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Exhibit 4(a)  






OHIO EDISON COMPANY



TO



THE BANK OF NEW YORK  


 

as
Trustee                                        
            






 

Indenture

(For Unsecured Debt Securities)



Dated as of April 1, 2003  


 




  










  



 
 

TABLE OF CONTENTS(1)    
    



	PARTIES	 	1
	RECITAL OF THE COMPANY	 	1
	

 	
 	

Article One	
 	

 
	

 	
 	

Definitions and Other Provisions of General Application	
 	

 
	

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	 	10
	Section 105	 	Notices, etc. to Trustee and Company	 	11
	Section 106	 	Notice to Holders of Securities; Waiver	 	12
	Section 107	 	Conflict with Trust Indenture Act	 	13
	Section 108	 	Effect of Headings and Table of Contents	 	13
	Section 109	 	Successors and Assigns	 	13
	Section 110	 	Severability Clause	 	13
	Section 111	 	Benefits of Indenture	 	13
	Section 112	 	Governing Law	 	13
	Section 113	 	Legal Holidays	 	13
	

 	
 	

Article Two	
 	

 
	

 	
 	

Security Forms	
 	

 
	

Section 201	
 	

Forms Generally	
 	

14
	Section 202	 	Form of Trustee's Certificate of Authentication	 	14
	

 	
 	

Article Three	
 	

 
	

 	
 	

The Securities	
 	

 
	

Section 301	
 	

Amount Unlimited; Issuable in Series	
 	

14
	Section 302	 	Denominations	 	18
	Section 303	 	Execution, Authentication, Delivery and Dating	 	18
	Section 304	 	Temporary Securities	 	20
	Section 305	 	Registration, Registration of Transfer and Exchange	 	21
	Section 306	 	Mutilated, Destroyed, Lost and Stolen Securities	 	22
	Section 307	 	Payment of Interest; Interest Rights Preserved	 	23
	Section 308	 	Persons Deemed Owners	 	24
	Section 309	 	Cancellation by Security Registrar	 	24
	Section 310	 	Computation of Interest	 	24
	Section 311	 	Payment to Be in Proper Currency	 	24
	Section 312	 	Extension of Interest Payment	 	25
	

 	
 	

Article Four	
 	

 
	

 	
 	

Redemption of Securities	
 	

 
	

Section 401	
 	

Applicability of Article	
 	

25
	Section 402	 	Election to Redeem; Notice to Trustee	 	25
	Section 403	 	Selection of Securities to Be Redeemed	 	25
	Section 404	 	Notice of Redemption	 	26
	Section 405	 	Securities Payable on Redemption Date	 	27
	Section 406	 	Securities Redeemed in Part	 	28
	

	
 	

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





i





 

	

 	
 	

Article Five	
 	

 
	

 	
 	

Sinking Funds	
 	

 
	

Section 501	
 	

Applicability of Article	
 	

28
	Section 502	 	Satisfaction of Sinking Fund Payments with Securities	 	28
	Section 503	 	Redemption of Securities for Sinking Fund	 	28
	

 	
 	

Article Six	
 	

 
	

 	
 	

Covenants	
 	

 
	

Section 601	
 	

Payment of Principal, Premium and Interest	
 	

29
	Section 602	 	Maintenance of Office or Agency	 	29
	Section 603	 	Money for Securities Payments to Be Held in Trust	 	30
	Section 604	 	Corporate Existence	 	31
	Section 605	 	Maintenance of Properties	 	31
	Section 606	 	Annual Officer's Certificate as to Compliance	 	31
	Section 607	 	Waiver of Certain Covenants	 	32
	Section 608	 	Limitation on Liens	 	32
	Section 609	 	Limitation on Sale and Lease-Back Transactions	 	34
	

 	
 	

Article Seven	
 	

 
	

 	
 	

Satisfaction and Discharge	
 	

 
	

Section 701	
 	

Satisfaction and Discharge of Securities	
 	

35
	Section 702	 	Satisfaction and Discharge of Indenture	 	37
	Section 703	 	Application of Trust Money	 	38
	

 	
 	

Article Eight	
 	

 
	

 	
 	

Events of Default; Remedies	
 	

 
	

Section 801	
 	

Events of Default	
 	

38
	Section 802	 	Acceleration of Maturity; Rescission and Annulment	 	39
	Section 803	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	40
	Section 804	 	Trustee May File Proofs of Claim	 	41
	Section 805	 	Trustee May Enforce Claims Without Possession of Securities	 	42
	Section 806	 	Application of Money Collected	 	42
	Section 807	 	Limitation on Suits	 	42
	Section 808	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	43
	Section 809	 	Restoration of Rights and Remedies	 	43
	Section 810	 	Rights and Remedies Cumulative	 	43
	Section 811	 	Delay or Omission Not Waiver	 	43
	Section 812	 	Control by Holders of Securities	 	43
	Section 813	 	Waiver of Past Defaults	 	44
	Section 814	 	Undertaking for Costs	 	44
	Section 815	 	Waiver of Stay or Extension Laws	 	44
	

 	
 	

Article Nine	
 	

 
	

 	
 	

The Trustee	
 	

 
	

Section 901	
 	

Certain Duties and Responsibilities	
 	

45
	Section 902	 	Notice of Defaults	 	46
	Section 903	 	Certain Rights of Trustee	 	46
	Section 904	 	Not Responsible for Recitals or Issuance of Securities	 	47
	 	 	 	 	 



ii





 

	Section 905	 	May Hold Securities	 	47
	Section 906	 	Money Held in Trust	 	47
	Section 907	 	Compensation and Reimbursement	 	48
	Section 908	 	Disqualification; Conflicting Interests	 	48
	Section 909	 	Corporate Trustee Required; Eligibility	 	49
	Section 910	 	Resignation and Removal; Appointment of Successor	 	49
	Section 911	 	Acceptance of Appointment by Successor	 	51
	Section 912	 	Merger, Conversion, Consolidation or Succession to Business	 	52
	Section 913	 	Preferential Collection of Claims Against Company	 	52
	Section 914	 	Co-trustees and Separate Trustees	 	53
	Section 915	 	Appointment of Authenticating Agent	 	54
	

 	
 	

Article Ten	
 	

 
	

 	
 	

Holders' Lists and Reports by Trustee and Company	
 	

 
	

Section 1001	
 	

Lists of Holders	
 	

55
	Section 1002	 	Reports by Trustee and Company	 	56
	

 	
 	

Article Eleven	
 	

 
	

 	
 	

Consolidation, Merger, Conveyance or Other Transfer	
 	

 
	

Section 1101	
 	

Company May Consolidate, etc. Only on Certain Terms	
 	

56
	Section 1102	 	Successor Person Substituted	 	57
	

 	
 	

Article Twelve	
 	

 
	

 	
 	

Supplemental Indentures	
 	

 
	

Section 1201	
 	

Supplemental Indentures Without Consent of Holders	
 	

57
	Section 1202	 	Supplemental Indentures With Consent of Holders	 	58
	Section 1203	 	Execution of Supplemental Indentures	 	60
	Section 1204	 	Effect of Supplemental Indentures	 	60
	Section 1205	 	Conformity With Trust Indenture Act	 	60
	Section 1206	 	Reference in Securities to Supplemental Indentures	 	60
	Section 1207	 	Modification Without Supplemental Indenture	 	60
	

 	
 	

Article Thirteen	
 	

 
	

 	
 	

Meetings of Holders; Action Without Meeting	
 	

 
	

Section 1301	
 	

Purposes for Which Meetings May Be Called	
 	

61
	Section 1302	 	Call, Notice and Place of Meetings	 	61
	Section 1303	 	Persons Entitled to Vote at Meetings	 	61
	Section 1304	 	Quorum; Action	 	62
	Section 1305	 	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings	 	63
	Section 1306	 	Counting Votes and Recording Action of Meetings	 	63
	Section 1307	 	Action Without Meeting	 	64
	

 	
 	

Article Fourteen	
 	

 
	

 	
 	

Immunity of Incorporators, Shareholders, Officers and Directors	
 	

 
	

Section 1401	
 	

Liability Solely Corporate	
 	

64




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OHIO EDISON COMPANY
  
  Reconciliation and tie between Trust Indenture Act of 1939
  and Indenture, dated as of April 1, 2003    
    



	Trust Indenture Act Section
 
	 	Indenture Section

	§310	 	(a)(1)	 	909
	 	 	(a)(2)	 	909
	 	 	(a)(3)	 	914
	 	 	(a)(4)	 	Not Applicable
	 	 	(b)	 	908
	 	 	 	 	910
	§311	 	(a)	 	913
	 	 	(b)	 	913
	 	 	(c)	 	913
	§312	 	(a)	 	1001
	 	 	(b)	 	1001
	 	 	(c)	 	1001
	§313	 	(a)	 	1002
	 	 	(b)	 	1002
	 	 	(c)	 	1002
	§314	 	(a)	 	1002
	 	 	(a)(4)	 	606
	 	 	(b)	 	Not Applicable
	 	 	(c)(1)	 	102
	 	 	(c)(2)	 	102
	 	 	(c)(3)	 	Not Applicable
	 	 	(d)	 	Not Applicable
	 	 	(e)	 	102
	§315	 	(a)	 	901
	 	 	 	 	903
	 	 	(b)	 	902
	 	 	(c)	 	901
	 	 	(d)	 	901
	 	 	(e)	 	814
	§316	 	(a)	 	812
	 	 	 	 	813
	 	 	(a)(1)(A)	 	802
	 	 	 	 	812
	 	 	(a)(1)(B)	 	813
	 	 	(a)(2)	 	Not Applicable
	 	 	(b)	 	808
	§317	 	(a)(1)	 	803
	 	 	(a)(2)	 	804
	 	 	(b)	 	603
	§318	 	(a)	 	107




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        INDENTURE, dated as of April 1, 2003 between OHIO EDISON COMPANY, a corporation
duly organized and existing under the laws of the State of Ohio (herein called the "Company"), having its principal office at 76 South Main Street,
Akron, Ohio 44308-1890, and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York,
having its principal corporate trust office at 101 Barclay Street, New York, New York, as Trustee (herein called the "Trustee"). 


 
 

RECITAL OF THE COMPANY    
    


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the "Securities"), in an unlimited aggregate principal amount to be issued in one or more series as
contemplated herein; and all acts necessary to make this Indenture a valid agreement of the Company have been performed. 


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


        NOW,
THEREFORE, THIS INDENTURE WITNESSETH: 


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


 
 

ARTICLE ONE    
    


 
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    
    


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



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


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


        (c)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States,
and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such computation or, at the election of the Company from time to time, at the date of the execution and delivery of this
Indenture; provided, however, that in determining generally accepted accounting principles applicable to the Company, the Company shall, to the extent
required, conform to any order, rule or regulation of any administrative agency, regulatory authority or other governmental body having jurisdiction over the Company; 



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


        (e)   the
words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision. 




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


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





 



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


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


        "Authorized Officer" means the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President, the Treasurer,
any Assistant Treasurer, or any other officer or agent of the Company duly authorized by the Board of Directors to act in respect of matters relating to this Indenture. 


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


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



        "Business Day", when used with respect to a Place of Payment or any other particular location specified in the Securities or this
Indenture, means any day, other than a Saturday or Sunday, which is not a day on which the Corporate Trust Office of the Trustee or banking institutions or trust companies in such Place of Payment or
other location are generally authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified as contemplated by Section 301. 


        "Capitalization" means the total of all the following items appearing on, or included in, the Company's consolidated balance sheet:
(i) liabilities for indebtedness maturing more than twelve (12) months from the date of determination; and (ii) common stock, preferred stock, Hybrid Preferred Securities,
premium on capital stock, capital surplus, capital in excess of par value, and retained earnings (however the foregoing may be designated), less, to the extent not otherwise deducted, the cost of
shares of the capital stock of the Company held in the Company's treasury. Subject to the foregoing, capitalization shall be determined in accordance with generally accepted accounting principles and
practices applicable to the type of business in which the Company is engaged and may be determined as of a date not more than sixty (60) days prior to the happening of an event for which such
determination is being made. 


        "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 date of execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body, if any, performing such duties at such time. 


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


        "Company Request" or "Company Order" means a written request or order signed in the name
of the Company by an Authorized Officer and delivered to the Trustee. 


        "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution and 


2





 



delivery
of this instrument is located at 101 Barclay Street, Floor 8 West, New York, New York 10286 Attention Corporate Trust Division—Corporate Finance Unit. 


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


        "Debt" means any outstanding debt for money borrowed evidenced by notes, debentures, bonds or other securities. 


        "Defaulted Interest" has the meaning specified in Section 307. 


        "Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 802. 



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


        "Eligible Obligations" means: 



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



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




        "Event of Default" has the meaning specified in Section 801. 


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


        "Government Obligations" means: 



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


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




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


        "Hybrid Preferred Securities" means any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred
securities have the following characteristics: 



          (i)  such
Hybrid Preferred Securities Subsidiary lends substantially all of the proceeds from the issuance of such preferred securities to the Company, or a wholly-owned
Subsidiary of the Company, in exchange for Subordinated Indebtedness issued by the Company; 



3





 

         (ii)  such
preferred securities contain terms providing for the deferral of interest payments corresponding to provisions providing for the deferral of interest payments on
the related Subordinated Indebtedness; and 


        (iii)  the
Company makes periodic interest payments on the related Subordinated Indebtedness, which interest payments are in turn used by the Hybrid Preferred Securities
Subsidiary to make corresponding payments to the holders of the preferred securities. 




        "Hybrid Preferred Securities Subsidiary" means any limited partnership or business trust (or similar entity) (i) all of the general
partnership or common equity interest of which is owned (either directly or indirectly through any wholly-owned Subsidiary of the Company or any consolidated Subsidiary of the Company) at all times by
the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of
Subordinated Indebtedness issued by the Company and payments made from time to time on such Subordinated Indebtedness. 


        "Indenture" means this instrument as originally executed and delivered and as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of a particular series of Securities established as contemplated by
Section 301. 


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


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


        "Lien" means any mortgage, security interest, pledge or lien. 


        "Maturity", when used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as provided in such Security or in this Indenture, whether at the Stated Maturity, by declaration of acceleration, upon redemption, tender for purchase, or otherwise. 


        "Net Tangible Assets" means the amount shown as total assets on the Company's consolidated balance sheet, less (i) intangible
assets including, without limitation, such items as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense; (ii) current liabilities; and (iii) appropriate
adjustments, if any, related to minority interests. Such amounts shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in
which the Company is engaged and may be determined as of a date not more than sixty (60) days prior to the happening of the event for which such determination is being made. 


        "Officer's Certificate" means a certificate signed by an Authorized Officer and delivered to the Trustee. 


        "Operating Property" means (i) any interest in real property owned by the Company and (ii) any asset owned by the Company
that is depreciable in accordance with generally accepted accounting principles. 



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


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



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


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



4





 




        (c)   Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it and the Company that such Securities are held by a bona fide
purchaser or purchasers in whose hands such Securities are valid obligations of the Company; 


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



         (x)  Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or
such obligor owns all Securities Outstanding under this Indenture, or (except for the purposes of actions to be taken by Holders of (i) more than one series voting as a class under
Section 812 or (ii) more than one series or more than one Tranche, as the case may be, voting as a class under Section 1202) all Outstanding Securities of each such series and
each such Tranche, as the case may be, determined without regard to this clause (x)) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded; provided,  however, that Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor; and 


         (y)  the
principal amount of a Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 802; 




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




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


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


        "Person" means any individual, corporation, joint venture, trust, unincorporated organization or any Governmental Authority. 


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


5





 



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


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


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


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


        "Required Currency" has the meaning specified in Section 311. 


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


        "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing to the Company of any
Operating Property (except for leases for a term, including any renewal thereof, of not more than forty-eight (48) months), which Operating Property has been or is to be sold or transferred by
the Company to such Person; provided, however, Sale and Lease-Back Transaction shall not include any arrangement (i) first entered into prior to the date of this Indenture and
(ii) involving the exchange of any Operating Property for any property subject to an arrangement specified in the preceding clause (i). 


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


6







  





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


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


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


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



        "Subordinated Indebtedness" means any unsecured Debt of the Company (i) issued in exchange for the proceeds of Hybrid Preferred
Securities and (ii) subordinated to the rights of the Holders hereunder. 


        "Subsidiary" means a corporation more than 50% of the outstanding voting stock or other voting interest 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 that ordinarily
has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 



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


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


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


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


        "Value" means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater
of (i) the net proceeds to the Company from the sale or transfer of the Operating Property leased pursuant to the Sale and Lease-Back Transaction or (ii) the net book value
of the Operating Property leased, as determined by the Company in accordance with generally accepted accounting principles, in either case multiplied by a fraction, the numerator of which shall be
equal to the number of full years of the term of the lease that is part of such Sale and Lease-Back Transaction remaining at the time of determination and the denominator of which shall be
equal to the number of full years of the term of such lease, without regard, in any case, to any renewal or extension options contained in such lease. 


        Section
102    Compliance Certificates and Opinions.    Except as otherwise expressly provided in this Indenture, upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee 


7





 



an
Officer's Certificate stating that, or stating in the opinion of the signer thereof that, all conditions precedent, if any, provided for in this Indenture relating to the proposed action (including
any covenants compliance with which constitutes a condition precedent) have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be furnished. 


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



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



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


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


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




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


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



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


        Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officer's Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally
filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or
delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective
document or instrument indicates that action has been taken by or at the request of the Company which could not have been taken had the original document or instrument not contained such error or
omission, the 


8





 



action
so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or
bad faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid. 


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



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


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


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


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



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



9





 




authenticated
and delivered by the Trustee in exchange for Outstanding Securities of such series or Tranche. 



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




        Section
105    Notices, etc. to Trustee and Company.    Any request, demand, authorization, direction, notice,
consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the
Company, or the Company by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and delivered personally to an officer or other responsible employee of the addressee at the applicable location set forth below or at such other
location as such party may from time to time designate by written notice, or transmitted by facsimile transmission or other direct written electronic means to such telephone number or other electronic
communications address as the parties hereto shall from time to time designate by written notice, or transmitted by certified or registered mail, charges prepaid, to the applicable address set forth
below or to such other address as either party hereto may from time to time designate by written notice: 




If
to the Trustee, to:



The Bank of New York

101 Barclay Street, Floor 8 West

New York, New York 10286

Attention: Corporate Trust Division—Corporate Finance Unit

Telephone: (212) 815-5445

Telecopy: (212) 815-5705 


If
to the Company, to:



Ohio Edison Company

76 South Main Street

Akron, Ohio 44308-1890

Attention: Treasurer

Telephone: (330) 384-5889

Telecopy: (330) 384-3772 





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


        Section
106    Notice to Holders of Securities; Waiver.    Except as otherwise expressly provided herein, where this
Indenture provides for notice to Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to Holders if in writing and mailed, first-class postage 


10





 



prepaid,
to each Holder affected by such event, at the address of such Holder as it appears in the Security Register, not later than the latest date, if any, and not earlier than the earliest date, if
any, prescribed for the giving of such notice. 


        In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by mail, then such notification as
shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. 



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


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


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


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


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


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


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


        Section
113    Legal Holidays.    In any case where any Interest Payment Date, Redemption Date or Stated Maturity of
any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities other than a provision in Securities of any series,
or any Tranche thereof, or in the Board Resolution or Officer's Certificate which establishes the terms of the Securities of such series or Tranche, which specifically states that such provision shall
apply in lieu of this Section) payment of interest or principal and premium, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such
Place of Payment, with the same force and effect, and in the same amount, as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, as the case may be, and, if such
payment is made or duly provided for on such Business Day, no interest (or Interest, as 


11





 

applicable)
shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to such Business Day. 


 
 

ARTICLE TWO
  
    SECURITY FORMS    
    



        Section
201    Forms Generally.    The definitive Securities of each series shall be in substantially the form or
forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing such series, or in an Officer's Certificate pursuant to such supplemental
indenture or Board Resolution, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution of such Securities. If the form or forms of Securities of any series are established in a Board Resolution or in
an Officer's Certificate pursuant to a Board Resolution, such Board Resolution and Officer's Certificate, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Securities. 


        Unless
otherwise specified as contemplated by Section 301 or clause (g) of Section 1201, the Securities of each series shall be issuable in registered form without
coupons. The definitive Securities shall be produced in such manner as shall be determined by the officers executing such Securities, as evidenced by their execution thereof. 



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


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


Dated:




	 	 	
 as Trustee	,
	 	 	 	 	 	 
	 	 	By:	 	


Authorized Signatory

	 




 
 

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



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


        (b)   any
limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such 



12





 




series
pursuant to Section 304, 305, 306, 406 or 1206 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 


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


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


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



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



13







  



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



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



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


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


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


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



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


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



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


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


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



14





 




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


        (s)   if
the Securities of such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental thereto which are not specifically
addressed in a supplemental indenture as contemplated by clause (g) of Section 1201; 


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


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


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


        (w)  any
non-applicability of Section 608 to the Securities of such series or any exceptions or modifications of Section 608 with respect to the
Securities of such series; 


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


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




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


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


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


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


15






 

Officer
or by the Secretary or an Assistant Secretary of the Company. The signature of any or all of these officers on the Securities may be manual or facsimile. 


        Securities
bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers or the Secretary or an Assistant Secretary of the Company shall
bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the
date of such Securities. 


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



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


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


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


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



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


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



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





provided, however, that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such Securities (provided that such Opinion of Counsel addresses the authentication and delivery of all Securities of such
series) 


16





 

and
that in lieu of the opinions described in clauses (ii) and (iii) above Counsel may opine that: 



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


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




        With
respect to Securities of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the form,
terms thereof and the legality, validity, binding effect and enforceability thereof, and compliance of the authentication and delivery thereof with the terms and conditions of this Indenture, upon the
Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, at or prior to the time of the first authentication of Securities of such series
unless and until such opinion or other documents have been superseded or revoked or expire by their terms. In connection with the authentication and delivery of Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to assume that the Company's instructions to authenticate and deliver such Securities do not violate any applicable law or any applicable rule,
regulation or order of any Governmental Authority having jurisdiction over the Company. 


        If
the form or terms of the Securities of any series have been established by or pursuant to a Board Resolution or an Officer's Certificate as permitted by Sections 201 or 301, the
Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture will materially or adversely affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 



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


        Unless
otherwise specified as contemplated by Section 301 with respect to any series of Securities, no Security shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating Agent by
manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but shall never
have been issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need
not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits hereof. 


17





 



        Section
304    Temporary Securities.    Pending the preparation of definitive Securities of any series, or any Tranche
thereof, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities; provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion or exchange provisions. 


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


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


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


        Except
as otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, upon surrender for registration of transfer of
any Security of such series or Tranche at the office or agency of the Company maintained pursuant to Section 602 in a Place of Payment for such series or Tranche, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series and Tranche, of authorized denominations and of like
tenor and aggregate principal amount. 


        Except
as otherwise specified as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, any Security of such series or Tranche may be
exchanged at the option of the Holder, for one or more new Securities of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of
the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. 


18





 



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


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


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



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


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


        If
there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the ownership of and the destruction, loss or theft of any Security and
(b) such security or indemnity as may
be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security is held by a Person
purporting to be the owner of such Security, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the
same series and Tranche, and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 


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


        Upon
the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. 


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



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


19





 



        Section
307    Payment of Interest; Interest Rights Preserved.    Unless otherwise specified as contemplated by
Section 301 with respect to the Securities of any series, or any Tranche thereof, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 


        Subject
to Section 312, any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the related Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below: 



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



20







  




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




        Subject
to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


        Section
308    Persons Deemed Owners.    Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 


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


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



        Section
311    Payment to Be in Proper Currency.    In the case of the Securities of any series, or any Tranche
thereof, denominated in any currency other than Dollars or in a composite currency (the "Required Currency"), except as otherwise specified with respect
to such Securities as contemplated by Section 301, the obligation of the Company to make any payment of the principal thereof, or the premium or interest thereon, shall not be discharged or
satisfied by any tender by the Company, or recovery by the Trustee, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other than the Required Currency, the Trustee may take such actions as it
considers appropriate to exchange such currency for the Required Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any shortfall or delinquency in the full amount of Required Currency then due and payable, 


21





 



and
in no circumstances shall the Trustee be liable therefor except in the case of its negligence or willful misconduct. 



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


 
 

ARTICLE FOUR
  
    REDEMPTION OF SECURITIES


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


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


        Section
403    Selection of Securities to Be Redeemed.    If less than all the Securities of any series, or any
Tranche thereof, are to be redeemed, the particular Securities to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series or Tranche not previously called for
redemption, by such method as shall be provided for any particular series, or, in the absence of any such provision, by such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of such series or Tranche or any integral multiple thereof) of the principal amount of
Securities of such series or Tranche of a denomination larger than the minimum authorized denomination for Securities of such series or Tranche; provided,
however, that if, as indicated in an Officer's Certificate, the Company shall have offered to purchase all or any principal amount of the Securities then Outstanding of any
series, or any Tranche thereof, and less than all of such Securities as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company
Order, shall select for redemption all or any principal amount of such Securities which have not been so tendered. 



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


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


        Section
404    Notice of Redemption.    Except as otherwise specified as contemplated by Section 301 for
Securities of any series, notice of redemption shall be given in the manner provided in Section 106 


22





 



to
the Holders of the Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date. 



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



        (a)   the
Redemption Date, 


        (b)   the
Redemption Price (if known), 


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


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


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


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


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


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




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


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


23





 



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



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


 
 

ARTICLE FIVE
  
    SINKING FUNDS    
    


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



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



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


24





 



Redemption
Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 



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



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


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


        (c)   the
aggregate sinking fund payment; 


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


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




        If
the Company shall have not delivered such Officer's Certificate and, to the extent applicable, all such Securities, the next succeeding sinking fund payment for such series or Tranche
shall be made entirely in cash in the amount of the mandatory sinking fund payment. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 403 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 404. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 405 and 406. 


 
 

ARTICLE SIX
  
    COVENANTS    
    


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



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


        The
Company may also from time to time designate one or more other offices or agencies with respect to the Securities of one or more series, or any Tranche thereof, for any or all of the
foregoing purposes and may from time to time rescind such designations; provided, however, that, unless otherwise 


25





 



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



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


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


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


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



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



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



26







  




        (c)   at
any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent and furnish to the Trustee such information as it possesses regarding the names and addresses of the Persons entitled to such sums. 




        The
Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 


        Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any, or interest, if any, on any
Security and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company on Company Request, or, if then held by the
Company, shall be discharged from such trust; and, upon such payment or discharge, the Holder of such Security shall, as an unsecured general creditor and not as a Holder of an Outstanding Security,
look only to the Company for payment of the amount so due and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of
the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such
payment to the Company, may at the expense of the Company cause to be mailed, on one occasion only, notice to such Holder that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such mailing, any unclaimed balance of such money then remaining will be paid to the Company. 


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


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



        Section
606    Annual Officer's Certificate as to Compliance.    Not later than May 1 in each year, commencing
May 1, 2004 the Company shall deliver to the Trustee an Officer's Certificate which need not comply with Section 102, executed by the principal executive officer, the principal financial
officer or the principal accounting officer of the Company, as to such officer's knowledge of the Company's compliance with all conditions and covenants under this Indenture, such compliance to be
determined without regard to any period of grace or requirement of notice under this Indenture, and making any other statements as may be required by the provisions of Section 314(a)(4) of the
Trust Indenture Act. 


        Section
607    Waiver of Certain Covenants.    The Company may omit in any particular instance to comply with any
term, provision or condition set forth in (a) Section 602 or any additional covenant or restriction specified with respect to the Securities of any series, or any Tranche thereof, as
contemplated by Section 301, if before the time for such compliance the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect
to 


27





 



which
compliance with Section 602 or such additional covenant or restriction is to be omitted, considered as one class, shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition and (b) Section 604, 605 or Article Eleven if before the time for such compliance the Holders of a majority
in principal amount of Securities Outstanding under this Indenture shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision
or condition; but, in the case of (a) or (b), no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 


        Section
608    Limitation on Liens.    (a) So long as any Securities of any series are Outstanding, the
Company may not issue, assume, guarantee or permit to exist any Debt that is secured by any Lien of or upon any of the Company's Operating Property, whether owned at the date hereof or subsequently
acquired, without in any such case effectively securing the Outstanding Securities (together with, if the Company shall so determine, any of the Company's other indebtedness ranking equally with such
Securities) equally and ratably with such Debt (but only so long as such Debt is so secured); provided, however, that the foregoing restriction shall
not apply to: 




        (1)   Liens
on any Operating Property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to that
Operating Property); 


        (2)   Liens
on operating property of a corporation existing at the time such corporation is merged into or consolidated with, or at the time the corporation sells, leases or
otherwise disposes of its properties (or of a division thereof) as or substantially as an entirety to, the Company; 



        (3)   Liens
on Operating Property to secure the costs of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure any
Debt incurred to provide funds for any of such purposes or for reimbursement of funds previously expended for any of such purposes, provided such Liens are created or assumed contemporaneously with,
or within eighteen (18) months after, such acquisition or the completion of such substantial repair or alteration, construction, development or substantial improvement; 


        (4)   Liens
in favor of any State of the United States or any department, agency or instrumentality or political subdivision of any State, or for the benefit of holders of
securities issued by any such entity (or providers of credit enhancement with respect to such securities), to secure any Debt (including, without limitation, obligations of the Company with respect to
industrial development, pollution control or similar revenue bonds) incurred for the purpose of financing or refinancing all or any part of the purchase price or the cost of substantially repairing or
altering, constructing, developing or substantially improving property which at the time of such purchase, repair, alteration, construction, development or improvement was owned or operated by the
Company; 


        (5)   Liens
securing Debt outstanding as of the date of issuance of the first series of Securities issued under this Indenture; 



        (6)   Liens
securing Debt maturing less than twelve (12) months from its issuance or incurrence and is not extendible at the option of the Company; 


        (7)   Liens
on Operating Property which is the subject of a lease agreement designating the Company as lessee and all of its right, title and interest in such Operating
Property and such lease agreement, whether or not such lease agreement is intended as security; 




28





 





        (8)   Liens
for taxes and similar levies, deposits to secure performance or obligations under certain specified circumstances and laws, mechanics' and other similar Liens
arising in the ordinary course of business, Liens created by or resulting from legal proceedings being contested in good faith, and certain other similar Liens arising in the ordinary course of
business; 


        (9)   Liens
under Section 906 hereof; or 


        (10) any
extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in clauses (1) through
(9), provided, however, that the principal amount of Debt secured thereby and not otherwise authorized by clauses (1) through (9), shall not exceed the principal amount of Debt, plus any
premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of the extension, renewal or replacement. 





        (b)   Notwithstanding
the provisions of Section 608(a), the Company may issue, assume or guarantee Debt secured by Liens which would otherwise be subject to the
restrictions of Section 608(a) up to an aggregate principal amount which, together with the principal amount of all other Debt of the Company secured by Liens (other than Liens permitted by
Section 608(a) that would otherwise be subject to any of the foregoing restrictions) and the Value of all Sale and Lease-Back Transactions in existence at such time (other than any
Sale and Lease-Back Transaction that, if such Sale and Lease-Back Transaction had been a Lien, would have been permitted by Section 608(a), other than Sale and
Lease-Back Transactions permitted by Section 609 because the commitment by or on behalf of the purchaser was obtained no later than eighteen (18) months after the later of
events described in (i) or (ii) of Section 609, and other than Sale and Lease-Back Transactions as to which application of amounts have been made in accordance with
clause (z) of Section 609), does not exceed the greater of fifteen percent (15%) of Net Tangible Assets and fifteen percent (15%) of Capitalization. 



        (c)   If
the Company shall issue, assume or guarantee any Debt secured by any Lien and if Section 608(a) requires that the Outstanding Securities be secured equally and
ratably with such Debt, the Company will promptly execute, at its expense, any instruments necessary to so equally and ratably secure the Outstanding Securities and deliver the same to the Trustee
along with: 




        (i)    An
Officers' Certificate stating that the covenant of the Company contained in Section 608(a) has been complied with; and 



        (ii)   An
Opinion of Counsel to the effect that the Company has complied with the covenant contained in Section 608(a), and that any instruments executed by the Company
in the performance of such covenant comply with the requirements of such covenant. 





        In
the event that the Company shall hereafter secure Outstanding Securities equally and ratably with any other obligation or indebtedness pursuant to the provisions of this
Section 608, the Company will, upon the request of the Trustee, enter into an indenture or agreement supplemental hereto and take such other action, if any, as the Trustee may reasonably
request to enable it to enforce effectively the rights of the Holders of Outstanding Securities so secured, equally and ratably with such other obligation or indebtedness. 


        Section
609    Limitation on Sale and Lease-Back Transactions.    So long as any Securities are
Outstanding, the Company shall not enter into or permit to exist, any Sale and Lease-Back Transaction with respect to any Operating Property if, in any case, the commitment by or on behalf
of the purchaser is obtained more than eighteen (18) months after the later of (i) the completion of the acquisition, construction or development of such Operating Property or
(ii) the placing in operation of such Operating Property or of such Operating Property as constructed or developed or substantially repaired, altered or improved, unless (x) the Company
would be entitled pursuant to Section 608(a) to issue, assume, guarantee or permit to exist Debt secured by a Lien on such Operating Property without 


29





 

equally
and ratably securing the Securities or (y) the Company would be entitled pursuant to Section 608(b), after giving effect to such Sale and Lease-Back Transaction, to
incur $1.00 of additional Debt secured by Liens (other than Liens permitted by Section 608(a)) or (z) the Company shall apply or cause to be applied, in the case of a sale or transfer
for cash, an amount equal to the net proceeds thereof (but not in excess of the net book value of such Operating Property at the date of such sale or transfer) and, in the case of a sale or transfer
otherwise than for cash, an amount equal to the fair value (as determined by the Board of Directors of the Company) of the Operating Property so leased, to the retirement, within one hundred eighty
(180) days after the effective date of such Sale and Lease-Back Transaction, of Securities (in accordance with their terms) or other Debt of the Company ranking senior to, or
equally with, the Securities; provided, however, that the amount to be applied to such retirement of Debt shall be reduced by an amount equal to the principal amount, plus any premium or fee paid in
connection with any redemption in accordance with the terms of Debt voluntarily retired by the Company within such one hundred eighty (180) day period, excluding retirement pursuant to
mandatory sinking fund or prepayment provisions and payments at Maturity. 


 
 

ARTICLE SEVEN
  
    SATISFACTION AND DISCHARGE    
    


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



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


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


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




        to
pay when due the principal of and premium, if any, and interest, if any, due and to become due on such Securities or portions thereof on or prior to Maturity; provided, however, that
in the case of the provision for payment or redemption of less than all the Securities of any series or Tranche, such Securities or portions thereof shall have been selected by the Trustee as provided
herein and, in the case of a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have been given by the Company to the Trustee to
give such notice, under arrangements satisfactory to the Trustee; and provided, further, that the Company shall have delivered to the Trustee and such Paying Agent: 




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


        (y)   if
Eligible Obligations shall have been deposited, an Opinion of Counsel that the obligations so deposited constitute Eligible Obligations and do not contain provisions
permitting the redemption or other prepayment at the option of the issuer thereof, and an opinion of an independent public accountant of nationally recognized standing, selected by the 




30





 





Company,
to the effect that the requirements set forth in clause (b) above have been satisfied; and 


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





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


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


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


31







  





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



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


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


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



        (a)   no
Securities remain Outstanding hereunder; and 


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




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


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


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


        Section 703    Application of Trust Money.    Neither the Eligible Obligations nor the money deposited pursuant
to Section 701, nor the principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of
the principal of and premium, if any, and interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made, all subject, however, to the provisions
of Section 603; provided, however, that, so long as there shall not have occurred and be 


32





 



continuing
an Event of Default, any cash received from such principal or interest payments on such Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable and upon
Company Request, be invested in Eligible Obligations of the type described in clause (b) in the first paragraph of Section 701 maturing at such times and in such amounts as shall be
sufficient, together with any other moneys and the principal of and interest on any other Eligible Obligations then held by the Trustee, to pay when due the principal of and premium, if any, and
interest, if any, due and to become due on such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall be paid over to the Company as
received, free and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 907; and provided,  further, that, so
long as there shall not have occurred and be continuing an Event of Default, any moneys held in accordance with this Section on the
Maturity of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then due on such Securities shall be paid over to the Company free
and clear of any trust, lien or pledge under this Indenture except the lien provided by Section 907; and provided,  further, that if an Event of
Default shall have occurred and be continuing, moneys to be paid over to the Company pursuant to this Section shall be held
until such Event of Default shall have been waived or cured. 


 
 

ARTICLE EIGHT
  
    EVENTS OF DEFAULT; REMEDIES


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



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


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



        (c)   failure
to perform or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in the performance of which or
breach of which is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 33% in
principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Securities of such series not less than the
principal amount of Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration;  provided, however, that the Trustee, or the Trustee and the Holders of such principal amount of
Securities of such series, as the case may be, shall be deemed to have agreed to an extension of such period if corrective action is initiated by the Company within such period and is being diligently
pursued; or 


        (d)   the
entry by a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition by one or more Persons other than the Company seeking reorganization, arrangement, adjustment or composition 



33





 




of
or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company or
for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order for relief or any such other decree or order shall have remained
unstayed and in effect for a period of 90 consecutive days; or 


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



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




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


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



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



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


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




34





 





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


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




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




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



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



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


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


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



        (a)   to
file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due to the Trustee under Section 907) and of the Holders allowed
in such judicial proceeding, and 


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




and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amounts due it under Section 907. 


35





 

        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


        Section 805    Trustee May Enforce Claims Without Possession of Securities.    All rights of action and claims
under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered. 


        Section 806    Application of Money Collected.    Any money or other property collected by the Trustee pursuant
to this Article and any money or other property distributable in respect of the Company's obligations under this Indenture after an Event of Default shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if any, or interest, if any, upon presentation of the Securities in respect of
which or for the benefit of which such money shall have been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 



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


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


        (c)   To
the payment of the remainder, if any, to the Company or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 




        Section 807    Limitation on Suits.    No Holder shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 



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


        (b)   the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of Default shall have occurred and be
continuing, considered as one class, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 


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


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


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



36





 





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


        Section 808    Unconditional Right of Holders to Receive Principal, Premium and Interest.    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and (subject to
Sections 307 and 312) interest, if any, on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit
for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 


        Section 809    Restoration of Rights and Remedies.    If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, and Trustee and such Holder shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall continue as though no such proceeding had been instituted. 


        Section 810    Rights and Remedies Cumulative.    Except as otherwise provided in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. 


        Section 811    Delay or Omission Not Waiver.    No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may
be. 


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


        Section 813    Waiver of Past Defaults.    The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a
default 


37





 



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



        (b)   in
respect of a covenant or provision hereof which under Section 1202 cannot be modified or amended without the consent of the Holder of each Outstanding Security
of such series affected. 




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


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


        Section 815    Waiver of Stay or Extension Laws.    The Company covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no
such law had been enacted. 


38






  



 
 

ARTICLE NINE
  
    THE TRUSTEE    
    



        Section
901    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 hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 




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



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



        (1)   this
Subsection shall not be construed to limit the effect of Subsections (a) or (d) 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; and 


        (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 Sections 101 and 104, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series. 




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


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


        Section
902    Notice of Defaults.    The Trustee shall give notice of any default hereunder known to the Trustee with
respect to the Securities of any series to the Holders of Securities of such series in the manner and to the extent required to do so by the Trust Indenture Act, unless such default shall have been
cured or waived; provided, however, that in the case of any default of the character specified in Section 801(c), no such notice to Holders shall
be given until at least 45 days after the occurrence 


39





 



thereof.
For the purpose of this Section and clause (h) of Section 903, the term "default" means any event which is, or after notice or lapse of time, or both, would become, an Event of
Default. 


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


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


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


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



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


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


        (f)    the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject to applicable legal requirements) be entitled to
examine, during normal business hours, the books, records and premises of the Company, personally or by agent or attorney; 



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


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


        (i)    the
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 


40





 



        (j)    the
Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers. 


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


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


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


        Section
907    Compensation and Reimbursement.    The Company shall 



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


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



        (c)   indemnify
the Trustee for, and hold it harmless from and against, any loss, liability or expense reasonably incurred by it arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder or the performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence or wilful
misconduct. 


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


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



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


41





 



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


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


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


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


        (b)   if
and to the extent permitted by the Commission by rule, regulation or order upon application, a corporation or other Person organized and doing business under the laws
of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign
currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees, 


and,
in either case, qualified and eligible under this Article and the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements
of such supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article. 



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


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


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


42





 



        (d)   If
at any time: 



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


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



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




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



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


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


        (g)   The
Company (or, should the Company fail so to act promptly, the successor trustee at the expense of the Company) shall give notice of each resignation and each removal
of the Trustee with 


43





 



respect
to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its corporate trust office. 



        Section
911    Acceptance of Appointment by Successor.    (a)    In case of the appointment hereunder of a
successor Trustee with respect to the Securities of all series, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall
become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its lien provided for in Section 907. 


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



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


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


        Section
912    Merger, Conversion, Consolidation or Succession to Business.    Any Person into which the Trustee may
be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person 


44





 



succeeding
to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Person shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Securities. 


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



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


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


45







  





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


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


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



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


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


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


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



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




        Section
915    Appointment of Authenticating Agent.    The Trustee may appoint an Authenticating Agent or Agents with
respect to the Securities of one or more series, or Tranche thereof, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche issued upon original
issuance and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this 


46





 

Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities
by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States, any State or territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 



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


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


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


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


        If
an appointment with respect to the Securities of one or more series shall be made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the
Trustee's 


47





 



certificate
of authentication, an alternate certificate of authentication substantially in the following form: 


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



	

Dated:	
 	


	 	 	    As Trustee
	

 	
 	

By	
 	


	 	 	 	 	As Authenticating Agent
	

 	
 	

By	
 	


	 	 	 	 	Authorized Signatory





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


 
 

ARTICLE TEN
  
    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY    
    


        Section
1001    Lists of Holders.    Semiannually, not later than January 1 and July 1 in each year,
commencing January 1, 2003 and at such other times as the Trustee may request in writing, the Company shall furnish or cause to be furnished to the Trustee information as to the names and
addresses of the Holders, and the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders access to information so preserved by
it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture Act; provided,  however, that no such list need be furnished
so long as the Trustee shall be the Security Registrar. 


        Section
1002    Reports by Trustee and Company.    Not later than July 15 in each year, commencing with the
year 2003, the Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are listed, a report, dated as of the next preceding May 15, with
respect to any events and other matters described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The Trustee shall transmit
to the Holders, the Commission and each securities exchange upon which any Securities are listed, and the Company shall file with the Trustee (within 30 days after filing with the Commission in
the case of reports which pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee) and transmit to the Holders, such other information, reports and other
documents, if any, at such times and in such manner, as shall be required by the Trust Indenture Act. The Company shall notify the Trustee of the listing of any Securities on any securities exchange.
Delivery of such reports, information and documents filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended, to the Trustee is for informational purposes only, and the
Trustee's receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates). 


48





 


 
 

ARTICLE ELEVEN
  
    CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER    
    


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



        (a)    the
Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be a Person organized and validly existing under the laws of the United States, any State thereof or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any,
and interest, if any, on all Outstanding Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; 



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


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



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


 
 

ARTICLE TWELVE
  
    SUPPLEMENTAL INDENTURES    
    


        Section
1201    Supplemental Indentures Without Consent of Holders.    Without the consent of any Holders, the Company
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 



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


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


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


        (d)    to
change or eliminate any provision of this Indenture or to add any new provision to this Indenture; provided,  however, that if such change, elimination or
addition shall adversely affect the interests of the Holders of Securities of any series or Tranche
Outstanding on the date of such 



49





 




indenture
supplemental hereto in any material respect, such change, elimination or addition shall become effective with respect to such series or Tranche only pursuant to the provisions of
Section 1202 hereof or when no Security of such series or Tranche remains Outstanding; or 


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


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


        (g)    to
provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any, thereon and for the procedures for
the registration, exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental
thereto; or 


        (h)    to
evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 911(b); or 


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


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


        (k)    to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other changes
to the provisions hereof or to add other provisions with respect to matters or questions arising under this Indenture, provided that such other changes or additions shall not adversely affect the
interests of the Holders of Securities of any series or Tranche in any material respect. 




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




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


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





        Section
1202    Supplemental Indentures With Consent of Holders.    With the consent of the Holders of a majority in
aggregate principal amount of the Securities of all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner 


50






 

or
eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of Securities of such series under the Indenture;  provided, however, that if there shall be Securities of more than one series Outstanding hereunder and
if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such series, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all series so directly affected, considered as one class, shall be required; and  provided, further, that if the Securities of any series shall have been issued in more than one Tranche
and if the proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected, considered as one class, shall be required; and  provided, further, that no such supplemental indenture shall: 



        (a)    change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon (or the amount of any installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the redemption thereof, or reduce the amount of
the principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 802, or change the coin or currency (or other
property), in which any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any
Security (or, in the case of redemption, on or after the Redemption Date), without, in any such case, the consent of the Holder of such Security, or 



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


        (c)    modify
any of the provisions of this Section, Section 607 or Section 813 with respect to the Securities of any series, or any Tranche thereof, except to
increase the percentages in principal amount referred to in this Section or such other Sections or to provide that other provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section, or the deletion of this proviso, in accordance
with the requirements of Sections 911(b), 914 and 1201(h). 




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


51







  





        It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. A waiver by a Holder of such Holder's right to consent under this Section shall be deemed to be a consent of such Holder. 


        Section
1203    Execution of Supplemental Indentures.    In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 901)
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties, immunities or liabilities under this Indenture or otherwise. 


        Section
1204    Effect of Supplemental Indentures.    Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture in its entirety, and, upon the
execution and delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for all purposes. 



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


        Section
1206    Reference in Securities to Supplemental Indentures.    Securities of any series, or any Tranche
thereof, authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion
of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of
such series or Tranche. 


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


 
 

ARTICLE THIRTEEN
  
    MEETINGS OF HOLDERS; ACTION WITHOUT MEETING


        Section
1301    Purposes for Which Meetings May Be Called.    A meeting of Holders of Securities of one or more, or
all, series, or any Tranche or Tranches thereof, may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, 


52





 



direction,
notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series or Tranches. 


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


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


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


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


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


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for
such period as may be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 1305(e), notice of the reconvening of any
meeting adjourned for more than 30 days shall be given as provided in Section 1302(a) not less than 10 days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series and Tranches which shall
constitute a quorum. 


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


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



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


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


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


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


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


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


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


 
 

ARTICLE FOURTEEN
  
    IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS


        Section
1401    Liability Solely Corporate.    No recourse shall be had for the payment of the principal of or
premium, if any, or interest, if any, on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement under this Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future of the Company or of any predecessor or successor
corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities are solely corporate obligations, and that no personal liability whatsoever
shall attach to, or be incurred by, any incorporator, shareholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, either directly or
indirectly through the Company or any predecessor or successor corporation, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived and released as a condition of, and as
part of the consideration for, the execution of this Indenture and the issuance of the Securities. 




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        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. 


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



	 
	 	 
	 

	 	 	OHIO EDISON COMPANY
	

 	
 	

By:	

/s/  RANDY SCILLA      
 Randy Scilla

Assistant Treasurer
	

 	
 	

THE BANK OF NEW YORK,

  as Trustee
	

 	
 	

By:	

/s/  PATRICIA GALLAGHER      
 Patricia Gallagher

Vice President




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QuickLinks


TABLE OF CONTENTS(1)


OHIO EDISON COMPANY Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of April 1, 2003


RECITAL OF THE COMPANY

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE TWO SECURITY FORMS

ARTICLE THREE THE SECURITIES


ARTICLE FOUR REDEMPTION OF SECURITIES

ARTICLE FIVE SINKING FUNDS

ARTICLE SIX COVENANTS


ARTICLE SEVEN SATISFACTION AND DISCHARGE


ARTICLE EIGHT EVENTS OF DEFAULT; REMEDIES


ARTICLE NINE THE TRUSTEE


ARTICLE TEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

ARTICLE ELEVEN CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

ARTICLE TWELVE SUPPLEMENTAL INDENTURES


ARTICLE THIRTEEN MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS