EX-4.5







Exhibit 4.5




COMMUNITY HEALTH SYSTEMS, INC.,




Issuer




U.S. BANK NATIONAL ASSOCIATION,




Trustee




 



INDENTURE




Dated as of December 22, 2008




 






Subordinated Debt Securities




 





 









 








CROSS-REFERENCE TABLE*




     Reconciliation and tie showing the location in the Indenture dated as of December 22, 2008 of the
provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of
1939, as amended.



					
	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 	 	 	 	 
	Section 310
	 	(a)(1)
	 	609
	 
	 	(a)(2)
	 	609
	 
	 	(a)(3)
	 	Not Applicable
	 
	 	(a)(4)
	 	Not Applicable
	 
	 	(a)(5)
	 	609
	 
	 	(b)
	 	608 and 610(d)
	 
	 	(c)
	 	Not Applicable
	Section 311
	 	(a)
	 	613
	 
	 	(b)
	 	613
	 
	 	(c)
	 	Not Applicable
	Section 312
	 	(a)
	 	701 and 702(a)
	 
	 	(b)
	 	702(b)
	 
	 	(c)
	 	702(c)
	Section 313
	 	(a)
	 	703(a)
	 
	 	(b)
	 	703(b)
	 
	 	(c)
	 	703(a) and 703(b)
	 
	 	(d)
	 	703(a)
	Section 314
	 	(a)
	 	704
	 
	 	(b)
	 	Not Applicable
	 
	 	(c)
	 	102
	 
	 	(c)(1)
	 	102
	 
	 	(c)(2)
	 	102
	 
	 	(c)(3)
	 	Not Applicable
	 
	 	(d)
	 	Not Applicable
	 
	 	(e)
	 	102
	Section 315
	 	(a)
	 	601(a)
	 
	 	(b)
	 	602 and 703(a)(7)
	 
	 	(c)
	 	601(b)
	 
	 	(d)
	 	601(c)
	 
	 	(d)(1)
	 	601(a)(1)
	 
	 	(d)(2)
	 	601(c)(2)
	 
	 	(d)(3)
	 	601(c)(3)
	 
	 	(e)
	 	514
	Section 316
	 	(a)(1)(A)
	 	502 and 512
	 
	 	(a)(1)(B)
	 	513
	 
	 	(a)(2)
	 	Not Applicable
	 
	 	(b)
	 	508
	Section 317
	 	(a)(1)
	 	503
	 
	 	(a)(2)
	 	504
	 
	 	(b)
	 	1003
	Section 318
	 	(a)
	 	107
	 
	 	(b)
	 	Not Applicable
	 
	 	(c)
	 	107








 




			
	*NOTE:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.





 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	PARTIES
	 	 	1	 
	 
	RECITALS
	 	 	1	 
	 
	ARTICLE 1 Definitions and Other Provisions of General Application
	 	 	1	 
	 
	Section 101. Definitions
	 	 	1	 
	 
	Section 102. Compliance Certificates and Opinions
	 	 	10	 
	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	10	 
	 
	Section 104. Acts of Holders
	 	 	11	 
	 
	Section 105. Notices, Etc., to Trustee and the Company
	 	 	12	 
	 
	Section 106. Notice to Holders; Waiver
	 	 	13	 
	 
	Section 107. Conflict with Trust Indenture Act
	 	 	13	 
	 
	Section 108. Effect of Headings and Table of Contents
	 	 	14	 
	 
	Section 109. Successors and Assigns
	 	 	14	 
	 
	Section 110. Separability Clause
	 	 	14	 
	 
	Section 111. Benefits of Indenture
	 	 	14	 
	 
	Section 112. Governing Law
	 	 	14	 
	 
	Section 113. Non-Business Day
	 	 	14	 
	 
	Section 114. Immunity of Incorporators, Stockholders, Directors and Officers
	 	 	14	 
	 
	Section 115. Certain Matters Relating to Currencies
	 	 	15	 
	 
	Section 116. Language of Notices, Etc.
	 	 	15	 
	 
	ARTICLE 2 Security Forms
	 	 	15	 
	 
	Section 201. Forms of Securities
	 	 	15	 
	 
	Section 202. Form of Trustee’s Certificate of Authentication
	 	 	16	 
	 
	Section 203. Securities in Global Form
	 	 	16	 
	 
	Section 204. CUSIP Numbers
	 	 	17	 





 





i









 






	 	 	 	 	 
	ARTICLE 3 The Securities
	 	 	17	 
	 
	Section 301. Title; Payment and Terms
	 	 	17	 
	 
	Section 302. Denominations and Currencies
	 	 	21	 
	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	21	 
	 
	Section 304. Temporary Securities and Exchange of Securities
	 	 	22	 
	 
	Section 305. Registration, Registration of Transfer and Exchange
	 	 	25	 
	 
	Section 306. Mutilated, Destroyed, Lost and Stolen Securities and Coupons
	 	 	28	 
	 
	Section 307. Payment of Interest; Interest Rights Preserved
	 	 	29	 
	 
	Section 308. Persons Deemed Owners
	 	 	30	 
	 
	Section 309. Cancellation
	 	 	31	 
	 
	Section 310. Computation of Interest
	 	 	31	 
	 
	Section 311. Currency and Manner of Payments in Respect of Securities
	 	 	31	 
	 
	Section 312. Appointment and Resignation of Currency Determination Agent
	 	 	33	 
	 
	ARTICLE 4 Satisfaction and Discharge
	 	 	34	 
	 
	Section 401. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	34	 
	 
	Section 402. Legal Defeasance and Discharge
	 	 	34	 
	 
	Section 403. Covenant Defeasance
	 	 	35	 
	 
	Section 404. Conditions to Legal or Covenant Defeasance
	 	 	35	 
	 
	Section 405. Satisfaction and Discharge of Indenture
	 	 	36	 
	 
	Section 406. Survival of Certain Obligations
	 	 	37	 
	 
	Section 407. Acknowledgment of Discharge by Trustee
	 	 	37	 
	 
	Section 408. Application of Trust Moneys
	 	 	37	 
	 
	Section 409. Repayment to the Company; Unclaimed Money
	 	 	38	 
	 
	Section 410. Reinstatement
	 	 	38	 
	 
	ARTICLE 5 Remedies
	 	 	39	 
	 
	Section 501. Events of Default
	 	 	39	 




 






ii









 






	 	 	 	 	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	40	 
	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	41	 
	 
	Section 504. Trustee May File Proofs of Claim
	 	 	42	 
	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons
	 	 	42	 
	 
	Section 506. Application of Money Collected
	 	 	43	 
	 
	Section 507. Limitation on Suits
	 	 	43	 
	 
	Section 508. Unconditional Right of Holders to Receive Principal (and
Premium, if any) and Interest, if any
	 	 	44	 
	 
	Section 509. Restoration of Rights and Remedies
	 	 	44	 
	 
	Section 510. Rights and Remedies Cumulative
	 	 	44	 
	 
	Section 511. Delay or Omission Not Waiver
	 	 	44	 
	 
	Section 512. Control by Holders
	 	 	44	 
	 
	Section 513. Waiver of Past Defaults
	 	 	45	 
	 
	Section 514. Undertaking for Costs
	 	 	45	 
	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	45	 
	 
	Section 516. Judgment Currency
	 	 	46	 
	 
	ARTICLE 6 The Trustee
	 	 	46	 
	 
	Section 601. Certain Duties and Responsibilities
	 	 	46	 
	 
	Section 602. Notice of Defaults
	 	 	47	 
	 
	Section 603. Certain Rights of Trustee
	 	 	47	 
	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	49	 
	 
	Section 605. May Hold Securities
	 	 	49	 
	 
	Section 606. Money Held in Trust
	 	 	49	 
	 
	Section 607. Compensation and Reimbursement
	 	 	49	 
	 
	Section 608. Disqualification; Conflicting Interests
	 	 	50	 
	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	50	 
	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	50	 





 





iii









 






	 	 	 	 	 
	Section 611. Acceptance of Appointment by Successor
	 	 	52	 
	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	52	 
	 
	Section 613. Preferential Collection of Claims Against Company
	 	 	53	 
	 
	Section 614. Authenticating Agents
	 	 	53	 
	 
	ARTICLE 7 Holders’ Lists and Reports by Trustee and the Company
	 	 	54	 
	 
	Section 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	54	 
	 
	Section 702. Preservation of Information; Communications to Holders
	 	 	54	 
	 
	Section 703. Reports by Trustee
	 	 	55	 
	 
	Section 704. Reports by Company
	 	 	56	 
	 
	ARTICLE 8 Consolidation, Merger, Conveyance or Transfer
	 	 	56	 
	 
	Section 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	56	 
	 
	Section 802. Successor Person Substituted
	 	 	57	 
	 
	ARTICLE 9 Supplemental Indentures
	 	 	57	 
	 
	Section 901. Supplemental Indentures Without Consent of Holders
	 	 	57	 
	 
	Section 902. Supplemental Indentures With Consent of Holders
	 	 	59	 
	 
	Section 903. Execution of Supplemental Indentures
	 	 	60	 
	 
	Section 904. Effect of Supplemental Indentures
	 	 	61	 
	 
	Section 905. Conformity With Trust Indenture Act
	 	 	61	 
	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	61	 
	 
	ARTICLE 10 Covenants
	 	 	61	 
	 
	Section 1001. Payment of Principal (and Premium, if any) and Interest, if any
	 	 	61	 
	 
	Section 1002. Maintenance of Office or Agency
	 	 	61	 
	 
	Section 1003. Money for Securities Payments To Be Held in Trust
	 	 	63	 
	 
	Section 1004. Statements as to Compliance
	 	 	64	 
	 
	Section 1005. Corporate Existence
	 	 	64	 
	 
	Section 1006. Waiver of Certain Covenants
	 	 	64	 





 






iv









 






	 	 	 	 	 
	Section 1007. Calculation of Original Issue Discount
	 	 	64	 
	 
	Section 1008. Statement by Officers as to Default
	 	 	64	 
	 
	ARTICLE 11 Redemption of Securities
	 	 	65	 
	 
	Section 1101. Applicability of This Article
	 	 	65	 
	 
	Section 1102. Election to Redeem; Notice to Trustee
	 	 	65	 
	 
	Section 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	65	 
	 
	Section 1104. Notice of Redemption
	 	 	66	 
	 
	Section 1105. Deposit of Redemption Price
	 	 	66	 
	 
	Section 1106. Securities Payable on Redemption Date
	 	 	67	 
	 
	Section 1107. Securities Redeemed in Part
	 	 	67	 
	 
	ARTICLE 12 Sinking Funds
	 	 	68	 
	 
	Section 1201. Applicability of This Article
	 	 	68	 
	 
	Section 1202. Satisfaction of Sinking Fund Payments With Securities
	 	 	68	 
	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	68	 
	 
	ARTICLE 13 Meetings of Holders of Securities
	 	 	69	 
	 
	Section 1301. Purposes for Which Meetings May Be Called
	 	 	69	 
	 
	Section 1302. Call, Notice and Place of Meetings
	 	 	69	 
	 
	Section 1303. Persons Entitled to Vote at Meetings
	 	 	69	 
	 
	Section 1304. Quorum; Action
	 	 	70	 
	 
	Section 1305. Determination of Voting Rights; Conduct and Adjournment of
Meetings
	 	 	70	 
	 
	Section 1306. Counting Votes and Recording Action of Meetings
	 	 	71	 
	 
	ARTICLE 14 NOTE GUARANTEES
	 	 	71	 
	 
	Section 1401. Guarantee
	 	 	71	 
	 
	Section 1402. Limitation on Guarantor Liability
	 	 	72	 
	 
	Section 1403. Execution and Delivery of Note Guarantee
	 	 	73	 
	 
	Section 1404. Guarantors May Consolidate, etc., on Certain Terms
	 	 	73	 





 






v









 






	 	 	 	 	 
	Section 1405. Releases
	 	 	74	 
	 
	ARTICLE 15 SUBORDINATION OF SECURITIES
	 	 	74	 
	 
	Section 1501. Agreement to Subordinate
	 	 	74	 
	 
	Section 1502. Distribution on Dissolution, Liquidation and Reorganization;
Subrogation of Securities
	 	 	74	 
	 
	Section 1503. No Payment on Securities in Certain Circumstances
	 	 	76	 
	 
	Section 1504. Payments on Securities Permitted
	 	 	77	 
	 
	Section 1505. Authorization of Holders to Trustee to Effect Subordination
	 	 	77	 
	 
	Section 1506. Notices to Trustee
	 	 	78	 
	 
	Section 1507. Trustee as Holder of Senior Indebtedness
	 	 	78	 
	 
	Section 1508. Modifications of Terms of Senior Indebtedness
	 	 	78	 
	 
	Section 1509. Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	79	 






	 	 	 
	EXHIBITS	 	 
	 
	EXHIBIT A.

	 	Form of Certificate To Be Delivered to Euroclear or Clearstream Banking by a
Beneficial Owner of Securities in Order to Receive a Definitive Bearer Security in
Exchange for an Interest in a Temporary Global Security or to Exchange an Interest in a
Temporary Global Security for an Interest in a Permanent Global Security.
	 
	 	 
	EXHIBIT B.

	 	Form of Certificate To Be Given to the Appropriate Trustee by Euroclear or
Clearstream Banking Regarding the Exchange of a Temporary Global Security for Definitive
Securities or for a Portion of a Permanent Global Security.
	 
	 	 
	EXHIBIT C.

	 	Form of Certificate To Be Delivered to Euroclear or Clearstream Banking by a
Beneficial Owner of Securities in Order to Receive Payment on a Temporary Global Security.
	 
	 	 
	EXHIBIT D.

	 	Form of Certificate To Be Given to the Appropriate Trustee by Euroclear or
Clearstream Banking Regarding Payment on a Temporary Global Security.
	 
	 	 
	EXHIBIT E.

	 	Form of Notation of Note Guarantee.






 




vi









 








     INDENTURE dated as of December 22, 2008, between COMMUNITY HEALTH SYSTEMS, INC., a corporation duly
incorporated and existing under the laws of Delaware and having its principal executive office at
4000 Meridian Boulevard, Franklin, Tennessee 37067 (hereinafter called “the Company”) and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as Trustee (hereinafter called the
“Trustee”).



RECITALS OF THE COMPANY




     The Company deems it necessary to issue from time to time for its lawful purposes securities
(hereinafter called the “Securities”) evidencing its subordinated indebtedness and has duly
authorized the execution and delivery of this Indenture to provide for the issuance from time to
time of the Securities, unlimited as to principal amount, to have such titles, to bear such rates
of interest, to mature at such time or times and to have such other provisions as shall be fixed as
hereinafter provided.



     All things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done, and the Company proposes to do all things necessary to make the
Securities, when executed by the Company and authenticated and delivered by the Trustee hereunder
and duly issued by the Company, the valid obligations of the Company as hereinafter provided.



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 series thereof, as follows:



ARTICLE 1




Definitions and Other Provisions of General Application




Section 101. Definitions.




     For all purposes of this Indenture and all Securities issued hereunder, except as otherwise
expressly provided or unless the context otherwise requires:




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




     (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States, and
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 or time of such computation; and



 




 









 









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



     Certain terms, used principally in Article Three and Article Six, are defined in those
Articles.



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



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



     “Authenticating Agent” means any Person authorized to authenticate and deliver Securities on
behalf of the Trustee for the Securities of any series pursuant to Section 614.



     “Authorized Newspaper” means a newspaper customarily published at least once a day for at
least five days in each calendar week and of general circulation in New York City, in London and,
to the extent the Securities are listed on the Luxembourg Stock Exchange and the Luxembourg Stock
Exchange shall so require, in Luxembourg or, if it shall be impracticable in the opinion of the
Company to make such publication, in another capital city in Western Europe. Such publication
(which may be in different newspapers) is expected to be made in the Eastern edition of The Wall
Street Journal, in the London edition of the Financial Times and, if applicable, in the Luxemburger
Wort.



     “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors.



     “Bearer Security” means any Security established pursuant to Section 201 which is payable to
bearer.



     “Board of Directors” means:



     (1) with respect to the Company, either the board of directors or any duly authorized
committee of that board or any director or directors and/or officer or officers to whom that board
or committee shall have duly delegated its authority, of the Company;



     (2) with respect to any other corporation, the board of directors of the corporation or any
committee thereof duly authorized to act on behalf of such board;



     (3) with respect to a partnership, the Board of Directors of the general partner of the
partnership;



     (4) with respect to a limited liability company, the managing member or members or any
controlling committee of managing members thereof; and



     (5) with respect to any other Person, the board or committee of such Person serving a similar
function.



     “Board Resolution” means, when used with reference to any Person, (1) a copy of a resolution
certified by the Secretary or an Assistant Secretary of such Person, as the case may be, to have
been duly



 




-2-









 







adopted by its Board of Directors or the managing member(s) or the managing partner(s) of such
Person and to be in full force and effect on the date of such certification, or (2) a certificate
signed by the director or directors or officer or officers or managing member(s) or managing
partners(s) to whom the Board of Directors shall have duly delegated its authority, and delivered
to the Trustee for the Securities of any series.




     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York or in the city in which the Corporate Trust Office is
located; provided, however, that, with respect to Securities not denominated in Dollars, the day is
also not a day on which commercial banks are authorized or required by law, regulation or executive
order to close in the Principal Financial Center of the country issuing the Foreign Currency or
currency unit or, if the Foreign Currency or currency unit is euro, the day is also a day on which
the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System is open;
provided, further, that, with respect to LIBOR Securities, the day is also a London Business Day.



     “Capital Stock” means, with respect to any Person, shares, interests, rights to purchase,
warrants, options, participation or other equivalents of or interests in (however designated)
equity of such Person, including any preferred stock, but excluding any debt securities convertible
into such equity.



     “Certificate of a Firm of Independent Public Accountants” means a certificate signed by any
firm of independent public accountants of recognized standing selected by the Company. The term
“independent” when used with respect to any specified firm of public accountants means such a firm
which (1) is in fact independent, (2) does not have any direct financial interest or any material
indirect financial interest in the Company or in any other obligor upon the Securities of any
series or in any affiliate of the Company or of such other obligor, and (3) is not connected with
the Company or such other obligor or any affiliate of the Company or of such other obligor, as an
officer, employee, promoter, underwriter, trustee, partner, director or person performing similar
functions, but such firm may be the regular auditors employed by the Company. Whenever it is
herein provided that any Certificate of a Firm of Independent Public Accountants shall be furnished
to the Trustee for Securities of any series, such Certificate shall state that the signer has read
this definition and that the signer is independent within the meaning hereof.



     “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.



     “Clearstream Banking” means Clearstream Banking S.A. or its successor.



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



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



     “Company Request” and “Company Order” mean a written request or order signed in the name of
the Company, as the case may be by (1) the Chairman of the Board, a Vice Chairman of the Board, the
President or a Vice President and by the Treasurer, an Assistant Treasurer, the Controller, an
Assistant Controller, the Secretary or an Assistant Secretary of the Company, as the case may be,
or (2) by any two



 




-3-









 







Persons designated in a Company Order previously delivered to the Trustee for Securities of
any series by any two of the foregoing officers and delivered to the Trustee for Securities of any
series.




     “Component Currency” has the meaning specified in Section 311(e).



     “Conversion Event” means the unavailability of any Foreign Currency or currency unit due to
the imposition of exchange controls or other circumstances beyond the Company’s control.



     “Corporate Trust Office” means the office of the Trustee for Securities of any series at which
at any particular time its corporate trust business shall be principally administered, which office
of U.S. Bank National Association, at the date of the execution of this Indenture, is located at
150 4th Avenue North, 2nd Floor, Nashville, Tennessee 37219, Attention:
Corporate Trust Services, or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time to time by notice
to the Holders and the Company).



     “corporation” includes corporations, limited liability companies, associations, companies and
business trusts.



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



     “Currency Determination Agent” means, with respect to Securities of any series, unless
otherwise specified in the Securities of any series, a New York Clearing House bank designated
pursuant to Section 301 or Section 312.



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



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



     “Dollars” and the sign “$” mean the currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.



     “Election Date” has the meaning specified in Section 311(e).



     “Euroclear” means Euroclear Bank S.A./N.V. or its successor.



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



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



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



 




-4-









 








     “Foreign Currency” means a currency issued and actively maintained as a country’s recognized
unit of domestic exchange by the government of any country other than the United States or by any
recognized confederation or association of such governments, and such term shall include, without
limitation, the euro.



