Form of Subordinated Indenture



 Exhibit 4.6 
  

HUGHES SUPPLY, INC., AS ISSUER 
  
 TO 
  
                                       
                                      , AS TRUSTEE

  
 Subordinated Debt Indenture 
  
 DATED AS OF
                     
  









 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


		
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	1
	    Section 1.1	  	 Definitions.
	  	1
	    Section 1.2	  	 Compliance Certificates and Opinions.
	  	8
	    Section 1.3	  	 Form of Documents Delivered to Trustee.
	  	9
	    Section 1.4	  	 Acts of Holders.
	  	9
	    Section 1.5	  	 Notices, Etc., to Trustee and Company.
	  	10
	    Section 1.6	  	 Notice to Holders; Waiver.
	  	10
	    Section 1.7	  	 Conflict with Trust Indenture Act.
	  	11
	    Section 1.8	  	 Effect of Headings and Table of Contents.
	  	11
	    Section 1.9	  	 Successors and Assigns.
	  	11
	    Section 1.10	  	 Separability Clause.
	  	11
	    Section 1.11	  	 Benefits of Indenture.
	  	11
	    Section 1.12	  	 Governing Law.
	  	12
	    Section 1.13	  	 Legal Holidays.
	  	12
	    Section 1.14	  	 No Recourse Against Others.
	  	12
		
	ARTICLE II SECURITY FORMS	  	12
	    Section 2.1	  	 Forms Generally.
	  	12
	    Section 2.2	  	 Form of Face of Security.
	  	13
	    Section 2.3	  	 Form of Reverse of Security.
	  	14
	    Section 2.4	  	 Form of Trustee’s Certificate of Authentication.
	  	18
	    Section 2.5	  	 Securities in Global Form.
	  	18
	    Section 2.6	  	 CUSIP Number.
	  	19
	    Section 2.7	  	 Form of Legend for the Securities in Global Form.
	  	19
		
	ARTICLE III THE SECURITIES	  	20
	    Section 3.1	  	 Amount Unlimited; Issuable in Series.
	  	20
	    Section 3.2	  	 Denominations.
	  	22
	    Section 3.3	  	 Execution, Authentication, Delivery and Dating.
	  	22
	    Section 3.4	  	 Temporary Securities.
	  	24
	    Section 3.5	  	 Registration, Registration of Transfer and Exchange.
	  	25
	    Section 3.6	  	 Mutilated, Destroyed, Lost and Stolen Securities.
	  	27
	    Section 3.7	  	 Payment of Interest; Interest Rights Preserved.
	  	27

  










					
	    Section 3.8	  	 Persons Deemed Owners.
	  	30
	    Section 3.9	  	 Cancellation.
	  	30
	    Section 3.10	  	 Computation of Interest.
	  	31
		
	ARTICLE IV SATISFACTION AND DISCHARGE	  	31
	    Section 4.1	  	 Satisfaction and Discharge of Indenture.
	  	31
	    Section 4.2	  	 Application of Trust Money.
	  	32
		
	ARTICLE V REMEDIES	  	32
	    Section 5.1	  	 Events of Default.
	  	32
	    Section 5.2	  	 Acceleration of Maturity; Rescission and Annulment.
	  	34
	    Section 5.3	  	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	35
	    Section 5.4	  	 Trustee May File Proofs of Claim.
	  	35
	    Section 5.5	  	 Trustee May Enforce Claims Without Possession of Securities.
	  	36
	    Section 5.6	  	 Application of Money Collected.
	  	36
	    Section 5.7	  	 Limitation on Suits.
	  	37
	    Section 5.8	  	 Unconditional Right of Holders to Receive Principal, Premium and Interest.
	  	37
	    Section 5.9	  	 Restoration of Rights and Remedies.
	  	38
	    Section 5.10	  	 Rights and Remedies Cumulative.
	  	38
	    Section 5.11	  	 Delay or Omission Not Waiver.
	  	38
	    Section 5.12	  	 Control by Holders.
	  	38
	    Section 5.13	  	 Waiver of Past Defaults.
	  	39
	    Section 5.14	  	 Undertaking for Costs.
	  	39
		
	ARTICLE VI THE TRUSTEE	  	40
	    Section 6.1	  	 Certain Duties and Responsibilities of the Trustee.
	  	40
	    Section 6.2	  	 Notice of Defaults.
	  	40
	    Section 6.3	  	 Certain Rights of Trustee.
	  	40
	    Section 6.4	  	 Not Responsible for Recitals or Issuance of Securities.
	  	41
	    Section 6.5	  	 May Hold Securities.
	  	42
	    Section 6.6	  	 Money Held in Trust.
	  	42
	    Section 6.7	  	 Compensation and Reimbursement.
	  	42
	    Section 6.8	  	 Disqualification; Conflicting Interests.
	  	43
	    Section 6.9	  	 Corporate Trustee Required; Eligibility.
	  	43
	    Section 6.10	  	 Resignation and Removal; Appointment of Successor.
	  	43

  

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	    Section 6.11	  	 Acceptance of Appointment by Successor or Additional Trustees.
	  	45
	    Section 6.12	  	 Merger, Conversion, Consolidation or Succession to Business.
	  	46
	    Section 6.13	  	 Preferential Collection of Claims Against Company.
	  	46
	    Section 6.14	  	 Appointment of Authenticating Agent.
	  	46
		
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  	48
	    Section 7.1	  	 Company to Furnish Trustee Names and Addresses of Holders.
	  	48
	    Section 7.2	  	 Preservation of Information; Communications to Holders.
	  	48
	    Section 7.3	  	 Reports by Trustee.
	  	49
	    Section 7.4	  	 Reports by Company.
	  	50
		
	ARTICLE VIII CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER	  	50
	    Section 8.1	  	 When Company May Merge, Etc.
	  	50
	    Section 8.2	  	 Opinion of Counsel.
	  	51
	    Section 8.3	  	 Successor Corporation Substituted.
	  	51
		
	ARTICLE IX SUPPLEMENTAL INDENTURES	  	51
	    Section 9.1	  	 Supplemental Indentures Without Consent of Holders.
	  	51
	    Section 9.2	  	 Supplemental Indentures with Consent of Holders.
	  	52
	    Section 9.3	  	 Execution of Supplemental Indentures.
	  	54
	    Section 9.4	  	 Effect of Supplemental Indentures.
	  	54
	    Section 9.5	  	 Conformity with Trust Indenture Act.
	  	54
	    Section 9.6	  	 Reference in Securities to Supplemental Indentures.
	  	54
		
	ARTICLE X COVENANTS	  	54
	    Section 10.1	  	 Payments of Securities.
	  	54
	    Section 10.2	  	 Maintenance of Office or Agency.
	  	55
	    Section 10.3	  	 Corporate Existence.
	  	55
	    Section 10.4	  	 Payment of Taxes and Other Claims.
	  	55
	    Section 10.5	  	 Compliance Certificates.
	  	56
	    Section 10.6	  	 Commission Reports.
	  	56
	    Section 10.7	  	 Waiver of Stay, Extension or Usury Laws.
	  	56
	    Section 10.8	  	 Money for Securities Payments to Be Held in Trust.
	  	57
		
	ARTICLE XI REDEMPTION OF SECURITIES	  	58
	    Section 11.1	  	 Applicability of Article.
	  	58
	    Section 11.2	  	 Election to Redeem; Notice to Trustee.
	  	58
	    Section 11.3	  	 Selection by Trustee of Securities to Be Redeemed.
	  	58

  

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	    Section 11.4	  	 Notice of Redemption.
	  	59
	    Section 11.5	  	 Deposit of Redemption Price.
	  	60
	    Section 11.6	  	 Securities Payable on Redemption Date.
	  	60
	    Section 11.7	  	 Securities Redeemed in Part.
	  	60
		
	ARTICLE XII SINKING FUNDS	  	61
	    Section 12.1	  	 Applicability of Article.
	  	61
	    Section 12.2	  	 Satisfaction of Sinking Fund Payments with Securities.
	  	61
	    Section 12.3	  	 Redemption of Securities for Sinking Fund.
	  	61
		
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	  	62
	    Section 13.1	  	 Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.
	  	62
	    Section 13.2	  	 Defeasance and Discharge.
	  	62
	    Section 13.3	  	 Covenant Defeasance.
	  	62
	    Section 13.4	  	 Conditions to Defeasance or Covenant Defeasance.
	  	63
	    Section 13.5	  	 Deposited Money and Government Obligations To Be Held In Trust.
	  	64
		
	ARTICLE XIV MISCELLANEOUS	  	65
	    Section 14.1	  	 Miscellaneous.
	  	65
		
	ARTICLE XV SUBORDINATION	  	65
	    Section 15.1	  	 Securities Subordinated to Senior Indebtedness.
	  	65
	    Section 15.2	  	 Reliance on Certificate of Liquidating Agent; Further Evidence as to Ownership of Senior Indebtedness.
	  	68
	    Section 15.3	  	 Payment Permitted If No Default.
	  	69
	    Section 15.4	  	 Disputes with Holders of Certain Senior Indebtedness.
	  	69
	    Section 15.5	  	 Trustee Not Charged with Knowledge of Prohibition.
	  	69
	    Section 15.6	  	 Trustee to Effectuate Subordination.
	  	70
	    Section 15.7	  	 Rights of Trustee as Holder of Senior Indebtedness.
	  	70
	    Section 15.8	  	 Article Applicable to Paying Agents.
	  	70
	    Section 15.9	  	 Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Indebtedness.
	  	71
	    Section 15.10	  	 Trustee Not Fiduciary for Holders of Senior Indebtedness.
	  	71

  

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 Subordinated Debt Indenture (this “Indenture”), dated as of
            , 2004, between HUGHES SUPPLY, INC., a corporation duly organized and existing under the laws of the State of Florida (in this Indenture called the “Company”),
having its principal office at One Hughes Way, Orlando, Florida 32805 and             , a national banking association, as Trustee (in this Indenture called the “Trustee”).

  
 RECITALS OF THE COMPANY 
  
 The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its unsecured subordinated debentures, notes or other evidences of indebtedness (in this Indenture called the “Securities”), to be issued in one or more series as in this Indenture provided.

  
 All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in
consideration of the premises and the purchase of the Securities by the Holders of this Indenture, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series of this Indenture, as
follows: 
  
 ARTICLE I 
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	Section	1.1 Definitions. 

  
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  
 (a) the terms defined in this Article I have the meanings
assigned to them in this Article I and include the plural as well as the singular; 
  
 (b) all other terms used in this Indenture which are defined in the Trust Indenture Act, either directly or by reference in this
Indenture, have the meanings assigned to them in this Indenture; 
  
 (c) all accounting terms not otherwise defined in this Indenture have the meanings assigned to them in accordance with GAAP; 
  
 (d) the word “Including” (and with the correlative meaning “Include”) means including, without limiting the generality
of, any description following such term; and 
  
 Certain terms, used principally in Article VI below, are defined in that Article. 







 “Act,” when used with respect to any Holder, has the meaning specified in
Section 1.4 below. 
  
 “Affiliate” means
another Person directly or indirectly controlling or controlled by or under direct or indirect common control with such first Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting securities or by contract or otherwise. 
  
 “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities.

  
 “Bankruptcy Law” means Title 11,
U.S. Code or any similar federal or state law for the relief of debtors. 
  
 “Board of Directors” means the board of directors of the Company; provided, however, that when the context refers to actions or resolutions of the Board of Directors, then the term “Board of
Directors” shall also mean any duly authorized committee of the Board of Directors of the Company or Officer authorized to act with respect to any particular matter to exercise the power of the Board of Directors of the Company. 
  
 “Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Business Day,” when used with respect to any Place
of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or regulation to close. 
  
 “Capitalized Lease Obligation” means an obligation
that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with generally accepted accounting principles, and the amount of Indebtedness represented by such obligation shall be the
capitalized amount of such obligation determined in accordance with such principles; and the Stated Maturity of this Indenture shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which
such lease may be terminated by the lessee without payment of a penalty. 
  
 “Capital Stock” of any Person shall mean any and all shares, interests, participations 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. 
  
 “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 

  

 2 








 
execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time. 
  
 “Common Depositary” has the meaning specified in Section 3.4 below. 
  
 “Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor
corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation. 
  
 “Company Request” or “Company Order” means a written request or order signed in the name
of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

 
 “Corporate Trust Office” means the principal
corporate trust office of the Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date of this Indenture is located at
            , except for purposes of Section 10.2 below such term
                         shall mean the office or agency of the Trustee in the
                    , the City of
                    , which office at the date of this Indenture is located at
                        . 
  
 “Covenant Defeasance” has the meaning specified in Section 13.3 below. 
  
 “Currency Agreement” shall mean any foreign
exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in currency values. 
  
 “Custodian” means any receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law. 
  
 “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default. 
  
 “Defaulted Interest” has the meaning specified in Section 3.7 below. 
  
 “Defeasance” has the meaning specified in Section
13.2 below. 
  
 “Dollars” and
“$” means lawful money of the United States of America. 
  
 “Event of Default” has the meaning specified in Section 5.1 below. 
  
 “Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time, and the rules and regulations
promulgated under this Indenture. 
  

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 “GAAP” means such accounting principles that are generally accepted in the
United States of America as of the date of any computation required under this Indenture. 
  
 “Holder” or “Security holder” means a Person in whose name a Security is registered in the Security Register.

  
 “Indebtedness” means, with respect
to any Person, at any date, any of the following, without duplication, (i) any liability, contingent or otherwise, of such Person (A) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only
to a portion of this Indenture), (B) evidenced by a note, bond, debenture or similar instrument or (C) for the payment of money relating to a Capitalized Lease Obligation or other obligation (whether issued or assumed) relating to the deferred
purchase price of property; (ii) all conditional sale obligations and all obligations under any title retention agreement (even if the rights and remedies of the seller under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade accounts payable arising in the ordinary course of business; (iii) all obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction other than
entered into in the ordinary course of business; (iv) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on any asset or property (including,
without limitation, leasehold interests and any other tangible or intangible property) of such Person, whether or not such indebtedness is assumed by such Person or is not otherwise such Person’s legal liability; provided, that if the
obligations so secured have not been assumed in full by such Person or are otherwise not such Person’s legal liability in full, the amount of such indebtedness for the purposes of this definition shall be limited to the lesser of the amount of
such indebtedness secured by such Lien; (v) all indebtedness of others (including all interest and dividends on any Indebtedness or preferred stock of any other Person for the payment of which is) guaranteed, directly or indirectly, by such Person
or that is otherwise its legal liability or which such Person has agreed contingently to supply or advance funds; and (vi) obligations in respect of Currency Agreements and Interest Swap Obligations. 
  
 “Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions of this Indenture and shall include the terms of particular series of Securities
established as contemplated by Section 3.1 below. 
  
 “Interest,” when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an
installment of interest on such Security. 
  
 “Interest Swap Obligations” shall mean the obligations of any Person pursuant to any interest rate swap agreement, interest rate collar agreement or other 

  

 4 








 
similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates. 
  
 “Lien” shall mean any mortgage, pledge, security
interest, encumbrance, lien, charge or adverse claim affecting title or resulting in an encumbrance against real or personal property or a security interest of any kind (including, without limitation, any conditional sale or other title retention
agreement or lease in the nature of this Indenture other than a lease which is not a Capitalized Lease Obligation.) 
  
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of
principal becomes due and payable as in this Indenture or in this Indenture provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Officer” means the Chairman of the Board, the Vice Chairman of the Board, the President, any
Senior or Executive Vice President, any Vice President, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Assistant Secretary of the Company. 
  
 “Officer’s Certificate” means a certificate signed by an Officer and delivered to the
Trustee. 
  
 “Opinion of Counsel” means
a written opinion of counsel, who may be an employee of or counsel for the Company, and who shall be reasonably acceptable to the Trustee. 
  
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount of this
Indenture to be due and payable upon a declaration of acceleration of the Maturity of this Indenture pursuant to Section 5.2 below. 
  
 “Outstanding,” when used with respect to Securities or Securities of any series, means, as of the date of determination, all
such Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities, or portions of this Indenture, for whose payment
or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (iii) Securities
which have been paid pursuant to Section 3.6 below, or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; and (iv) Securities which have been defeased pursuant to Section 13.2
below; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, (a) 

  

 5 








 
the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be that portion of the principal
amount of this Indenture that could be declared to be due and payable upon the occurrence of an Event of Default and the continuation of this Indenture pursuant to the terms of such Original Issue Discount Security as of the date of such
determination and (b) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor. 
  
 “Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. The Company may act as Paying Agent with
respect to any Securities issued under this Indenture. 
  
 “Person” means any individual, corporation, partnership, limited partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision of this
Indenture, or any other entity. 
  
 “Place of
Payment,” when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 3.1
below. 
  
 “Redemption Date,” when used
with respect to any Security of any series to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price,” when used with respect to any Security of any series to be redeemed, means the price at which it is to be
redeemed pursuant to this Indenture. 
  
 “Registered Security” means any Security issued under this Indenture and registered in the Security Register. 
  
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date
specified for that purpose as contemplated by Section 3.1 below. 
  
 “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 
  

 6 








 “Securities” has the meaning stated in the first recital of this Indenture and
more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.5 below. 

 
 “Senior Indebtedness” is defined as the
principal, premium, if any, and interest on (i) all indebtedness of the Company, whether outstanding on the date of the issuance of Subordinated Debt Securities or thereafter created, incurred or assumed, which is for money borrowed, or which is
evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities, (ii) any indebtedness of others of the kinds described in the preceding clause (i) for the payment of
which the Company is responsible or liable as guarantor or otherwise and (iii) amendments, renewals, extensions and refundings of any such indebtedness, unless in any instrument or instruments evidencing or securing such indebtedness or pursuant to
which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is expressly provided that such indebtedness is not superior in right of payment to Subordinated Debt Securities. 
  
 “Significant Subsidiary” means a Subsidiary or
Subsidiaries of the Company possessing assets (including the assets of its own Subsidiaries but without regard to the Company or any other Subsidiary) having a book value, in the aggregate, equal to not less than 10% of the book value of the
aggregate assets of the Company and its Subsidiaries calculated on a consolidated basis. 
  
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7 below.

  
 “Stated Maturity,” when used with
respect to any Security or any installment of principal of this Indenture or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due
and payable. 
  
 “Subsidiary” of any
Person means (i) any Person of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of this Indenture is at
the time owned or controlled, directly or indirectly, by any Person or one or more of the Restricted Subsidiaries of that Person or a combination of this Indenture, and (ii) any partnership, joint venture or other Person in which such Person or one
or more of the Restricted Subsidiaries of that Person or a combination of this Indenture has the power to control by contract or otherwise the board of directors or equivalent governing body or otherwise controls such entity. 
  
 “Trust Indenture Act” means the Trust Indenture Act
of 1939, as amended, as in force at the date as of which this Indenture was executed; provided, however, that in the event that such Act is amended after such date, “Trust Indenture Act” means the Trust Indenture Act of 1939 as so amended.

  

 7 








 “Trustee” means the Person named as the “Trustee” in the first
paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee under this Indenture,
and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
  
 “U.S. Depositary” means, with respect to the
Securities of any series issuable or issued in whole or in part in the form of one or more permanent global Securities, the Person designated as U.S. Depositary by the Company pursuant to Section 3.1 below, which must be a clearing agency registered
under the Exchange Act until a successor U.S. Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “U.S. Depositary” shall mean or include each Person who is then a U.S. Depositary under
this Indenture, and if at any time there is more than one such Person, “U.S. Depositary” shall mean the U.S. Depositary with respect to the Securities of that series. 
  
 “U.S. Government Obligations” means securities which are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is
unconditionally guaranteed by the full faith and credit of the United States of America which, in either case, are not callable or redeemable at the option of the issuer of this Indenture or otherwise subject to prepayment, and shall also include a
depository receipt issued by a New York Clearing House bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment or interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt or from any amount
held by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. “Vice President,” when used with respect to the
Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”. 
  

	Section	1.2 Compliance Certificates and Opinions. 

  
 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, other than an action permitted by
Sections 2.5 and 7.4 below, the Company shall furnish to the Trustee an Officer’s 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. 
  

 8 








 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this
Indenture shall include: 
  
 (a) a statement that
each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Indenture relating thereto; 
  
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
  
 (c) a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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

	Section	1.3 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 may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate
or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
  
 Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
  

	Section	1.4 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 

  

 9 








 
tenor signed by such Holders in person or by agents duly appointed in writing; and, except as in this Indenture otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied in this Indenture and evidenced thereby) are
in this Indenture sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1 below) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4(a). 
  
 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution of this Indenture. Where such
execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 (c) The ownership of Registered Securities shall be proved by the Security Register. 
  
 (d) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer of this Indenture or in exchange therefor or in lieu of this
Indenture in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 (e) If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities
have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such
authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 
  

 10 









	Section	1.5 Notices, Etc., to Trustee and Company. 

  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, 
  
 (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose under this Indenture if made, given, furnished or filed in writing to or with the Trustee and received by the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Administration, or 
  
 (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose under this Indenture (unless otherwise in this Indenture expressly provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the first paragraph of this Indenture, attention: Secretary, or at any other address previously furnished in writing to the Trustee by the Company. 
  

	Section	1.6 Notice to Holders; Waiver. 

  
 Where this Indenture or any Security provides for notice to Holders of any event, such notice shall be deemed sufficiently given (unless otherwise in this
Indenture or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders or the validity of the proceedings to which such notice relates. Where this Indenture or any Security provides for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver. 
  
 In
case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose under this Indenture. 
  
 Any
request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

  

	Section	1.7 Conflict with Trust Indenture Act. 

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

  

 11 








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

	Section	1.8 Effect of Headings and Table of Contents. 

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

	Section	1.9 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	1.10 Separability Clause. 

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

	Section	1.11 Benefits of Indenture. 

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

	Section	1.12 Governing Law. 

  
 This Indenture and the Securities shall be governed by and construed in accordance with the laws (other than the choice of law provisions) of the State of
                            . 
  

	Section	1.13 Legal Holidays. 

  
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day or on
such other day as may be set out in the Officer’s Certificate pursuant to Section 3.1 below 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 for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 
  

	Section	1.14 No Recourse Against Others. 

  
 A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities
or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Security holder, by accepting a Security, waives and releases all 

  

 12 








 
such liability. Such waivers and releases are part of the consideration for the issuance of the Securities. 
  
 ARTICLE II 
  
 SECURITY FORMS 
  

	Section	2.1 Forms Generally. 

  
 The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities, as
evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 below for the authentication and delivery of such Securities. 
  
 The Trustee’s certificates of authentication shall be in substantially
the form set forth in this Article II. 
 The definitive Securities shall be photocopied, printed, lithographed or engraved on steel engraved
borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. 
  


	Section	2.2 Form of Face of Security. 

  
 (If the Security is an Original Issue Discount Security, insert—for purposes of Section 1272 of the Internal Revenue Code of 1986, as amended (the
“Code”), the amount of original issue discount (as defined in Section 1273 (a) (1) of the Code and Treasury Regulation Section 1.1273-l(a) with respect to this Security is
                , the issue price (as defined in Treasury Regulation Section 1.1273-2) of this Security is
                , the Issue Date (as defined in Section 1275(a)(2) of the Code and Treasury Regulation Section 1.1273-2) of this Security is
                 and the yield to maturity of this Security is
                ). 
  
 Hughes Supply, Inc. 
  

  

					
	 No.                 
	 	 	 	($)                

  
 Hughes Supply, Inc., a
corporation duly organized and existing under the laws of the State of Florida (herein called the “Company,” which term includes any 

  

 13 








 
successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay
to            , or registered assigns, the principal sum of $                 on
            . (If the Security is to bear interest prior to Maturity, insert —, and to pay interest thereon from
                 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, (semi-annually) (quarterly) (monthly) in
arrears on                  and in each year, commencing             , at the rate of
            % per annum, until the principal hereof is paid or made available for payment (If applicable insert—, and (to the extent that the payment of such interest shall be
legally enforceable) at the rate of             % per annum on any overdue principal and premium and on any overdue installment of interest). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name the Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the              of (whether or not a Business Day), as the case maybe, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture.) 
  
 (If the Security is not to bear interest prior to
Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security
shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest
at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to
the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.) 
  
 Payment of the principal of, and premium, if any, and (if applicable, insert—any such) interest on this Security will be made at the office or agency
of the Company maintained for that purpose in             , in Dollars (if applicable, insert—; provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register). 
  
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place. 
  

 14 








 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 
  

			
	 Hughes Supply, Inc.

		
	By:	 	 
	 	 	 


  
 Attest: 
 __________________________ 
  
 (SEAL) 
  

	Section	2.3 Form of Reverse of Security. 

  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of             , 200     (herein called the “Indenture”), between the Company and
                            , as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (limited in aggregate principal amount to
$            ). (If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 nor more than 45 days’ notice by first class mail, (if
applicable, insert—(1) on              in any year commencing with the year              and ending with the
year              through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)) at any time (on or after
                ,), as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount):

  
 If redeemed (on or before
            ,             %, and if redeemed) during the 12-month period beginning
             of the years indicated, Year              Redemption Price
             Year              Redemption Price and thereafter at a Redemption Price equal to
             of the principal amount, together in the case of any such redemption (if applicable, insert — (whether through operation of the sinking fund or otherwise)) with
accrued and unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.) 
  

 15 








 (If applicable, insert — The Securities of this series are subject to redemption upon not less than
30 nor more than 45 days’ notice by first class mail, (1) on              in any year commencing with the year
             and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed
as percentages of the principal amount) set forth in the table below, and (2) at any time (on or after                 ), as a whole or in part, at the election
of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: 
  
 If redeemed during a 12-month period beginning
             of the years indicated, Redemption Price for Redemption Price for Redemption Through Redemption Otherwise Operation of the Than Through Operation Year Sinking Fund of
the Sinking Fund and thereafter at a Redemption Price equal to              % of the principal amount, together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.) 
  
 (Notwithstanding the foregoing, the Company may not, prior to              redeem any
Securities of this series as contemplated by (clause (2) of) the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less than             % per annum.) 
  
 (The sinking fund for this series provides for the redemption on in each year beginning with the year
             and ending with the year              of (not less than) $
             ((“mandatory sinking fund”) and not more than $ aggregate principal amount of Securities of this series.) (Securities of this series acquired or redeemed by
the Company otherwise than through (mandatory) sinking fund payments may be credited against subsequent (mandatory) sinking fund payments otherwise required to be made—in the (inverse) order in which they become due.) 
  
 (In the event of redemption of this Security in part only a new Security or
Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.) 
  
 (If the Security is not an Original Issue Discount Security, insert — If any Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.) (If the Security is an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall
be equal — insert formula for determining the amount.) Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each 

  

 16 








 
case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall terminate. 
  
 This Security is a subordinated and unsecured obligation of the Company and is subordinated and junior in right of payment to all other senior unsecured obligations of the Company. 
  
 This Security is subject to Defeasance as described in the Indenture. The
Indenture may be modified by the Company and the Trustee without consent of any Holder with respect to certain matters as described in the Indenture. In addition, the Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall bind such Holder and all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security. 
  
 No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed. 
  
 As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the
Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same Stated Maturity and aggregate principal amount, will be issued to the
designated transferee or transferees. 
  
 The Securities of this
series are issuable only in registered form without coupons in denominations of ($1,000) and any integral multiple thereof. As provided in the Indenture and subject to certain limitations in the Indenture therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. 
  

 17 








 No service charge shall be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign, transfer or lease all or substantially all of its properties or assets (If other covenants are applicable pursuant to the provisions of Section 3.1, insert here). All
such covenants and limitations are subject to a number of important qualifications and exceptions. The Company must report periodically to the Trustee on compliance with the covenants in the Indenture. 
  
 A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under this Security or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder, by accepting a Security, waives and releases
all such liability. The waiver and release are part of the consideration for the issuance of this Security. 
  
 (If applicable, insert — Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures (“CUSIP”),
the Company has caused CUSIP numbers to be printed on the Securities of this series as a convenience to the Holders of the Securities of this series. No representation is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other identification numbers printed hereon.) 
  
 All capitalized terms used in this Security without definition which are defined in the Indenture shall have the meanings assigned to them in the
Indenture. 
  

 18 








 ASSIGNMENT FORM 
  

To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to 
  

 (Insert assignee’s social security or
tax I.D. number) 
  

  

  

  

 (Print or type assignee’s name, address and zip code) 
  
 and irrevocably appoint
                                       
                                        
                                         
agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 
  

					
	 Dated:
                                        
                    
	  	Your Signature:	  	                                      
                                        
  
	 	  	 	  	 (Sign exactly as your name
 appears on the other side
of
this Security)


  
 Signature Guaranty:                                 
                                        
                                        
                                        
                                        
                          
 (Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Transfer Agent, which requirements will include membership or participation in STAMP or such other
“signature guarantee program” as may be determined by the Transfer Agent in accordance with the Exchange Act.) 
  
 Social Security Number or Taxpayer Identification Number: 
  
 Section 2.4 Form of Trustee’s Certificate of Authentication. 
  
 Dated:
                                        
     
  
 This is one of the Securities of
the series designated therein referred to in the within-mentioned Indenture. 
  

	
	
	 
	as Trustee


  

			
		
	By:	 	 
	 	 	Authorized Signatory


  

	Section	2.5 Securities in Global Form. 

  
 If Securities of a series are issuable in global form, as contemplated by Section 3.1 below, then, notwithstanding the provisions of Section 3.2 below,
any such Security shall represent such of the Outstanding Securities of such series as shall be 

  

 19 








 
specified in this Indenture and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified in this Indenture or in the Company Order to be delivered to the Trustee pursuant to Section 3.3 or
Section 3.4 below. Subject to the provisions of Section 3.3 below and, if applicable, Section 3.4 below, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons
specified in this Indenture or in the applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 below has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery
of a Security in global form shall be in writing but need not comply with Section 1.2 above and need not be accompanied by an Opinion of Counsel. 
  
 The provisions of Section 3.9 below shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 1.2 above and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the
principal amount of Securities represented thereby. 
  
 Notwithstanding the provisions of Sections 2.1 above and 3.7 below, unless otherwise specified as contemplated by Section 3.1 below, payment of principal of, premium, if any, and interest on any Security in permanent global form shall be
made to the Person or Persons specified in this Indenture. 
  
 Notwithstanding the provisions of Section 3.8 below and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security. 
  

Section 2.6 CUSIP Number. 
  
 The Company in issuing Securities of any series may use a “CUSIP” number, and, if so, the Trustee may use the CUSIP number in notices of
redemption or exchange as a convenience to Holders of such series; provided, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed on the notice or on the Securities of such
series, and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of
any change in the CUSIP number of any series of Securities. 
  

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 Section 2.7 Form of Legend for the Securities in Global Form. 
  
 Any Security in global form authenticated and delivered under this Indenture
shall bear a legend in substantially the following form: 
  
 “This Security is in global form within the meaning of the Indenture hereinafter referred to and is registered in the name of a Common Depositary or a U.S. Depositary. Unless and until it is exchanged in whole or in part for Securities
in certificated form, this Security may not be transferred except as a whole by the Common Depositary or a U.S. Depositary or by a nominee of the Common Depositary or a nominee of the U.S. Depositary as the case may be.” 
  
 ARTICLE III 
  
 THE SECURITIES 
  
 Section 3.1 Amount Unlimited; Issuable in Series. 
  
 The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. 
  
 The Securities
may be issued from time to time in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series: 
  
 (a) the
title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); 
  
 (b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 below); 
  
 (c) whether any Securities of the series are to be issuable
in permanent global form with or without coupons and, if so, (i) whether beneficial owners of interests in any such permanent global security may exchange such interests for Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 3.5 below, and (ii) the name of the Common Depositary (as defined in Section 3.4 below) or the U.S. Depositary, as the case
may be, with respect to any global security; 
  
 (d) the date or dates on which the principal of the Securities of the series is payable 
  
 (e) the rate or rates at which the Securities of the series shall bear interest (including reset rates, if any, and the method by which
such rate will be determined), if any, the date or dates from which such interest shall accrue, the 

  

 21 








 
Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date and, if
applicable to such series of Securities, the basis points and United States Treasury rate; 
  
 (f) the place or places where the principal of (and premium, if any) and interest on Securities of the series shall be payable and where
the Company will maintain an office or agency where Securities may be presented for registration of transfer or exchange and the place or places where notices and demands to or upon the Company in respect of Securities and this Indenture may be
made; 
  
 (g) the right of the Company, if any,
to defer any payment of principal of, premium, or interest on the Securities of the series, and the maximum length of any such deferral period which shall not exceed the Stated Maturity for the final installment of principal on the Securities of
such series; 
  
 (h) the period or periods within
which, the price or prices at which the currency or currency units and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or otherwise;

  
 (i) the obligation, if any, of the Company to
redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder of this Indenture and the period or periods within which, the price or prices at which, the currency or currency units and
the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and, where applicable, the obligation of the Company to select the Securities to be redeemed; 

 
 (j) if other than denominations of $1,000 and any
integral multiple of this Indenture, the denominations in which Securities of the series shall be issuable; 
  
 (k) if other than the principal amount of this Indenture, the portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity of this Indenture pursuant to Section 5.2 below; 
  
 (l) any additions, modifications or deletions in the Events of Default with respect to Securities of the series, if any, other than those
set forth in this Indenture; 
  
 (m) if either or
both of Section 13.2 and Section 13.3 below shall be inapplicable to the Securities of the series (provided that if no such inapplicability shall be specified, then both Section 13.2 and Section 13.3 below shall be applicable to the Securities of
the series); 
  
 (n) if other than U.S. dollars,
the currency or currencies or units based on or related to currencies in which the Securities of such series shall be denominated and in which payments or principal of, and any premium and interest on, such Securities shall or may by payable;

  

 22 








 (o) additions, modifications or deletions of the Company’s covenants with respect to
Securities of the series, if any, other than those set forth in this Indenture; 
  
 (p) any index or indices used to determine the amount of payments of principal of any premium, if any, on such securities and the manner
in which such amounts will be determined; 
  
 (q)
if other than the Trustee, the identity of the Registrar and any Paying Agent; 
  
 (r) the appointment of a Person as a Trustee which meets the requirements of Section 6.9 below with respect to Securities of the series;

  
 (s) any index or indices used to determine
the amounts of payments of principal of an premium, if any, on the Securities and the manner in which such amounts will be determined; 
  
 (t) the terms and conditions of any obligation or right of the Company or a Holder to exchange or convert Securities into other
securities; 
  
 (u) any other terms of the series
(which terms shall not be inconsistent with the provisions of this Indenture). 
  
 All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer’s
Certificate or in any such Indenture supplemental to this Indenture. 
  
 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to
the Trustee at or prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for determining, the terms of the Securities of such series. 
  
 Section 3.2 Denominations. 
  
 The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section
3.1 above. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple of this Indenture. 
  
 Section 3.3 Execution, Authentication, Delivery and Dating. 
  
 The Securities shall be executed on behalf of the Company by its Chairman of
the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile. The seal of the Company may be in the form of a facsimile of this Indenture and may be impressed, affixed, imprinted or otherwise reproduced on the 

  

 23 








 
Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or
enforceability of any security that has been duly authenticated and delivered by the Trustee. 
  
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
  
 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and make such Securities available for delivery.
If the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1 above, in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating,

  
 (a) if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by Section 2.1 above, that such form has been established in conformity with the provisions of this Indenture; 
  
 (b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by
Section 3.1 above, that such terms have been established in conformity with the provisions of this Indenture; 
  
 (c) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in
equity or at law); and 
  
 (d) that no consent,
approval, authorization, order, registration or qualification of or with any court or any governmental agency or body having jurisdiction over the Company is required for the execution and delivery of such Securities by the Company, except such as
have been obtained (except that no opinion need be expressed as to state securities or Blue Sky laws). 
  
 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant
to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which 

  

 24 








 
counsel may be an employee of the Trustee) such authentication may not lawfully be made or would involve the Trustee in personal liability. 
  
 Notwithstanding the provisions of Section 3.1 above and of the immediately
preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.1 above or the Company Order and Opinion of
Counsel otherwise required pursuant to the immediately preceding paragraph 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. 
  
 If the Company
shall establish pursuant to Section 3.1 above that the Securities of a series are to be issued in the form of one or more global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section 3.3 and the Company
Order with respect to the authentication and delivery of such series, authenticate and deliver one or more global Securities that (i) shall be in an aggregate amount equal to the aggregate principal amount specified in such Company Order, (ii) shall
be registered in the name of the Common Depositary or U.S. Depositary, as the case may be, therefor or its nominee, and (iii) shall be made available for delivery by the Trustee to such depositary or pursuant to such depositary’s instruction.

  
 Each depositary designated pursuant to Section 3.1 above 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. 
  
 Unless otherwise provided for in the form of security, each security shall be dated the date of its authentication.

  
 No security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such security a certificate of authentication substantially in the form provided for in this Indenture executed by the Trustee by manual signature, and such certificate upon
any security shall be conclusive evidence, and the only evidence, that such security has been duly authenticated and delivered under this Indenture and is entitled to the benefits of this Indenture. 
  
 Section 3.4 Temporary Securities. 
  
 Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and make available for delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities. 
  
 In the case of Securities of any series,
such temporary Securities may be in global form, representing all or a portion of the Outstanding Securities of such series. 
  

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 Except in the case of temporary Securities in global form (which shall be exchanged in accordance with
the provisions of Section 3.5 below), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like principal
amount of definitive Securities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series. 
  
 If temporary Securities of any
series are issued in global form, any such temporary global Security shall, unless otherwise provided in this Indenture, be delivered to the office of a depositary or common depositary (the “Common Depositary”) for credit to the respective
accounts of the beneficial owners of such Securities (or to such other accounts as they may direct). 
  
 Section 3.5 Registration, Registration of Transfer and Exchange. 
  
 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office
or agency of the Company in a Place of Payment being in this Indenture sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of registration of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as in this Indenture provided.

  
 Upon surrender for registration of transfer of any security of
any series at the office or agency of the Company in Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or
more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. 
  
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and Stated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate
and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. 
  
 Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.1 above, any permanent global security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a permanent global 

  

 26 








 
security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and
denomination, as specified and as subject to the conditions contemplated by Section 3.1 above, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to
the Trustee definitive Securities of that series in aggregate principal amount equal to the principal amount of such permanent global security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such
permanent global Securities shall be surrendered from time to time by the Common Depositary or the U.S. Depositary, as the case may be, and in accordance with instructions given to the Trustee and the Common Depositary or the U.S. Depositary, as the
case may be (which instructions shall be in writing but need not comply with Section 1.2 above or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent
for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered permanent global
security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global security to be exchanged which shall be in the form of the Securities of
such series; provided, however, that no such exchanges may occur 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
11.3 below and ending at the close of business on the day of such mailing. Promptly following any such exchange in part, such permanent global Security shall be returned by the Trustee to the Common Depositary or the U.S. Depositary, as the case may
be, or such other Common Depositary or U.S. Depositary referred to above in accordance with the written instructions of the Company referred to above. If a Security in the form specified for such series is issued in exchange for any portion of a
permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, such interest or Defaulted Interest will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of such security in the form specified for such series, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person
to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. 
  
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligation, of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
  
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder of this Indenture or his attorney duly authorized in writing. 
  

 27 








 Unless otherwise provided in the Securities to be transferred or exchanged, 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 3.4 above, 9.6 or 11.7 below not involving any transfer. 
  
 The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.3 below and ending at the close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any security so selected for redemption in whole or in part, except the unredeemed portion of any security being redeemed in part. 
  
 Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. 
  
 In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section 3.6, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
  
 Every new Security of any series issued pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued under this Indenture. 
  
 The provisions of this Section 3.6 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. 
  

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 Section 3.7 Payment of Interest; Interest Rights Preserved. 
  
 Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid at the Place of Payment 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,
except that at the option of the Company payment may be made (i) except in the case of a global Security by check mailed to the address of the Person entitled thereto as such address appears in the Securities Registrar or (ii) by transfer to an
account maintained by the Person entitled thereto as specified in the Securities Registrar provided that proper transfer instructions have been received by the Regular Record Date. 
  
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (in this Indenture called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (a) or (b) below: 
  
 (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this Section 3.7. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than ten days prior to the date of the proposed
payment and not less than ten days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less
than ten days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). 
  
 (b) The Company may make payment of any Defaulted Interest
on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by
the 

  

 29 








 
Company to the Trustee of the proposed payment pursuant to this Section 3.7, such manner of payment shall be deemed practicable by the Trustee. 

 
 Subject to the foregoing provisions of this Section 3.7, 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 3.8 Persons Deemed Owners. 
  
 Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to
Section 3.7 above) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary. 
  
 None of the Company, the Trustee or any agent of the
Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest of a Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the foregoing, with respect to any Security in global form, nothing in this Indenture shall prevent the Company or the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by any U.S. Depositary or Common Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between such U.S. Depositary or
Common Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the right of such U.S. Depositary or Common Depositary (or its nominee) as holder of such Security
in global form. 
  
 Section 3.9 Cancellation. 
  
 All Securities surrendered for payment, redemption, registration of transfer
or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered under this Indenture which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.9, except as expressly permitted by this Indenture. All cancelled Securities shall be held by the Trustee and may be destroyed (and, if so destroyed,
certification of their destruction shall be delivered to the Company upon its request, unless, by a Company Order, the Company shall direct that cancelled Securities be returned to it). 
  

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 Section 3.10 Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 3.1 above for Securities of any series, interest on the Securities
of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 
  
 ARTICLE IV 
  
 SATISFACTION AND DISCHARGE 
  

	Section	4.1 Satisfaction and Discharge of Indenture. 

  
 This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities in this
Indenture expressly provided for or in the form of Security for such series), when the Trustee, upon Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

  

	 	(a)	either 

  
 (i) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6 above and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.8 below) have been delivered to the Trustee for cancellation; or 
  
 (ii) all such Securities not theretofore delivered to the Trustee for cancellation 
  
 (A) have become due and payable, or 
  
 (B) will become due and payable at their Stated Maturity
within one year, or 
  
 (C) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited
with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest
to the date of such deposit (in the case of Securities which have become due and payable) or the Stated Maturity or Redemption Date, as the case may be; 
  
 (iii) the Company has paid or caused to be paid all other sums payable under this Indenture by the Company; and 
  
 (iv) the Company has delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent 

  

 31 








 
provided for in this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7 below, the obligations of the Company to any Authenticating Agent under Section 6.14 below and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a)
of this Section 4.1, the obligations of the Trustee under Section 4.2 below and the last paragraph of Section 10.8 below shall survive. 
  

	Section	4.2 Application of Trust Money. 

  
 Subject to the provisions of the last paragraph of Section 10.8 below, all money deposited with the Trustee pursuant to Section 4.1 above shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with or received by the Trustee. 
  

ARTICLE V 
  
 REMEDIES 
  

	Section	5.1 Events of Default. 

  
 “Event of Default,” wherever used in this Indenture with respect to Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or to be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body): 
  
 (a) the Company defaults
in the payment of interest or any sinking fund payment on any Security of that series when such interest becomes due and payable and the default continues for a period of 60 days; provided, however, that if the Company is permitted by the terms of
the Securities of the applicable series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Company is required to make payment following such deferral, if such deferral has been elected
pursuant to the terms of the Securities; or 
  
 (b) the Company defaults in the payment of the principal of (or premium, if any, on) any Security of that series when the same becomes due and payable at Maturity, upon redemption (including redemptions under Article XI), by declaration or
otherwise; provided, however, that if the Company is permitted by the terms of the Securities of the applicable series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Company is
required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities; or 
  

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 (c) the Company fails to observe or perform in any material respect any of its other
covenants, warranties or agreements in the Securities of that series or in this Indenture (other than a covenant, agreement or warranty a default in whose performance or whose breach is elsewhere in this Section 5.1 specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and the failure to observe or perform continues for the period and after the notice specified in the last paragraph of this Section
5.1; or 
  
 (d) any event of default, as defined
in any other indenture, mortgage, or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the Company (whether such Indebtedness now exists or shall hereafter be created or incurred) shall
occur and shall consist of default in the payment of such Indebtedness at the maturity of this Indenture (after giving effect to any applicable grace period) or shall result in Indebtedness becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such default in payment is not cured or such acceleration shall not be rescinded or annulled within 30 days after written notice to the Company from the Trustee or to the Company and to
the Trustee from the Holders of at least 25% in aggregate principal amount of the Securities of that series at the time outstanding; provided that it shall not be an Event of Default if the principal amount of Indebtedness (other than Indebtedness
represented by Securities issued pursuant to this Indenture) which is not paid at maturity or the maturity of which is accelerated is less than or equal to $25 million provided further that if, prior to a declaration of acceleration of the maturity
of the Securities of that series or the entry of judgment in favor of the Trustee in a suit pursuant to Section 5.3 below, such default shall be remedied or cured by the Company or waived by the holders of such Indebtedness, then the Event of
Default under this Indenture by reason of this Indenture shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders of the Securities of that series, and
provided further, that, subject to Sections 6.1 and 6.2 below, the Trustee shall not be charged with knowledge of any such default unless written notice of such default shall have been given to the Trustee by the Company, by a holder or an agent of
a holder of any such Indebtedness, by the trustee then acting under any indenture or other instrument under which such default shall have occurred, or by the Holders of at least five percent in aggregate principal amount of the Securities of that
series at the time Outstanding; or 
  
 (e) the
Company pursuant to or within the meaning of any Bankruptcy Law (A) commences a voluntary case or proceeding under any Bankruptcy Law with respect to itself, (B) consents to the entry of a judgment, decree or order for relief against it in an
involuntary case or proceeding under any Bankruptcy Law, (C) consents to or acquiesces in the institution of bankruptcy or insolvency proceedings against it, (D) applies for, consents to or acquiesces in the appointment of or taking possession by a
Custodian of the Company or for any material part of its property, (E) makes a general assignment for the benefit of its creditors or (F) takes any corporate action in furtherance of or to facilitate, conditionally or otherwise, any of the
foregoing; or 
  
 (f)     (i)
a court of competent jurisdiction enters a judgment, decree or order for relief in respect of the Company in an involuntary case or proceeding under 

  

 33 








 
any Bankruptcy Law which shall (A) approve as properly filed a petition seeking reorganization, arrangement, adjustment or composition in respect of the
Company, (B) appoint a Custodian of the Company or for any material part of its property, or (C) order the winding-up or liquidation of its affairs, and such judgment, decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (ii) any bankruptcy or insolvency petition or application is filed, or any bankruptcy or insolvency proceeding is commenced against the Company and such petition, application or proceeding is not dismissed within 60 days; or
(iii) a warrant of attachment is issued against any material portion of the property of the Company which is not released within 60 days of service; or 
  
 (g) any other Event of Default provided with respect to Securities of that series. 
  
 A Default under clause (c) above is not an Event of Default until the Trustee
or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series notify the Company of the Default and the Company does not cure the Default within 90 days after receipt of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a “Notice of Default.” When a Default under clause (c) above is cured within such 90-day period, it ceases. 
  

	Section	5.2 Acceleration of Maturity; Rescission and Annulment. 

  
 If an Event of Default with respect to Securities of any series (other than an Event of Default specified in clause (e) or (f) of Section 5.1 above)
occurs and is continuing, the Trustee by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series by notice in writing to the Company and the Trustee, may declare the
unpaid principal of and accrued interest to the date of acceleration (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) on all the
Outstanding Securities of that series to be due and payable immediately and, upon any such declaration, the Outstanding Securities of that series (or specified principal amount) shall become and be immediately due and payable. 
  
 If an Event of Default specified in clause (e) or (f) of Section 5.1 above
occurs, all unpaid principal of and accrued interest on the Outstanding Securities of that series (or specified principal amount) shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the
Trustee or any Holder of any Security of that series. 
  
 Upon
payment of all such principal and interest, all of the Company’s obligations under the Securities of that series and (upon payment of the Securities of all series) this Indenture shall terminate, except obligations under Section 6.7 below.

  
 The Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of the principal and interest of the Securities of that series that has
become due solely by such declaration of acceleration, have been cured or waived, (ii) to the extent the payment of such 

  

 34 








 
interest is lawful, interest on overdue installments of interest and overdue principal that has become due otherwise than by such declaration of acceleration
have been paid, (iii) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (iv) all payments due to the Trustee and any predecessor Trustee under Section 6.7 below have been made. 
  

	Section	5.3 Collection of Indebtedness and Suits for Enforcement by Trustee. 

  

The Company covenants that if: 
  
 (a) default is made in the payment of any interest on any Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or 
  
 (b) default is made in the payment of the principal of (or premium, if any, on) any Security of any series at the Maturity of this Indenture, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal (and premium, if any) and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if
any) and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever situated. 
  
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any
power granted in this Indenture, or to secure any other proper remedy. 
  

	Section	5.4 Trustee May File Proofs of Claim. 

  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and
payable as in this Indenture expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of 

  

 35 








 
overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
  
 (a) to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and counsel) and of the Holders allowed in such judicial proceedings, and 
  
 (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7 below. 
  
 Nothing in this Indenture contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder of this Indenture or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  

	Section	5.5 Trustee May Enforce Claims Without Possession of Securities. 

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

  

	Section	5.6 Application of Money Collected. 

  
 Any money collected by the Trustee pursuant to this Article V in respect of the Securities of any series shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities in respect of which moneys have been collected and the notation thereon
of the payment if only partially paid and upon surrender of this Indenture if fully paid: 
  
 First: To the payment of all amounts due the Trustee under Section 6.7 below applicable to such series; 
  
 Second: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities of such series in respect
of which 

  

 36 








 
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 of such series for principal (and premium, if any) and interest, respectively; and 
  
 Third: To the Company. 
  
 The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.6. At least 15 days before such record date, the
Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid. 
  

	Section	5.7 Limitation on Suits. 

  
 No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless: 
  
 (a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
series; 
  
 (b) the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under this Indenture; 
  
 (c) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
  
 (e) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of Holders of Securities of
any series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture, except in the manner in this Indenture provided and for the equal and ratable benefit of all Holders of Securities of the affected series. 
  

	Section	5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest. 

  
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.7 above) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in 

  

 37 








 
the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder. 
  

	Section	5.9 Restoration of Rights and Remedies. 

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

	Section	5.10 Rights and Remedies Cumulative. 

  
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.6 above, no right or remedy in this Indenture conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given under this Indenture or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Indenture, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy. 
  

	Section	5.11 Delay or Omission Not Waiver. 

  
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an acquiescence in this Indenture. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  

	Section	5.12 Control by Holders. 

  
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: 
  
 (a) such direction shall not be in conflict with any rule of
law or with this Indenture; 
  
 (b) the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and 
  

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 (c) subject to Section 6.1 below, the Trustee need not take any action which might
involve the Trustee in personal liability or be unduly prejudicial to the Holders not joining in this Indenture. 
  

	Section	5.13 Waiver of Past Defaults. 

  
 The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may by written notice to the Trustee on behalf of
the Holders of all the Securities of such series waive any Default or Event of Default with respect to such series and its consequences, except a Default or Event of Default: 
  
 (a) in respect of the payment of the principal of (or premium, if any) or interest on any Security of such
series; 
  
 (b) in respect of a covenant or other
provision of this Indenture which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected; or 
  
 (c) Upon any such waiver, such Default or Event of Default shall cease to exist and shall be deemed to have
been cured, for every purpose of this Indenture and the Securities of such series; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 
  

	Section	5.14 Undertaking for Costs. 

  
 All parties to this Indenture agree, and each Holder of any Security by his acceptance of this Indenture shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security
on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 
  

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 ARTICLE VI 
  

THE TRUSTEE 
  

	Section	6.1 Certain Duties and Responsibilities of the Trustee. 

  
 (a) Except during the continuance of an Event of Default, the Trustee’s duties and responsibilities under this Indenture shall be
governed by Section 315(a) of the Trust Indenture Act. 
  
 (b) In case an Event of Default has occurred and is continuing, and is known to the Trustee, the Trustee shall exercise the rights and powers vested in it by this Indenture, and shall 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) None of the provisions of Section 315(d) of the Trust Indenture Act shall be excluded from this Indenture. 
  

	Section	6.2 Notice of Defaults. 

  
 Within 30 days after the occurrence of any Default or Event of Default with respect to the Securities of any series, the Trustee shall give to all Holders
of Securities of such series, as their names and addresses appear in the Security Register, notice of such Default or Event of Default known to the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however,
that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series,
the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series. 
  

	Section	6.3 Certain Rights of Trustee. 

  
 Subject to the provisions of the Trust Indenture Act: 
  
 (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties; 
  
 (b) any request or direction of the
Company mentioned in this Indenture shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 
  

 40 








 (c) whenever in the administration of this Indenture the Trustee shall deem it desirable
that a matter be proved or established prior to taking, suffering or omitting any action under this Indenture, the Trustee (unless other evidence be in this Indenture specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officer’s Certificate; 
  
 (d) the
Trustee may consult with counsel and the written 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 under this Indenture in good faith
and in reliance thereon; 
  
 (e) the Trustee
shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or
indemnity to its reasonable satisfaction against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (f) prior to the occurrence of an Event of Default with respect to the Securities of any series and after
the curing or waiving of all such Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, approval or other paper or document, or the books and records of the Company, unless requested in writing to do so by the Holders of a majority in principal amount of the Outstanding Securities of any series;
provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding; the reasonable expense of every such investigation shall
be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand; 
  
 (g) the Trustee may execute any of the trusts or powers under this Indenture or perform any duties under this Indenture either directly or
by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this Indenture; and 
  
 (h) the Trustee shall not be required to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties under this Indenture, or in the exercise of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 
  

	Section	6.4 Not Responsible for Recitals or Issuance of Securities. 

  
 The recitals in this Indenture and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Company, and the Trustee or any Authenticating Agent assumes no responsibility for their 

  

 41 








 
correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds of this Indenture. 
  

	Section	6.5 May Hold Securities. 

  
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13 below, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent. 
  

	Section	6.6 Money Held in Trust. 

  
 Money held by the Trustee in trust under this Indenture (including amounts held by the Trustee as Paying Agent) need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it under this Indenture except as otherwise agreed upon in writing with the Company. 
  

	Section	6.7 Compensation and Reimbursement. 

  
 The Company agrees: 
  
 (a) to pay to the Trustee from time to time reasonable compensation for all services rendered by it under this Indenture (which
compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
  
 (b) except as otherwise expressly provided in this Indenture, to reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and 
  
 (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability, damage, claim or expense, including taxes (other than taxes based upon or determined or measured by the income of the Trustee),
incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts under this Indenture, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this Indenture. 
  
 When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.1 (e) or Section 5.1 (f) above, the
expenses (including the reasonable charges and expenses of its counsel) and the compensation 

  

 42 








 
for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

  
 The provisions of this Section 6.7 shall survive this
Indenture and the resignation or removal of any Trustee under this Indenture. 
  

	Section	6.8 Disqualification; Conflicting Interests. 

  
 The Trustee shall be disqualified only where such disqualification is required by Section 310(b) of the Trust Indenture Act. Nothing shall prevent the
Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 
  

	Section	6.9 Corporate Trustee Required; Eligibility. 

  
 There shall at all times be a Trustee under this Indenture which shall be eligible to act as Trustee under Section 310(a)(1) of the Trust Indenture Act
having a combined capital and surplus of at least $50,000,000 subject to supervision or examination by federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 6.9, 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 common control with the Company may serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.9, it shall resign immediately in the manner and with the effect in this Indenture specified in this Article VI. 
  

	Section	6.10 Resignation and Removal; Appointment of Successor. 

  
 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11 below. 
  
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice of this Indenture to
the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 below shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
  

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 (d) If at any time: 
  
 (i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months; or 
  
 (ii) the Trustee shall cease to be eligible under Section 6.9 above and shall fail to resign after written request here for by the Company
or by any such Holder of a Security who has been a bona fide Holder of a Security for at least six months; or 
  
 (iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (i) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a security for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  
 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in
the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11 below. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 6.11 below, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company with respect to
such Securities. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11 below, any Holder who has been a bona
fide Holder of a security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series. 
  
 (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 by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Securities of such series as their names and addresses appear in the Security 

  

 44 








 
Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office. 
  

	Section	6.11 Acceptance of Appointment by Successor or Additional Trustees. 

  
 (a) In case of the appointment under this Indenture of a successor Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee under this Indenture. 
  
 (b) In
case of the appointment under this Indenture of a Trustee or a successor with respect to the Securities of one or more (but not all) series, the Company, any retiring Trustee and each Trustee or a successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto win this Indenture each Trustee or a 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 Trustee or a successor Trustee all the rights, powers, trusts and duties of any retiring Trustee with respect to the Securities of that or those series to which the appointment of such Trustee or a
successor Trustee relates, (2) if any 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 any retiring
Trustee with respect to the Securities of that or those series as to which any retiring Trustee is not retiring shall continue to be vested in any 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 under this Indenture by more than one Trustee, it being understood that nothing in this Indenture or in such supplemental Indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts under this Indenture separate and apart from any trust or trusts under this Indenture 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 in this Indenture and each such Trustee or a successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of any retiring Trustee with respect to the Securities of that or those series to which the appointment of such Trustee or a successor Trustee relates; but, on request of the Company or any Trustee or a
successor Trustee, any such retiring Trustee shall duly assign, transfer and deliver to such Trustee or a successor Trustee all property and money held by any such retiring Trustee under this Indenture with respect to the Securities of that or those
series to which the appointment of any such Trustee or successor Trustee relates. 
  

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 (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section 6.11, as the case may be. 
  
 (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and eligible under the Trust Indenture Act. 
  

	Section	6.12 Merger, Conversion, Consolidation or Succession to Business. 

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

	Section	6.13 Preferential Collection of Claims Against Company. 

  
 The Trustee shall comply with 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 in this Indenture. 
  

	Section	6.14 Appointment of Authenticating Agent. 

  
 At any time when any of the Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of, and subject to the direction of, the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption of this Indenture or pursuant to
Section 3.6 above, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee under this Indenture. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State of this Indenture or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $5,000,000 and subject to supervision or examination
by federal or State authority. If 

  

 46 








 
such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14. 
  
 Any corporation into which an Authenticating Agent may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of
an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent. 
  
 An Authenticating Agent may resign at
any time by giving written notice of this Indenture to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice of this Indenture to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment under this Indenture shall become vested with all the rights, powers and duties of its predecessor under this
Indenture, 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 6.14. 
  
 The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.14. 
  
 If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form: 
  
 Form of Authenticating
Agent’s 
 Certificate of Authentication 
  
 Dated:                          

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

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	As Trustee
	 
		
	By:	 	 
	 	 	As Authenticating Agent
		
	By:	 	 
	 	 	Authorized Signatory


  
 ARTICLE VII

  
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  

	Section	7.1 Company to Furnish Trustee Names and Addresses of Holders. 

  
 The Company will furnish or cause to be furnished to the Trustee: 
  
 (a) semi-annually, not later than
             and              in each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of the preceding              or             , as the case may be; and

  
 (b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee
is the Security Registrar, no such list shall be required to be furnished; provided, however, that so long as the Trustee is the Security Registrar, no such list shall be required to be furnished. 
  

	Section	7.2 Preservation of Information; Communications to Holders. 

  
 (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 above and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section
7.1 above upon receipt of a new list so furnished. 
  
 (b) If three or more Holders (in this Indenture referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security 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 with respect to their rights under this Indenture or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit then the Trustee shall, within five Business Days after the receipt of such application, at its election, either 
  

 48 








 (i) afford such applicants access to the information preserved at the time by the Trustee
in accordance with Section 7.2(a) above; or 
  
 (ii) inform such applicants as to the approximate number of Holders whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.2(a) above, 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 the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail
to each Holder whose name and address appears in the information preserved at the time by the Trustee in accordance with Section 7.2(a) above a copy of the form of proxy or other communication which is specified in such request, with reasonable
promptness after a tender to the 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 the 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 the Trustee, such mailing would be contrary to the best interest of the Holders 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 objections so sustained have been met and shall enter an order so declaring, the 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 the Trustee shall be relieved of any obligation or duty to such applicants respecting their
application. 
  
 (c) Every Holder of Securities,
by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 7.2(b) above, 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 7.2(b) above. 
  

	Section	7.3 Reports by Trustee. 

  
 (a) Within 60 days after              of each year commencing with the
year 2004, the Trustee shall transmit by mail to all Holders of Securities as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of             , if
required by and in compliance with Section 313(a) of the Trust Indenture Act. 
  
 (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee when any Securities are listed on any stock exchange. 
  

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 Section 7.4 Reports by Company. 
  
 The Company shall: 
  
 (a) file with the Trustee, within 30 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 Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the 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 Exchange Act 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; 
  
 (b) file with the Trustee 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; 
  
 (c) furnish to the Trustee, on or before
             of each year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the
Company’s compliance with all conditions and covenants under this Indenture. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. Such
certificate need not comply with Section 1.2 above. 
  
 ARTICLE
VIII 
  
 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

  
 Section 8.1 When Company May Merge, Etc. 
  
 The Company shall not consolidate, or merge with or into any other
corporation (whether or not the Company shall be the surviving corporation), or sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties and assets as an entirety or substantially as an entirety to any
Person or group of affiliated Persons, in one transaction or a series of related transactions, unless: 
  
 (a) either the Company shall be the continuing Person or the Person (if other than the Company) formed by such consolidation or with which
or into which the Company is merged or the Person (or group of affiliated Persons) to which all or substantially all the properties and assets of the Company as an entirety or substantially as an entirety are sold, assigned, transferred or leased
shall be a corporation, partnership or trust or other entity organized and existing under the laws 

  

 50 








 
of the United States of America or any State of this Indenture or the              and
shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture; and 
  
 (b) immediately before and after giving effect to such
transaction or series of related transactions, no Event of Default, and no Default, and no event which, after notice or lapse of time or both, would become and Event of Default, shall have occurred and be continuing. 
  
 Section 8.2 Opinion of Counsel. 
  
 The Company shall deliver to the Trustee prior to the proposed
transaction(s) covered by Section 8.1 above an Officer’s Certificate and an Opinion of Counsel stating that the transaction(s) and such supplemental indenture comply with this Indenture and that all conditions precedent to the consummation of
the transaction under this Indenture have been met. 
  
 Section 8.3 Successor
Corporation Substituted. 
  
 Upon any consolidation by the
Company with or merger by the Company into an other corporation or any lease, sale, assignment, or transfer of all or substantially all of the property and assets of the Company in accordance with Section 8.1 above, the successor corporation formed
by such consolidation or into which the Company is merged or the successor corporation or affiliated group of corporations to which such lease, sale, assignment, 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 corporation or corporations had been named as the Company in this Indenture, and thereafter, except in the case of a lease, the predecessor corporation or
corporations shall be relieved of all obligations and covenants under this Indenture and the Securities and in the event of such conveyance or transfer, except in the case of a lease, any such predecessor corporation may be dissolved and liquidated.

  
 ARTICLE IX 
  
 SUPPLEMENTAL INDENTURES 
  
 Section 9.1 Supplemental Indentures Without Consent of Holders. 
  
 Without notice to or the consent of any Holders of a series of Securities,
the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (a) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company in this Indenture and in the Securities; or 
  

 51 








 (b) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of series) or to surrender any right or power in this
Indenture conferred upon the Company; or 
  
 (c)
to add any additional Events of Default with respect to all or any series of Securities; or 
  
 (d) to add or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons; or 
  
 (e) to change or eliminate any of the provisions of this Indenture, provided 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 
  
 (f) to secure the Securities; or 
  
 (g) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1 above;
or 
  
 (h) to evidence and provide for the
acceptance of appointment under this Indenture by a Trustee or 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 under this Indenture by more than one Trustee, pursuant to the requirements of Section 6.11(b) above; or 
  
 (i) to cure any ambiguity, defect or inconsistency or to correct or supplement any provision in this Indenture which may be inconsistent
with any other provision in this Indenture; or 
  
 (j) to make any change that does not materially adversely affect the interests of the Holders of Securities of such series; or 
  
 (k) to qualify, or maintain the qualification of the Indenture under the Trust Indenture Act. 
  
 Upon request of the Company, accompanied by a Board Resolution authorizing
the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in (and subject to the last sentence of) Section 9.3 below, the Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture. 
  
 Section 9.2
Supplemental Indentures with Consent of Holders. 
  
 With
the written consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act 

  

 52 








 
of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee shall, subject to Section 9.3
below, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding security affected thereby, 
  
 (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any security, or reduce the principal amount of this Indenture or the rate of interest thereon or any premium payable upon the redemption of this Indenture or extend the time for payment of this Indenture,
or reduce the amount of the principal of an Original Issue Discount security that would be due and payable upon a declaration of acceleration of the Maturity of this Indenture pursuant to Section 5.2 above, or change any Place of Payment where, or
the coin or currency in which, any security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of this Indenture (or, in the case of
redemption, on or after the Redemption Date); 
  
 (b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of
compliance with certain provisions of this Indenture or Defaults or Events of Default under this Indenture and their consequences provided for in this Indenture; or 
  
 (c) change the redemption provisions (including Article XI below) of this Indenture in a manner adverse to
such Holder; or 
  
 (d) modify any of the
provisions of this Section 9.2 or Section 5.13 above, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 9.2, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(h) above. 
  
 A supplemental indenture which changes or eliminates any covenant or other provisions 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 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance of this Indenture. 
  

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	Section	9.3 Execution of Supplemental Indentures. 

  
 The Trustee shall sign any supplemental indenture authorized pursuant to this Article IX, subject to the last sentence of this Section 9.3. In executing,
or accepting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1 above)
shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 
  

	Section	9.4 Effect of Supplemental Indentures. 

  
 Upon the execution of any supplemental indenture under this Article IX, 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 under this Indenture shall be bound thereby. 
  

	Section	9.5 Conformity with Trust Indenture Act. 

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

  

	Section	9.6 Reference in Securities to Supplemental Indentures. 

  
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticate and delivered by the Trustee in exchange for Outstanding Securities of such series. 
  
 ARTICLE X 
  
 COVENANTS 

	Section	10.1 Payments of Securities. 

  
 With respect to each series of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and interest on such Securities
in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in the Indenture for the benefit of, the Securities of such series. 
  

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	Section	10.2 Maintenance of Office or Agency. 

  
 The Company will maintain an office or agency in each Place of Payment where Securities may be surrendered for registration of transfer or exchange or for
presentation for payment, where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address of this Indenture, such presentations, surrenders, notices and demands may be made or served
at the address of the Trustee as set forth in Section 1.5 above. 
  
 The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 Unless otherwise set forth in, or pursuant to, a Board Resolution or indenture supplemental hereto with respect to a series of Securities, the Company
hereby initially designates the Corporate Trust Office as such office of the Company. 
  

	Section	10.3 Corporate Existence. 

  
 Subject to Article VIII above, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and that of each of its Subsidiaries and the rights (charter and statutory) of the Company and its Subsidiaries; provided, however, that (a) the Company shall not be required to preserve any such right, license or franchise or the
corporate existence of any of its Subsidiaries if the Board of Directors, or the board of directors of the Subsidiary concerned, as the case may be, shall determine that the preservation of this Indenture is no longer desirable in the conduct of the
business of the Company or any of its Subsidiaries and that the loss of this Indenture is not materially disadvantageous to the Holders, and (b) nothing in this Indenture contained shall prevent any Subsidiary of the Company from liquidating or
dissolving, or merging into, or consolidating with the Company (provided that the Company shall be the continuing or surviving corporation) or with any one or more Subsidiaries if the Board of Directors or the board of directors of the Subsidiary
concerned, as the case may be, shall so determine. 
  

	Section	10.4 Payment of Taxes and Other Claims. 

  
 The Company will pay or discharge, or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary material to the Company and its Subsidiaries taken as a whole, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a material lien upon the property of the Company or any Subsidiary material to the Company and its Subsidiaries taken as a whole; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, 

  

 55 








 
assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which adequate
provision has been made. 
  

	Section	10.5 Compliance Certificates. 

  
 (a) The Company shall deliver to the Trustee, within ten days after the occurrence of this Indenture, notice of any acceleration which
with the giving of notice and the lapse of time would be an Event of Default within the meaning of Section 5.1(d) above. 
  
 (b) The Company shall deliver to the Trustee forthwith upon becoming aware of a Default or Event of Default (but in no event later than
ten days after the occurrence of each Default or Event of Default that is continuing), an Officer’s Certificate setting forth the details of such Default or Event of Default and the action that the Company proposes to take with respect thereto
and the specific section or sections of this Indenture in connection with which such Default or Event of Default has occurred. 
  

	Section	10.6 Commission Reports. 

  
 (a) So long as the Securities remain outstanding, the Company shall cause its annual report to shareholders and any other financial
reports furnished by it to shareholders generally, to be mailed to the Holders at their addresses appearing in the register of Securities maintained by the Security Registrar in each case at the time of such mailing or furnishing to shareholders. If
the Company is not required to furnish annual reports to its shareholders pursuant to the Exchange Act, the Company shall cause its financial statements, including any notes thereto and, with respect to annual reports, an auditors’ report by an
accounting firm of established national reputation and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to be so filed with the Trustee and mailed to the Holders within 90 days after the end
of each of the Company’s fiscal years and within 45 days after the end of each of the first three quarters of each fiscal year. 
  
 (b) The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the
Company may be required to deliver to the Holders under this Section 10.6. 
  

	Section	10.7 Waiver of Stay, Extension or Usury 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,
and will actively resist any and all efforts to be compelled to take the benefit or advantage of, any stay or extension law or any usury law or other law, which would prohibit or forgive the Company from paying all or any portion of the principal of
and/or interest on the Securities as contemplated in this Indenture, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so) the
Company 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 in this Indenture granted to the Trustee, 

  

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but will suffer and permit the execution of every such power as though no such law had been enacted. 
  

	Section	10.8 Money for Securities Payments to Be Held in Trust. 

  
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided and will promptly notify the Trustee of its action or failure so to act. 
  
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of
the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure to so act. 
  
 The Company will cause each Paying Agent for any series of Securities (other than the Trustee) to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.8, that such Paying Agent will: 
  
 (a) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as in this Indenture provided; 
  
 (b) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that series; and 
  
 (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent. 
  
 The Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 
  
 Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any security of any series and remaining unclaimed for two years after such 

  

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principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such security shall thereafter, as an unsecured general creditor, look only to the Company for payment of this Indenture, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee of this Indenture, shall thereupon cease; provided, however, that the Trustee of such Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York, New York, notice that such money remains unclaimed and that, after a date specified in
this Indenture, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 
  
 ARTICLE XI 
  
 REDEMPTION OF SECURITIES 
  

	Section	11.1 Applicability of Article. 

  
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms in whole or in part
(provided Securities issued in denominations larger than $1,000 may be redeemed in part only in integral multiples of $1,000) and (except as otherwise specified as contemplated by Section 3.1 above for Securities of any series) in accordance with
this Article XI. 
  

	Section	11.2 Election to Redeem; Notice to Trustee. 

  
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction. 
  

	Section	11.3 Selection by Trustee of Securities to Be Redeemed. 

  
 If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 90 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, substantially pro rata, by lot or by any other method as the Trustee considers fair and appropriate and that complies with
the requirements of the principal national securities exchange, if any, on which such Securities are listed, and which may provide for the selection for redemption of portions (equal to the lesser of the minimum authorized denomination for
Securities of that series or $50 per Security, and any integral multiple of this Indenture) of the principal amount of Securities of such series of a denomination larger than the minimum authorized 

  

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denomination for Securities of that series; provided that in case the Securities of such series have different terms and maturities, the Securities to be
redeemed shall be selected by the Company and the Company shall give notice of this Indenture to the Trustee. 
  
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount of this Indenture to be redeemed. 
  
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of the Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such Securities which has been or is to be redeemed. 
  

	Section	11.4 Notice of Redemption. 

  
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at this address appearing in the Security Register. 
  
 All notices of redemption shall state: 
  
 (a) the Redemption Date; 
  
 (b) the Redemption Price; 
  
 (c) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed;

  
 (d) that on the Redemption Date, the
Redemption Price will become due and payable upon each such security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date; 
  
 (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price;

  
 (f) that the redemption is for a sinking
fund, if such is the case; 
  
 (g) the CUSIP
number, if any, of the Securities to be redeemed; and 
  
 (h) unless otherwise provided as to a particular series of Securities, if at the time of publication or mailing of any notice of redemption the Company shall not have deposited with the Trustee or Paying Agent and/or irrevocably directed
the Trustee or Paying Agent to apply, from money held by it available to be used for the redemption of Securities, an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the Redemption Date,
such notice shall state that it is subject to the receipt of the redemption moneys by the Trustee or Paying Agent before the Redemption Date (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so
received before such date. 
  

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

	Section	11.5 Deposit of Redemption Price. 

  
 Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.8 above) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to
be redeemed on that date. 
  

	Section	11.6 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 in this Indenture specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
security for redemption in accordance with said notice, such security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest 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 Regular or Special Record Dates according to their terms and
the provisions of Section 3.7 above. 
  
 If any Security called
for redemption shall not be so paid upon surrender of this Indenture for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed in the Security. 
  

	Section	11.7 Securities Redeemed in Part. 

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

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 ARTICLE XII 
  
 SINKING FUNDS 
  

	Section	12.1 Applicability of Article. 

  
 The provisions of this Article XII shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 3.1 above for Securities of such series. 
  
 The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is in this Indenture referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is in this Indenture referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to
redemption as provided in Section 12.2 below. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
  

	Section	12.2 Satisfaction of Sinking Fund Payments with Securities. 

  
 The Company (1) may deliver Securities of a series (other than any Securities previously called for redemption) and (2) may apply as a credit Securities
of a series which have been (i) previously cancelled pursuant to Section 3.9 above or delivered for cancellation or (ii) 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 Mandatory Sinking Fund Payment with respect to the Securities of such series required to be made pursuant to the terms of
such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited. Such Securities shall be received and credited at the principal amount for such purpose by the Trustee at the Redemption
Price specified in such Securities for redemption through operation of the sinking fund and the amount of such Mandatory Sinking Fund Payment shall be reduced accordingly. 
  

	Section	12.3 Redemption of Securities for Sinking Fund. 

  
 Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officer’s
Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion of this Indenture, if any, which is to be satisfied by payment of cash and the portion of this Indenture, if
any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2 above and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 above and cause notice of the redemption of this Indenture to be given in the name of and at the expense of the
Company in the manner provided in Section 11.4 above. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7 above. 
  

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 ARTICLE XIII 
  
 DEFEASANCE AND COVENANT DEFEASANCE 
  

	Section	13.1 Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance. 

  
 Unless pursuant to Section 3.1 above provision is made for the inapplicability of either or both of (a) Defeasance of the
Securities of a series under Section 13.2 below or (b) Covenant Defeasance of the Securities of a series under Section 13.3 below, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this
Article XIII, shall be applicable to the Securities of such series, and the Company may at its option by Board Resolution, at any time, with respect to the Securities of such series, elect to have either Section 13.2 below (unless inapplicable) or
Section 13.3 below (unless inapplicable) be applied to the Outstanding Securities of such series upon compliance with the applicable conditions set forth below in this Article XIII. 
  

	Section	13.2 Defeasance and Discharge. 

  
 Upon the Company’s exercise of the option provided in Section 13.1 above to defease the Outstanding Securities of a particular series, the Company
shall be discharged from its obligations with respect to the Outstanding Securities of such series on the date the applicable conditions set forth in Section 13.4 below are satisfied (in this Indenture, “Defeasance”). Defeasance shall mean
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Securities of such series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same); provided, however, that the following rights, obligations, powers, trusts, duties and immunities shall survive until
otherwise terminated or discharged under this Indenture: (A) the rights of Holders of Outstanding Securities of such series to receive, solely from the trust fund provided for in Section 13.4 below, payments in respect of the principal of (and
premium, if any) and interest on such Securities when such payments are due, (B) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.1, 10.2 and 10.8 above, (C) the rights, powers, trusts, duties and
immunities of the Trustee under this Indenture and (D) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise its option with respect to Defeasance under this Section 13.2 notwithstanding the prior exercise of its
option with respect to Covenant Defeasance under Section 13.3 below in regard to the Securities of such series. 
  

	Section	13.3 Covenant Defeasance. 

  
 Upon the Company’s exercise of the option provided in Section 13.1 above to obtain a Covenant Defeasance with respect to the Outstanding Securities
of a particular series, the Company shall be released from its obligations under this Indenture (except its obligations under Sections 3.4, 3.5, 3.6, 5.6, 5.9, 6.10, 10.1, 10.2, 10.5, 10.7 and 10.8 above) with respect to the Outstanding Securities
of such series on and after the date the applicable conditions set forth in Section 1304 are 

  

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satisfied (in this Indenture, “Covenant Defeasance”). Covenant Defeasance shall mean that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in this Indenture (except its obligations under Sections 3.4, 3.5, 3.6, 5.6, 5.9, 6.10, 10.1, 10.2, 10.5, 10.7 and 10.8
above), whether directly or indirectly by reason of any reference elsewhere in this Indenture or by reason of any reference to any other provision in this Indenture or in any other document, and such omission to comply shall not constitute an Event
of Default under Section 5.1(d) above with respect to Outstanding Securities of such series, and the remainder of this Indenture and of the Securities of such series shall be unaffected thereby. 
  

	Section	13.4 Conditions to Defeasance or Covenant Defeasance. 

  
 The following shall be the conditions to Defeasance under Section 13.2 above and Covenant Defeasance under Section 13.3 above with respect to the
Outstanding Securities of a particular series: 
  
 (a) the Company shall irrevocably have deposited or caused to be deposited (and in the case of Defeasance such deposit shall have been made 121 days prior to Defeasance with the Trustee (or another trustee satisfying the requirements of
Section 6.9 above who shall agree to comply with the provisions of this Article XIII applicable to it), under the terms of an irrevocable trust agreement in form and substance reasonably satisfactory to such Trustee, as trust funds in trust for the
purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) Dollars in an amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect of this Indenture in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination of this Indenture, in each case sufficient, after payment of all
federal, state and local taxes or other charges or assessments in respect of this Indenture payable by the Trustee, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification of this
Indenture delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any, on) and each installment of principal of (and premium,
if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to the Outstanding
Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities. 
  
 (b) No Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit, and no Default or Event of Default under clause (e) or (f) of Section 5.1 above of this Indenture shall occur and be continuing, at any time during the period ending on the 31st day after the date
of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 
  

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 (c) Such deposit, Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. 
  
 (d) In the case of an election with respect to Section 13.2 above, the Company shall have delivered to the Trustee either (A) a ruling
directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred or (B) an Opinion of Counsel, based on a ruling published by the Internal Revenue
Service or on a change in the applicable federal income tax law since the date of this Indenture, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Outstanding Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had
not occurred. 
  
 (e) In the case of an election
with respect to Section 13.3 above, the Company shall have delivered to the Trustee an Opinion of Counsel or a ruling directed to the Trustee received from the Internal Revenue Service to the effect that the Holders of the Outstanding Securities of
such series will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income 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. 
  
 (f) Such Defeasance or Covenant Defeasance shall be effected in compliance with any additional terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 3.1 above. 
  
 (g) The Company shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to either the Defeasance under Section 13.2 above or the Covenant Defeasance under Section 13.3 above (as the case may be) have
been complied with. 
  

	Section	13.5 Deposited Money and Government Obligations To Be Held In Trust. 

  

Subject to the provisions of the last paragraph of Section 10.8 above, all money and Government Obligations (including the proceeds of this Indenture)
deposited with the Trustee (or other qualifying trustee—collectively for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4 above in respect of the Outstanding Securities of a particular series shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, 

  

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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 against any tax, fee or other charge imposed on or assessed against the
Government Obligations deposited pursuant to Section 13.4 above or the principal and interest received in respect of this Indenture, other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding
Securities of such series. 
  
 Anything in this Article XIII to
the contrary notwithstanding, the Trustee shall deliver to pay to the Company from time to time upon Company Request any money or Government Obligations held by it as provided in Section 13.4 above which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification of this Indenture delivered to the Trustee, are in excess of the amount of this Indenture which would then be required to be deposited for the purpose for which such money
or Government Obligations were deposited. 
  
 ARTICLE XIV

  
 MISCELLANEOUS 
  

	Section	14.1 Miscellaneous. 

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

	Section	15.1 Securities Subordinated to Senior Indebtedness. 

  
 (a) The Company covenants and agrees, and each Holder of Securities of each series, by his acceptance of this Indenture, likewise
covenants and agrees, that anything in this Indenture or the Securities of any series to the contrary notwithstanding, the indebtedness evidenced by the Securities of each series is subordinate and junior in right of payment, to the extent provided
in this Indenture, to all Senior Indebtedness, whether outstanding on the date of execution of this Indenture or thereafter created, incurred or assumed, and that the subordination is for the benefit of the holders of Senior Indebtedness.

  
 (b) Subject to Section 15.4 below, if (i) the
Company shall default in the payment of any principal of, premium, if any, or interest, if any, on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration
or otherwise, or (ii) any other default shall occur with respect to Senior Indebtedness and the maturity of such Senior Indebtedness has been accelerated in accordance with its terms, then, upon written notice of such default to the Company and the
Trustee by the holders of Senior Indebtedness or any trustee therefor, unless and until, in either case, the default has 

  

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been cured or waived, or has ceased to exist, or any such acceleration has been rescinded or such Senior Indebtedness has been paid in full, no direct or
indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest, if any, on any of the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities other than those made in capital stock of the Company (or cash in lieu of fractional shares of this Indenture). 
  
 (c) If any default (other than a default described in paragraph (b) of this Section 15.1) shall occur under
the Senior Indebtedness, pursuant to which the maturity of this Indenture may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods
occurs (a “Senior Nonmonetary Default”), then, upon the receipt by the Company and the Trustee of written notice of this Indenture (a “Payment Notice”) from or on behalf of holders of such Senior Indebtedness specifying an
election to prohibit such payment and other action by the Company in accordance with the following provisions of this paragraph (c), the Company may not make any payment or take any other action that would be prohibited by paragraph (b) of this
Section 15.1 during the period (the “Payment Blockage Period”) commencing on the date of receipt of such Payment Notice and ending on the earlier of (i) the date, if any, on which the holders of such Senior Indebtedness or their
representative notify the Trustee that such Senior Nonmonetary Default is cured or waived or ceases to exist or the Senior Indebtedness to which such Senior Nonmonetary Default relates is discharged or (ii) the 179th day after the date of receipt of
such Payment Notice. Notwithstanding the provisions described in the immediately preceding sentence, the Company may resume payments on the Securities following such Payment Blockage Period. Any number of Payment Notices may be given; provided,
however, that (i) not more than one Payment Notice shall be given within a period of any 360 consecutive days, and (ii) no default that existed upon the date of such Payment Notice or the commencement of such Payment Blockage Period (whether or not
such event of default is on the same issue of Senior Indebtedness) shall be made the basis for the commencement of any other Payment Blockage Period. 
  
 (d) If (i) (A) without the consent of the Company, a receiver, conservator, liquidator or trustee of the Company or of any of its property
is appointed by the order or decree of any court or agency or supervisory authority having jurisdiction, and such decree or order remains in effect for more than 60 days or (B) the Company is adjudicated bankrupt or insolvent or (C) any of its
property is sequestered by court order and such order remains in effect for more than 60 days or (D) a petition is filed against the Company under any state or federal bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution, liquidation or receivership law of any jurisdiction whether now or hereafter in effect (including without limitation the Bankruptcy Code), and is not dismissed within 60 days after such filing; or (ii) the Company (A) commences a
voluntary case or other proceeding seeking liquidation, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or other relief with respect to itself or its debt or other liabilities under any bankruptcy, insolvency
or other similar law now or hereafter in effect (including without limitation the Bankruptcy Code) or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or
(B) consents to any such relief or to the 

  

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appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (C) fails generally to, or
cannot, pay its debts generally as they become due or (D) takes any corporate action to authorize or effect any of the foregoing; or (iii) any Subsidiary of the Company takes, suffers or permits to exist any of the events or conditions referred to
in the foregoing clause (i) or (ii), then all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or
other property, shall be made to any Holder of any Securities on account of this Indenture. Any payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a
plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities to the payment of all Senior Indebtedness then
outstanding and to any securities issued in respect of this Indenture under any such plan of reorganization or adjustment) which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any
series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any
such proceedings) shall have been paid in full. In the event of any such proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the
Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of and interest, if any, on the Securities and such other
obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. 
  
 (e) If, notwithstanding the foregoing, any payment or
distribution of any character, whether in cash, securities or other property (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the
extent provided in the subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness then outstanding and to any securities issued in respect of this Indenture under any such plan of
reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms of this Indenture, such payment or distribution of securities shall be received in trust for the benefit of and shall be paid over
or delivered and transferred to the holders of the Senior Indebtedness then outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of such Senior Indebtedness is hereby irrevocably authorized
to endorse or assign the same. 
  
 (f) No present
or future holder of any Senior Indebtedness shall be prejudiced in the right to enforce subordination of the indebtedness evidenced by the Securities by any act or failure to act on the part of the Company or any Holder of 

  

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Securities. Nothing contained in this Indenture shall impair, as between the Company and the Holders of Securities of each series, the obligation of the
Company to pay to such Holders the principal of and interest, if any, on such Securities or prevent the Trustee or the Holder from exercising all rights, powers and remedies otherwise permitted by applicable law or under this Indenture upon a
default or Event of Default under this Indenture, all subject to the rights of the holders of the Senior Indebtedness to remove cash, securities or other property otherwise payable or deliverable to the Holders. 
  
 (g) Senior Indebtedness shall not be deemed to have been
paid in full unless the holders of this Indenture shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. Upon the payment in full of all Senior Indebtedness, the Holders of Securities
of each series shall be subrogated to all rights of any holders of Senior Indebtedness to receive any further payment or distributions applicable to the Senior Indebtedness until the indebtedness evidenced by the Securities of such series shall have
been paid in full and such payments or distributions received by such Holders, by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Indebtedness, shall, as between
the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, and such Holders, on the other hand, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of the Securities of
such series. 
  
 (h) The provisions of this
Section 15.1 shall not impair any rights, interests, remedies or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. 
  
 (i) The securing of any obligations of the Company,
otherwise ranking on a parity with the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities. 
  

	Section	15.2 Reliance on Certificate of Liquidating Agent; Further Evidence as to Ownership of Senior Indebtedness. 

  
 Upon any payment or distribution of assets of the Company, the Trustee and
the Holders shall be entitled to rely upon an order or decree issued by any court of competent jurisdiction in which such dissolution or winding up or liquidation or reorganization or arrangement proceedings are pending or upon a certificate of the
bankruptcy trustee, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount of this Indenture or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article
XV. In the absence of any such bankruptcy trustee, receiver, assignee or other Person, the Trustee shall be entitled to rely upon written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative
on behalf of such holder) as evidence that such Person is a holder of Senior Indebtedness (or is such a trustee or representative). If the Trustee determines, in good faith, that further 

  

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evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distributions pursuant to
this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, as to the extent to which such Person is entitled to participate in
such payment or distribution, and to other facts pertinent to the rights of such Person under this Article XV, 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	15.3 Payment Permitted If No Default. 

  
 Nothing contained in this Article XV or elsewhere in this Indenture, or in any of the Securities, shall prevent (a) the Company at any time, except during
the pendency of any default with respect to Senior Indebtedness described in Section 15.1(b) or Section 15.1(c) above or of any of the events described in Section 15.1(d) above, from making payments of the principal of or interest, if any, on the
Securities, or (b) the application by the Trustee or any paying agent of any moneys deposited with it under this Indenture to payments of the principal of or interest, if any, on the Securities, if, at the time of such deposit, the Trustee or such
paying agent, as the case may be, did not have the written notice provided for in Section 15.5 below of any event prohibiting the making of such deposit, or if, at the time of such deposit (whether or not in trust) by the Company with the Trustee or
paying agent (other than the Company) such payment would not have been prohibited by the provisions of this Article XV, and the Trustee or any paying agent shall not be affected by any notice to the contrary received by it on or after such date.

  

	Section	15.4 Disputes with Holders of Certain Senior Indebtedness. 

  
 Any failure by the Company to make any payment on or under any Senior Indebtedness, other than any Senior Indebtedness as to which the provisions of this
Section 15.4 shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such Senior Indebtedness, shall not be deemed a default under Section 15.1 above if (i) the
Company shall be disputing its obligation to make such payment or perform such obligation, and (ii) either (A) no final judgment relating to such dispute shall have been issued against the Company which is in full force and effect and is not subject
to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review, or (B) if a judgment that is subject to further review or appeal has been issued, the
Company shall in good faith be prosecuting an appeal or other proceeding for review, and a stay of execution shall have been obtained pending such appeal or review. 
  

	Section	15.5 Trustee Not Charged with Knowledge of Prohibition. 

  
 Anything in this Article XV or elsewhere in this Indenture contained to the contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any payment of moneys to or by the Trustee and shall be entitled to assume conclusively that no such facts exist and that no event specified in clauses (b) and (c) of Section


  

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15.1 above has happened unless and until the Trustee shall have received an Officers’ Certificate to the effect or notice in writing to that effect
signed by or on behalf of the holder or holders, or the representatives, of Senior Indebtedness who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or holders or
representatives or from any trustee under any indenture pursuant to which such Senior Indebtedness shall be outstanding; provided, however, that, if the Trustee shall not have received the Officers’ Certificate or notice provided for in this
Section 15.5 at least three Business Days preceding the date upon which by the terms of this Indenture any moneys become payable for any purpose (including, without limitation, the payment of either the principal of or interest, if any, on any
Security), then, anything in this Indenture contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and apply the same to the purpose for which they were received and shall not be affected by
any notice to the contrary that may be received by it within three Business Days preceding such date. The Company shall give prompt written notice to the Trustee and to each paying agent of any facts that would prohibit any payment of moneys to or
by the Trustee or any paying agent, and the Trustee shall not be charged with knowledge of the curing of any default or the elimination of any other fact or condition preventing such payment or distribution unless and until the Trustee shall have
received an Officers’ Certificate to such effect. 
  

	Section	15.6 Trustee to Effectuate Subordination. 

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

	Section	15.7 Rights of Trustee as Holder of Senior Indebtedness. 

  
 The Trustee shall be entitled to all the rights set forth in this Article XV with respect to any Senior Indebtedness which may at the time be held by it,
to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.7 above. 
  

	Section	15.8 Article Applicable to Paying Agents. 

  
 In case at any time any paying agent other than the Trustee shall have been appointed by the Company and be then acting under this Indenture, the term
“Trustee” as used in this Article XV shall in such case (unless the context shall otherwise require) be construed as extending to and including such paying agent within its meaning as fully for all intents and purposes as if the paying
agent were named in this Article Fifteen in addition to or in place of the Trustee; provided, however, that Sections 15.5 and 15.7 above shall not apply to the Company if it acts as paying agent. 
  

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	Section	15.9 Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior Indebtedness. 

  
 No right of any present or future holders of any Senior Indebtedness to
enforce subordination as in this Indenture provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge of this Indenture which any such holder may have or be otherwise charged with. The holders of Senior Indebtedness, may at any time
or from time to time and in their absolute direction, change the manner, place or terms of payment, change or extend the time of payment of, or renew or alter, any such Senior Indebtedness, or amend or supplement any instrument pursuant to which any
such Senior Indebtedness is issued or by which it may be secured, or release any security therefor, or exercise or refrain from exercising any other of their rights under such Senior Indebtedness, including, without limitation, the waiver of default
under this Indenture, all without notice to or assent from the Holders of the Securities or the Trustee and without affecting the obligations of the Company, the Trustee or the Holders of Securities under this Article XV. 
  

	Section	15.10 Trustee Not Fiduciary for Holders of Senior Indebtedness. 

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

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

			
	 HUGHES SUPPLY, INC.,
 as
Issuer

		
	By:	 	 
	 Name:
	 	  


	 Title:
	 	  


	                                       
                                        
      ,

	 as Trustee



  

			
		
	By:	 	 
	 Name:
	 	  


	 Title:
	 	  




  

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