
  
 Section 1304. Securities Payable on Repayment Date. 
  
 The form of option to elect repayment having been delivered as specified in the form of Security for such series as provided
in Section 201, the Securities so to be repaid shall, on the Repayment Date, become due and payable at the Repayment Price applicable thereto, and from and after such date (unless the Company shall default in the payment of the Repayment Price and
accrued interest) such Securities shall cease to bear interest or, if applicable, be convertible. Upon surrender of any such Security for repayment in accordance with said notice, such Security shall be paid by the Company at the Repayment Price,
together with accrued interest to the Repayment Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to such Repayment Date will be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Date according to their terms and the provisions of Section 307. 
  
 If any Security to be repaid shall not be so paid upon surrender thereof for
repayment, the principal shall, until paid, bear interest from the Repayment Date at the rate prescribed in the Security and such Security shall continue to have any conversion rights then applicable. 
  
 Section 1305. Securities Repaid in Part. 
  
 Any Security which by its terms may be repaid in part at the option of the
Holder and which is to be repaid only in part shall be surrendered at any office or agency of the Company designated for that purpose pursuant to Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the 

  

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Holder of such Security, without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepaid portion of the principal of the Security so surrendered. If a Global Security is so surrendered, such new Security so issued shall be a new Global
Security. 
  
 ARTICLE FOURTEEN 
 SUBORDINATION OF SECURITIES 
  
 Section 1401. Securities Subordinate to Senior Indebtedness. 
  
 The Company covenants and agrees that anything in this Indenture or the Securities of any series to the contrary notwithstanding, the indebtedness
evidenced by the Securities of each series is subordinate and junior in right of payment to all Senior Indebtedness to the extent provided herein, and each Holder of Securities of each series, by his acceptance thereof, likewise covenants and agrees
to the subordination herein provided and shall be bound by the provisions hereof. Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the benefits of these subordination provisions irrespective of any amendment, modification
or waiver of any term of the Senior Indebtedness or extension or renewal of the Senior Indebtedness. 
  
 In the event that the Company shall default in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same
becomes due and payable, whether at maturity or at a date fixed for repayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Company by the holders of Senior Indebtedness or any trustee therefor or
representative thereof, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account
of the principal of (or premium, if any) or interest on any of the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities. 
  
 In the event of 
  
 (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property, 
  
 (b) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, 
  
 (c) any assignment by the Company for the benefit of creditors, or 
  
 (d) any other marshalling of the assets of the Company,

  
 all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than 

  

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 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 these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the
holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereof accruing after the commencement of any such proceedings) shall have been paid in full. In
the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall
be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other
distribution, whether in cash, property or otherwise, shall be made on account of any Capital Stock or any obligations of the Company ranking junior to the Securities and such other obligations. 
  
 In the event that, notwithstanding the foregoing, any payment or distribution
of any character, whether in cash, securities or other property (other than 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 these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), or any security shall be received by the Trustee or any Holder in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to
the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably
authorized to endorse or assign the same. 
  
 No present or future
holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company. Nothing contained herein shall impair, as between
the Company and the Holders of Securities of each series, the obligation of the Company to pay to such Holders the principal of (and premium, if any) and interest on such Securities or prevent the Trustee or the Holder from exercising all rights,
powers and remedies otherwise permitted by applicable law or hereunder upon a Default or Event of Default hereunder, all subject to the rights of the holders of the Senior Indebtedness to receive cash, securities or other property otherwise payable
or deliverable to the Holders. 
  
 Senior Indebtedness shall not
be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders

  

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 of Securities of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any
further payments or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have been paid in full, and such payments or distributions received by such Holders, by reason of such
subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand,
and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of such series. 
  
 The provisions of this Section 1401 shall not impair any rights, interests, remedies or powers of any secured creditor of
the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. 
  
 The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed
to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities. 
  
 Section 1402.  Trustee and Holders of Securities May Rely on Certificate of LiquidatingAgent; Trustee May Require Further
Evidence as to Ownership of SeniorIndebtedness; Trustee Not Fiduciary to Holders of Senior Indebtedness. 
  
 Upon any payment or distribution of assets of the Company referred to in this Article Fourteen, the Trustee and the Holders shall be entitled to rely upon
an order or decree made by any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the trustee in bankruptcy, receiver, assignee for
the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the absence of any such bankruptcy
trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder) as evidence
that such Person is a holder of such Senior Indebtedness (or is such a trustee or representative). In the event that the Trustee determines, in good faith, that further evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payments or distributions pursuant to this Article Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held
by such Person, as to the extent to which such Person is entitled to participate in such payment or distribution, and as to other facts pertinent to the rights of such Person under this Article Fourteen, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of 
  

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 Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and, subject to the provisions of Section 601, the Trustee shall not be liable to any holder of Senior Indebtedness if it shall in good faith pay over or deliver to Holders of Securities, the
Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. 
  
 Section 1403. Payment Permitted If No Default. 
  
 Nothing contained in this Article Fourteen or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the Company at any time, except
during the pendency of any dissolution, winding up, liquidation or reorganization proceedings referred to in, or under the conditions described in, Section 1401, from making payments of the principal of (or premium, if any) or interest on the
Securities, or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it hereunder to payments of the principal of (or premium, if any) or interest on the Securities if the Trustee or such Paying Agent, as the case may
be, did not have the written notice provided for in Section 1404 by the times referred to therein of any event prohibiting the making of such deposit or exchange, and the Trustee or any Paying Agent shall not be affected by any notice to the
contrary received by it on or after such times. 
  
 Section 1404. Trustee Not
Charged with Knowledge of Prohibition. 
  
 Anything in this
Article Fourteen or elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with knowledge of the existence of any facts which would prohibit the making of any payment of money to or by the
Trustee and shall be entitled conclusively to assume that no such facts exist and that no event specified in Section 1401 has happened, until the Trustee shall have received an Officers’ Certificate to that effect or notice in writing to that
effect signed by or on behalf of the holder or holders, or their representatives, of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders
or representatives or from any trustee under any indenture pursuant to which such Senior Indebtedness shall be outstanding; provided, however, that, if prior to the third Business Day preceding the date upon which by the terms hereof
any money becomes payable (including, without limitation, the payment of either the principal of or interest on any Security), or in the event of the execution of an instrument pursuant to Section 401 acknowledging satisfaction and discharge of this
Indenture, then if prior to the second Business Day preceding the date of such execution, the Trustee or any Paying Agent shall not have received with respect to such money the Officers’ Certificate or notice provided for in this Section 1404,
then, anything herein contained to the contrary notwithstanding, the Trustee or such Paying Agent shall have full power and authority to receive such money and apply the same to the purpose for which they were received and shall not be affected by
the notice to the contrary which may be received by it on or after such date. The Company shall give prompt written notice to the Trustee and to the Paying Agent of any facts which would prohibit the payment of money to or by the Trustee or any
Paying Agent. 
  

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 Section 1405. Trustee to Effectuate Subordination. 
  
 Each Holder of Securities by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination as between such Holder and holders of Senior Indebtedness as provided in this Article and appoints the Trustee its attorney-in-fact for any and all such purposes. 
  
 Section 1406. Rights of Trustee as Holder of Senior Indebtedness. 
  
 The Trustee shall be entitled to all the rights set forth in this Article
with respect to any Senior Indebtedness which may at the time be held by it, to the same extent as any other holder of Senior Indebtedness; provided, however, that nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder; and provided, further, that nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607. 
  
 Section 1407. Article Applicable to Paying Agents. 
  
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting
hereunder, the term “Trustee” as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as
if the Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however, that Sections 1404 and 1406 shall not apply to the Company or any Affiliate of the Company if the Company or such Affiliate
acts as Paying Agent. 
  
 Section 1408. Subordination Rights Not Impaired by
Acts or Omissions of the Company or Holders of Senior Indebtedness. 
  
 No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or be
otherwise charged with. The holders of Senior Indebtedness may, at any time or from time to time and in their absolute discretion, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such
Senior Indebtedness, or amend or supplement any instrument pursuant to which any such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights
under the Senior Indebtedness, including, without limitation, the waiver of default thereunder, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Company, the Trustee or
the Holders of the Securities under this Article. 
  

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 ARTICLE FIFTEEN 
 CONVERSION OF SECURITIES 
  
 Section
1501. General. 
  
 If so provided in the terms of the
Securities of any series established in accordance with Section 301, the principal amount of the Securities of such series shall be convertible into shares of Common Stock in accordance with this Article Fifteen and the terms of such series of
Securities if such terms differ from this Article Fifteen; provided, however, that if any of the terms by which any such Security shall be convertible into Common Stock are set forth in a supplemental indenture entered into with
respect thereto pursuant to Section 901(8) hereof, the terms of such supplemental indenture shall govern. 
  
 Section 1502. Right to Convert. 
  
 Subject to and upon compliance with the provisions of this Article, the Holder of any Security that is convertible into Common Stock shall have the right, at such Holder’s option, at any time on or after the date of original issue of
such Security or such other date specified in the applicable Board Resolution delivered pursuant to Section 301 and prior to the close of business on the date set forth in such Board Resolution (or if such Security is called for redemption, then in
respect of such Security to and including but not after the close of business on the date of redemption unless the Company shall default in the payment due on such date) to convert the principal amount of any such Security of any authorized
denomination, or, in the case of any Security to be converted of a denomination greater than the minimum denomination for Securities of the applicable series, any portion of such principal which is an authorized denomination or an integral multiple
thereof, into that number of fully paid and nonassessable shares of Common Stock obtained by dividing the principal amount of such Security or portion thereof surrendered for conversion by the Conversion Price therefor by surrender of the Security
so to be converted in whole or in part in the manner provided in Section 1503. Such conversion shall be effected by the Company in accordance with the provisions of this Article and the terms of the Securities, if such terms differ from this
Article. 
  
 Section 1503. Manner of Exercise of Conversion Privilege; Delivery
of Common Stock; No Adjustment for Interest or Dividends. 
  
 In order to effect a conversion, the holder of any Security to be converted, in whole or in part, shall surrender such Security at the office or agency maintained by the Company for such purpose, as provided in Section 1002 and shall give
written notice of conversion to the Company at such office or agency that the Holder elects to convert such Security or the portion thereof specified in said notice. The notice shall state the name or names (with address), and taxpayer
identification number, in which the certificate or certificates for shares of Common Stock which shall be deliverable on such conversion shall be registered, and shall be accompanied by payments in respect of transfer taxes, if required pursuant to
Section 1506. Each Security surrendered for conversion shall, unless the shares of Common Stock deliverable on conversion are to be issued in the same name as the registration of such Security, be duly endorsed by or be accompanied by instruments of
transfer, in form satisfactory to the Company, duly executed by the Holder or such Holder’s duly authorized attorney, and by any payment required pursuant to 
  

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 this Section 1503. As promptly as practicable after the surrender of such Security and notice, as aforesaid, the Company
shall deliver or cause to be delivered at such office or agency to such Holder, or on such Holder’s written order, a certificate or certificates for the number of full shares of Common Stock deliverable upon the conversion of such Security or
portion thereof in accordance with the provisions of this Article and a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such conversion as provided in Section 1504. In case any Security of a
denomination greater than the minimum denomination for Securities of the applicable series shall be surrendered for partial conversion, the Company shall execute and register and the Trustee shall authenticate and deliver to or upon the written
order of the Company and the Holder of the Security so surrendered, without charge to such Holder, a new Security or Securities of the same series in authorized denominations in an aggregate principal amount equal to the unconverted portion of the
surrendered Security. Each conversion shall be deemed to have been effected as of the date on which such Security shall have been surrendered (accompanied by the funds, if any, required by the last paragraph of this Section) and such notice received
by the Company, as aforesaid, and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be registrable upon such conversion shall become on said date the Holder of record of the shares
represented thereby, provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person in whose name the certificates are to be registered as the record
holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such Security shall have been so surrendered. 

 
 Any Security or portion thereof surrendered for conversion during the
period from the close of business on the Regular Record Date for any Interest Payment Date to the opening of business on such Interest Payment Date shall (unless such Security or portion thereof being converted shall have been called for redemption
or submitted for repayment on a date during such period) be accompanied by payment, in legal tender or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount
being converted; provided, however, that no such payment need be made if there shall exist at the time of conversion a default in the payment of interest on the applicable series of Securities. An amount equal to such payment shall be
paid by the Company on such Interest Payment Date to the Holder of such Security on such Regular Record Date; provided, however, that if the Company shall default in the payment of interest on such Interest Payment Date, such amount
shall be paid to the Person who made such required payment. Except as provided above in this Section, no adjustment shall be made for interest accrued on any Security converted or for dividends on any shares issued upon the conversion of such
Security as provided in this Article. 
  
 Section 1504. Cash Payments in Lieu
of Fractional Shares. 
  
 No fractional shares of Common
Stock or scrip representing fractional shares of Common Stock shall be delivered upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock
which shall be deliverable upon conversion shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof to the extent permitted hereby) so surrendered. Instead of any fraction of a share of Common
Stock which would 
  

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 otherwise be deliverable upon the conversion of any Security, the Company shall pay to the Holder of such Security an
amount in cash (computed to the nearest cent, with one-half cent being rounded upward) equal to the same fraction of the closing price (determined in the manner provided in Section 1505(a)(v)) of the Common Stock on the Trading Day (as defined in
Section 1505(a)(v)) next preceding the date of conversion. 
  
 Section 1505.
Conversion Price Adjustments; Effect of Reclassification, Mergers, Consolidations and Sales of Assets. 
  
 (a) The Conversion Price shall be adjusted from time to time as follows: 
  
 (i) In case the Company shall (x) pay a dividend or make a distribution on the Common Stock in shares of
Common Stock, (y) subdivide the outstanding Common Stock into a greater number of shares or (z) combine the outstanding Common Stock into a smaller number of shares, the Conversion Price shall be adjusted so that the Holder of any Security
thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock of the Company which such holder would have owned or have been entitled to receive after the happening of any of the events described above had
such Security been converted immediately prior to the record date in the case of a dividend or the effective date in the case of subdivision or combination. An adjustment made pursuant to this subparagraph (i) shall become effective immediately
after the record date in the case of a dividend, except as provided in subparagraph (vii) below, and shall become effective immediately after the effective date in the case of a subdivision or combination. 
  
 (ii) In case the Company shall issue rights or warrants to
all holders of shares of Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase shares of Common Stock at a price per share less than the current market price per share
of Common Stock (as defined for purposes of this subparagraph (ii) in subparagraph (v) below), the Conversion Price in effect after the record date for the determination of stockholders entitled to receive such rights or warrants shall be determined
by multiplying the Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date plus the number of shares of Common Stock which
the aggregate offering price of the total number of shares of Common Stock so offered would purchase at such current market price, and the denominator of which shall be the number of shares of Common Stock outstanding on the record date for issuance
of such rights or warrants plus the number of additional shares of Common Stock receivable upon exercise of such rights or warrants. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become
effective immediately, except as provided in subparagraph (vii) below, after such record date. 
  
 (iii) In case the Company shall distribute to all holders of Common Stock any shares of Capital Stock of the Company (other than Common
Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings of the Company or dividends payable in Common Stock) or rights or warrants to 
  

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 subscribe for or purchase any of its securities (excluding those rights or warrants referred to in
subparagraph (ii) above) (any of the foregoing being hereinafter in this subparagraph (iii) called the “Assets”), then, in each such case, the Conversion Price shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the record date for determination of stockholders entitled to receive such distribution by a fraction the numerator of which shall be the current market price per share (as defined for
purposes of this subparagraph (iii) in subparagraph (v) below) of the Common Stock at such record date for determination of stockholders entitled to receive such distribution less the then fair market value (as determined by the Board of Directors,
whose determination shall be conclusive) of the portion of the Assets so distributed applicable to one share of Common Stock, and the denominator of which shall be the current market price per share (as defined in subparagraph (v) below) of the
Common Stock at such record date. Such adjustment shall become effective immediately, except as provided in subparagraph (vii) below, after the record date for the determination of stockholders entitled to receive such distribution. 
  
 (iv) If, pursuant to subparagraph (ii) or (iii) above, the
number of shares of Common Stock into which a Security is convertible shall have been adjusted because the Company has declared a dividend, or made a distribution, on the outstanding shares of Common Stock in the form of any right or warrant to
purchase securities of the Company, or the Company has issued any such right or warrant, then, upon the expiration of any such unexercised right or unexercised warrant, the Conversion Price shall forthwith be adjusted to equal the Conversion Price
that would have applied had such right or warrant never been declared, distributed or issued. 
  
 (v) For the purpose of any computation under subparagraphs (ii) or (iii) above, the current market price per share of Common Stock on any
date shall be deemed to be the average of the daily closing prices of the Common Stock for the shorter of (i) 30 consecutive Trading Days ending on the last full Trading Day on the exchange or market specified in the second following sentence prior
to the Time of Determination or (ii) the period commencing on the date next succeeding the first public announcement of the issuance of such rights or warrants or such distribution through such last full Trading Day prior to the Time of
Determination. The term “Time of Determination” as used herein shall be the time and date of the earlier of (x) the determination of stockholders entitled to receive such rights, warrants, or distributions or (y) the commencement of
“ex-dividend” trading in the Common Stock on the exchange or market specified in the following sentence. The closing price for each day shall be the reported last sales price, regular way, or, in case no sale takes place on such day, the
average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange Composite Tape or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange at such time, on
the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if not listed or admitted to trading on any national securities exchange, on the Nasdaq National Market (“NNM”) or, if the last sales
price or closing bid and asked prices for the Common Stock on each such day shall not have been reported through NNM, the average of the bid and asked prices for such date as furnished by any New York Stock Exchange member firm regularly 

 

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 making a market in the Common Stock selected for such purpose by the Company or, if no such quotations
are available, the fair market value of the Common Stock as determined by a New York Stock Exchange member firm regularly making a market in the Common Stock selected for such purpose by the Company. As used herein, the term “Trading Day”
with respect to Common Stock means (x) if the Common Stock is listed or admitted for trading on the New York Stock Exchange or another national securities exchange, a day on which the New York Stock Exchange or such other national securities
exchange, as the case may be, is open for business or (y) if the Common Stock is quoted on NNM, a day on which trades may be made on NNM or (z) otherwise, any day other than a Saturday or Sunday or a day on which banking institutions in the State of
New York are authorized or obligated by law or executive order to close. 
  
 (vi) No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price; provided, however, that any adjustments which by
reason of this subparagraph (vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 1505(a) shall be made to the nearest cent or to the nearest .01 of a
share, as the case may be, with one-half cent and .005 of a share, respectively, being rounded upward. Anything in this Section 1505(a) to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Conversion Price,
in addition to those required by this Section 1505(a), as it in its discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or
distribution of other assets (other than cash dividends) hereafter made by the Company to its stockholders shall not be taxable. 
  
 (vii) In any case in which this Section 1505(a) provides that an adjustment shall become effective immediately after a record date for an
event, the Company may defer until the occurrence of such event (x) issuing to the Holder of any Security converted after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by
reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such holder any amount of cash in lieu of any fractional share of Common Stock
pursuant to Section 1504. 
  
 (viii) Whenever the
Conversion Price is adjusted as herein provided, the Company shall file with the Trustee an Officers’ Certificate, setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such
adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment; provided, however, that the failure of the Company to file such Officers’ Certificate shall not affect the legality or validity of
any corporate action by the Company. 
  
 (ix)
Whenever the Conversion Price for any series of Securities is adjusted as provided in this Section 1505(a), the Company shall cause to be mailed to each Holder of Securities of such series at its then registered address by first-class mail, postage
prepaid, a notice of such adjustment of the Conversion Price setting forth such adjusted 
  

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 Conversion Price and the effective date of such adjusted Conversion Price; provided,
however, that the failure of the Company to give such notice shall not affect the legality or validity of any corporate action by the Company. 
  
 (b) (i) Notwithstanding any other provision herein to the contrary, if any of the following events occur, namely (x) any reclassification or change of
outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination of the Common Stock), (y) any consolidation, merger or
combination of the Company with or into another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common
Stock, or (z) any sale or conveyance of all or substantially all of the assets of the Company to any other entity as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including
cash) with respect to or in exchange for such Common Stock, then appropriate provision shall be made by supplemental indenture so that (A) the Holder of any outstanding Security that is convertible into Common Stock shall have the right to convert
such Security into the kind and amount of the shares of stock and securities or other property or assets (including cash) that would have been receivable upon such reclassification, change, consolidation, merger, combination, sale, or conveyance by
a holder of the number of shares of Common Stock issuable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance and (B) the number of shares of any such other
stock or securities into which such Security shall thereafter be convertible shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the terms of adjustment provided for in this Section, and
Sections 1502, 1503, 1504, 1506, 1507, 1508 and 1509 shall apply on like terms to any such other stock or securities. 
  
 (ii) In case of any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock, or a change
in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger or combination of the Company with or into another corporation or of the sale or conveyance of all or substantially all of the
assets of the Company, the Company shall cause to be filed with the Trustee and to be mailed to each Holder of Securities that are convertible into shares of Common Stock at such Holder’s registered address, the date on which such
reclassification, change, consolidation, merger, combination, sale or conveyance is expected to become effective, and the date as of which it is expected that holders of Common Stock shall be entitled to exchange their Common Stock for stock,
securities or other property deliverable upon such reclassification, change, consolidation, merger, combination, sale or conveyance. 
  
 Section 1506. Taxes on Shares Issued. 
  
 The delivery of stock certificates upon conversions of Securities shall be made without charge to the Holder converting a Security for any tax in respect
of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the delivery of stock registered in any name other than of the Holder of any Security converted, and the
Company shall not be required to deliver any such stock certificate unless and until the person or persons requesting the delivery thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid. 
  

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 Section 1507. Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock.

  
 The Company covenants that all shares of Common Stock
which may be delivered upon conversion of Securities of any series which are convertible into Common Stock will upon delivery be fully paid and nonassessable by the Company and free from all taxes, liens and charges with respect to the issue
thereof. 
  
 The Company covenants that if any shares of Common
Stock to be provided for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly delivered upon conversion, the Company
will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. 
  
 The Company further covenants that it will, if permitted by the rules of the New York Stock Exchange, or such other national stock exchange on which the
Common Stock is listed or admitted to trading or if permitted by the rules of Nasdaq if the Common Stock is approved by it for listing or quotation, list and keep listed for so long as the Common Stock shall be so listed on such exchange, upon
official notice of issuance, all Common Stock deliverable upon conversion of Securities of any series which are convertible into Common Stock. 
  
 Section 1508. Responsibility of Trustee. 
  
 Neither the Trustee nor any conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Conversion Price applicable to such Securities, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same, or whether any such supplemental indenture need be entered into. Neither the Trustee nor any conversion agent shall be accountable with respect to the validity or value (or the kind or amount)
of any shares of Common Stock, or of any securities or property, which may at any time be delivered upon the conversion of any Security; and neither the Trustee nor any conversion agent makes any representation with respect thereto. Neither the
Trustee nor any conversion agent shall be responsible for any failure of the Company to deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion
or for any failure of the Company to comply with any of the covenants of the Company contained in this Article Fifteen. 
  
 Section 1509. Covenant to Reserve Shares. 
  
 The Company covenants that it will at all times reserve and keep available, free from pre-emptive rights, out of its authorized but unissued Common Stock,
such number of shares of Common Stock as shall then be deliverable upon the conversion of all Outstanding Securities of any series of Securities which are convertible into Common Stock. 
  

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 Section 1510. Other Conversions. 
  
 If so provided in a Board Resolution with respect to the Securities of a series, the principal amount of the Securities of
such series may be convertible into or exchangeable for a principal amount of other securities of the Company (which other securities may be issued under this Indenture or otherwise) or convertible into or exchangeable for securities of another
Person, and the issuance of such securities upon any such conversion or exchange shall be made in accordance with the terms of such Board Resolution. 
  
 ARTICLE SIXTEEN 
 IMMUNITY OF
INCORPORATORS, SHAREHOLDERS, 
 OFFICERS AND DIRECTORS 
  
 Section 1601. Immunity of Incorporators, Shareholders, Officers and Directors. 
  
 No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, shareholders, officers or directors, as such, of the Company or any successor corporation, or any
of them, because of the creation of the indebtedness hereby authorized, or under or by this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability of every name and nature, 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, shareholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue
of such Securities. 
  
 * * * 
  
 This instrument may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

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

	CHESAPEAKE CORPORATION
		
	 By:
	 	  


	 Its:
	 	  




  

	 WACHOVIA BANK,
 NATIONAL ASSOCIATION, as Trustee

		
	 By:
	 	  


	 Its:
	 	  




  

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