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



     “Global Securities” means Securities in global form.



     “Government Obligations” means securities which are (i) direct obligations of the government
which issued the currency in which the Securities of a particular series are payable (except as
provided in Sections 311(b) and 311(d), in which case with respect to Securities for which an
election has occurred pursuant to Section 311(b), or a Conversion Event has occurred as provided in
Section 311(d), such obligations shall be issued in the currency or currency unit in which such
Securities are payable as a result of such election or Conversion Event) or (ii) obligations of a
Person controlled or supervised by or acting as an agency or instrumentality of the government
which issued the currency in which the Securities of such series are payable (except as provided in
Sections 311(b) and 311(d), in which case with respect to Securities for which an election has
occurred pursuant to Section 311(b), or a Conversion Event has occurred as provided in Section
311(d)), such obligations shall be issued in the currency or currency unit in which such Securities
are payable as a result of such election or Conversion Event), the payment of which is
unconditionally guaranteed by such government, which, in either case, are full faith and credit
obligations of such government payable in such currency and are not callable or redeemable at the
option of the issuer thereof.



     “Guarantors” means any Subsidiary of the Company and any other Affiliate of the Company who
specified in a Board Resolution of the Company establishing a series of Securities pursuant to
Section 301 hereof, for the purpose of providing a Note Guarantee of Securities pursuant to this
Indenture until (a) a successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Guarantors” shall mean such successor Person or (b) such Person
shall have been released from its Note Guarantee pursuant to the provisions of this Indenture.



     “Holder” means, when used with respect to any Security, in the case of a Registered Security,
the Person in whose name a Security is registered in the Security Register, and in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon, means any bearer
thereof.



     “Identifying Numbers” has the meaning specified in Section 204.



     “Incur” means issue, create, assume, guarantee, incur or otherwise become liable for; and the
terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.



     “Indenture” means this instrument 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.



     “Indexed Security” means any Security as to which the amount of payments of principal (and
premium, if any) and/or interest, if any, due thereon is determined with reference to the rate of
exchange between the currency or currency unit in which the Security is denominated and any other
specified currency or currency unit, to the relationship between two or more currencies or currency
units, to the price of one or more specified securities or commodities, to one or more securities
or commodities exchange indices or other indices or by other similar methods or formulas, all as
specified in accordance with Section 301.



 




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     “interest” means, when used with respect to an OID Security which by its terms bears interest
only after Maturity, interest payable after Maturity.



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



     “Issue Date” means the date on which the Securities of a particular series are originally
issued under this Indenture.



     “Judgment Date” has the meaning specified in Section 516.



     “LIBOR” means, with respect to any series of Securities, the rate specified as LIBOR for such
Securities in accordance with Section 301.



     “LIBOR Currency” means the currency specified pursuant to Section 301 as to which LIBOR will
be calculated or, if no currency is specified pursuant to Section 301, Dollars.



     “LIBOR Security” means any Security which bears interest at a floating rate calculated with
reference to LIBOR.



     “London Business Day” means, with respect to any LIBOR Security, a day on which commercial
banks are open for business, including dealings in the LIBOR Currency, in London.



     “Luxembourg Stock Exchange” means, unless specified with respect to any particular series of
Securities, the Luxembourg Stock Exchange.



     “Market Exchange Rate” means, with respect to any Foreign Currency or currency unit on any
date, unless otherwise specified in accordance with Section 301, the noon buying rate in The City
of New York for cable transfers in such Foreign Currency or currency unit as certified for customs
purposes by the Federal Reserve Bank of New York for such Foreign Currency or currency unit.



     “Maturity” means, when used with respect to any Security, the date on which the principal (or,
if the context so requires, in the case of an OID Security, a lesser amount or, in the case of an
Indexed Security, an amount determined in accordance with the specified terms of that Security) of
that Security becomes due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption, request for redemption, repayment at the
option of the holder, pursuant to any sinking fund or otherwise.



     “Note Guarantee” has the meaning stated in Section 1401.



     “Notice of Default” has the meaning specified in Section 501(3).



     “Officers’ Certificate” means, when used with reference to the Company, a certificate signed
by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive Officer, the
President or a Vice President (any reference herein to a Vice President of the Company, as the case
may be, shall be deemed to include any Vice President of the Company, as the case may be, whether
or not designated by a number or a word or words added before or after the title “Vice President”),
and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, as the case may be, and delivered to the
Trustee for the Securities of any series.



 




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     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel
to the Company or any Subsidiary of the Company.



     “OID Security” means a Security which provides for an amount (excluding any amounts
attributable to accrued but unpaid interest thereon) less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.



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




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




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




     (3) 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 proof satisfactory to the Trustee for such Securities that any such Securities are
held by a bona fide holder in due course;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders for quorum purposes, (a) Securities owned
by the Company, the Guarantors (if any) or any other obligor upon the Securities or any Affiliate
of the Company, the Guarantors (if any) or such other obligor shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Trustee for such Securities shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of such Trustee actually knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of such Trustee the pledgee’s right
so to act with respect to such Securities and that the pledgee is not the Company, the Guarantors
(if any) or any other obligor upon the Securities or any Affiliate of the Company, the Guarantors
(if any) or of such other obligor, (b) the principal amount of an OID 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 pursuant to
Section 502 and (c) the principal amount of a Security denominated in a Foreign Currency or
currency unit that shall be deemed to be outstanding for such purposes shall be determined in
accordance with Section 115.




     “Paying Agent” means U.S. Bank National Association, or any other Person authorized by the
Company to pay the principal of (and premium, if any) or interest, if any, on any Securities of any
series on behalf of the Company.



 




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     “Person” means any individual, firm, corporation, partnership, association, joint venture,
tribunal, limited liability company, trust, government or political subdivision or agency or
instrumentality thereof, or any other entity or organization.



     “Place of Payment” means, when used with respect to the Securities of any particular series,
the place or places where the principal of (and premium, if any) and interest, if any, on the
Securities of that series are payable, as contemplated by Section 301 and 1002.



     “Predecessor Security” means, with respect to any particular Security, 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 or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Security or the Security to which the mutilated,
destroyed, lost or stolen coupon appertains, as the case may be.



     “Principal Financial Center” means, unless otherwise specified in accordance with Section 301:




     (1) the capital city of the country issuing the Foreign Currency or currency unit,
except that with respect to Dollars, Australian dollars, Canadian dollars, South African
rand and Swiss francs, the “Principal Financial Center” will be The City of New York, Sydney
and Melbourne, Toronto, Johannesburg and Zurich, respectively, and with respect to Euros,
the “Principal Financial Center” will be London; or




     (2) the capital city of the country to which the LIBOR Currency relates, except that
with respect to Dollars, Canadian dollars, South African rand and Swiss francs, the
“Principal Financial Center” will be The City of New York, Toronto, Johannesburg and Zurich,
respectively, and with respect to Euros, the “Principal Financial Center” will be London.



     “Property” means any asset, revenue or any other property, including Capital Stock, whether
tangible or intangible, real or personal, including, without limitation, any right to receive
income.



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



     “Redemption Price” means, when used with respect to any Security to be redeemed, the price at
which it is to be redeemed pursuant to the terms of this Indenture or in any Security issued
hereunder.



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



     “Regular Record Date” means, with respect to the interest payable on any Interest Payment Date
on the Registered Securities of any series, the date, if any, specified for that purpose as
contemplated by Section 301 whether or not a Business Day.



     “Responsible Officer” means, when used with respect to the Trustee for any series of
Securities, (i) any vice president, assistant vice president, treasurer, assistant treasurer or any
trust officer of the Trustee who shall have direct responsibility for the administration of the
trust created by this Indenture or (ii) any other officer of the Corporate Trust Department of the
Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her



 




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knowledge of and familiarity with the particular subject and who is charged with the
administration of this Indenture.




     “Securities” means securities evidencing indebtedness of the Company authenticated and
delivered under this Indenture.



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



     “Senior Indebtedness” means the principal of, and premium, if any, and unpaid interest on (i)
indebtedness of the Company whether outstanding on the date of this Indenture or thereafter
created, incurred, assumed or guaranteed, for money borrowed, including, without limitation, (1)
borrowings and other obligations under the Company’s Credit Agreement, dated as of July 25, 2007,
among the Company, CHS/Community Health Systems, Inc., Credit Suisse, as administrative agent and
the lenders and other parties thereto, as may be amended or supplemented from time to time, and (2)
the Company’s guarantee of CHS/Community Health Systems, Inc.’s 87/8% senior notes due 2015, unless
in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such indebtedness is not senior or prior in right of payment to the Securities,
including the indebtedness guaranteed by the Company, and (ii) renewals, extensions, modifications
and refunding of such indebtedness. Senior Indebtedness shall not include indebtedness of the
Company to any of its Subsidiaries.



     “series” of Securities means all Securities denoted as part of the same series authorized by
or pursuant to a particular Board Resolution.



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



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



     “Subsidiary” means, with respect to any Person, any corporation, association, partnership or
other business entity of which more than 50% of the total voting power of shares of capital stock
or other interests (including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more
Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.



     “Substitute Date” has the meaning specified in Section 516.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990, as in force at the date as of which this Indenture was executed; provided,
however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture
Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
and, subject to the provisions of Article Six hereof, shall also include its successors and assigns
as Trustee hereunder. If there shall be at one time more than one Trustee hereunder, “Trustee”
shall mean each such



 




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Trustee and shall apply to each such Trustee only with respect to those series of Securities
with respect to which it is serving as Trustee.




     “United States” means, unless otherwise specified with respect to Securities of any series,
the United States of America (including the states and the District of Columbia), its territories,
its possessions (which include, at the date of this Indenture, Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas
subject to its jurisdiction.



     “Yield to Maturity” means, when used with respect to any OID Security, the yield to maturity,
if any, set forth on the face thereof.



Section 102. Compliance Certificates and Opinions.




     Upon any application or request by the Company to the Trustee for any series of Securities to
take any action under any provision of this Indenture or any supplement hereto, the Company shall
furnish to such Trustee an Officers’ Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with, and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be
furnished.



     Every certificate (other than certificates provided pursuant to Section 1004) or opinion with
respect to compliance with a condition or covenant provided for in this Indenture shall include:




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




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




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




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



Section 103. Form of Documents Delivered to Trustee.




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



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



 




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     Any such Opinion of Counsel or certificate or representations 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.



Section 104. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such
series 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 for the appropriate series of Securities 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 or 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 601)
conclusive in favor of the Trustee for the appropriate series of Securities and the Company and any
agent of such Trustee or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in Section 1306.



     The Company may at its discretion set a record date for purposes of determining the identity
of Holders of Registered Securities entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture, but the Company shall have no obligation to do so.
If not set by the Company prior to the first solicitation of Holders of Registered Securities of a
particular series made by any Person in respect of any such action, or, in the case of any such
vote, prior to such vote, the record date for any such action or vote shall be 30 days prior to the
first solicitation of such vote or consent. Upon the fixing of such a record date, those persons
who were Holders of Registered Securities at such record date (or their duly designated proxies),
and only those persons, shall be entitled with respect to such Registered Securities to take such
action by vote or consent or to revoke any vote or consent previously given, whether or not such
persons continue to be Holders after such record date.



     (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 the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an officer of a corporation or association or a member of a partnership, or an official of a
public or governmental body, on behalf of such corporation, association, partnership or public or
governmental body or by a fiduciary, such certificate or affidavit shall also constitute sufficient
proof of his authority.



 




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     (c) The fact and date of the execution by any Person of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the
Trustee for the appropriate series of Securities deems reasonably sufficient.



     (d) The principal amount and serial numbers of Registered Securities held by any Person, and
the date of holding the same, shall be proved by the Security Register.



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



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



     (g) For purposes of this Indenture, any action by the Holders which may be taken in writing
may be taken by electronic means or as otherwise reasonably acceptable to the Trustee for the
appropriate series of Securities.



Section 105. Notices, Etc., to Trustee and the Company.




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




     (1) the Trustee for a series of Securities by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in writing to or
with such Trustee at its Corporate Trust Services, Attention: Corporate Trust
Administration, Re: Community Health Systems, Inc., or if sent by facsimile transmission, to
a facsimile number provided by the Trustee, with a copy mailed, first class postage prepaid
to the Trustee addressed to it as provided above, or




     (2) the Company or any of the Guarantors (if any) by such Trustee or by any Holder
shall be sufficient for every purpose hereunder (except as provided in paragraph (3) of
Section 501) if furnished in writing and mailed, first class postage prepaid, addressed in
the case of the Company to it, to the attention of the General Counsel, at the address of
its principal office specified in the first paragraph of this instrument or at any other
address previously furnished in writing to such Trustee by the Company, or if sent by
facsimile transmission, to a facsimile



 




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number provided to the Trustee by the Company, with a copy mailed, first class postage
prepaid, to the Company, and the Guarantors (if any), as the case may be, addressed to it or
them as provided above.



Section 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, (1) such notice shall be
sufficiently given (unless otherwise herein expressly provided) to Holders of Registered Securities
if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at
his or her address as it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice or as otherwise permitted
by the Trustee; and (2) such notice shall be sufficiently given (unless otherwise herein expressly
provided) to Holders of Bearer Securities if published in (a) an Authorized Newspaper on a Business
Day or (b) an electronic medium easily accessible by the Holders as may be specified by the Company
to such Holders, such publication to be not earlier than the earliest date, and not later than the
latest date, prescribed herein for the giving of such notice. Any such notice by publication shall
be deemed to have been given on the date of such publication or, if published more than once, on
the date of the first publication.



     In any case where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to other Holders of
Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as
provided herein. Any notice mailed in the manner prescribed by this Indenture shall be conclusively
deemed to have been given whether or not received by any particular Holder. 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 of Registered Securities by mail, then such notification as shall be
made with the reasonable approval of the Trustee for such Securities shall constitute a sufficient
notification for every purpose hereunder.



     In case by reason of the suspension of any Authorized Newspaper or Authorized Newspapers or by
reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer
Securities as provided above, then such notification to Holders of Bearer Securities as shall be
made with the reasonable approval of the Trustee for such Securities shall constitute sufficient
notice to such Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice to Holders of Registered Securities given as
provided herein.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee for such Securities, 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 hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 through 317, inclusive, of the Trust Indenture Act through the operation of Section
318(c) thereof, such imposed duties shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or excluded, the
provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may
be.



 




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Section 108. Effect of Headings and Table of Contents.




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



Section 109. Successors and Assigns.




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



Section 110. Separability Clause.




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



Section 111. Benefits of Indenture.




     Nothing in this Indenture or in the Securities or in any coupons appertaining thereto,
expressed or implied, shall give to any Person, other than the parties hereto, any Paying Agent,
any Security Registrar, an Authenticating Agent and their successors hereunder and the Holders of
Securities or coupons, 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.



Section 113. Non-Business Day.




     Unless otherwise stated with respect to Securities of any series, in any case where any
Interest Payment Date, Redemption Date or Stated Maturity of a Security of any particular series
shall not be a Business Day at any Place of Payment with respect to Securities of that series, then
(notwithstanding any other provision of this Indenture or of the Securities or coupons) payment of
principal of (and premium, if any) and interest, if any, with respect to such Security need not be
made at such Place of Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest 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.



Section 114. Immunity of Incorporators, Stockholders, Directors and Officers.




     No recourse shall be had for the payment of the principal of (and premium, if any), or the
interest, if any, on any Security or coupon of any series, or for any claim based thereon, or upon
any obligation, covenant or agreement of this Indenture, against any incorporator, stockholder,
director, officer or employee, as such, past, present or future, of the Company or of any successor
of the Company, either directly or indirectly through the Company or any successor of the Company
or any Guarantor (if any) or any successor of any Guarantor (if any), whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment of penalty or
otherwise; it being expressly agreed and understood that this Indenture and all the Securities and
coupons of each series and any related Note Guarantees are solely corporate obligations, and that
no personal liability whatever shall attach to, or is incurred by, any



 




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incorporator, stockholder, director, officer or employee, past, present or future, of the
Company or any successor of the Company or any Guarantor (if any) of any successor of any Guarantor
(if any), either directly or indirectly through the Company or any successor of the Company or any
Guarantor (if any) or any successor of any Guarantor (if any), because of the incurring 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 coupons of any series or any
Note Guarantees related thereto, or to be implied herefrom or therefrom; and that all such personal
liability is hereby expressly released and waived as a condition of, and as part of the
consideration for, the execution of this Indenture and the issuance of the Securities and coupons
of each series and the Note Guarantees related thereto.




Section 115. Certain Matters Relating to Currencies.




     Subject to Section 311, each reference to any currency or currency unit in any Security, or in
the Board Resolution or supplemental indenture relating thereto, shall mean only the referenced
currency or currency unit and no other currency or currency unit.



     The Trustee shall segregate moneys, funds and accounts held by the Trustee in one currency or
currency unit from any moneys, funds or accounts held in any other currencies or currency units,
notwithstanding any provision herein which would otherwise permit the Trustee to commingle such
amounts.



     Whenever any action or Act is to be taken hereunder by the Holders of Securities denominated
in a Foreign Currency or currency unit, then for purposes of determining the principal amount of
Securities held by such Holders, the aggregate principal amount of the Securities denominated in a
Foreign Currency or currency unit shall be deemed to be that amount of Dollars that could be
obtained for such principal amount on the basis of a spot rate of exchange specified to the Trustee
for such series in an Officers’ Certificate for such Foreign Currency or currency unit into Dollars
as of the date the taking of such action or Act by the Holders of the requisite percentage in
principal amount of the Securities is evidenced to such Trustee.



Section 116. Language of Notices, Etc.




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



ARTICLE 2




Security Forms




Section 201. Forms of Securities.




     The Registered Securities, if any, of each series and the Bearer Securities, if any, of each
series and related coupons shall be in such form or forms (including global form) as shall be
established by or pursuant to a Board Resolution of the Company, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as the Company may reasonably deem
appropriate and as may be required to comply with any law, with any rule or regulation made
pursuant thereto, with any rules of any securities exchange, automated quotation system or clearing
agency or to conform to usage, as may,



 




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consistently herewith, be determined by the officers executing such Securities or coupons, as
evidenced by their execution of such Securities or coupons. If temporary Securities of any series
are issued in global form as permitted by Section 304, the form thereof shall be established as
provided in the preceding sentence.




     Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have
interest coupons attached.



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



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




     Subject to Section 614, the Certificate of Authentication on all Securities shall be in
substantially the following form:




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



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



Section 203. Securities in Global Form.





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



     Global Securities may be issued in either registered or bearer form and in either temporary or
permanent form.



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



     THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR



 




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DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF                      OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO                      OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF,     
                     , HAS AN INTEREST HEREIN.




Section 204. CUSIP Numbers.




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



ARTICLE 3




The Securities




Section 301. Title; Payment and Terms.




     The aggregate principal amount of Securities which may be authenticated and delivered and
Outstanding under this Indenture is unlimited. The Securities may be issued up to the aggregate
principal amount of Securities from time to time authorized by or pursuant to Board Resolutions of
the Company.



     The Securities may be issued in one or more series, each of which shall be issued pursuant to
Board Resolutions of the Company. There shall be established in one or more Board Resolutions or
pursuant to one or more Board Resolutions of the Company and, subject to Section 303, set forth in,
or determined in the manner provided in, an Officer’s Certificate of the Company, or established in
one or more supplemental indentures hereto, prior to the issuance of Securities of any series all
or any of the following, as applicable (each of which, if so provided, may be determined from time
to time by the Company with respect to unissued Securities of that series and set forth in the
Securities of that series when issued from time to time):




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




     (2) any limit upon the aggregate principal amount of the Securities of that series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of that series pursuant to Section 304, 305, 306, 906 or 1107) and
whether that series may be reopened for additional Securities of that series; in the event
that such series of Securities may be reopened from time to time for issuance of additional
Securities of such series, the terms thereof shall



 




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indicate whether any such additional Securities shall have the same terms as the prior
Securities of such series or whether the Company may establish additional or different terms
with respect to such additional Securities;




     (3) whether Securities of that series are to be issuable as Registered Securities,
Bearer Securities or both and any restrictions on the exchange of one form of Securities for
another and on the offer, sale and delivery of the Securities in either form;




     (4) the date or dates (or manner of determining the same) on which the principal of the
Securities of that series is payable (which, if so provided in such Board Resolutions, may
be determined by the Company from time to time and set forth in the Securities of the series
issued from time to time);




     (5) the rate or rates (or the manner of calculation thereof) at which the Securities of
that series shall bear interest (if any), the date or dates from which such interest shall
accrue, the Interest Payment Dates on which such interest shall be payable (or manner of
determining the same) and the Regular Record Date for the interest payable on any Registered
Securities on any Interest Payment Date and the extent to which, or the manner in which, any
interest payable on a temporary Global Security on an Interest Payment Date will be paid if
other than in the manner provided in Section 307;




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




     (7) the period or periods within which (or manner of determining the same), the price
or prices at which (or manner of determining the same), the currency or currency unit in
which, and the terms and conditions upon which Securities of that series may be redeemed, in
whole or in part, at the option of the Company, and any remarketing arrangements with
respect to the Securities of that series;




     (8) the obligation, if any, of the Company to redeem, repay or purchase Securities of
that series pursuant to any sinking fund or analogous provisions, upon a change of control
or at the option of a Holder thereof, and the period or periods within which (or manner of
determining the same), the price or prices at which (or manner of determining the same), the
currency or currency unit in which, and the terms and conditions upon which, Securities of
that series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;




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




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




     (11) if a Person other than U.S. Bank National Association is to act as Trustee for the
Securities of that series, the name and location of the Corporate Trust Office of such
Trustee;



 




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     (12) if other than Dollars, the currency or currency unit in which payment of the
principal of (and premium, if any) or interest, if any, on the Securities of that series
shall be made or in which the Securities of that series shall be denominated and the
particular provisions applicable thereto in accordance with, in addition to or in lieu of
the provisions of Section 311;




     (13) the inapplicability of any Event of Default or covenant set forth in Article 10
hereof to the Securities of that series, or the applicability of any other Events of
Defaults or covenants in addition to the Events of Default or covenants set forth herein to
Securities of that series;




     (14) if the principal of (and premium, if any) and interest, if any, on the Securities
of that series are to be payable, at the election of the Company or a Holder thereof, in a
currency or currency unit other than that in which such Securities are denominated or stated
to be payable, in accordance with provisions in addition to or in lieu of, or in accordance
with the provisions of, Section 311, the period or periods within which (including the
Election Date), and the terms and conditions upon which, such election may be made, and the
time and manner of determining the exchange rate between the currency or currency unit in
which such Securities are denominated or stated to be payable and the currency or currency
unit in which such Securities are to be so payable;




     (15) the designation of the original Currency Determination Agent, if any;




     (16) if the Securities of such series are issuable as Indexed Securities, the manner in
which the amount of payments of principal of (and premium, if any) and interest, if any, on
that series shall be determined;




     (17) if the Securities of that series do not bear interest, the applicable dates for
purposes of Section 701;




     (18) if other than as set forth in Article Four, provisions for the satisfaction and
discharge of this Indenture with respect to the Securities of that series;




     (19) the date as of which any Bearer Securities of that series and any Global Security
representing Outstanding Securities of that series shall be dated if other than the date of
original issuance of the first Security of that series to be issued;




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




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



 




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     (22) the extent and manner, if any, to which payment on or in respect of Securities of
that series will be subordinated to the prior payment of other liabilities and obligations
of the Company;




     (23) whether payment of any amount due under such Securities will be entitled to the
benefits of any Note Guarantee of any Guarantors, pursuant to the Indenture;




     (24) the terms, if any, upon which such Securities of any series may be converted or
exchanged into or for common stock, preferred stock or other securities or property of the
Company;




     (25) the forms of the Securities of that series; and




     (26) any other terms of that series (which terms shall not be inconsistent with the
requirements of the Trust Indenture Act).



     Unless otherwise provided in the Board Resolutions establishing a particular series of
Securities, the Securities shall be subordinated in right of payment to Senior Indebtedness as
provided in Article Fifteen.



     All Securities of any particular series and the coupons appertaining to any Bearer Securities
of such series shall be substantially identical except as to denomination, rate of interest, Stated
Maturity and the date from which interest, if any, shall accrue, and except as may otherwise be
provided in or pursuant to such Board Resolutions of the Company and set forth in such Officer’s
Certificate relating thereto or provided in or pursuant to any supplemental indenture hereto. The
terms of such Securities, as set forth above, may be determined by the Company from time to time if
so provided in or established pursuant to the authority granted in its Board Resolutions. All
Securities of any one series need not be issued at the same time, and unless otherwise provided, a
series may be reopened for issuance of additional Securities of such series.



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




     (1) The Board Resolutions of the Company by or pursuant to which such form of Security
have been approved and, if applicable, the supplemental indenture by or pursuant to which
such form of Security has been approved;




     (2) An Officers’ Certificate of the Company dated the date such Certificate is
delivered to such Trustee satisfying the requirements of Sections 102 and 103, and stating
that all conditions precedent provided for in this Indenture relating to the authentication
and delivery of Securities in such forms have been complied with; and




     (3) An Opinion of Counsel satisfying the requirements of Sections 102 and 103
substantially to the effect that Securities in such forms, together with any coupons
appertaining thereto, when (a) completed by appropriate insertions and executed and
delivered by the Company to such Trustee for authentication in accordance with this
Indenture, (b) authenticated and delivered by such Trustee in accordance with this
Indenture, and (c) issued by the Company in the manner and subject to the conditions
specified in such Opinion of Counsel, will constitute the legal, valid and binding
obligations of the Company, subject to the effects of applicable bankruptcy, reorganization,
fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting
creditors’ rights, to general equitable principles, to an implied covenant



 




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of good faith and fair dealing and to such other qualifications as such counsel shall
conclude do not materially affect the rights of Holders of such Securities.



Section 302. Denominations and Currencies.




     Unless otherwise provided with respect to any series of Securities as contemplated by Section
301, any Registered Securities of a series other than Registered Securities issued in global form
(which may be of any denomination) shall be issuable in denominations of $1,000 and any integral
multiple thereof, and any Bearer Securities of a series other than Bearer Securities issued in
global for (which may be of any denomination) shall be issuable in the denomination of $5,000, or
the equivalent amounts thereof in the case of Registered Securities and Bearer Securities
denominated in a Foreign Currency or currency unit.



Section 303. Execution, Authentication, Delivery and Dating.




     The Securities and any related coupons shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman of the Board, or its President, Chief Executive Officer or
one of its Vice Presidents. The Securities shall be so executed under the corporate seal of the
Company reproduced thereon and attested to by its Secretary or any one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series together with any coupons appertaining thereto,
executed by the Company (and, if applicable, having endorsed thereon the Note Guarantees executed
as provided in Section 1403 hereof) to the Trustee for the Securities of such series for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and such Trustee, in accordance with the Company Order, shall authenticate and deliver
such Securities; provided, however, that, during the “restricted period” (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer Security shall be
mailed or otherwise delivered to any location in the United States; and provided, further, that a
Bearer Security may be delivered outside the United States in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have furnished to the Trustee for
the Securities of such series a certificate substantially in the form set forth in Exhibit A to
this Indenture. If any Security shall be represented by a permanent Global Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner’s interest therein
upon original issuance of such Security or upon exchange of a portion of a temporary Global
Security shall be deemed to be delivery in connection with the original issuance of such beneficial
owner’s interest in such permanent Global Security. Except as permitted by Section 306 or 307, the
Trustee for the Securities of a series shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured other than matured coupons in default have
been detached and cancelled. If all the Securities of any one series are not to be issued at one
time and if a Board Resolution relating to such Securities shall so permit, such Company Order may
set forth procedures acceptable to the Trustee for the issuance of such Securities, including,
without limitation, procedures with respect to interest rate, Stated Maturity, date of issuance and
date from which interest, if any, shall accrue.



     Notwithstanding any contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board Resolution, Officers’
Certificate and



 




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Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at or prior to the time
of authentication of each Security of such series if such documents are delivered at or prior to
the authentication upon original issuance of the first Security of such series to be issued.




     Each Registered Security shall be dated the date of its authentication, and, unless otherwise
specified as contemplated by Section 301, each Bearer Security shall be dated as of the date of
original issuance of the first Security of such series to be issued.



     No Security or coupon appertaining thereto or Note Guarantee endorsed thereon 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 manually executed by the Trustee for such Security or on its behalf pursuant to Section 614,
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder.



     In case any Securities shall have been authenticated, but not delivered, by the Trustee or the
Authenticating Agent for such series then in office, any successor by merger, conversion or
consolidation to such Trustee, or any successor Authenticating Agent, as the case may be, may adopt
such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee or successor Authenticating Agent had itself authenticated such Securities.



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



     The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section if the Trustee, being advised by counsel, determines that such action may not lawfully
be taken or if the Trustee in good faith shall determine that such action would expose the Trustee
to personal liability to existing Holders.



Section 304. Temporary Securities and Exchange of Securities.




     Pending the preparation of definitive Securities of any particular series, the Company may
execute, and upon Company Order the Trustee for the Securities of such series shall authenticate
and deliver, in the manner specified in Section 303, temporary Securities which are printed,
lithographed, typewritten, photocopied or otherwise produced, in any denomination, with like terms
and conditions as the definitive Securities of like series in lieu of which they are issued in
registered form or, if authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities. Any
such temporary Securities may be in global form, representing such of the Outstanding Securities of
such series as shall be specified therein.



     Except in the case of temporary Securities in global form (which shall be exchanged only in
accordance with the provisions of the following paragraphs or as otherwise provided in or pursuant
to a Board Resolution or a Supplemental Indenture), if temporary Securities of any particular
series are issued, the Company will cause definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of such definitive Securities, the temporary
Securities of such series shall be exchangeable for such definitive Securities of a like Stated
Maturity and with like terms and provisions upon surrender of the temporary Securities of such
series, together with all unmatured coupons and matured coupons in default, if any, at the office
or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary



 




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Securities of any particular series, the Company shall execute and (in accordance with a
Company Order delivered at or prior to the authentication of the first definitive Security of such
series) the Trustee for the Securities of such series or the Global Exchange Agent shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series and of a like Stated Maturity and with like terms and
provisions; provided, however, unless otherwise specified pursuant to Section 301, no definitive
Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance with the conditions set forth in Section 303. Until exchanged as
hereinabove provided, the temporary Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Securities of the same series and with like
terms and conditions, except as to payment of interest, if any, authenticated and delivered
hereunder.




     Any temporary Global Security and any permanent Global Security shall, unless otherwise
provided therein, be delivered to a Depositary designated pursuant to Section 301.



     Without unnecessary delay but in any event not later than the date specified in or determined
pursuant to the terms of any such temporary Global Security (the “Exchange Date”), the Securities
represented by any temporary Global Security of a series of Securities issuable in bearer form may
be exchanged for definitive Securities (subject to the second succeeding paragraph) or Securities
to be represented thereafter by one or more permanent Global Securities, without interest coupons.
On or after the Exchange Date such temporary Global Security shall be surrendered by the Depositary
to the Trustee for such Security, as the Company’s agent for such purpose, or the agent appointed
by the Company pursuant to Section 301 to effect the exchange of the temporary Global Security for
definitive Securities (the “Global Exchange Agent”), and following such surrender, such Trustee or
the Global Exchange Agent (as authorized by the Trustee as an Authenticating Agent pursuant to
Section 614) shall (1) endorse the temporary Global Security to reflect the reduction of its
principal amount by an equal aggregate principal amount of such Security, (2) endorse the
applicable permanent Global Security, if any, to reflect the initial amount, or an increase in the
amount of Securities represented thereby, (3) manually authenticate such definitive Securities or
such permanent Global Security, as the case may be, (4) subject to Section 303, deliver such
definitive Securities to the Holder thereof or, as the case may be, deliver such permanent Global
Security to the Depositary to be held outside the United States for the accounts of Euroclear and
Clearstream Banking, for credit to the respective accounts at Euroclear and Clearstream Banking,
designated by or on behalf of the beneficial owners of such Securities (or to such other accounts
as they may direct) and (5) redeliver such temporary Global Security to the Depositary, unless such
temporary Global Security shall have been cancelled in accordance with Section 309 hereof;
provided, however, that, unless otherwise specified in such temporary Global Security, upon such
presentation by the Depositary, such temporary Global Security shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion
of such temporary Global Security held for its account then to be exchanged for definitive
Securities or one or more permanent Global Securities, as the case may be, and a certificate dated
the Exchange Date or a subsequent date and signed by Clearstream Banking, as to the portion of such
temporary Global Security held for its account then to be exchanged for definitive Securities or
one or more permanent Global Securities, as the case may be, each substantially in the form set
forth in Exhibit B to this Indenture. Each certificate substantially in the form of Exhibit B
hereto of Euroclear or Clearstream Banking, as the case may be, shall be based on certificates of
the account holders listed in the records of Euroclear or Clearstream Banking, as the case may be,
as being entitled to all or any portion of the applicable temporary Global Security. An account
holder of Euroclear or Clearstream Banking, as the case may be, desiring to effect the exchange of
interest in a temporary Global Security for an interest in definitive Securities or one or more
permanent Global Securities shall instruct Euroclear or Clearstream Banking, as the case may be, to
request such exchange on its behalf and shall deliver to Euroclear or Clearstream Banking, as the
case may be, a certificate substantially in the form of Exhibit A hereto and dated no earlier than
15 days prior to the



 




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Exchange Date. Until so exchanged, temporary Global Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities and permanent Global
Securities of the same series authenticated and delivered hereunder, except as provided in the
fourth succeeding paragraph.




     The delivery to the Trustee for the Securities of the appropriate series or the Global
Exchange Agent by Euroclear or Clearstream Banking of any certificate substantially in the form of
Exhibit B hereto may be relied upon by the Company and such Trustee or the Global Exchange Agent as
conclusive evidence that a corresponding certificate or certificates has or have been delivered to
Euroclear or to Clearstream Banking, as the case may be, pursuant to the terms of this Indenture.



     On or prior to the Exchange Date, the Company shall deliver to the Trustee for the Securities
of the appropriate series or the Global Exchange Agent definitive Securities or one or more
permanent Global Securities in aggregate principal amount equal to the principal amount of such
temporary Global Security, executed by the Company in the case of the Securities. At any time, on
or after the Exchange Date, upon 30 days’ notice to the Trustee for the Securities of the
appropriate series or the Global Exchange Agent by Euroclear or Clearstream Banking, as the case
may be, acting at the request of or on behalf of the beneficial owner, a Security represented by a
temporary Global Security or a permanent Global Security, as the case may be, may be exchanged, in
whole or from time to time in part, for definitive Securities without charge and such Trustee or
the Global Exchange Agent shall authenticate and deliver, in exchange for each portion of such
temporary Global Security or such permanent Global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and with like terms and
provisions as the portion of such temporary Global Security or such permanent Global Security to be
exchanged, which, unless the Securities of the series are not issuable both as Bearer Securities
and as Registered Securities, as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that definitive Bearer Securities shall be delivered
in exchange for a portion of the temporary Global Security or the permanent Global Security only in
compliance with the requirements of the second preceding paragraph. On or prior to the thirtieth
day following receipt by the Trustee for the Securities of the appropriate series or the Global
Exchange Agent of such notice with respect to a Security, or, if such day is not a Business Day,
the next succeeding Business Day, the temporary Global Security or the permanent Global Security,
as the case may be, shall be surrendered by the Depositary to such Trustee, as the Company’s agent
for such purpose, or the Global Exchange Agent to be exchanged in whole, or from time to time in
part, for definitive Securities without charge following such surrender, upon the request of
Euroclear or Clearstream Banking, as the case may be, and such Trustee or the Global Exchange Agent
shall (1) endorse the applicable temporary Global Security or the permanent Global Security to
reflect the reduction of its principal amount by the aggregate principal amount of such Security,
(2) in accordance with procedures acceptable to the Trustee cause the terms of such Security and
coupons, if any, to be entered on a definitive Security, (3) manually authenticate such definitive
Security and (4) if a Bearer Security is to be delivered, deliver such definitive Security outside
the United States to Euroclear or Clearstream Banking, as the case may be, for or on behalf of the
beneficial owner thereof, in exchange for a portion of such permanent Global Security.



     Unless otherwise specified in such temporary Global Security or permanent Global Security, any
such exchange shall be made free of charge to the beneficial owners of such temporary Global
Security or permanent Global Security, except that a Person receiving definitive Securities must
bear the cost of any taxes, insurance, postage, transportation and the like in the event that such
Person does not take delivery of such definitive Securities in person at the offices of Euroclear
or Clearstream Banking. Definitive Securities in bearer form to be delivered in exchange for any
portion of a temporary Global Security or a permanent Global Security shall be delivered only
outside the United States.



 




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     Until exchanged in full as hereinabove provided, any temporary Global Security or permanent
Global Security shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and with like terms and conditions, except as to payment
of interest, if any, authenticated and delivered hereunder. Unless otherwise specified as
contemplated by Section 301, interest payable on such temporary Global Security on an Interest
Payment Date for Securities of such series shall be payable to Euroclear and Clearstream Banking on
such Interest Payment Date upon delivery by Euroclear and Clearstream Banking to the Trustee for
the Securities of the appropriate series or the Global Exchange Agent in the case of payment of
interest on a temporary Global Security with respect to an Interest Payment Date occurring prior to
the applicable Exchange Date of a certificate or certificates substantially in the form set forth
in Exhibit C to this Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial owners of such Global
Security on such Interest Payment Date and who have, in the case of payment of interest on a
temporary Global Security with respect to an Interest Payment Date occurring prior to the
applicable Exchange Date, each delivered to Euroclear or Clearstream Banking, as the case may be, a
certificate substantially in the form set forth in Exhibit D to this Indenture.



     Any definitive Bearer Security authenticated and delivered by the Trustee for the Securities
of the appropriate series or the Global Exchange Agent in exchange for a portion of a temporary
Global Security or a permanent Global Security shall not bear a coupon for any interest which shall
theretofore have been duly paid by such Trustee to Euroclear or Clearstream Banking or by the
Company to such Trustee in accordance with the provisions of this Section 304.



     With respect to Exhibits A, B, C and D to this Indenture, the Company may, in its discretion
and if required or desirable under applicable law, substitute one or more other forms of such
exhibits for such exhibits, eliminate the requirement that any or all certificates be provided, or
change the time that any certificate may be required, provided that such substitute form or forms
or notice of elimination or change of such certification requirement have theretofore been
delivered to the Trustee with a Company Request and such form or forms, elimination or change is
reasonably acceptable to the Trustee.



Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee for the
Securities of each series a register (the register maintained in such office being herein sometimes
referred to as the “Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered Securities and of transfers
of Registered Securities. The Trustee for the Securities of each series is hereby initially
appointed “Security Registrar” for the purpose of registering Registered Securities and transfers
of Registered Securities of such series as herein provided.



     Upon surrender for registration of transfer of any Registered Security of any particular
series at the office or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee for the Securities of each series shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Registered Securities of any
authorized denominations, and of a like Stated Maturity and of a like series and aggregate
principal amount and with like terms and conditions.



     Except as set forth below, at the option of the Holder, Registered Securities of any
particular series may be exchanged for other Registered Securities of any authorized denominations,
and of a like Stated Maturity and of a like series and aggregate principal amount and with like
terms and conditions upon surrender of the Registered Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee for such



 




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Securities shall authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive. Except as otherwise specified pursuant to Section 301, Registered
Securities may not be exchanged for Bearer Securities.




     Notwithstanding any other provision of this Section or Section 304, unless and until it is
exchanged in whole or in part for Registered Securities in definitive form, a Global Security
representing all or a portion of the Registered Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor Depositary for such series or a nominee of such successor
Depositary.



     If (but not only if) permitted by the applicable Board Resolution and (subject to Section 308)
set forth in the applicable Officer’s Certificate, at the option of the Holder, Bearer Securities
of any series may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and with like terms and provisions upon
surrender of the Bearer Securities to be exchanged at any office or agency of the Company in a
Place of Payment for that series, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured
coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company (or to the Trustee
for the Security in case of matured coupons in default) in an amount equal to the face amount of
such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by
the Company and such Trustee if there is furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons at an office or
agency of the Company in a Place of Payment for that series located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series and with like terms and
conditions after the close of business at such office or agency on or after (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon
shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.



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



     If at any time the Depositary for Securities of a series in registered form notifies the
Company that it is unwilling or unable to continue as Depositary for the Securities of such series
or if at any time the Depositary for the Securities of such series shall no longer be eligible
under Section 303, the Company shall appoint a successor Depositary with respect to the Securities
for such series. If (i) a successor Depositary for the Securities of such series is not appointed
by the Company within 90 days after the Company receives such notice or becomes aware of such
ineligibility, (ii) the Company delivers



 




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to the Trustee for Securities of such series in registered form a Company Order stating that
the Securities of such series shall be exchangeable, or (iii) an Event of Default under Section 501
hereof has occurred and is continuing with respect to the Securities of such series, the Company’s
election pursuant to Section 301 shall no longer be effective with respect to the Securities for
such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series in exchange for such
Global Security or Securities.




     The Company may at any time and in its sole discretion determine that the Registered
Securities of any series issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of definitive
Registered Securities of such series, will authenticate and deliver, Registered Securities of such
series in definitive form and in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such Global Security or
Securities.



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



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



     All Securities issued upon any registration of transfer or exchange of Securities shall be the
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 exchange shall (if so
required by the Company or the Trustee for such Security) be duly endorsed, or be accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar for
such series duly executed, by the Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.



 




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     The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1104 and ending at the close of business on (A) if Securities of the series are
issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption
and (B) if Securities of the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if Securities of the series are also issuable
as Registered Securities and there is no publication, the mailing of the relevant notice of
redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for
redemption as a whole or in part, except the unredeemed portion of any Security being redeemed in
part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series and like tenor; provided,
however, that such Registered Security shall be simultaneously surrendered for redemption.



     Furthermore, notwithstanding any other provision of this Section 305, the Company will not be
required to exchange any Securities if, as a result of the exchange, the Company would suffer
adverse consequences under any United States law or regulation.



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




     If (i) any mutilated Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee for such Security or the Company and the Trustee for a Security receive
evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii)
there is delivered to the Company and such Trustee such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in the absence of notice
to the Company or such Trustee that such Security or coupon has been acquired by a bona fide or
protected purchaser, the Company shall execute and upon its request such Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for such
mutilated Security, or in exchange for the Security to which a mutilated, destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not mutilated, destroyed, lost or stolen) a new
Security of the same series and in a like principal amount and of a like Stated Maturity and with
like terms and conditions, and bearing a number not contemporaneously outstanding with coupons
corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
Security or to the Security to which such mutilated, destroyed, lost or stolen coupon appertains.



     In case any such mutilated, destroyed, lost or stolen Security or coupon 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 or coupon (without surrender thereof except in the case of a mutilated
Security or coupon) if the applicant for such payment shall furnish to the Company and the Trustee
for such Security such security or indemnity as may be required by them to save each of them
harmless, and in case of destruction, loss or theft, evidence satisfactory to the Company and such
Trustee and any agent of any of them of the destruction, loss or theft of such Security and the
ownership thereof; provided, however, that the principal of (and premium, if any) and interest, if
any, on Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at
an office or agency located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities shall be payable only upon
presentation and surrender of the coupons appertaining thereto.



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



 




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



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



Section 307. Payment of Interest; Interest Rights Preserved.




     Interest on any Registered Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall, if so provided in such Security, 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 payment.



     Unless otherwise provided with respect to the Securities of any series, payment of interest
may be made at the Corporate Trust Office or, at the option of the Company (i) in the case of
Registered Securities, may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register, or (ii) in the case of Bearer Securities, upon
presentation and surrender of the appropriate coupon appertaining thereto or by transfer to an
account maintained by the payee with a bank located outside the United States. Notwithstanding the
foregoing, a Holder of $5,000,000 or more in aggregate principal amount of Securities of any series
in definitive form (other than Bearer Securities), whether having identical or different terms and
provisions, having the same Interest Payment Dates will, at the option of the Company, be entitled
to receive interest payments, other than at Maturity, by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received in writing by the Trustee for
the Securities of such series at least 15 days prior to the applicable Interest Payment Date. Any
wire instructions received by the Trustee for the Securities of such series shall remain in effect
until revoked by the Holder.



     Unless otherwise provided or contemplated by Section 301, every permanent Global Security will
provide that interest, if any, payable on any Interest Payment Date will be paid to each of
Euroclear and Clearstream Banking with respect to that portion of such permanent Global Security
held for its account by the Depositary. Each of Euroclear and Clearstream Banking will in such
circumstances credit the interest received by it in respect of such permanent Global Security to
the accounts of the beneficial owners thereof.



     Any interest on any Registered Security of any particular series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of that series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee for



 




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the Registered Securities of such series in writing of the amount of Defaulted Interest
proposed to be paid on each Registered Security of that series and the date of the proposed
payment, and at the same time the Company shall deposit with such Trustee an amount of money
in the currency or currency unit in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series and except
as provided in Sections 311(b) and 311(d)), equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to such
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 such Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall not be 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 such Trustee of the notice of the proposed payment. Such Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of
Registered Securities of that series at his address as it appears in the Security Register
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the
Registered Securities of that series (or their respective Predecessor Securities) are
registered on such Special Record Date and shall no longer be payable pursuant to the
following clause (2).




     (2) The Company may make payment of any Defaulted Interest on Registered Securities of
any particular series in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Registered Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice is given by the Company to the
Trustee for the Securities of such series of the proposed manner of payment pursuant to this
clause, such manner of payment shall be deemed practicable by such 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 Registered Security for registration of transfer, the Company,
the Trustee for such Security and any agent of the Company or such Trustee may treat the Person in
whose name any such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section 307) interest, if
any, on such Security and for all other purposes whatsoever, whether or not such Security be
overdue, and none of the Company, such Trustee or any agent of the Company or such Trustee shall be
affected by notice to the contrary.



     Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The
Company, the Trustee for such Security and any agent of the Company or such Trustee may treat the
bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Bearer
Security or coupon for the purpose of receiving payment thereof or on account thereof and for all
other purposes whatsoever, whether or not such Security or coupon be overdue, and none of the
Company, such Trustee or any agent of the Company or such Trustee shall be affected by notice to
the contrary.



     None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of



 




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beneficial ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.




Section 309. Cancellation.




     All Securities and coupons surrendered for payment, redemption, registration of transfer or
exchange, or delivered in satisfaction of any sinking fund payment, shall, if surrendered to any
Person other than the Trustee for such Securities, be delivered to such Trustee and, in the case of
Registered Securities and matured coupons, shall be promptly cancelled by it. All Bearer
Securities and unmatured coupons so delivered to the Trustee for such Securities shall be cancelled
by such Trustee. The Company may at any time deliver to the Trustee for Securities of a series for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled
by such Trustee. Notwithstanding any other provision of this Indenture to the contrary, in the
case of a series, all the Securities of which are not to be originally issued at one time, a
Security of such series shall not be deemed to have been Outstanding at any time hereunder if and
to the extent that, subsequent to the authentication and delivery thereof, such Security is
delivered to the Trustee for such Security for cancellation by the Company or any agent thereof
upon the failure of the original purchaser thereof to make payment therefor against delivery
thereof, and any Security so delivered to such Trustee shall be promptly cancelled by it. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All cancelled
Securities and coupons held by the Trustee for such Securities shall be disposed of by such Trustee
in accordance with its standard procedures and a certificate of disposition evidencing such
disposition of Securities and coupons shall be provided to the Company by such Trustee. In the
case of any temporary Global Security, which shall be disposed of if the entire aggregate principal
amount of the Securities represented thereby has been exchanged, the certificate of disposition
shall state that all certificates required pursuant to Section 304 hereof, substantially in the
form of Exhibit B hereto (or in the form of any substitute exhibit as provided in the last
paragraph of Section 304), to be given by Euroclear or Clearstream Banking, have been duly
presented to the Trustee for such Securities by Euroclear or Clearstream Banking, as the case may
be. Permanent Global Securities shall not be disposed of until exchanged in full for definitive
Securities or until payment thereon is made in full.



Section 310. Computation of Interest.




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



Section 311. Currency and Manner of Payments in Respect of Securities.




     Unless otherwise specified in accordance with Section 301 with respect to any series of
Securities, the following provisions shall apply:



     (a) Except as provided in paragraphs (b) and (d) below, the principal of (and premium, if any)
and interest on Securities of any series denominated in a Foreign Currency or currency unit will be
payable by the Company in Dollars based on the equivalent of that Foreign Currency or currency unit
converted into Dollars in the manner described in paragraph (c) below.



     (b) It may be provided pursuant to Section 301 with respect to Registered Securities of any
series denominated in a Foreign Currency or currency unit that Holders shall have the option,
subject to paragraph (d) below, to receive payments of principal of (and premium, if any) and
interest on such



 




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Registered Securities in such Foreign Currency or currency unit by delivering to the Trustee
(or to any duly appointed Paying Agent) for the Registered Securities of that series a written
election, to be in form and substance satisfactory to such Trustee (or to any such Paying Agent),
not later than the close of business on the Election Date immediately preceding the applicable
payment date. If a Holder so elects to receive such payments in such Foreign Currency or currency
unit, such election will remain in effect for such Holder until changed by such Holder by written
notice to the Trustee (or to any such Paying Agent) for the Registered Securities of that series;
provided, however, that any such change must be made not later than the close of business on the
Election Date immediately preceding the next payment date to be effective for the payment to be
made on such payment date; and provided, further, that no such change or election may be made with
respect to payments to be made on any Registered Security of such series with respect to which an
Event of Default has occurred, the Company has exercised any defeasance, satisfaction or discharge
options pursuant to Article Four or notice of redemption has been given by the Company pursuant to
Article Eleven. If any Holder makes any such election, such election will not be effective as to
any transferee of such Holder and such transferee shall be paid in Dollars unless such transferee
makes an election as specified above; provided, however, that such election, if in effect while
funds are on deposit with respect to the Registered Securities of such series as described in
Section 404 or Section 405, will be effective as to any transferee of such Holder unless otherwise
specified pursuant to Section 301 for such Registered Securities. Any Holder of any such
Registered Security who shall not have delivered any such election to the Trustee (or to any duly
appointed Paying Agent) for the Registered Securities of such series not later than the close of
business on the applicable Election Date will be paid the amount due on the applicable payment date
in Dollars.




     (c) With respect to any Registered Securities of any series denominated in a Foreign Currency
or currency unit and payable in Dollars, the amount of Dollars so payable will be determined by the
Currency Determination Agent based on the highest indicative quotation in The City of New York
selected by the Currency Determination Agent (after consultation with the Company) at approximately
11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date.
Such selection shall be made from among the quotations appearing on the bank composite or
multi-contributor pages of the Reuters Monitor Foreign Exchange Service or, if not available, the
Telerate Monitor Foreign Exchange Service, for three (or two if three are not available) major
banks in New York City. The first three (or two) such banks selected by the Currency Determination
Agent which are offering quotes on the Reuters Foreign Exchange Service shall be used. If such
quotations are unavailable from either such foreign exchange service, such selection shall be made
from the quotations received by the Currency Determination Agent from no more than three nor less
than two recognized foreign exchange dealers in The City of New York selected by the Currency
Determination Agent and approved by the Company (one of which may be the Currency Determination
Agent) for the purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Foreign Currency or currency unit payable on such payment date in respect
of all Registered Securities denominated in such Foreign Currency or currency unit and for which
the applicable dealer commits to execute a contract. If fewer than two such bid quotations are
available at 11:00 a.m., New York City time, on the second Business Day preceding the applicable
payment date, such payment will be based on the Market Exchange Rate as of the second Business Day
preceding the applicable payment date. If the Market Exchange Rate for such date is not then
available, payments shall be made in the Foreign Currency or currency unit. All currency exchange
costs associated with any payment in Dollars on any such Registered Securities will be borne by the
Holder thereof by deductions from such payment.



     (d) If a Conversion Event occurs with respect to a Foreign Currency or currency unit in which
Registered Securities of any series are payable, then with respect to each date for the payment of
principal of (and premium, if any) and interest on the Registered Securities of that series
occurring after the last date on which such Foreign Currency or currency unit was used, the Company
may make such payment in Dollars. The Dollar amount to be paid by the Company to the Trustee for
the Registered Securities of



 




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such series and by such Trustee or any Paying Agent for the Registered Securities of such
series to the Holders of such Registered Securities with respect to such payment date shall be
determined by the Currency Determination Agent on the basis of the Market Exchange Rate as of the
second Business Day preceding the applicable payment date or, if such Market Exchange Rate is not
then available, on the basis of the most recently available Market Exchange Rate, or as otherwise
established pursuant to Section 301 with respect to such Securities. Any payment in respect of
such Registered Security made under such circumstances in Dollars will not constitute an Event of
Default hereunder.




     (e) For purposes of this Indenture the following terms shall have the following meanings:




     A “Component Currency” shall mean any currency which is a component currency of any
currency unit.




     “Election Date” shall mean, for the Registered Securities of any series, the date
specified pursuant to Section 301(14).



     (f) Notwithstanding any other provisions of this Section 311, the following shall apply: (i)
if the official unit of any Component Currency is altered by way of combination or subdivision, the
number of units of that currency as a component shall be divided or multiplied in the same
proportion, (ii) if two or more Component Currencies are consolidated into a single currency, the
amounts of those currencies as components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated Component Currencies expressed in such a single
currency, (iii) if any Component Currency is divided into two or more currencies, the amount of
that original Component Currency as a component shall be replaced by the amounts of such two or
more currencies having an aggregate value on the date of division equal to the amount of the former
Component Currency immediately before such division and (iv) in the event of an official
redenomination of any currency (including, without limitation, a currency unit), the obligations of
the Company to make payments in or with reference to such currency on the Registered Securities of
any series shall, in all cases, be deemed immediately following such redenomination to be
obligations to make payments in or with reference to that amount of redenominated currency
representing the amount of such currency immediately before such redenomination.



     (g) All determinations referred to in this Section 311 made by the Currency Determination
Agent shall be in its sole discretion and shall, in the absence of manifest error, be conclusive
for all purposes and irrevocably binding upon the Holders of the applicable Securities. The
Currency Determination Agent shall promptly give written notice to the Trustee of any such decision
or determination. The Currency Determination Agent shall have no liability for any determinations
referred to in this Section 311 made by it.



     (h) The Trustee for the Securities of a particular series shall be fully justified and
protected in relying and acting upon information received by it from the Company and the Currency
Determination Agent with respect to any of the matters addressed in or contemplated by this Section
311 and shall not otherwise have any duty or obligation to determine such information
independently.



Section 312. Appointment and Resignation of Currency Determination Agent.




     (a) If and so long as the Securities of any series (i) are denominated in a currency unit or a
currency other than Dollars or (ii) may be payable in a currency unit or a currency other than
Dollars, or so long as it is required under any other provision of this Indenture, then the Company
shall maintain with respect to each such series of Securities, or as so required, a Currency
Determination Agent. The Company shall cause the Currency Determination Agent to make the
necessary foreign exchange determinations at the time and in the manner specified pursuant to
Section 301 for the purpose of



 




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determining the applicable rate of exchange and for the purpose of converting the issued
currency or currency unit into the applicable payment currency or currency unit for the payment of
principal (and premium, if any) and interest, if any, pursuant to Section 311.




     (b) No resignation of the Currency Determination Agent and no appointment of a successor
Currency Determination Agent pursuant to this Section shall become effective until the acceptance
of appointment by the successor Currency Determination Agent as evidenced by a written instrument
delivered to the Company and the Trustee of the appropriate series of Securities accepting such
appointment executed by the successor Currency Determination Agent.



     (c) If the Currency Determination Agent shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Currency Determination Agent for any
cause, with respect to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Currency Determination Agent or Currency Determination Agents
with respect to the Securities of that or those series (it being understood that any such successor
Currency Determination Agent may be appointed with respect to the Securities of one or more or all
of such series and that at any time there shall only be one Currency Determination Agent with
respect to the Securities of any particular series).



ARTICLE 4




Satisfaction and Discharge




Section 401. Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at the option of its Board of Directors evidenced by a Board Resolution set
forth in an Officers’ Certificate, at any time, with respect to the Securities of any series, elect
to have either Section 402 or 403 be applied to all of the Outstanding Securities of that series
upon compliance with the conditions set forth below in this Article Four.



Section 402. Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 401 of the option applicable to this Section 402,
the Company shall be deemed to have been discharged from its obligations with respect to all
Outstanding Securities of the particular series and any coupons appertaining thereto on the date
the conditions set forth below in Section 404 are satisfied (hereinafter, “Legal Defeasance”). For
this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and
discharged all the obligations relating to the Outstanding Securities of that series and the
Securities of that series, including any coupons appertaining thereto, shall thereafter be deemed
to be “Outstanding” only for the purposes of Section 406, Section 408 and the other Sections of
this Indenture referred to below in this Section 402, and to have satisfied all of its other
obligations under such Securities and any coupons appertaining thereto and this Indenture and cured
all then existing Events of Default (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of
Outstanding Securities of the particular series and coupons, if any, of such series to receive
payments in respect of the principal of (and premium, if any) and interest, if any, on such
Securities when such payments are due or on the Redemption Date solely out of the trust created
pursuant to this Indenture; (b) the Company’s obligations with respect to such Securities
concerning issuing temporary Securities of that series, or, where relevant, registration of such
Securities, mutilated, destroyed, lost or stolen Securities of that series and the maintenance of
an office or agency for payment and money for Securities payments held in trust; (c) the rights,
powers, trusts, duties and immunities of the Trustee for the Securities of that



 




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series, and the Company’s obligations in connection therewith; and (d) this Article Four and
the obligations set forth in Section 406 hereof. Money and Securities held in trust pursuant to
this Section 402 shall not be subject to Article Fifteen or any other subordination provisions.




     Subject to compliance with this Article Four, the Company may exercise its option under
Section 402 notwithstanding the prior exercise of its option under Section 403 with respect to the
Securities of a particular series and any coupons appertaining thereto.



Section 403. Covenant Defeasance.




     Upon the Company’s exercise under Section 401 of the option applicable to this Section 403,
the Company shall be released from any obligations under the covenants contained in Sections 704
and 801 hereof (and any other covenant in addition to those set forth herein applicable to
Securities of any series pursuant to Section 301 hereof specified to be released as provided under
this Section 403) with respect to the Outstanding Securities of the particular series, along with
any additional covenants or other provisions (including Events of Default) contained in such
Security or any Supplemental Indenture in connection therewith, on and after the date the
conditions set forth below in Section 404 are satisfied (hereinafter, “Covenant Defeasance”), and
the Securities of that series and any coupons appertaining thereto shall thereafter be deemed not
“Outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences of any thereof) in connection with such covenants, but shall continue to be
deemed “Outstanding” for all other purposes hereunder (it being understood that such Securities
shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant
Defeasance means that, with respect to the Outstanding Securities of that series and any coupons
appertaining thereto, the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a default or Event of Default under subsection 501 but, except as
specified above, the remainder of this Indenture and the Securities of that series shall be
unaffected thereby.



Section 404. Conditions to Legal or Covenant Defeasance.




     The following shall be the conditions to the application of either Section 402 or Section 403
to the Outstanding Securities of a particular series:



     (a) the Company must irrevocably deposit, or cause to be irrevocably deposited, with the
Trustee for the Securities of that series, in trust, for the benefit of the Holders of the
Securities of that series, cash in the currency or currency unit in which the Securities of that
series are payable (except as otherwise specified pursuant to Section 301 for the Securities of
that series and except as provided in Sections 311(b) and 311(d), in which case the deposit to be
made with respect to Securities for which an election has occurred pursuant to Section 311(b), or a
Conversion Event has occurred as provided in Section 311(d), shall be made in the currency or
currency unit in which the Securities of that series are payable as a result of such election or
Conversion Event), Government Obligations or a combination thereof in such amounts as will be
sufficient, in the opinion of an internationally recognized firm of independent public accountants,
to pay the principal of (and premium, if any) and interest, if any, due on the outstanding
Securities of that series and any related coupons at the Stated Maturity, or on the applicable
Redemption Date, as the case may be, with respect to the outstanding Securities of that series and
any related coupons;



     (b) in the case of Legal Defeasance, the Company shall have delivered to the Trustee for the
Securities of that series an Opinion of Counsel in the United States reasonably acceptable to such
Trustee confirming that, subject to customary assumptions and exclusions, (1) the Company has
received from, or



 




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there has been published by, the U.S. Internal Revenue Service a ruling or (2) since the Issue
Date, there has been a change in the applicable U.S. federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel in the United States shall confirm that,
subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that
series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal Defeasance had not
occurred;




     (c) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee for
the Securities of that series an Opinion of Counsel in the United States reasonably acceptable to
such Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the
Outstanding Securities of that series will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the
same amounts, in the same manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;



     (d) no Event of Default or event which with the giving of notice or the lapse of time, or
both, would become an Event of Default with respect to the Securities of that series shall have
occurred and be continuing on the date of such deposit and no Event of Default under Section 501(4)
or Section 501(5) shall have occurred and be continuing on the 123rd day after such
date; and



     (e) the Company shall have delivered to the Trustee for the Securities of that series an
Officers’ Certificate and an Opinion of Counsel in the United States (which opinion of counsel may
be subject to customary assumptions and exclusions) each stating that all conditions precedent
provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be,
have been complied with.



Section 405. Satisfaction and Discharge of Indenture.




     This Indenture will be discharged and will cease to be of further effect as to all Securities
of any particular series issued hereunder when either (i) all Securities of that series theretofore
authenticated and delivered and all coupons, if any, appertaining thereto (except (A) coupons
appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing
after such exchange, whose surrender is not required or has been waived as provided in Section 305,
(B) lost, stolen or destroyed Securities or coupons of such series which have been replaced or paid
as provided in Section 306, (C) coupons appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose surrender is not required as provided in Section
1106 and (D) Securities and coupons of such series for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company or discharged from such trust, as provided
in the last paragraph of Section 1003) have been delivered to the Trustee for the Securities of
that series for cancellation or (ii) (A) all Securities of that series and any coupons appertaining
thereto not theretofore delivered to Trustee for cancellation are due and payable by their terms
within one year or have become due and payable by reason of the making of a notice of redemption
and the Company has irrevocably deposited or caused to be deposited with such Trustee as trust
funds in trust an amount of cash in any combination of currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except as provided in Sections 311(b) and 311(d), in which case
the deposit to be made with respect to Securities for which an election has occurred pursuant to
Section 311(b) or a Conversion Event has occurred as provided in Section 311(d), shall be made in
the currency or currency unit in which such Securities are payable as a result of such election or
Conversion Event) sufficient to pay and discharge the entire indebtedness on such Securities and
coupons not theretofore delivered to the Trustee for the Securities of that series for cancellation
for principal (and premium, if any) and accrued and unpaid interest, if any, to the Stated Maturity
or Redemption Date, as the case may be; (B) no Event of Default or event which with the giving of
notice or the lapse of time, or both, would become an Event



 




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of Default shall have occurred and be continuing on the date of such deposit and no Event of
Default under Section 501(4) or Section 501(5) shall have occurred and be continuing on the
123rd day after such date; (C) the Company has paid, or caused to be paid, all sums
payable by it under this Indenture; and (D) the Company has delivered irrevocable instructions to
the Trustee for the Securities of that series under this Indenture to apply the deposited money
toward the payment of such Securities and coupons at the Stated Maturity or the Redemption Date, as
the case may be. In addition, the Company must deliver an Officers’ Certificate and an Opinion of
Counsel to the Trustee for the Securities of that series stating that all conditions precedent to
satisfaction and discharge have been satisfied.




Section 406. Survival of Certain Obligations.




     Notwithstanding the satisfaction and discharge of this Indenture and of the Securities of a
particular series referred to in Sections 401, 402, 404 or 405, the respective obligations of the
Company and the Trustee for the Securities of a particular series under Sections 303, 304, 305,
309, 407, 408, 409, 410, and 508, Article Six, and Sections 701, 702, 1002, 1003, 1004 and 1005,
shall survive with respect to Securities of that series until the Securities of that series are no
longer outstanding, and thereafter the obligations of the Company and the Trustee for the
Securities of a particular series with respect to that series under Sections 407, 408, 409, and 410
shall survive. Nothing contained in this Article Four shall abrogate any of the obligations or
duties of the Trustee of any series of Securities under this Indenture.



     Notwithstanding the satisfaction of the conditions set forth in Sections 404 or 405 with
respect to all the Securities of any series not payable in Dollars, upon the happening of any
Conversion Event the Company shall be obligated to make the payments in Dollars required by Section
311(d) to the extent that the Trustee is unable to convert any Foreign Currency or currency unit or
currency unit in its possession pursuant to Sections 404 or 405 into the Dollar equivalent of such
Foreign Currency or currency unit, as the case may be. If, after the deposits referred to in
Sections 404 or 405 have been made, (x) the Holder of a Security is entitled to, and does, elect
pursuant to Section 311(b) to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Sections 404 or 405 was made, or (y) a Conversion Event occurs as
contemplated in Section 311(d), then the indebtedness represented by such Security shall be fully
discharged to the extent that the deposit made with respect to such Security shall be converted
into the currency or currency unit in which such Security is payable. The Trustee shall return to
the Company any non-converted funds or securities in its possession after such payments have been
made.



Section 407. Acknowledgment of Discharge by Trustee.




     Subject to Section 410, after (i) the conditions of Sections 404 or 405have been satisfied
with respect to the Securities of a particular series, (ii) the Company has paid or caused to be
paid all other sums payable hereunder by the Company and (iii) the Company has delivered to the
Trustee for the Securities of that series an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent referred to in clause (i) above relating to the satisfaction
and discharge of this Indenture have been complied with, the Trustee for the Securities of that
series upon written request shall acknowledge in writing the discharge of all of the Company’s
obligations under this Indenture except for those surviving obligations specified in this Article
Four.



Section 408. Application of Trust Moneys.




     All money and Government Obligations deposited with the Trustee for the Securities of a
particular series pursuant to Sections 404 or 405 in respect of the Securities of that series shall
be held in trust and applied by it, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of the



 




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Securities and all related coupons of all sums due and to become due thereon for principal
(and premium, if any) and interest, if any, but such money need not be segregated from other funds
except to the extent required by law.




     The Company shall pay and indemnify the Trustee for the Securities of a particular series
against any tax, fee or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Sections 404 or 405 with respect to the Securities of that series or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of outstanding Securities of that series.



Section 409. Repayment to the Company; Unclaimed Money.




     The Trustee and any Paying Agent for a series of Securities shall promptly pay or return to
the Company upon Company Order any cash or Government Obligations held by them at any time that are
not required for the payment of the principal of (and premium, if any) and interest, if any, on the
Securities and all related coupons for Securities of that series for which cash or Government
Obligations have been deposited pursuant to Sections 404 or 405.



     Any money deposited with the Trustee or any Paying Agent for the Securities of any series, or
then held by the Company, in trust for the payment of the principal of (and premium, if any) and
interest, if any, on any Security of any particular series and all related coupons appertaining
thereto and remaining unclaimed for two years after such principal (and premium, if any) and
interest, if any, has become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be paid to the Company on
Company Request or (if then held by the Company) shall be discharged from such trusts; and the
Holder of such Security and all related coupons shall, thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of such 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 such Trustee or such Paying Agent, before being
required to make any such repayment may give written notice to the Holder of such Security in the
manner set forth in Section 106, that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law, be repaid to the Company, as the case
may be.



Section 410. Reinstatement.




     If the Trustee or Paying Agent for a series of Securities is unable to apply any cash or
Government Obligations, as applicable, in accordance with Section 402, 403, 404 or 405 by reason of
any legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture and the Securities of that series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 402, 403, 404 or 405 until such time as the Trustee or
Paying Agent for that series is permitted to apply all such cash or Government Obligations in
accordance with Section 402, 403, 404 or 405; provided, however, that if the Company has made any
payment of principal (and premium, if any) and interest, if any, on any Securities and any related
coupons because of the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities and such coupons to receive such payment from the cash or
Government Obligations, as applicable, held by such Trustee or Paying Agent. In the event the
Company’s obligations under this Indenture and the Securities are revived and reinstated pursuant
to this Section 410, then the obligations of each Guarantor, if any, under its Note Guarantee and
this Indenture that were released pursuant to Section 1405 as a result of the Company’s



 




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exercise of its rights under this Article Four shall be revived and reinstated as though such
release had not occurred.




ARTICLE 5




Remedies




Section 501. Events of Default.




     “Event of Default” wherever used herein with respect to any particular series of Securities
means any one of the following events and such other events as may be established with respect to
the Securities of such series as contemplated by Section 301 (whatever the reason for such Event of
Default and whether it shall be occasioned by the provisions of Article Fifteen or be voluntary or
involuntary or be effected by operation of law pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):




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




     (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity or default in the deposit of any sinking fund payment when and
as due by the terms of any Security of that series; or




     (3) default in the performance of, or breach of, any covenant or warranty of the
Company or any Guarantor (if any) in respect of any Security of that series contained in
this Indenture or in such Securities (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with) and
continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee for the Securities of such
series or to the Company and such Trustee by the Holders of at least 30% in principal amount
of the Outstanding Securities of that series a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or




     (4) the Company shall commence any case or proceeding seeking to have an order for
relief entered on its behalf as debtor or to adjudicate it as bankrupt or insolvent or
seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or
readjustment of its debts or any other relief under any bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or
other similar act or law of any jurisdiction, domestic or foreign, now or hereafter
existing; or the Company shall apply for a receiver, custodian or trustee (other than any
trustee appointed as a mortgagee or secured party in connection with the issuance of
indebtedness for borrowed money of the Company) of it or for all or a substantial part of
its property; or the Company shall make a general assignment for the benefit of creditors;
or the Company shall take any corporate action in furtherance of any of the foregoing; or




     (5) an involuntary case or other proceeding shall be commenced against the Company with
respect to it or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or
similar official of the Company or any substantial part of its property; and such case or
other proceeding



 




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(A) results in the entry of an order for relief or a similar order against the Company
or (B) shall continue unstayed and in effect for a period of 60 consecutive days; or




     (6) any other Event of Default provided in the Security or the Board Resolution with
respect to Securities of that series.



Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to any particular series of Securities and any related
coupons occurs and is continuing (other than an Event of Default described in Section 501(4) or
501(5) with respect to the Company), then and in every such case either the Trustee for the
Securities of such series or the Holders of not less than 30% in principal amount of the
Outstanding Securities of that series may declare the entire principal amount (or, in the case of
(i) OID Securities, such lesser amount as may be provided for in the terms of that series or
(ii) Indexed Securities, the amount determined in accordance with the specified terms of those
Securities) of all the Securities of that series, to be due and payable immediately, by a notice in
writing to the Company (and to such Trustee if given by Holders), and upon any such declaration of
acceleration such principal or such lesser amount, as the case may be, together with accrued
interest and all other amounts owing hereunder, shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby expressly waived.



     If any Event of Default specified in Section 501(4) or 501(5) occurs with respect to the
Company, all of the unpaid principal amount (or, if the Securities of any series then outstanding
are (i) OID Securities, such lesser amount as may be provided for in the terms of that series or
(ii) Indexed Securities, the amount determined in accordance with the specified terms of those
Securities) and accrued interest on all Securities of each series then outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act by the Trustee or
any Holder.



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




     (1) the Company has paid or deposited with such Trustee a sum sufficient to pay in the
currency or currency unit in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series and except as
provided in Sections 311(b) and 311(d)):




	 	(A)	 	all overdue interest on all Securities of that series and any
related coupons;
	 
	 	(B)	 	the principal of (and premium, if any, on) any Securities of
that series which have become due otherwise than by such declaration of
acceleration and interest thereon from the date such principal became due at a
rate per annum equal to the rate borne by the Securities of such series (or, in
the case of (i) OID Securities, the Securities’ Yield to Maturity or
(ii) Indexed Securities, the rate determined in accordance with the specified
terms of those Securities), to the extent that the payment of such interest
shall be legally enforceable;
	 
	 	(C)	 	to the extent that payment of such interest is lawful, interest
upon overdue interest at a rate per annum equal to the rate borne by the
Securities of such series (or, in the case of (i) OID Securities, the
Securities’ Yield to Maturity or





 




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	 		 	(ii) Indexed Securities, the rate determined in accordance with the
specified terms of those Securities); and
	 
	 	(D)	 	all sums paid or advanced by such Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of such Trustee,
its agents and counsel and all other amounts due to such Trustee under Section
607;





     and




     (2) all Events of Default with respect to the Securities of such series, other than the
nonpayment of the principal of Securities of that series which has become due solely by such
acceleration, have been cured or waived as provided in Section 513. No such rescission
shall affect any subsequent default or impair any right consequent thereon.



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




     The Company covenants that if:




     (1) default is made in the payment of any interest upon any Security of any series and
any related coupons when such interest becomes due and payable and such default continues
for a period of 30 days; or




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



the Company will, upon demand of the Trustee for the Securities of such series, pay to the Trustee,
for the benefit of the Holders of such Securities and coupons, the whole amount then due and
payable on such Securities and coupons for principal (and premium if any) and interest, if any,
with interest upon the overdue principal (and premium, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon any overdue installments of interest at a rate per
annum equal to the rate borne by such Securities (or, in the case of (i) OID Securities, the
Securities’ Yield to Maturity or (ii) Indexed Securities, the rate determined in accordance with
the specified terms of those Securities); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of such Trustee, its agents and counsel and all other amounts
due to such Trustee under Section 607.



     If the Company fails to pay such amounts forthwith upon such demand, such Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding against the Company
for the collection of the sums so due and unpaid, and may prosecute such proceedings to judgment or
final decree, and may enforce the same against the Company or any other obligor upon the Securities
of such series 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 the Securities of such series,
wherever situated.



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



 




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Section 504. Trustee May File Proofs of Claim.




     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the
Company or any other obligor upon the Securities of any series or the property of the Company or of
such other obligor or their creditors, the Trustee for the Securities of such series (irrespective
of whether the principal (or, if the Securities of such series are (i) OID Securities or
(ii) Indexed Securities, such amount as may be due and payable with respect to such Securities
pursuant to a declaration in accordance with Section 502) of any Security of such series shall then
be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
such 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




     (i) to file and prove a claim for the whole amount of principal (or, if the
Securities of such series are (i) OID Securities or (ii) Indexed Securities, such
amount as may be due and payable with respect to such Securities pursuant to a
declaration in accordance with Section 502) (and premium, if any) and interest, if
any, owing and unpaid in respect of the Securities of such series and any related
coupons and to file such other papers or documents as may be necessary or advisable
in order to have the claims of such Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of such Trustee, its agents and
counsel and all other amounts due to such Trustee under Section 607) and of the
Holders of the Securities of such series and any related coupons allowed in such
judicial proceeding; and




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



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



     Nothing herein contained shall be deemed to authorize the Trustee for the Securities of any
series to authorize or consent to or accept or adopt on behalf of any Holder of a Security or
coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities
of such series or the rights of any Holder thereof, or to authorize the Trustee for the Securities
or coupons of any series to vote in respect of the claim of any Holder in any such proceeding for
the election of a trustee in bankruptcy or other person performing similar functions.



Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.




     All rights of action and claims under this Indenture or the Securities or coupons of any
series may be prosecuted and enforced by the Trustee for the Securities of any series without the
possession of any of the Securities or coupons of such series or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by such 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 such
Trustee, its agents and counsel and all other amounts due to such Trustee under Section 607, be for
the ratable benefit of the Holders of the Securities and coupons of such series in respect of which
such judgment has been recovered.



 




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Section 506. Application of Money Collected.




     Any money collected by the Trustee for the Securities of any series pursuant to this Article
with respect to the Securities or coupons of such series shall be applied in the following order,
at the date or dates fixed by such 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
or coupons of such series, or both, as the case may be, and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:




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




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




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



Section 507. Limitation on Suits.




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




     (1) an Event of Default with respect to that series shall have occurred and be
continuing and such Holder shall have previously given written notice to the Trustee for the
Securities of such series of such default and the continuance thereof;




     (2) the Holders of not less than 30% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee for the Securities of such
series to institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;




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




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




     (5) no direction inconsistent with such written request has been given to such Trustee
during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series;


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




 




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Section 508. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any.




     Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Section 307) interest, if any, on such Security on the
respective Stated Maturities expressed in such Security or coupon (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.



Section 509. Restoration of Rights and Remedies.




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



Section 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee for the Securities of any series or to the
Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



Section 511. Delay or Omission Not Waiver.




     No delay or omission of the Trustee for the Securities of any series or of any Holder of any
Security of such series to exercise any right or remedy accruing upon any Event of Default with
respect to the Securities of such series 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 such Trustee for the Securities or coupons of any series or to the
Holders may be exercised from time to time, and as often as may be deemed expedient, by such
Trustee or by the Holders, as the case may be.



Section 512. Control by Holders.




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




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture, the Securities or any Note Guarantee, and could not involve the Trustee in
personal liability; and



 




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



Section 513. Waiver of Past Defaults.




     Except as otherwise specified for a series of Securities pursuant to Section 301 and subject
to Section 502, the Holders of not less than a majority in principal amount of the Outstanding
Securities of any particular series and any related coupons may on behalf of the Holders of all the
Securities of that series waive any past default hereunder with respect to that series and its
consequences, except:




     (1) a default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of that series; or




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



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



Section 514. Undertaking for Costs.




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



Section 515. Waiver of Stay or Extension Laws.




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



 




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Section 516. Judgment Currency.




     If, for the purpose of obtaining a judgment in any court with respect to any obligation of the
Company hereunder or under any Security or any related coupon, it shall become necessary to convert
into any other currency or currency unit any amount in the currency or currency unit due hereunder
or under such Security or coupon, then such conversion shall be made by the Currency Determination
Agent at the Market Exchange Rate as in effect on the date of entry of the judgment (the “Judgment
Date”). If pursuant to any such judgment, conversion shall be made on a date (the “Substitute
Date”) other than the Judgment Date and there shall occur a change between the Market Exchange Rate
as in effect on the Judgment Date and the Market Exchange Rate as in effect on the Substitute Date,
the Company agrees to pay such additional amounts, if any, as may be necessary to ensure that the
amount paid is equal to the amount in such other currency or currency unit which, when converted at
the Market Exchange Rate as in effect on the Judgment Date, is the amount due hereunder or under
such Security or coupon. Any amount due from the Company under this Section 516 shall be due as a
separate debt and is not to be affected by or merged into any judgment being obtained for any other
sums due hereunder or in respect of any Security or coupon. In no event, however, shall the
Company be required to pay more in the currency or currency unit due hereunder or under such
Security or coupon at the Market Exchange Rate as in effect on the Judgment Date than the amount of
currency or currency unit stated to be due hereunder or under such Security or coupon so that in
any event the Company’s obligations hereunder or under such Security or coupon will be effectively
maintained as obligations in such currency or currency unit, and the Company shall be entitled to
withhold (or be reimbursed for, as the case may be) any excess of the amount actually realized upon
any such conversion on the Substitute Date over the amount due and payable on the Judgment Date.



ARTICLE 6




The Trustee




Section 601. Certain Duties and Responsibilities.




     (a) Except during the continuance of an Event of Default with respect to the Securities of any
series for which the Trustee is serving as such,




     (1) such 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 such Trustee; and




     (2) in the absence of bad faith on its part, such 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 such Trustee and conforming to the requirements of
this Indenture.



     (b) In case an Event of Default with respect to a series of Securities has occurred and is
continuing, the Trustee for the Securities of such series 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 man would exercise or use under the circumstances in the conduct of his own affairs.



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



 




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




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




     (3) such Trustee shall not be liable with respect to any action taken, suffered 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 particular series,
determined as provided in Section 512, relating to the time, method and place of conducting
any proceeding for any remedy available to such Trustee, or exercising any trust or power
conferred upon such Trustee, under this Indenture with respect to the Securities of that
series; and




     (4) no provision of this Indenture shall require the Trustee for any series of
Securities to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.



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



Section 602. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to Securities of any
particular series, the Trustee for the Securities of such series shall give to Holders of
Securities of that series, in the manner set forth in Section 106, notice of such default known to
such Trustee, unless such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if any) or interest, if
any, on any Security of that series, or in the deposit of any sinking fund payment with respect to
Securities of that series, such Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of directors and/or
Responsible Officers of such Trustee in good faith determines that the withholding of such notice
is in the interest of the Holders of Securities of that series and related coupons. For the
purpose of this Section, the term “default” means any event which is, or after notice or lapse of
time or both would become, an Event of Default with respect to Securities of that series.



Section 603. Certain Rights of Trustee.




     Except as otherwise provided in Section 601:




(a) the Trustee for any series of Securities may conclusively rely and shall be
protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, discretion, consent, order, bond, debenture 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 (other than delivery of any Security,
together with any coupons appertaining thereto, to the Trustee for authentication and
delivery pursuant to Section



 




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303 which shall be sufficiently evidenced as provided therein) and any resolution of
the Board of Directors of the Company may be sufficiently evidenced by a Board Resolution;




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




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




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




(f) such 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, discretion, consent, order, bond, debenture or other paper or document, but such
Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters at it may see fit, and, if such Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records and premises of
the Company, personally or by agent or attorney at the sole cost of the Company;




(g) the Trustee may employ or retain such counsel, accountants, appraisers or other
experts or advisers as it may reasonably require for the purpose of determining and
discharging its rights and duties hereunder and shall not be responsible for any misconduct
on the part of any of them;




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




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




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




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



 




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




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication thereof and in any coupons shall be taken as the statements of the Company, as the
case may be, and neither the Trustee for any series of Securities, nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee for any series of Securities makes no
representations as to the validity or sufficiency of this Indenture or of the Securities of any
series or coupons, except that the Trustee represents that it is duly authorized to execute and
deliver this Indenture, authenticate the Securities, and perform its obligations hereunder and that
the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and correct, subject to the qualifications set forth therein. Neither the Trustee for any
series of Securities nor any Authenticating Agent shall be accountable for the use or application
by the Company of Securities or the proceeds thereof.



Section 605. May Hold Securities.




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



Section 606. Money Held in Trust.




     Money held by the Trustee for any series of Securities in trust hereunder need not be
segregated from other funds except as provided in Section 115 and except to the extent required by
law. The Trustee for any series of Securities shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company in writing, as the case
may be.



Section 607. Compensation and Reimbursement.




     The Company agrees:




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




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




     (3) to indemnify such Trustee, its employees, officers, directors and agents in Dollars
for, and to hold them harmless against, any loss, damage, claims, liability or expense
incurred without negligence or bad faith on their part, arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses of
defending themselves against any claim, whether asserted by the Company or any Holder or any
other Person, or liability in connection with the exercise or performance of any of their
powers or duties hereunder.



 




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



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(4) or Section 501(5), 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.



Section 608. Disqualification; Conflicting Interests.




     The Trustee for the Securities shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act during the period of time required thereby. Nothing herein shall prevent the
Trustee from filing with the Commission the application referred to in the penultimate paragraph of
Section 310(b) of the Trust Indenture Act. In determining whether the Trustee has a conflicting
interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of
any series, there shall be excluded Securities of any particular series of Securities other than
that series.



Section 609. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder for each series of securities which shall be




          (i) a corporation or banking company organized and doing business under the laws of the
United States of America, any state thereof, or the District of Columbia, authorized under
such laws to exercise corporate trust powers, and subject to supervision or examination by
Federal or State authority, or




          (ii) a corporation or other Person organized and doing business under the laws of a
foreign government that is permitted to act as Trustee pursuant to a rule, regulation, or
other order of the Commission, authorized under such laws to exercise corporate trust
powers, 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 trustee, having a combined capital and surplus of
at least $50,000,000. If such corporation publishes reports of condition at least annually,
pursuant to law or to requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any Person directly or indirectly
controlling, controlled by, or under the common control of the Company shall serve as
Trustee for the Securities. 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 hereunder specified in this Article.



Section 610. Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee for the Securities of any series and no
appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements
of Section 611.



     (b) The Trustee for the Securities of any series may resign at any time with respect to the
Securities of such series by giving written notice thereof to the Company. If the instrument of
acceptance



 




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by a successor Trustee required by Section 611 shall not have been delivered to the Trustee
for the Securities of such series within 60 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 for the Securities of any series may be removed at any time with respect to
the Securities of such series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to such Trustee and to the Company.



     (d) If at any time:




     (1) the Trustee for the Securities of any series shall fail to comply with Section
310(b) of the Trust Indenture Act pursuant to Section 608 hereof after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security of
such series for at least six months, unless the Trustee’s duty to resign is stayed in
accordance with the provisions of Section 310(b) of the Trust Indenture Act, or




     (2) such Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




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




then, in any such case, (i) the Company by a Board Resolution may remove such Trustee and
appoint a successor Trustee or (ii) subject to Section 514, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the
removal of such Trustee and the appointment of a successor Trustee.



     (e) If the Trustee for the Securities of any series shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for the Securities of any
series for any cause, the Company, by a Board Resolution, shall promptly appoint a successor
Trustee with respect to the Securities of such series and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee with respect to the Securities of such
series shall have not been appointed by the Company pursuant to this Section 610, then a successor
Trustee may 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. If no successor
Trustee for the Securities of such series shall have been so appointed by the Company or the
Holders and shall have accepted appointment in the manner required by Section 611, and if such
Trustee to be replaced is still incapable of acting, any Holder who has been a bona fide Holder of
a Security of such series for at least six months, on behalf of himself and all others similarly
situated, or the retiring Trustee, may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.



     (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner and to the extent provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities of that series and
the address of its Corporate Trust Office.



 




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Section 611. Acceptance of Appointment by Successor.




     (a) Every such successor Trustee appointed hereunder with respect to the Securities of any
series shall execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder.



     (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 each such Trustee shall be trustee of a trust or
trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates.



     (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in Subsections (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 for the Securities of any series shall be qualified and eligible under this
Article.



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




     Any corporation into which the Trustee for the Securities of any series 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 Trustee shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of such Trustee, shall be the successor
of such Trustee hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any



 




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Securities shall have been authenticated, but not delivered, by the Trustee or
the Authenticating Agent for such series then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee or Authenticating Agent, as the case may be, may adopt
such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee or successor Authenticating Agent had itself authenticated such Securities.




Section 613. Preferential Collection of Claims Against Company.




     The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or
been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated.



Section 614. Authenticating Agents.




     At any time when any of the Securities of any series remain Outstanding, the Trustee for the
Securities of such series may, subject to its sole discretion, appoint one or more Authenticating
Agents with respect to the Securities of such series, which may include the Company or any
Affiliate of the Company, with power to act on the Trustee’s behalf and subject to its discretion
in the authentication and delivery of Securities of such series in connection with transfers and
exchanges under Sections 304, 305 and 1107 as fully to all intents and purposes as though such
Authenticating Agent had been expressly authorized by those Sections of this Indenture to
authenticate and deliver Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities of such series by an Authenticating Agent for such
Securities pursuant to this Section shall be deemed to be authentication and delivery of such
Securities “by the Trustee” for the Securities of such series. Any such Authenticating Agent shall
at all times be a corporation organized and doing business under the laws of the United States or
of any State, 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. If such Authenticating Agent publishes reports of condition at least annually
pursuant to law or 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 an Authenticating Agent for any series of Securities 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 any Authenticating Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, consolidation or conversion
to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate
trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the parties hereto or the
Authenticating Agent or such successor corporation.



     Any Authenticating Agent for any series of Securities may resign at any time by giving written
notice of resignation to the Trustee for such series and to the Company. The Trustee for any series
of Securities may at any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company in the manner set forth in
Section 105. Upon receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent for any series of Securities shall cease to be eligible under
this Section, the Trustee for such series may appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Company and shall give written notice of such appointment
to all Holders of



 




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Securities of such series in the manner set forth in Section 106. 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.




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



     “This is one of the Securities of the series designated therein described in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 	 	 
	By

	 	 	 	By	 	 
	 

	 	 
	 	 	 	 
	 

	 	As Authenticating Agent
	 	 	 	Authorized Signatory”






ARTICLE 7




Holders’ Lists and Reports by Trustee and the Company




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




     With respect to each particular series of Securities, the Company will furnish or cause to be
furnished to the Trustee for the Securities of such series,



     (a) semi-annually, not more than 15 days after each Regular Record Date relating to Securities
of each series at the time Outstanding (or, if there is no Regular Record Date relating to that
series, on June 30 and December 31), a list, in such form as such Trustee may reasonably require,
containing all the information in the possession or control of the Company or any of its Paying
Agents other than such Trustee as to the names and addresses of the Holders of that series as of
such dates,



     (b) on semi-annual dates on each year to be determined pursuant to Section 301 if the
Securities of such series do not bear interest, a list of similar form and content, and



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


excluding from any such list names and addresses received by such Trustee in its capacity as
Security Registrar for the Securities of such series, if so acting.




Section 702. Preservation of Information; Communications to Holders.




     (a) The Trustee for each series of Securities shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of the Securities of such series
contained in the most recent lists furnished to such Trustee as provided in Section 701 and the
names and addresses of Holders of the Securities of such series received by such Trustee in its
capacity as Security Registrar for such series, if so acting. The Trustee for each series of
Securities may destroy any list relating to such series of
Securities furnished to it as provided in Section 701 upon receipt of a new list relating to
such series so furnished.





 




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     (b) If three or more Holders of Securities of any particular series (hereinafter referred to
as “applicants”) apply in writing to the Trustee for the Securities of any such series, and furnish
to such Trustee reasonable proof that each such applicant has owned a Security of that series for a
period of at least six months preceding the date of such application, and such application states
that the applicants desire to communicate with other Holders of Securities of that series with
respect to their rights under this Indenture or under the Securities of that series and is
accompanied by a copy of the form of proxy or other communication which such applicants propose to
transmit, then such Trustee shall, within five Business Days after the receipt of such application,
at its election, either




     (i) afford such applicants access to the information preserved at the time by
such Trustee in accordance with Section 702(a), or




     (ii) inform such applicants as to the approximate number of Holders of
Securities of that series whose names and addresses appear in the information
preserved at the time by such Trustee in accordance with Section 702(a), and as to
the approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.



     If any such Trustee shall elect not to afford such applicants access to that information, such
Trustee shall, upon the written request of such applicants, mail to each Holder of Securities of
that series whose name and address appears in the information preserved at the time by such Trustee
in accordance with Section 702(a), a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to such Trustee of the
material to be mailed and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, such Trustee shall mail to such applicants and
file with the Commission, together with a copy of the material to be mailed, a written statement to
the effect that, in the opinion of such Trustee, such mailing would be contrary to the best
interests of the Holders of Securities of that series or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after notice and opportunity
for hearing, that all the objections so sustained have been met and shall enter an order so
declaring, such Trustee shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender; otherwise such Trustee
shall be relieved of any obligation or duty to such applicants respecting their application.



     (c) Every Holder of Securities of each series or coupons, by receiving and holding the same,
agrees with the Company and the Trustee for the Securities of such series that neither the Company
nor such Trustee, nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders of the Securities
of such series in accordance with Section 702(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under Section 702(b).



Section 703. Reports by Trustee.




     (a) Within 60 days after March 15 of each year, the Trustee for the Securities of each series
shall mail to each Holder of the Securities of such series entitled to receive reports pursuant to
Section 704(3),
a brief report dated as of such date that complies with Section 313(a) of the Trust Indenture
Act. The Trustee for the Securities of each series shall also comply with Sections 313(b), 313(c)
and 313(d) of the Trust Indenture Act.



 




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     (b) At the time that the Trustee for the Securities of each series mails such a report to the
Holders of Securities of such series, each such Trustee shall file a copy of that report with the
Commission and with each stock exchange on which the Securities of that series are listed. The
Company shall provide notice to the appropriate Trustee when the Securities of any series are
listed on any stock exchange.



Section 704. Reports by Company.




     The Company will:




     (1) file with the Trustee for the Securities of such series, within 15 days after the
Company is required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file
information, documents or reports pursuant to either of said Sections, then it will file
with such Trustee and the Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the Securities
Exchange Act of 1934 in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;




     (2) file with the Trustee for the Securities of such series and the Commission, in
accordance with rules and regulations prescribed from time to time by the Commission, such
additional information, documents, and reports with respect to compliance by the Company
with the conditions and covenants of this Indenture as may be required from time to time by
such rules and regulations; and




     (3) transmit by mail to all Holders of Securities of each series, as provided in
Section 703(a), within 30 days after the filing thereof with the Trustee for the Securities
of such series, such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required
by rules and regulations prescribed from time to time by the Commission.



     Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee, subject to
Section 601 hereof, is entitled to rely exclusively on Officers’ Certificates).



ARTICLE 8




Consolidation, Merger, Conveyance or Transfer




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




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



 




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     (1) either the Company shall be the continuing corporation or the corporation (if other
than the Company) formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer the properties and assets of the Company
substantially as an entirety shall be a Person organized and existing under the laws of the
United States of America, any State thereof or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee for each
series of Securities, in form reasonably satisfactory to each such Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest, if any, (including
all additional amounts, if any, payable pursuant to Section 516) on all the Securities and
any related coupons and the performance of every covenant of this Indenture on the part of
the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default with
respect to any series of Securities, and no event which, after notice or lapse of time, or
both, would become an Event of Default with respect to any series of Securities, shall have
happened and be continuing; and




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



Section 802. Successor Person Substituted.




     Upon any consolidation or merger, or any conveyance or transfer of the properties and assets
of the Company substantially as an entirety in accordance with Section 801, the successor Person
formed by such consolidation or into which the Company is merged or to which such conveyance or
transfer 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 the predecessor Person shall be relieved of all
obligations and covenants under this Indenture, the Securities and any related coupons and, in the
event of any such consolidation, merger, conveyance or transfer, the Company as the predecessor
Person may thereupon or at any time thereafter be dissolved, wound up, or liquidated.



ARTICLE 9




Supplemental Indentures




Section 901. Supplemental Indentures Without Consent of Holders.




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




     (1) to evidence the succession of another Person to the Company or any Guarantor, (if
any), as the case may be, and the assumption by any such successor of the covenants of the
Company or any such Guarantor (if any) herein and in the Securities; or



 




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     (2) to add to the covenants of the Company and, if applicable, the Guarantors, (if
any), for the benefit of the Holders of all or any particular series of Securities and any
related coupons (and, if such covenants are to be for the benefit of fewer than all series
of Securities, stating that such covenants are being included solely for the benefit of such
series), or to surrender any right or power herein conferred upon the Company or any such
Guarantor (if any); or




     (3) to add any additional Events of Default with respect to any or all series of
Securities (and, if any such Event of Default applies to fewer than all series of
Securities, stating each series to which such Event of Default applies); provided, however,
that in respect of any such additional Events of Default, such supplemental indenture may
provide for a particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may limit the remedies available
to the Trustee upon such default or may limit the right of Holders of a majority in
aggregate principal amount of that or those series of Securities to which such additional
Events of Default apply to waive such default; or




     (4) to pledge property to the Trustee as security for the Securities; or




     (5) to reflect the addition or release of any Guarantor in accordance with Article
Fourteen hereof; or




     (6) to add to or to change any of the provisions of this Indenture to provide that
Bearer Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of (or premium, if any) or interest on Bearer
Securities, to permit Bearer Securities to be issued in exchange for Registered Securities,
to permit Bearer Securities to be issued in exchange for Bearer Securities of other
authorized denominations, to provide for the issuance of uncertificated Securities of any
series in addition to or in place of any certificated Securities and to make all appropriate
changes for such purposes; provided, however, that any such action shall not adversely
affect the interests of the Holders of Securities of any series or any related coupons in
any material respect; or




     (7) to change or eliminate any of the provisions of this Indenture, provided, however,
that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or




     (8) to evidence and provide for the acceptance of appointment hereunder of a Trustee
other than U.S. Bank National Association as Trustee for a series of Securities and to add
to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 609; or




     (9) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b); or




     (10) to add to the conditions, limitations and restrictions on the authorized amount,
form, terms or purposes of issue, authentication and delivery of Securities, as herein set
forth, other conditions, limitations and restrictions thereafter to be observed; or



 




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     (11) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Section 401; provided, however, that any such action shall not adversely affect
the interests of the Holders of Securities of such series and any related coupons or any
other series of Securities in any material respect; or




     (12) to add to or change or eliminate any provisions of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture Act or to
maintain the qualification of this Indenture under the Trust Indenture Act; or




     (13) to issue and establish the form and terms of any series of Securities with any
terms permitted by the Trust Indenture Act whether or not the provisions hereunder
specifically permit the terms in this Indenture to be changed; or




     (14) to conform any non-conforming language or defined terms in the text of this
Indenture or any Securities to any provision of the section “Description of the Notes”
contained in the prospectus or other offering document used in connection with the initial
sale of such Securities so that such provision in the “Description of Notes” section of such
prospectus or other offering document reflects a verbatim recitation of a provision of this
Indenture; or




     (15) to change any other provisions of this Indenture with respect to any series of
Securities; provided, however, that any such action shall not adversely affect the interests
of the Holders of Securities of such series and any related coupons or any other series of
Securities in any material respect; or




     (16) to make any other provisions with respect to matters or questions arising under
this Indenture, provided any such provision other shall not adversely affect the Holders of
Securities of any series in any material respect; or




     (17) to cure any ambiguity or mistake, to correct or supplement any provision herein
which may be inconsistent with any other provision herein, to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee for the Securities of any series or
to surrender any right or power herein conferred upon the Company, or to make any other
provisions with respect to matters or questions arising under this Indenture, provided such
action shall not adversely affect the interests of the Holders of Securities of any
particular series in any material respect.



Section 902. Supplemental Indentures With Consent of Holders.




     The Company and, if applicable, the Guarantors (if any), in each case, when authorized by a
Board Resolution, may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of such Securities and any
related coupons under this Indenture, but only with the consent of the Holders of more than 50% in
aggregate principal amount of the Outstanding Securities of each series of Securities then
Outstanding affected thereby, in each case by Act of said Holders of Securities of each such series
delivered to the Company, the Guarantors (if any) and the Trustee for Securities of each such
series; provided, however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon, if any (or, in the case of OID Securities, reduce the rate of accretion of original
issue discount), or



 




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any premium payable upon the redemption thereof, or reduce the amount of
the principal of an OID Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof, or provable in bankruptcy, or, in the case of Indexed
Securities, reduce the amount payable in accordance with the terms of those Securities upon
a declaration of acceleration of Maturity thereof, or provable in bankruptcy, pursuant to
Section 502, or change the Place of Payment, or the currency or currency unit in which any
Security or the principal or interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date); or reduce or alter the method of
computation of any amount payable upon redemption, repayment or purchase of any Securities
by the Issuer (or the time when such redemption, repayment or purchase may be made); or
release any Note Guarantee by any Guarantor (if any) other than as provided in this
Indenture (it being understood that any release effected by Section 802 shall not constitute
any of the foregoing); or




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




     (3) modify any of the provisions of this Section or Section 513, except to increase any
such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent of any Holder
of a Security or coupon 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 609, 611(b), 901(8) and 901(9); or




     (4) modify the provisions of Article Fifteen in a manner adverse to the Holders of
Securities.


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




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



Section 903. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee for any series of Securities shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture and
that all conditions to the execution of such supplemental indenture have been satisfied. The
Trustee for any series of Securities may, but shall not be obligated to, enter into any such
supplemental indenture which affects such Trustee’s own rights, liabilities, duties or immunities
under this Indenture or otherwise.



 




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Section 904. Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder and of any coupons appertaining thereto shall be bound thereby.



Section 905. Conformity With Trust Indenture Act.




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



Section 906. Reference in Securities to Supplemental Indentures.




     Securities of any particular series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by the Trustee for the
Securities of such series, bear a notation in form approved by such Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Guarantors (if any) shall so
determine, new Securities of any series and any related coupons so modified as to conform, in the
opinion the Board of Directors of the Company or the Guarantors (if any), to any such supplemental
indenture may be prepared and executed by the Company or the Guarantors (if any) and such
Securities may be authenticated and delivered by such Trustee in exchange for Outstanding
Securities of such series and any related coupons.



ARTICLE 10




Covenants




Section 1001. Payment of Principal (and Premium, if any) and Interest, if any.




     The Company agrees, for the benefit of each particular series of Securities, that it will duly
and punctually pay in the currency or currency unit in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of such series
and except as provided in Sections 311(b) and 311(d)) the principal of (and premium, if any) and
interest, if any, on that series of Securities in accordance with the terms of the Securities of
such series, any coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series
of Securities, any interest due on Bearer Securities on or before Maturity shall be payable
only upon presentation and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. The interest, if any, due in respect of any temporary
or permanent Global Security, as provided in the terms and conditions of such Security, shall be
payable, only upon presentation of such Security to the Trustee thereof for notation thereon of the
payment of such interest.



Section 1002. Maintenance of Office or Agency.




     If Securities of a series are issuable only as Registered Securities the Company will maintain
in each Place of Payment for that series an office or agency where Securities of that series may be
presented or surrendered for payment, an office or agency where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the
Company with respect to the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will maintain (A) an office
or agency (which may be the same office or agency) in a Place of Payment for that series in the
United States where any Registered Securities of that



 




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series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange, where notices and
demands to or upon the Company in respect of the Securities of that series and this Indenture may
be served and where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following paragraph (and not
otherwise), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for
that series which is located outside the United States, an office or agency where Securities of
that series and related coupons may be presented and surrendered for payment; provided, however,
that if the Securities of that series are listed on the Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the Company will
maintain a Paying Agent for the Securities of that series in Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place
of Payment for that series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange and where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee for the Securities of that series of the
location, and any change in the location, of any such office or agency. If at any time the Company
shall fail to maintain any such required office or agency in respect of any series of Securities or
shall fail to furnish the Trustee for the Securities of that series with the address thereof, such
presentations (to the extent permitted by law), and surrenders of Securities of that series may be
made and notices and demands may be made or served at the Corporate Trust Office of such Trustee,
except that Bearer Securities of that series and the related coupons may be presented and
surrendered for payment at the offices specified in the Security, and the Company hereby appoints
the same as its agent to receive such presentations, surrenders, notices and demands.




     Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment
of principal (and premium, if any) or interest, if any, on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank located in the United States.
Payments will not be made in respect of Bearer Securities or coupons appertaining thereto pursuant
to presentation to the Company, or its designated Paying Agents within the United States.
Notwithstanding the foregoing, payment of principal of (and premium, if any) and interest, if any,
on any Bearer Security denominated and payable in Dollars will be made at the office of the
Company’s Paying Agent in the United States, if, and only if, payment in Dollars of the full amount
of such principal, premium or interest, as the case may be, at all offices or agencies outside the
United States maintained for that purpose by the Company in accordance
with this Indenture is illegal or effectively precluded by exchange controls or other similar
restrictions and the Company has delivered to the Trustee an Opinion of Counsel to that effect.



     The Company may also from time to time designate one or more other offices or agencies (in or
outside the Place of Payment) where the Securities of one or more series may be presented or
surrendered for any or all of the purposes specified above in this Section and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency in each Place of
Payment for such purpose. The Company will give prompt written notice to the Trustee for the
Securities of each series so affected of any such designation or rescission and of any change in
the location of any such office or agency. Unless otherwise specified with respect to any
Securities pursuant to Section 301 with respect to a series of Securities, the Company hereby
designates as a Place of Payment for each series of Securities the office or agency of the Company
in the Borough of Manhattan, the City of New York, and initially appoints the Trustee at its
Corporate Trust Office as Paying Agent in such city and as its agent to receive all such
presentations, surrenders, notices and demands.



 




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     Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so
long as the Securities of any series (i) are denominated in a currency other than Dollars or (ii)
may be payable in a currency other than Dollars, or so long as it is required under any other
provision of the Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, a Currency Determination Agent.



Section 1003. Money for Securities Payments To Be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to any particular
series of Securities and any related coupons, it will, on or before each due date of the principal
of (and premium, if any) or interest, if any, on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currency
unit in which the Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except as provided in Sections 311(b) and 311(d))
sufficient to pay the principal (and premium, if any) and interest, if any, so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee for the Securities of such series of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any particular series of
Securities and any related coupons, it will, prior to each due date of the principal of (and
premium, if any) or interest, if any, on any such Securities, deposit with a Paying Agent for the
Securities of such series a sum (in the currency or currency unit described in the preceding
paragraph) sufficient to pay the principal (and premium, if any) and interest, if any, so becoming
due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such
Paying Agent is the Trustee for the Securities of such series) the Company will promptly notify
such Trustee of its action or failure so to act.



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




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




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




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



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee for the Securities of any series all sums held in trust by the Company or such
Paying Agent, such sums to be held by such Trustee upon the same trusts as those upon which such
sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to
such Trustee, such Paying Agent shall be released from all further liability with respect to such
money.



 




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Section 1004. Statements as to Compliance.




     The Company will deliver to the Trustee for each series of Securities, within 120 days after
the end of each fiscal year of the Company (beginning with the fiscal year in which the first
series of Securities under this Indenture has been issued), a written statement signed by the
principal executive officer, principal financial officer or principal accounting officer of the
Company stating that:




     (1) a review of the activities of the Company and the Guarantors, if any, during such
year and of performance under this Indenture has been made under his supervision; and




     (2) to the best of his or her knowledge, based on such review, the Company and the
Guarantors, if any, is in compliance with all conditions and covenants under this Indenture.



     For purposes of this Section, such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.



Section 1005. Corporate Existence.




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



Section 1006. Waiver of Certain Covenants.




     The Company and the Guarantors, if any, may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1004 and 1005 (and any other covenant or condition in
addition to those set forth herein applicable to Securities of any series pursuant to Section 301
hereof), if before or after the time for such compliance the Holders of more than 50% in principal
amount of the Outstanding Securities of each series of Securities affected by the omission shall,
in each case by Act of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee for the Securities of each
series with respect to any such covenant or condition shall remain in full force and effect.



Section 1007. Calculation of Original Issue Discount.




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



Section 1008. Statement by Officers as to Default.




     The Company shall deliver to the Trustee, within five Business Days after the Company becomes
aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time
or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details
of such Event of Default or event and the action which the Company proposes to take with respect
thereto.



 




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ARTICLE 11




Redemption of Securities




Section 1101. Applicability of This Article.




     Redemption of Securities of any series (whether by operation of a sinking fund or otherwise)
as permitted or required by any form of Security issued pursuant to this Indenture shall be made in
accordance with such form of Security and this Article; provided, however, that if any provision of
any such form of Security shall conflict with any provision of this Article, the provision of such
form of Security shall govern.



Section 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities of any series shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the Company of less
than all of the Securities of any particular series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee for the Securities of such series) notify such Trustee by Company Request of such
Redemption Date and of the principal amount of Securities of that series to be redeemed and shall
deliver to such Trustee such documentation and records as shall enable such Trustee to select the
Securities to be redeemed pursuant to Section 1103. In the case of any redemption of Securities of
any series prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee for
Securities of such series with an Officers’ Certificate evidencing compliance with such
restriction.



Section 1103. Selection by Trustee of Securities to Be Redeemed.




     If less than all the Securities are to be redeemed, the Company may select the series to be
redeemed, and if less than all the Securities of any series are to be redeemed, the particular
Securities of that series to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee for the Securities of such series, from the Outstanding Securities
of that series not previously called for redemption, by such method as such 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 that series, or any integral multiple thereof) of
the principal amount of Securities of that
series of a denomination larger than the minimum authorized denomination for Securities of
that series pursuant to Section 302 in the currency or currency unit in which the Securities of
such series are denominated.



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



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



 




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Section 1104. Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 106 not later than the
thirtieth (30th) day and not earlier than the sixtieth (60th) day prior to
the Redemption Date, unless as set forth otherwise pursuant to Section 301, to each Holder of
Securities to be redeemed.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all Outstanding Securities of a particular series are to be redeemed,
the identification (and, in the case of partial redemption, the respective principal
amounts) of the particular Securities to be redeemed, including the Identifying Number of
such Securities,




     (4) in case any Security is to be redeemed in part only, the notice which relates to
such Security shall state that on and after the Redemption Date, upon surrender of such
Security, the Holder will receive, without charge, a new Security or Securities of
authorized denominations for the principal amount thereof remaining unredeemed,




     (5) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security or portion thereof, and that interest thereon, if any (or in the case of
OID Securities, original issue discount), shall cease to accrue on and after said date,




     (6) the place or places where such Securities, together in the case of Bearer
Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date
are to be surrendered for payment of the Redemption Price,




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




     (8) that, unless otherwise specified in such notice, Bearer Securities of any series,
if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to
the date fixed for redemption or the amount of any such missing coupon or coupons will be
deducted from the Redemption Price or security or indemnity satisfactory to the Company, the
Trustee for such series and any Paying Agent is furnished, and




     (9) if Bearer Securities of any series are to be redeemed and any Registered Securities
of such series are not to be redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on this Redemption Date pursuant to
Section 305 or otherwise, the last date, as determined by the Company, on which such
exchanges may be made.



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



Section 1105. Deposit of Redemption Price.




     Prior to the opening of business on any Redemption Date, the Company shall deposit with the
Trustee for the Securities to be redeemed or with a Paying Agent for such Securities (or, if the
Company



 




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is acting as its own Paying Agent for such Securities, segregate and hold in trust as
provided in Section 1003) an amount of money in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such Series and except as provided in Sections 311(b) and 311(d)) sufficient to
pay the principal amount of (and premium, if any, thereon), and (except if the Redemption Date
shall be an Interest Payment Date) any accrued interest on, all the Securities which are to be
redeemed on that date.




Section 1106. Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified in the
currency or currency unit in which the Securities of such series are payable (except as otherwise
provided pursuant to Section 301 for the Securities of such series and except as provided in
Sections 311(b) and 311(d)) and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of such Security for redemption in accordance with
said notice together with all coupons, if any, appertaining thereto maturing after the Redemption
Date, such Security or specified portions thereof shall be paid by the Company at the Redemption
Price; provided, however, that installments of interest on Bearer Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for such interest, and
provided, further, that unless otherwise specified as contemplated by Section 301, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.



     If any Bearer Security surrendered for redemption shall not be accompanied by all coupons
appertaining thereto maturing after the Redemption Date, such Security may be paid after deducting
from the Redemption Price an amount equal to the face amount of all such missing coupons or the
surrender of such missing coupon or coupons may be waived by the Company if there is furnished to
the Company, the Trustee for such Security and any Paying Agent such security or indemnity as they
may require to save the Company, such Trustee and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to such Trustee or any Paying Agent any such missing coupon
in respect of which a deduction shall have been made from the Redemption Price, such Holder shall
be entitled to receive the amount so deducted; provided, however, that interest represented by
coupons shall be payable only at an office or agency located outside the United States (except as
otherwise provided in Section
1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation
and surrender of those coupons.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest
from the Redemption Date at a rate per annum equal to the rate borne by the Security (or, in the
case of (i) OID Securities, the Security’s Yield to Maturity or (ii) Indexed Securities, the rate
determined in accordance with the specified terms of those Securities).



Section 1107. Securities Redeemed in Part.




     Any Registered Security which is to be redeemed only in part shall be surrendered at the Place
of Payment (with, if the Company or the Trustee for such Security so requires, due endorsement by,
or a



 




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written instrument of transfer in form satisfactory to the Company, and the Security Registrar
for such Security duly executed by, the Holder thereof or his attorney duly authorized in writing),
and the Company shall execute and such Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities, of any authorized
denomination as requested by such Holder, of the same series and having the same terms and
provisions and in an aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Registered Security so surrendered.




ARTICLE 12




Sinking Funds




Section 1201. Applicability of This Article.




     Redemption of Securities through operation of a sinking fund as permitted or required by any
form of Security issued pursuant to this Indenture shall be made in accordance with such form of
Security and this Article; provided, however, that if any provision of any such form of Security
shall conflict with any provision of this Article, the provision of such form of Security shall
govern.



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



Section 1202. Satisfaction of Sinking Fund Payments With Securities.




     The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption), together in the case of any Bearer Securities of such series with all
unmatured coupons appertaining thereto, and (2) may apply as a credit Securities of a series which
have been redeemed either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided, however, that such Securities
have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee for such Securities at the principal
amount thereof and the amount of such sinking fund payment shall be reduced accordingly.



Section 1203. Redemption of Securities for Sinking Fund.




     Not less than 30 days prior to each sinking fund payment date for any particular series of
Securities, the Company will deliver to the Trustee for the Securities of such series an Officers’
Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that
series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied
by payment of cash in the currency or currency unit in which the Securities of that series are
payable (except as otherwise specified pursuant to Section 301 for the Securities of that series
and except as provided in Sections 311(b) and 311(d)) and the portion thereof, if any, which is to
be satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and
shall state the basis for such credit and that such



 




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Securities have not previously been so credited
and will also deliver to such Trustee any Securities to be so delivered. Such Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.




ARTICLE 13




Meetings of Holders of Securities




Section 1301. Purposes for Which Meetings May Be Called.




     If Securities of a series are issuable as Bearer Securities, a meeting of Holders of
Securities of such series may be called at any time and from time to time pursuant to this Article
to make, give or take any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be made, given or taken by Holders of Securities of such
series.



Section 1302. Call, Notice and Place of Meetings.




     (a) The Trustee for any series of Securities that includes Bearer Securities, may at any time
call a meeting of the Holders of Securities of such series 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,
or in London, as such Trustee shall determine. Notice of every meeting of Holders of Securities of
such series, setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not
less than 20 nor more than 180 days prior to the date fixed for the meeting.



     (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any such series shall have requested
the Trustee for any such series to call a meeting of the Holders of Securities of such series 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 such Trustee shall not have made the first
publication of the notice of such meeting within 30 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 in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The
City of New York, or in London, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.



Section 1303. Persons Entitled to Vote at Meetings.




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



 




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Section 1304. Quorum; Action.




     The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series. In the
absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be dissolved. In any
other case the meeting may be adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Subject to Section 1305(d), notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1302(a), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state expressly that Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series shall constitute a
quorum.



     Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of
that series; provided, however, that except as limited by the proviso to Section 902, any
resolution with respect to any request, demand, authorization, direction, notice, consent, waiver
or other action which this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage which is less than a majority in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Securities of that series.



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



Section 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings.




     (a) Notwithstanding any other provision of this Indenture, the Trustee for any series of
Securities that includes Bearer Securities may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of such series in regard to proof of the holding
of Securities of such series and of the appointment of proxies and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies, certificates and other
evidence of the right to vote, and
such other matters concerning the conduct of the meeting as it shall deem appropriate. 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 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify
to the holding of Bearer Securities. Such regulations may provide that written instruments
appointing proxies, regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.



     (b) The Trustee for any series of Securities that includes Bearer Securities shall, by an
instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have
been called by the Company or by Holders of Securities as provided in Section 1302(b), in which
case the Company or the Holders of Securities of the series 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



 




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




     (c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of Securities of such series held or represented by him as
determined in accordance with Section 115; 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 of such series or proxy.



     (d) Any meeting of holders of Securities of any series 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 principal amount of the Outstanding Securities of such series represented at the meeting; 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 of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the meeting. A record, at least
in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 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 for
such series of Securities to be preserved by such Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.



ARTICLE 14




NOTE GUARANTEES




Section 1401. Guarantee.




     (a) Subject to this Article Fourteen, each of the Guarantors, if any, hereby, jointly and
severally, unconditionally guarantees to each Holder and to the Trustee and its successors and
assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the
obligations of the Company hereunder or thereunder, (the “Note Guarantee”) that:




     (1) the principal of, premium, if any, and interest on, the Securities will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Securities, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and



 




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     (2) in case of any extension of time of payment or renewal of any Securities or any of
such other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.



     Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors, if any, will be jointly and severally obligated to pay the same
immediately. Each Guarantor, if any, agrees that this is a guarantee of payment and not a
guarantee of collection.



     (b) The Guarantors, if any, hereby agree that their obligations hereunder are unconditional,
irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor, if any. Each Guarantor, if any, hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that this Note Guarantee will not be discharged
except by complete performance of the obligations contained in the Securities and this Indenture.



     (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, if any, or any custodian, trustee, liquidator or other similar official
acting in relation to either the Company or the Guarantors, if any, any amount paid by either to
the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be
reinstated in full force and effect.



     (d) Each Guarantor, if any, agrees that it will not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until payment in full of
all obligations guaranteed hereby. Each Guarantor, if any, further agrees that, as between the
Guarantors (if any) on the one hand, and the Holders and the Trustee, on the other hand, (1) the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event
of any declaration of
acceleration of such obligations as provided in Article Five hereof, such obligations (whether
or not due and payable) will forthwith become due and payable by the Guarantors, if any, for the
purpose of this Note Guarantee. The Guarantors, if any, will have the right to seek contribution
from any non-paying Guarantor, if any, so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantee.



Section 1402. Limitation on Guarantor Liability.




     Each Guarantor, if any, and by its acceptance of Securities, each Holder, hereby confirms that
it is the intention of all such parties that the Note Guarantee of such Guarantor, if any, not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law
to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors, if any, hereby irrevocably agree that the obligations of
such Guarantor, if any, will be limited to the maximum amount that will, after giving effect to
such maximum amount and all other contingent and fixed liabilities of such Guarantor, if any, that
are relevant under such laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor, if any, in respect of
the obligations of such other Guarantor, if any, under this Article



 




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Fourteen, result in the
obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or
conveyance.




Section 1403. Execution and Delivery of Note Guarantee.




     To evidence its Note Guarantee set forth in Section 1401 hereof, each Guarantor, if any,
hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit
E hereto will be endorsed by an Officer of such Guarantor, if any, on each Securities authenticated
and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor,
if any, by one of its Officers.



     Each Guarantor, if any, hereby agrees that its Note Guarantee set forth in Section 1401 hereof
will remain in full force and effect notwithstanding any failure to endorse on each Security a
notation of such Note Guarantee.



     If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds
that office at the time the Trustee authenticates the Security on which a Note Guarantee is
endorsed, the Note Guarantee will be valid nevertheless.



     The delivery of any Security by the Trustee, after the authentication thereof hereunder, will
constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the
Guarantors, if any.



Section 1404. Guarantors May Consolidate, etc., on Certain Terms.




     Except as otherwise provided in Section 1405 hereof, no Guarantor (if any) will, and the
Company will not permit any Guarantor (if any) to, consolidate or merge with or into or wind up
into (whether or not such Guarantor, if any, is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all its properties or assets
in one or more related transactions, to any Person unless: (a) such Guarantor, if any, is the
surviving entity or the Person formed by or surviving any such consolidation or merger (if other
than such Guarantor, if any) or to which such sale, assignment, transfer, lease, conveyance or
other disposition will have been made is an entity organized or existing under the laws of the
United States, any state thereof, the District of Columbia, or any territory thereof (such
Guarantor, if any, or such Person, as the case may be, being herein called the
“Successor Person”); (b) the Successor Person, if other than such Guarantor, if any, expressly
assumes all the obligations of such Guarantor, if any, under this Indenture and such Guarantor’s
Note Guarantee, if any, pursuant to supplemental indentures or other documents or instruments in
form reasonably satisfactory to the Trustee; (c) immediately after such transaction, no Default or
Event of Default exists; and (d) the Company shall have delivered to the Trustee an Officer’s
Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and
such supplemental indentures, if any, comply with this Indenture.



     In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the Note Guarantee endorsed upon the Securities and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by the
Guarantor, if any, such successor Person will succeed to and be substituted for the Guarantor, if
any, with the same effect as if it had been named herein as a Guarantor, if any. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all
of the Securities issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Note Guarantees so issued will in all respects have the same
legal rank and benefit under this Indenture as the



 




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Note Guarantees theretofore and thereafter
issued in accordance with the terms of this Indenture as though all of such Note Guarantees had
been issued at the date of the execution hereof.




     Except as set forth in Article 8 hereof, and notwithstanding clause 2 above, nothing contained
in this Indenture or in any of the Securities will prevent any consolidation or merger of a
Guarantor, if any, with or into the Company or another Guarantor, if any, or will prevent any sale
or conveyance of the property of a Guarantor, if any, as an entirety or substantially as an
entirety to the Company or another Guarantor, if any.



Section 1405. Releases.




     The Note Guarantee of a Guarantor, if any, will be released:



     (a) in connection with any sale or other disposition of all or substantially all the assets of
that Guarantor (if any), including by way of merger or consolidation, to a Person that is not
(either before or after giving effect to such transaction) the Company or a Company Subsidiary;



     (b) in connection with any sale or other disposition of all the Capital Stock of that
Guarantor, if any, to a Person that is not (either before or after giving effect to such
transaction) the Company or a Company Subsidiary; or



     (c) upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this
Indenture in accordance with Article Four hereof.



     Any Guarantor, if any, not released from its obligations under its Note Guarantee as provided
in this Section 1405 will remain liable for the full amount of the principal of and interest and
premium, if any, on the Securities and for the other obligations of any Guarantor, if any, under
this Indenture as provided in this Article Fourteen.



ARTICLE 15




SUBORDINATION OF SECURITIES




Section 1501. Agreement to Subordinate.




     Except as otherwise specified in a Board Resolution of the Company establishing a series of
Securities pursuant to Section 301, the Company, for itself, its successors and assigns, covenants
and agrees, and each Holder of Securities by his acceptance thereof, likewise covenants and agrees,
that the payment of the principal of (and premium, if any) and interest, if any, on each and all of
the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all Senior Indebtedness.



Section 1502. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.




     Except as otherwise specified in a Board Resolution of the Company establishing a series of
Securities pursuant to Section 301, upon any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of the Company or otherwise
(subject to the power of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in this Indenture



 




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upon the Senior Indebtedness and the holders
thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization
under Bankruptcy Law):





(a) the holders of all Senior Indebtedness shall be entitled to receive payment in full of
the principal thereof (and premium, if any) and interest due thereon before the Holders of
the Securities are entitled to receive any payment upon the principal (or premium, if any)
or interest, if any, on indebtedness evidenced by the Securities;




(b) any payment or distribution of assets of the Company of any kind or character, whether
in cash, property or securities, to which the Holders of the Securities or the Trustee would
be entitled except for the provisions of this Article Fifteen shall be paid by the
liquidating trustee or agent or other person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives or to the trustee
or trustees under any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the principal of (and premium, if any) and interest on the Senior
Indebtedness held or represented by each, to the extent necessary to make payment in full of
all Senior Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness; and




(c) in the event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or securities, shall be
received by the Trustee or the Holders of the Securities before all Senior Indebtedness is
paid in full, such payment or distribution shall be paid over, upon written notice to the
Trustee, to the holder of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which any instrument
evidencing any of such Senior Indebtedness may have been issued, ratably as aforesaid, for
application to payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.



     Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall
be subrogated to the rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company applicable to Senior Indebtedness
until the principal of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities of cash, property or
securities otherwise distributable to the holders of Senior Indebtedness shall, as between the
Company, its creditors (other than the holders of Senior Indebtedness), and the Holders of the
Securities be deemed to be a payment by the Company to or on account of the Securities. It is
understood that the provisions of this Article Fifteen are and are intended solely for the purpose
of defining the relative rights of the Holders of the Securities, on the one hand, and the holders
of the Senior Indebtedness, on the other hand. Nothing contained in this Article Fifteen or
elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors (other than the holders of Senior Indebtedness), and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute, to pay to the
Holders of the Securities the principal of (and premium, if any) and interest, if any, on the
Securities as and when the same shall become due and payable in accordance with their terms, or to
affect the relative rights of the Holders of the Securities and creditors of the Company (other
than the holders of Senior Indebtedness), nor shall anything herein or in the Securities prevent
the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article
Fifteen of the holders of Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy. Upon any payment or distribution of assets
of the Company referred to in this Article Fifteen, the Trustee, subject to the



 




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provisions of
Section 601, shall be entitled to rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article Fifteen.




     The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness. The Trustee shall not be liable to any such holder if it shall pay over or
distribute to or on behalf of Holders of Securities or the Company moneys or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article Fifteen.



     If the Trustee or any Holder of Securities does not file a proper claim or proof of debt in
the form required in any proceeding referred to above prior to 30 days before the expiration of the
time to file such claim in such proceeding, then the holder of any Senior Indebtedness is hereby
authorized, and has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Securities.



Section 1503. No Payment on Securities in Certain Circumstances.




     Except as otherwise specified in a Board Resolution of the Company establishing a series of
Securities pursuant to Section 301,




(a) Upon the maturity of any Senior Indebtedness by lapse of time, acceleration
(unless waived, rescinded or annulled) or otherwise, or upon any payment default
(with or without the giving of notice or lapse of time or both, in accordance with
the terms of the instrument governing such Senior Indebtedness, and without any
waiver or forgiveness) with respect to any Senior Indebtedness, all amounts payable
thereon shall first be paid in full on such Senior Indebtedness, before any payment
is made, directly or indirectly by set off or otherwise, on account of principal of,
or interest on, the Securities of such series or to acquire any of the Securities of
such series or on account of the redemption provisions of the Securities of such
series.




(b) Upon a default with respect to any Senior Indebtedness (other than under
circumstances when the terms of paragraph (a) of this Section are applicable), as
such default is defined therein or in the instrument under which it is outstanding,
permitting the holders to accelerate the maturity thereof, upon written notice
thereof given to the Company and the Trustee by or on behalf of holders of such
Senior Indebtedness (“Default Notice”), then, unless and until such default shall
have been cured or waived by the holders of such Senior Indebtedness or shall have
ceased to exist (the “Payment Blockage Period”), no direct or indirect payment shall
be made by the Company with respect to the principal of, or interest on, the
Securities of such series and the coupons, if any, appertaining thereto or to acquire
any of such Securities or on account of the redemption provisions of the Securities
of such series and the coupons, if any, appertaining thereto; provided, however, that
this paragraph (b) shall not prevent the making of any payment (which is not
otherwise prohibited by paragraph (a)) for more than 179 days after the Default
Notice shall have been given unless the Senior Indebtedness in respect of which such
event of default exists has been declared due and payable in its entirety, in which
case no such payment may be made until such acceleration has been rescinded or
annulled or such Senior Indebtedness has been paid in full.



 




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(c) If, notwithstanding the foregoing provisions of this Section, any payment on
account of principal of, or interest on, the Securities of such series or of any
coupon appertaining thereto shall be received by the Trustee, by any Holder or by any
Paying Agent (or, if the Company is acting as its own Paying Agent, money for any
such payment is segregated and held in trust), then, unless and until such payment is
no longer prohibited by this Section, such payment (subject to the provisions of
Section 1504) shall be held in trust for the benefit of the holders of Senior
Indebtedness and, upon notice to the Trustee or such Paying Agent from the
representative of the holders of the Senior Indebtedness and pursuant to the
directions of such representative, shall be paid over or delivered to the holders of
Senior Indebtedness or their representative(s), ratably according to the aggregate
amount remaining unpaid on account of the principal of and interest on the Senior
Indebtedness held or represented by each, for application to the payment or
prepayment of all Senior Indebtedness remaining unpaid to the extent necessary to pay
all Senior Indebtedness in full in accordance with its terms, after giving effect to
any concurrent payment or distribution or provision therefor to or for the holders of
Senior Indebtedness. Promptly after becoming aware thereof, the Company shall give
written notice to the Trustee of any event prohibiting payments on account of
principal of, or interest on, the Securities of any series and any coupons
appertaining thereto and, in such event, shall provide to the Trustee, in the form of
an Officers’ Certificate, the names and addresses of the holders of such Senior
Indebtedness and their representative(s), if any, the amount of the Senior
Indebtedness held by each such holder, any information necessary to calculate the
daily or other increase in Senior Indebtedness held by such holders and any other
information which the Trustee may reasonably request to comply with this Article.
Subject to the provisions of Section 1502 hereof, in the event that the Trustee or
the Paying Agent reasonably determines that additional evidence is required with
respect to any person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article, the Trustee or the Paying Agent, as
the case may be, may request that such person furnish evidence to its reasonable
satisfaction as to the extent such person is entitled to participate in such payment
or distribution and as to other facts pertinent to the rights of such persons under
this Article and if such evidence is not furnished, the Trustee or the Paying Agent,
as the case may be, may defer
any payment to such person pending judicial determination as to the right of
such person to receive such payment.



Section 1504. Payments on Securities Permitted.




     Nothing contained in this Indenture or in any of the Securities shall (a) affect the
obligation of the Company to make, or prevent the Company from making, at any time except as
provided in Sections 1502 and 1503, payments of principal of (or premium, if any) or interest, if
any, on the Securities or (b) prevent the application by the Trustee of any moneys deposited with
it hereunder to the payment of or on account of the principal of (or premium, if any) or interest,
if any, on the Securities, unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more than two Business Days
prior to the date fixed for such payment.



Section 1505. Authorization of Holders to Trustee to Effect Subordination.




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



 




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Section 1506. Notices to Trustee.




     Notwithstanding the provisions of this Article or any other provisions of this Indenture,
neither the Trustee nor any Paying Agent (other than the Company) shall be charged with knowledge
of the existence of any Senior Indebtedness or of any event which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee or such
Paying Agent shall have received written notice thereof from the Company or from the holder of any
Senior Indebtedness or from the trustee for any such holder, together with proof satisfactory to
the Trustee of such holding of Senior Indebtedness or of the authority of such trustee; provided,
however, that if at least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation, the payment of
either the principal (or premium, if any) or interest, if any, on any Security) the Trustee shall
not have received with respect to such moneys the notice provided for in this Section 1506, then,
anything herein contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such moneys and to apply the same to the purpose for which they were received,
and shall not be affected by any notice to the contrary, which may be received by it within two
Business Days prior to such date. The Trustee shall be entitled to rely conclusively on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a notice has been given
by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that
the Trustee determines in good faith that further evidence is required with respect to the right of
any Person as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Fifteen, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person,
the extent to which such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article Fifteen and, if such evidence
is not furnished, the Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.



Section 1507. Trustee as Holder of Senior Indebtedness.




     The Trustee in its individual capacity shall be entitled to all the rights set forth in this
Article Fifteen in respect of any Senior Indebtedness at any time held by it to the same extent as
any other holder
of Senior Indebtedness and nothing elsewhere in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder.



     Nothing in this Article Fifteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.



Section 1508. Modifications of Terms of Senior Indebtedness.




     Any renewal or extension of the time of payment of any Senior Indebtedness or the exercise by
the holders of Senior Indebtedness of any of their rights under any instrument creating or
evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder,
may be made or done all without notice to or assent from the Holders of the Securities or the
Trustee. No compromise, alteration, amendment, modification, extension, renewal or other change
of, or waiver, consent or other action in respect of, any liability or obligation under or in
respect of, or of any of the terms, covenants or conditions of any indenture or other instrument
under which any Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or not
such release is in accordance with the provisions of any applicable document, shall in any way
alter or affect any of the provisions of this Article Fifteen or of the Securities relating to the
subordination thereof.



 




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Section 1509. Reliance on Judicial Order or Certificate of Liquidating Agent.




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



* * *




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



 




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



	 	 	 	 	 
	 	COMMUNITY HEALTH SYSTEMS, INC.,

   Issuer

 	 
	 	By:  	/s/
 Rachel A. Seifert 	 
	 	 	Name:  	 Rachel A. Seifert	 
	 	 	Title:  	Senior Vice President, Secretary

and General Counsel	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

   Trustee

 	 
	 	By:  	/s/
Wally Jones	 
	 	 	Name:  	Wally Jones	 
	 	 	Title:  	Vice President	 
	 



 




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EXHIBIT A



[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY A BENEFICIAL OWNER OF
SECURITIES, IN ORDER TO RECEIVE A DEFINITIVE BEARER SECURITY IN EXCHANGE FOR AN INTEREST IN A
TEMPORARY GLOBAL SECURITY OR TO EXCHANGE AN INTEREST IN A TEMPORARY GLOBAL SECURITY FOR AN INTEREST
IN A PERMANENT GLOBAL SECURITY]




COMMUNITY HEALTH SYSTEMS, INC.




[Insert title or description of Securities]





     Reference is hereby made to the Indenture, dated as of December 22, 2008 (the “Indenture”) between
Community Health Systems, Inc. (the “Company”) and U.S. Bank National Association, as Trustee.
Terms used herein unless otherwise defined shall have the meanings ascribed to them in the
Indenture.



     This is to certify that as of the date hereof [and except as provided in the fourth paragraph
hereof]*, $                    principal amount of the above-captioned Securities represented by a
temporary Global Security (the “temporary Global Security”) held by you for our account is:




     (i) beneficially owned by persons that are not United States persons (as
defined below);




     (ii) owned by United States person(s) that are (a) foreign branches of United
States financial institutions (as defined in United States Treasury Regulation
Section 1.165-12(c)(1)(v) (“financial institutions”)) purchasing for their own
account or for resale, or (b) United States person(s) who acquired the beneficial
interest in the temporary Global Security through foreign branches of United States
financial institutions and who hold the beneficial interest in the temporary Global
Security through such United States financial institutions on the date hereof (and
in either case (a) or (b), each such United States financial institution hereby
agrees, for the benefit of the Company, that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986,
as amended, and the regulations thereunder); or




     (iii) owned by financial institution(s) for the purpose of resale during the
restricted period (as defined in United States Treasury Regulation Section
1.163-5(c)(2)(i)(D)(7)) and, in addition, financial institution(s) described in this
clause (iii) (whether or not also described in clause (i) or (ii)), further certify
that they have not acquired the beneficial interest in the temporary Global Security
for the purpose of resale directly or indirectly to a United States person or to a
person within the United States.



     “United States person” means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the United States and an
estate or trust the income of which is subject to United States federal income taxation regardless
of its source, and “United States” means the United States of America (including the States and the
District of Columbia), its territories, its possessions and other areas subject to its jurisdiction
(including the Commonwealth of Puerto Rico).



 




 









 








     [This certificate excepts and does not relate to $                     principal amount of the temporary
Global Security held by you for our account as to which we are not able to provide a certificate in
this form. We understand that exchange of such portion of the temporary Global Security for
[definitive Bearer Securities] [interests in a permanent Global Security] cannot be made until we
are able to provide a certificate in this form.]* We undertake to advise you promptly by tested
telex on or prior to the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.



     We understand that this certificate is required in connection with certain tax laws and
regulations in the United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings.



Dated:




                                        




[Name of Person Making Certification]




By:                                                             




 




*  Delete if inappropriate.




 




2









 








EXHIBIT B



[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR CLEARSTREAM BANKING
REGARDING THE EXCHANGE OF A TEMPORARY GLOBAL SECURITY FOR DEFINITIVE SECURITIES OR FOR A PORTION OF
A PERMANENT GLOBAL SECURITY]




COMMUNITY HEALTH SYSTEMS, INC.




[Insert title or description of Securities]




     Reference is hereby made to the Indenture, dated as of December 22, 2008 (the “Indenture”) between
Community Health Systems, Inc. (the “Company”) and U.S. Bank National Association, as Trustee.
Terms used herein unless otherwise defined shall have the meanings ascribed to them in the
Indenture.



     We refer to that portion of the temporary Global Security in respect of the above-captioned
Securities which is herewith submitted to be exchanged for [definitive Bearer Securities]
[interests in a permanent Global Security] (the “Submitted Portion”) as provided in the Prospectus
Supplement dated [insert date of Prospectus Supplement] in respect of such issue. This is to
certify that (i) we have received in writing or by tested telex or electronically (in accordance
with the requirements of United States Treasury Regulation Section 1.163-5(c)(2)(i)(D)(3)(ii)) a
certificate or certificates with respect to the entire Submitted Portion, substantially in the form
of Exhibit B to the Indenture, and (ii) the Submitted Portion includes no part of the temporary
Global Security excepted in such certificates.



     We further certify that as of the date hereof we have not received any notification from any
of the persons giving such certificates to the effect that the statements made by them with respect
to any part of the Submitted Portion are no longer true and cannot be relied on as of the date
thereof.



     We understand that this certificate is required in connection with certain tax laws and
regulations in the United States of America. If administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings. Submitted Portion:



U.S. $                    




Date:                     




[Euroclear Bank S.A./N.V.] [Clearstream Banking S.A.]*




By:                                                             




 




*  Delete if inappropriate.




 




 









 









EXHIBIT C



[FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BANKING BY A BENEFICIAL OWNER OF
SECURITIES, IN ORDER TO RECEIVE PAYMENT ON A TEMPORARY GLOBAL SECURITY]




COMMUNITY HEALTH SYSTEMS, INC.




[Insert title or description of Securities]




     Reference is hereby made to the Indenture, dated as of December 22, 2008 (the “Indenture”) between
Community Health Systems, Inc. (the “Company”) and U.S. Bank National Association, as Trustee.
Terms used herein unless otherwise defined shall have the meanings ascribed to them in the
Indenture.



     This is to certify that as of the date hereof [and except as provided in the fourth paragraph
hereof]*, $                     principal amount of the above-captioned Securities represented by a
temporary Global Security (the “temporary Global Security”) held by you for our account is:




     (i) beneficially owned by persons that are not United States persons (as
defined below);




     (ii) owned by United States person(s) that are (a) foreign branches of United
States financial institutions (as defined in United States Treasury Regulation
Section 1.165-12(c)(1)(v) (“financial institutions”)) purchasing for their own
account or for resale, or (b) United States person(s) who acquired the beneficial
interest in the temporary Global Security through foreign branches of United States
financial institutions and who hold the beneficial interest in the temporary Global
Security through such United States financial institutions on the date hereof (and
in either case (a) or (b), each such United States financial institution hereby
agrees, for the benefit of the Company, that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986,
as amended, and the regulations thereunder); or




     (iii) owned by financial institution(s) for the purpose of resale during the
restricted period (as defined in United States Treasury Regulation Section
1.163-5(c)(2)(i)(D)(7)) and, in addition, financial institution(s) described in this
clause (iii) (whether or not also described in clause (i) or (ii)), further certify
that they have not acquired the beneficial interest in the temporary Global Security
for the purpose of resale directly or indirectly to a United States person or to a
person within the United States.



     “United States person” means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the United States and an
estate or trust the income of which is subject to United States federal income taxation regardless
of its source, and “United States” means the United States of America (including the States and the
District of Columbia), its territories, its possessions and other areas subject to its jurisdiction
(including the Commonwealth of Puerto Rico).



 




 









 








     [This certificate excepts and does not relate to $                     principal amount of the temporary
Global Security held by you for our account as to which we are not able to provide a certificate in
this form. We understand that payments, if any, due with respect to such portion of the temporary
Global Security cannot be made until we are able to provide a certificate in this form.]*



     We undertake to advise you promptly by tested telex on or prior to the date on which you
intend to submit your certification relating to the above-captioned Securities held by you for our
account if any applicable statement herein is not correct on such date, and in the absence of any
such notification it may be assumed that this certification applies as of such date.



     We understand that this certificate is required in connection with certain tax laws and
regulations in the United States. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings.



Dated:                     



[Name of Person Making Certification]




By:                                                             




 





* Delete if inappropriate.




 




2









 








EXHIBIT D



[FORM OF CERTIFICATE TO BE GIVEN TO THE APPROPRIATE TRUSTEE BY EUROCLEAR OR CLEARSTREAM BANKING
REGARDING PAYMENT ON A TEMPORARY GLOBAL SECURITY]




COMMUNITY HEALTH SYSTEMS, INC.




[Insert title or description of Securities]




     Reference is hereby made to the Indenture, dated as of December 22, 2008 (the “Indenture”) between
Community Health Systems, Inc. (the “Company”) and U.S. Bank National Association, as Trustee.
Terms used herein unless otherwise defined shall have the meanings ascribed to them in the
Indenture.



     We refer to that portion of the temporary Global Security in respect of the above-captioned
Securities for which we hereby request that you make payment to us of the amounts payable on the
relevant payment date (the “Submitted Portion”) as provided in the Prospectus Supplement dated
[insert date of Prospectus Supplement] in respect of such issue. This is to certify that (i) we
have received in writing or by tested telex or electronically (in accordance with the requirements
of United States Treasury Regulation Section 1.163- 5(c)(2)(i)(D)(3)(ii)) a certificate or
certificates with respect to the entire Submitted Portion, substantially in the form of Exhibit D
to the Indenture, and (ii) the Submitted Portion includes no part of the temporary Global Security
excepted in such certificates.



     We further certify that as of the date hereof we have not received any notification from any
of the persons giving such certificates to the effect that the statements made by them with respect
to any part of the Submitted Portion are no longer true and cannot be relied on as of the date
thereof.



     We understand that this certificate is required in connection with certain tax laws and
regulations in the United States of America. If administrative or legal proceedings are commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy thereof to any interested party in such
proceedings.



Submitted Portion:




U.S. $                    




Dated:                     




[Euroclear Bank S.A./N.V.]*



[Clearstream Banking S.A.]*




By:                                                             




 





* Delete if inappropriate.




 




 









 








EXHIBIT E




[FORM OF NOTATION OF NOTE GUARANTEE]




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of December 22, 2008 (the “Indenture”)
among Community Health Systems, Inc. (the “Company”), the Guarantors party thereto and U.S. Bank
National Association, as trustee (the “Trustee”), (a) the due and punctual payment of the principal
of, premium, if any, and interest on, the [Securities], whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue principal of and
interest on the [Securities], if any, if lawful, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with the terms of the
Indenture and (b) in case of any extension of time of payment or renewal of any [Securities] or any
of such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise. The obligations of the Guarantors to the Holders of [Securities] and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a [Security], by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 
	 	[Name of Guarantor(s)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: