exv4w3



 






EXHIBIT 4.3




GOLDEN WEST FINANCIAL CORPORATION




TO




DEUTSCHE BANK TRUST COMPANY AMERICAS




TRUSTEE




SENIOR DEBT INDENTURE




DATED AS OF DECEMBER 1, 2005




 









 





GOLDEN WEST FINANCIAL CORPORATION




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of December 1, 2005




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	Section 310
	 	(a)(1)	 	609
	 
	 	(a)(2)	 	609
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(a)(5)	 	609
	 
	 	(b)	 	608, 610
	 
	 	(c)	 	Not Applicable
	Section 311
	 	(a)	 	613(a)
	 
	 	(b)	 	613(b)
	 
	 	(b)(2)	 	703(a)(3), 703(b)
	Section 312
	 	(a)	 	701, 702(a)
	 
	 	(b)	 	702(b)
	 
	 	(c)	 	702(c)
	Section 313
	 	(a)	 	703(a)
	 
	 	(b)	 	703(b)
	 
	 	(c)	 	703(c)
	 
	 	(d)	 	703(d)
	Section 314
	 	(a)	 	704
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	102
	 
	 	(c)(2)	 	102
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	102
	Section 315
	 	(a)	 	601(a)
	 
	 	(b)	 	602, 703(a)(7)
	 
	 	(c)	 	601(b)
	 
	 	(d)	 	601(c)
	 
	 	(d)(1)	 	601(a)(1)
	 
	 	(d)(2)	 	601(c)(2)
	 
	 	(d)(3)	 	601(c)(3)
	 
	 	(e)	 	514
	Section 316
	 	(a)	 	101
	 
	 	(a)(1)(A)	 	104(f), 502, 512
	 
	 	(a)(1)(B)	 	104(f), 513
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	508
	 
	 	(c)	 	104(f)
	Section 317
	 	(a)(1)	 	503
	 
	 	(a)(2)	 	504






 









 






	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	 	(b)	 	1003
	Section 318
	 	(a)	 	108
	 
	 	(c)	 	108






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



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE One	 	Definitions and Other Provisions of General Application
	 	 	1	 
	Section 101.	 	Definitions
	 	 	1	 
	Section 102.	 	Compliance Certificates and Opinions
	 	 	8	 
	Section 103.	 	Form of Documents Delivered to Trustee
	 	 	9	 
	Section 104.	 	Acts of Holders
	 	 	10	 
	Section 105.	 	Notices, Etc., to Trustee and Company
	 	 	11	 
	Section 106.	 	Notice to Holders of Securities; Waiver
	 	 	12	 
	Section 107.	 	Language of Notices, Etc.
	 	 	12	 
	Section 108.	 	Conflict with Trust Indenture Act
	 	 	13	 
	Section 109.	 	Effect of Headings and Table of Contents
	 	 	13	 
	Section 110.	 	Successors and Assigns
	 	 	13	 
	Section 111.	 	Separability Clause
	 	 	13	 
	Section 112.	 	Benefits of Indenture
	 	 	13	 
	Section 113.	 	Governing Law
	 	 	13	 
	Section 114.	 	Legal Holidays
	 	 	13	 
	ARTICLE Two	 	Security Forms
	 	 	14	 
	Section 201.	 	Forms Generally
	 	 	14	 
	Section 202.	 	Form of Trustee’s Certificate of Authentication
	 	 	15	 
	Section 203.	 	Securities in Global Form
	 	 	15	 
	ARTICLE Three	 	The Securities
	 	 	16	 
	Section 301.	 	Amount Unlimited; Issuable in Series
	 	 	16	 
	Section 302.	 	Denominations
	 	 	18	 
	Section 303.	 	Execution, Authentication, Delivery and Dating
	 	 	18	 
	Section 304.	 	Temporary Securities; Exchange of Temporary Securities
	 	 	20	 
	Section 305.	 	Registration, Registration of Transfer and Exchange
	 	 	22	 
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities and Coupons
	 	 	25	 
	Section 307.	 	Payment of Interest; Interest Rights Preserved
	 	 	26	 
	Section 308.	 	Persons Deemed Owners
	 	 	28	 
	Section 309.	 	Cancellation
	 	 	28	 
	Section 310.	 	Computation of Interest
	 	 	29	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE Four	 	Satisfaction and Discharge
	 	 	29	 
	Section 401.	 	Satisfaction and Discharge of Indenture
	 	 	29	 
	Section 402.	 	Application of Trust Money
	 	 	30	 
	ARTICLE Five	 	Remedies
	 	 	31	 
	Section 501.	 	Events of Default
	 	 	31	 
	Section 502.	 	Acceleration of Maturity, Rescission and Annulment
	 	 	32	 
	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	33	 
	Section 504.	 	Trustee May File Proofs of Claim
	 	 	34	 
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities or
Coupons
	 	 	35	 
	Section 506.	 	Application of Money or Property Collected
	 	 	35	 
	Section 507.	 	Limitation on Suits
	 	 	36	 
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and
Interest
	 	 	37	 
	Section 509.	 	Restoration of Rights and Remedies
	 	 	37	 
	Section 510.	 	Rights and Remedies Cumulative
	 	 	38	 
	Section 511.	 	Delay or Omission Not Waiver
	 	 	38	 
	Section 512.	 	Control by Holders of Securities
	 	 	38	 
	Section 513.	 	Waiver of Past Defaults
	 	 	38	 
	Section 514.	 	Undertaking for Costs
	 	 	39	 
	Section 515.	 	Waiver of Stay, Extension or Usury Laws
	 	 	39	 
	ARTICLE Six	 	The Trustee
	 	 	40	 
	Section 601.	 	Certain Duties and Responsibilities
	 	 	40	 
	Section 602.	 	Notice of Defaults
	 	 	41	 
	Section 603.	 	Certain Rights of Trustee
	 	 	41	 
	Section 604.	 	Not Responsible for Recitals or Issuance of Securities
	 	 	42	 
	Section 605.	 	May Hold Securities
	 	 	43	 
	Section 606.	 	Money Held in Trust
	 	 	43	 
	Section 607.	 	Compensation and Reimbursement
	 	 	43	 
	Section 608.	 	Disqualification; Conflicting Interests
	 	 	44	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 609.	 	Corporate Trustee Required; Eligibility
	 	 	49	 
	Section 610.	 	Resignation and Removal; Appointment of Successor
	 	 	50	 
	Section 611.	 	Acceptance of Appointment by Successor
	 	 	52	 
	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	53	 
	Section 613.	 	Preferential Collection of Claims Against Company
	 	 	53	 
	Section 614.	 	Appointment of Authenticating Agent
	 	 	56	 
	ARTICLE Seven	 	Holders’ Lists and Reports by Trustee and Company
	 	 	58	 
	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	58	 
	Section 702.	 	Preservation of Information; Communications to Holders
	 	 	59	 
	Section 703.	 	Reports by Trustee
	 	 	60	 
	Section 704.	 	Reports by Company
	 	 	61	 
	ARTICLE Eight	 	Consolidation, Merger, Conveyance or Transfer
	 	 	62	 
	Section 801.	 	Company May Consolidate, etc., Only on Certain Terms
	 	 	62	 
	Section 802.	 	Successor Substituted
	 	 	63	 
	ARTICLE Nine	 	Supplemental Indentures
	 	 	63	 
	Section 901.	 	Supplemental Indentures Without Consent of Holders
	 	 	63	 
	Section 902.	 	Supplemental Indentures with Consent of Holders
	 	 	65	 
	Section 903.	 	Execution of Supplemental Indentures
	 	 	66	 
	Section 904.	 	Effect of Supplemental Indentures
	 	 	66	 
	Section 905.	 	Conformity with Trust Indenture Act
	 	 	66	 
	Section 906.	 	Reference in Securities to Supplemental Indentures
	 	 	66	 
	ARTICLE Ten	 	Covenants
	 	 	67	 
	Section 1001.	 	Payment of Principal, Premium and Interest
	 	 	67	 
	Section 1002.	 	Maintenance of Office or Agency
	 	 	67	 
	Section 1003.	 	Money for Securities Payments to Be Held in Trust
	 	 	68	 
	Section 1004.	 	Officers’ Certificate
	 	 	69	 
	Section 1005.	 	Additional Amounts
	 	 	70	 
	Section 1006.	 	Existence
	 	 	71	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1007.	 	Limitation on Disposition of Voting Stock of World
FSB and World (Texas)
	 	 	71	 
	Section 1008.	 	Limitation on Creation of Certain Liens
	 	 	72	 
	Section 1009.	 	Waiver of Certain Covenants
	 	 	72	 
	ARTICLE Eleven	 	Redemption of Securities
	 	 	73	 
	Section 1101.	 	Applicability of Article
	 	 	73	 
	Section 1102.	 	Election to Redeem; Notice to Trustee
	 	 	73	 
	Section 1103.	 	Selection by Trustee of Securities to Be Redeemed
	 	 	73	 
	Section 1104.	 	Notice of Redemption
	 	 	74	 
	Section 1105.	 	Deposit of Redemption Price
	 	 	74	 
	Section 1106.	 	Securities Payable on Redemption Date
	 	 	75	 
	Section 1107.	 	Securities Redeemed in Part
	 	 	75	 
	ARTICLE Twelve	 	Sinking Funds
	 	 	76	 
	Section 1201.	 	Applicability of Article
	 	 	76	 
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	76	 
	Section 1203.	 	Redemption of Securities for Sinking Fund
	 	 	76	 
	ARTICLE Thirteen	 	Meetings of Holders of Securities
	 	 	77	 
	Section 1301.	 	Purposes for Which Meetings May Be Called
	 	 	77	 
	Section 1302.	 	Call, Notice and Place of Meetings
	 	 	77	 
	Section 1303.	 	Persons Entitled to Vote at Meetings
	 	 	77	 
	Section 1304.	 	Quorum; Action
	 	 	78	 
	Section 1305.	 	Determination of Voting Rights; Conduct and
Adjournment of Meetings
	 	 	79	 
	Section 1306.	 	Counting Votes and Recording Action of Meetings
	 	 	79	 
	ARTICLE Fourteen	 	Defeasance and Covenant Defeasance
	 	 	80	 
	Section 1401.	 	Applicability of Article; Company’s Option to Effect
Defeasance and Covenant Defeasance
	 	 	80	 
	Section 1402.	 	Defeasance and Discharge
	 	 	80	 
	Section 1403.	 	Covenant Defeasance
	 	 	81	 
	Section 1404.	 	Conditions to Defeasance and Covenant Defeasance
	 	 	81	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1405.	 	Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions
	 	 	82	 
	Section 1406.	 	Reinstatement.
	 	 	83	 
	ARTICLE Fifteen	 	[Reserved]
	 	 	83	 
	ARTICLE Sixteen	 	Repayment at the Option of Securityholders
	 	 	84	 
	Section 1601.	 	Applicability of Article
	 	 	84	 
	Section 1602.	 	Repayment of Securities
	 	 	84	 
	Section 1603.	 	Exercise of Option; Notice
	 	 	84	 
	Section 1604.	 	Securities Payable on the Repayment Date
	 	 	85	 
	ARTICLE Seventeen	 	Immunity of Incorporators, Stockholders, Officers and Directors
	 	 	86	 
	Section 1701.	 	Exemption from Individual Liability
	 	 	86	 





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





 -v- 




 









 








            INDENTURE, dated as of December 1, 2005, between Golden West Financial Corporation, a
corporation duly organized and existing under the laws of the State of Delaware (herein called the
“Company”), having its principal office at 1901 Harrison Street, Oakland, California 94612, and
Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the
“Trustee”).



RECITALS OF THE COMPANY




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



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



            NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




Definitions and Other Provisions

of General Application




      Section 101. Definitions.



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




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




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




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States of
America, and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder shall
mean such accounting principles as are generally accepted in the United States of America at
the date of such computation; and



 









 






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




     (5) Certain terms, used principally in Article Six, are defined in that Article.



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



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



            “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.



            “Authorized Newspaper” means a newspaper, in the English language or in an official language
of the country of publication, customarily published on each Business Day, whether or not published
on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be made in the same
or in different newspapers in the same city meeting the foregoing requirements and in each case on
any Business Day.



            “Bearer Security” means any Security established pursuant to Section 201 which is payable to
bearer including, without limitation, unless the context otherwise indicates, a Security in global
bearer form.



            “Board of Directors” means the board of directors of the Company, the executive committee or
any other committee of such board duly authorized to act hereunder.



            “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”, means, unless otherwise specified pursuant to Section 301 with respect to the
Securities of any series, any day, other than a Saturday or Sunday, that is not a day on which
banking institutions are authorized or required by law, regulation or executive order to close in
The City of New York, or, when used with respect to any Place of Payment or any other particular
location referred to in this Indenture or in the Securities, means any day, other than a Saturday
or Sunday that is not a day on which banking institutions in that Place of Payment or other
location, as the case may be, are authorized or required by law, regulation or executive order to
close.



            “Clearstream” means Clearstream Banking, S.A.



2









 





            “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time.



            “Common Depositary” has the meaning specified in Section 304.



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



            “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by its Chairman of the Board, Vice Chairman, Chief Executive Officer,
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.



            “Consolidated Assets” means all assets owned directly by the Company or indirectly by the
Company through any Subsidiary and reflected on the Company’s consolidated balance sheet prepared
in accordance with generally accepted accounting principles.



            “Controlled Subsidiary” means a Subsidiary if at least 80% of the issued and outstanding
shares of its Voting Stock is owned by the Company or by one or more Controlled Subsidiaries of the
Company or by the Company and one or more Controlled Subsidiaries of the Company, provided,
however, that if any such Voting Stock is owned by any Controlled Subsidiaries, the Company must
own, directly or indirectly through such Controlled Subsidiaries, in the aggregate at least 80% of
the issued and outstanding Voting Stock.



            “Corporate Trust Office” means the principal office of the Trustee in New York, New York, at
which at any particular time its corporate trust business shall be administered, which office at
the date of original execution of this Indenture is located at 60 Wall Street, New York, New York
10005, Attention: Corporate Trust and Agency Services or at any other time at such other address
as the Trustee may designate from time to time by notice to the Holders.



            “corporation” means, except as used in Section 801(1), a corporation, association, company,
joint-stock company or business trust.



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



            “Default” means any Event of Default or any event that, after notice or lapse of time or both,
would become an Event of Default.



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



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



3









 





            “Equivalent Principal Terms” has the meaning specified in Section 1102.



            “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.



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



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



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



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



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



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



            “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein or herein provided,
whether at the Stated Maturity or by declaration of acceleration, call for redemption, exercise of
option for repayment or otherwise.



            “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman, Chief Executive Officer, the President or a Vice President, and by the Treasurer, an
Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee. Each such Officers’ Certificate shall
contain the statements set forth in Section 102.



            “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be counsel for the Company. Each such Opinion of Counsel
shall contain the statements set forth in Section 102.



            “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502.



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



4









 






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




          (ii) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust
(except pursuant to Article Fourteen) 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 and
any coupons thereto appertaining; provided that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and




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


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities of any one or more series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is
present at a meeting of Holders of Securities (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of a Security denominated in a
foreign currency or a composite currency shall be the U.S. dollar equivalent, determined on the
date of original issuance of such Security by the Company in good faith, of the principal amount of
such Security (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent,
determined on the date of original issuance of such Security, of the amount determined as provided
in (i) above), of such Security, and (iii) 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 or upon any such determination as to the presence of a quorum, only Securities which a
Responsible Officer in the Corporate Trust Office of 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 any
premium, interest or additional amounts on any Securities on behalf of the Company.



5









 





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



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



            “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated,
destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed,
lost or stolen coupon appertains, as the case may be.



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



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



            “Registered Security” means any Security established pursuant to Section 201 which is
registered in the Security Register, including, without limitation, unless the context otherwise
indicates, a Security in global form.



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



            “Repayment Date”, when used with respect to any Security to be repaid upon exercise of an
option for repayment by the Holder, means the date fixed for such repayment by or pursuant to this
Indenture.



            “Repayment Price”, when used with respect to any Security to be repaid upon exercise of an
option for repayment by the Holder, means the price at which it is to be repaid pursuant to this
Indenture.



            “Responsible Officer”, when used with respect to the Trustee, shall mean any officer within
the Corporate Trust Office including any managing director, director, vice president, assistant
vice president, associate, assistant secretary or assistant treasurer or any other officer of the
Trustee customarily performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of this Indenture, and also means,
with respect to a particular matter, any other officer to whom such matter is referred because of
such officer’s 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” has the meaning specified in Section 305.



            “Security Registrar” means the Person appointed by the Company to register Registered
Securities and transfers of Registered Securities as provided in Section 305 and Section 1002.



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



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



            “Subsidiary” means a corporation or other entity a majority of the outstanding Voting Stock of
which is owned, directly or indirectly, by the Company or by one or more Subsidiaries, or by the
Company and one or more Subsidiaries.



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



            “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at the
date as of which this instrument was executed, except as provided in Section 905.



            “United States” means the United States of America (including the States and the District of
Columbia) and its possessions.



            “United States Alien” means any Person who, for United States federal income tax purposes, is
a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.



            “United States Person” means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the United States and an
estate or trust the income of which is subject to United States federal income taxation regardless
of its source.



            “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



7









 




of the United States of America the payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either case are not callable
or redeemable at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation
or a specific payment of 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 from any amount received 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”.



            “Voting Stock” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated) in the equity interests of such Person,
including, without limitation, capital stock, partnership interests and limited liability company
interests, in each case having voting power for the election of, or to appoint or approve the
appointment of, the directors, trustees or other persons holding similar positions or other
governing body of such Person, whether at all times or only so long as no senior class of stock or
other equity interests has such voting power because of default in dividends or other default.



            “World FSB” means World Savings Bank, FSB, a federally chartered savings bank, and any Person
that shall, after the date of this Indenture, succeed (whether by merger, consolidation, sale of
assets or otherwise and whether in one or more transactions or in successive transactions) to all
or a substantial part of the business or assets of World Savings Bank, FSB, it being understood
that, in the case of any such successor, all references in this Indenture to World FSB refer to
both World Savings Bank, FSB and/or such successor, as the context shall require.



            “World (Texas)” means World Savings Bank, FSB (Texas), a federally chartered savings bank, and
any Person that shall, after the date of this Indenture, succeed (whether by merger, consolidation,
sale of assets or otherwise and whether in one or more transactions or in successive transactions)
to all or a substantial part of the business or assets of World Savings Bank, FSB (Texas), it being
understood that, in the case of any such successor, all references in this Indenture to World
(Texas) refer to both World Savings Bank, FSB (Texas) and/or such successor, as the context shall
require.



      Section 102. Compliance Certificates and Opinions.



            Except as otherwise expressly provided by this Indenture, upon any application or request by
the Company to the Trustee to take any action or refrain from taking any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that
all conditions precedent or covenants, 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 or covenants, if any, have been complied



8









 




with, except that in the case of any such application or request as to which the furnishing of
such documents is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be furnished.




            Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than certificates provided pursuant to Section 704(4)) shall include:




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




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




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




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



      Section 103. Form of Documents Delivered to Trustee.



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



            Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion 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. An
officer of the Company who signs any certificate or opinion shall be identified by the position(s)
he or she holds at the Company that are relevant to such certificate or opinion, and the
certificate or opinion may, but need not, identify every position such officer holds at the
Company.



            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. Each party agrees to accept a consolidated
instrument produced by the other party, as long as the consolidated instrument gives



9









 




the recipient substantively the same assurances the recipient would have obtained if
individual instruments were used.




      Section 104. Acts of Holders.



            (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor and terms signed by such Holders in person or by
agent duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this
Indenture to be given or taken by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor thereof, either in
person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such
series duly called and held in accordance with the provisions of Article Thirteen, or a combination
of such instruments and any such record. Except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments or record or both are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments and so
voting at any such meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1306.



            Without limiting the generality of this Section 104, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a depositary that is (or whose nominee is) a Holder of a
global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture or the Securities to be made, given or taken by Holders, and a
depositary that is (or whose nominee is) a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security through such depositary’s
standing instructions and customary practices.



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



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



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



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



            (f) The Company may set a record date for purposes of determining the identity of Holders of
Registered Securities of any series entitled to vote or consent to any action by vote or consent
authorized or permitted by Sections 512, 513 or 902. Such record date shall be the later of 30
days prior to the first solicitation of such consent or the date of the most recent list of Holders
of such Securities furnished to the Trustee pursuant to Section 701 prior to such solicitation.



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



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




     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust and Agency Services, with a copy to
Deutsche Bank National Trust Company, Global Transaction Banking Trust & Securities
Services, 25 DeForest Avenue, MS: 01-0105, Summit, New Jersey 07901, or




     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid (or by overnight delivery), to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument, to the attention
of its Secretary, or at any other address previously furnished in writing to the Trustee by
the Company.



11









 





      Section 106. Notice to Holders of Securities; Waiver.



            Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of Securities of any event,




     (1) such notice shall be sufficiently given to Holders of Registered Securities if in
writing and mailed, first-class postage prepaid, to each Holder of a Registered Security
affected by such event, at the address of such Holder 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; and




     (2) such notice shall be sufficiently given to Holders of Bearer Securities if
published on a Business Day in an Authorized Newspaper in The City of New York and in such
other city or cities as may be specified in such Securities, at least twice, each such
publication to be not earlier than the earliest date, and not later than the latest date,
prescribed for the giving of such notice.



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



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



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



      Section 107. Language of Notices, Etc.



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



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      Section 108. Conflict with Trust Indenture Act.



            If any provision hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) of
the Trust Indenture Act, the duties imposed upon the Trustee by the Trust Indenture Act will
control. The parties hereto further agree that in the case of any duty of the Trustee detailed
herein that relates to a specific subject matter covered by the Trust Indenture Act and is set
forth herein in a different manner than in the Trust Indenture Act (which manner does not limit,
qualify or conflict with the duties imposed by the Trust Indenture Act but is susceptible to the
interpretation that it imposes an additional duty on the Trustee), the Trustee shall only be
required to comply with the requirements of the Trust Indenture Act with respect to that particular
subject matter and shall have no additional contractual duties.



      Section 109. Effect of Headings and Table of Contents.



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



      Section 110. 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 111. Separability Clause.



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



      Section 112. Benefits of Indenture.



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



      Section 113. Governing Law.



            This Indenture and the Securities and coupons shall be governed by and construed in accordance
with the laws of the State of California except that the rights, duties, privileges and immunities
of the Trustee shall be governed by the laws of the State of New York.



      Section 114. Legal Holidays.



            Except as specified pursuant to Section 301 with respect to the Securities of any series, in
any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment for that Security, then
(notwithstanding any other provision of this Indenture or of the Securities or



13









 




coupons other than a provision in the Securities of any series or in the Officers’
Certificate, Board Resolution or supplemental indenture establishing the terms of the Securities of
such series pursuant to Section 301 which specifically states that such provision shall apply in
lieu of this Section) payment of interest or principal and any premium need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or
Repayment Date, or at the Stated Maturity, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date, Repayment Date
or Stated Maturity, as the case may be.




ARTICLE TWO




Security Forms




      Section 201. Forms Generally.



            The Registered Securities, if any, of each series and the Bearer Securities, if any, of each
series and related coupons shall be in such form (including temporary or permanent global form) as
shall be established by or pursuant to a Board Resolution and set forth in, or determined in the
manner provided in, an Officers’ Certificate or established 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 or coupons, as evidenced by their execution of the
Securities or coupons. Any such legends or endorsements placed on such Securities by the Company
after the execution of the Securities or coupons shall be delivered in writing to the Trustee by
the Company. If temporary Securities of any series are issued in global form as permitted by
Section 304, the form thereof shall be established as provided in the second preceding sentence.
If the forms of Securities or coupons of any 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 Company Order contemplated by Section 303 for the authentication and delivery of
such Securities (or any such temporary global Security) or coupons; provided, however, that if the
Secretary or Assistant Secretary of the Company is a signatory to an Officers’ Certificate
delivered pursuant to this Section 201, then a separate certification by the Secretary or Assistant
Secretary of the Company shall not be required.



            Unless otherwise specified as contemplated by Section 301, Bearer Securities other than Bearer
Securities in temporary or permanent global form shall have interest coupons attached.



            The definitive Securities and coupons, if any, shall be 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 or coupons.



14









 





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



            The Trustee’s certificate of authentication shall be in substantially the following form:



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



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




      Section 203. Securities in Global Form.



            If Securities of a series are issuable in global form, as specified by Section 301, then,
notwithstanding clause (10) of Section 301 and the provisions of Section 302, any such Security
shall represent such of the Outstanding Securities of such series as shall be specified therein 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 or increased to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and upon written
instructions given by such Person or Persons as shall be specified therein, in the Officers’
Certificate establishing the terms of the Securities of such series pursuant to Section 301 or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject
to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in global form in the manner and upon written instructions given by the
Person or Persons specified therein, in the Officers’ Certificate establishing the terms of the
Securities of such series pursuant to Section 301 or in the applicable Company Order. If a Company
Order pursuant to Section 303 or Section 304 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 102 and need not be accompanied by
an Opinion of Counsel.



            The provisions of the last sentence of Section 303 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 102 and need not be accompanied by an Opinion of Counsel) with regard to
the reduction in the principal amount of Securities represented thereby, together with the written
statement contemplated by the last sentence of Section 303.



15









 





ARTICLE THREE




The Securities




      Section 301. Amount Unlimited; Issuable in Series.



            The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.



            The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and set forth, or determined in the manner provided, in an Officers’
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series:




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




     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1603 and except for
any Securities which, pursuant to Section 303, are deemed never to have been authenticated
and delivered hereunder); provided that, unless otherwise expressly provided pursuant to
this Section 301 with respect to the Securities of the series, the Company may “reopen” the
series and issue additional Securities of the series from time to time without the consent
of the Holders of any Securities of such series, except that such series may not be
“reopened” if the Company shall have effected defeasance with respect to the Securities of
such series pursuant to Article Fourteen hereof;




     (3) whether Securities of the series are to be issuable as Registered Securities,
Bearer Securities or both, whether Securities of the series are to be issuable with or
without coupons or both, whether any Securities of the series are to be issuable initially
in temporary global form and whether any Securities of the series are to be issuable in
permanent global form and the circumstances under which such Securities may be issued,
delivered or exchanged, if other than in the manner provided in this Article Three, and the
name of any Common Depositary, or depositary, as the case may be, for such global Security;




     (4) (i) the manner in which or the Person to whom any interest on any Registered
Security of the series shall be payable, if other than 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, (ii) the manner in which, or the Person to whom,
any interest on any Bearer Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they severally mature, and
(iii) the extent to which, or the manner in which, any interest payable on a global Security
will be paid in any case if other than in the manner provided in this Article Three or
Section 1002;



16









 






     (5) the date or dates on which the principal of the Securities of the series is
payable;




     (6) the rate or rates at which the Securities of the series shall bear interest, if
any, or the formula pursuant to which such rate or rates shall be determined, the date or
dates from which any such interest shall accrue, the Interest Payment Dates on which any
such interest shall be payable and the Regular Record Date for any interest payable on any
Registered Securities on any Interest Payment Date;




     (7) each Place of Payment for the Securities of the series and the place or places
where, subject to the provisions of Sections 1002 and 114, the principal of and any premium
and interest on Securities of the series shall be payable, any Registered Securities of the
series may be surrendered for registration of transfer, Securities of the series may be
surrendered for exchange, notices and demands to or upon the Company in respect of the
Securities of the series and this Indenture may be served and where notice to Holders
pursuant to Section 106 will be published;




     (8) the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the
option of the Company and/or repaid in whole or in part, at the option of the Holders;




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




     (10) the denominations in which any Registered Securities of the series shall be
issuable, if other than the denominations provided in Section 302, and the denomination or
denominations in which any Bearer Securities of the series shall be issuable, if other than
the denominations provided in Section 302;




     (11) the currency or currencies, including composite currencies, in which payment of
the principal of and any premium and interest on the Securities of the series shall be
payable if other than Dollars and, if applicable, the agency or organization responsible for
overseeing such composite currency and other terms and conditions with respect thereto;




     (12) if the principal of and any premium or interest on the Securities of the series
are to be payable, at the election of the Company or a Holder thereof, in a currency or
currencies, including composite currencies, other than that or those in which the Securities
are stated to be payable, the currency or currencies in which payment of the principal of
and any premium and interest on Securities of such series as to which such election is made
shall be payable, and the periods within which and the terms and conditions upon which such
election is to be made;



17









 






     (13) if the amount of payments of principal of and any premium or interest on the
Securities of the series may be determined with reference to an index, the manner in which
such amounts shall be determined;




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




     (15) if either or both of Section 1402 or Section 1403 shall not apply to the
Securities of the series;




     (16) the Person who shall be the Security Registrar, if other than the Trustee, the
Person who shall be the initial Paying Agent and the Person who shall be the initial Common
Depositary or the depositary, as the case may be, and any provisions for the appointment of
a successor Common Depositary or depositary; and




     (17) any other terms of the Securities of such series and any deletions from or
modifications, amendments or additions to this Indenture in respect of such Securities,
which deletions, amendments, modifications and additions need not be consistent with the
other provisions of this Indenture but which deletions, amendments, modifications or
additions shall be applicable only with respect to the Securities of such series.



            All Securities of any one series, and the coupons appertaining to any Bearer Securities of
such series, shall be substantially identical except, in the case of Registered Securities, as to
denomination and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and (subject to Section 303) set forth in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto.



            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 Officers’ Certificate setting forth the terms of the series; provided, however, that if the
Secretary or Assistant Secretary of the Company is a signatory to the Officers’ Certificate
delivered pursuant to this Section 301, then a separate certificate by the Secretary or Assistant
Secretary of the Company shall not be required.



      Section 302. Denominations.



            Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any Registered Securities of a series shall be issuable in denominations of $1,000 and
any integral multiple thereof and any Bearer Securities of a series shall be issuable in the
denomination of $5,000.



      Section 303. Execution, Authentication, Delivery and Dating.



            The Securities shall be executed on behalf of the Company by its Chairman of the Board, Vice
Chairman, Chief Executive Officer, President or a Vice President, under its corporate seal (or a
facsimile thereof) reproduced thereon attested by its Secretary or an Assistant



18









 




Secretary. The signature of any of these officers on the Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer
of the Company.




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



            At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, together with any coupons appertaining thereto,
executed by the Company 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 deliver such Securities; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to
any location in the United States; and provided, further, that, a Bearer Security
other than a temporary global Bearer Security may be delivered in connection with its original
issuance only if the Company or its agent shall have received the certification required pursuant
to Section 304 relating to the exchange of the temporary global Security for definitive Bearer
Securities, unless the certification shall have been provided earlier pursuant to Section 304
relating to the payment of interest, and only if the Company has no reason to know that the
certification is false. Except as permitted by Section 306, the Trustee shall not authenticate and
deliver any Bearer Security unless all appurtenant coupons for interest then matured have been
detached and cancelled.



            If the forms or terms of the Securities of the series and any related coupons have been
established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating:



            (a) if the forms of such Securities and any coupons have been established by or pursuant to
Board Resolution as permitted by Section 201, that such forms have been established in conformity
with the provisions of this Indenture;



            (b) if the terms of such Securities and any coupons have been established by or pursuant to
Board Resolution as permitted by Section 301, that such terms have been established in conformity
with the provisions of this Indenture; and



            (c) that such Securities, together with any coupons appertaining thereto, when authenticated
and delivered by the Trustee and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to or affecting the
enforcement of creditors’ rights and to general equity principles.



19









 




If such forms or terms have been so established, the Trustee shall not be required to authenticate
such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in
a manner which is not reasonably acceptable to the Trustee.




            Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such 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.



            Each Registered Security shall be dated the date of its authentication; and each Bearer
Security shall be dated as of the date of original issuance of the first Security of such series to
be issued.



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



      Section 304. Temporary Securities; Exchange of Temporary Securities.



            Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor and terms of the definitive Securities in lieu of which
they are issued, in registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution
of such Securities. In the case of any series issuable as Bearer Securities, such temporary
Securities may be in global form.



            Except in the case of temporary Securities in global form (which shall be exchanged in
accordance with the provisions of the following paragraphs), 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



20









 




the Company maintained pursuant to Section 1002 in a Place of Payment for such series for the
purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series (accompanied by any
unmatured coupons appertaining thereto) the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like aggregate principal amount of definitive
Securities of the same series and of like tenor and terms of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered in
exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions pertaining to the original issuance of Bearer Securities set forth
in Section 303.




            Unless otherwise specified as contemplated by Section 301, if temporary Securities of any
series are issued in global form, any such temporary global Security shall be delivered to the
office of a depositary or common depositary chosen by Euroclear and Clearstream (the “Common
Depositary”), for the benefit of Euroclear and Clearstream for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may direct).



            Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such temporary global Security (the “Global Exchange Date”), the
Company shall deliver to the Trustee Securities, in aggregate principal amount equal to the
principal amount of, and with the same tenor and terms as, such temporary global Security, executed
by the Company. On or after the Global Exchange Date such temporary global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be
exchanged, in whole or from time to time in part, for such Securities, without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of Securities of the same series of authorized
denominations and of like tenor and terms as the portion of such temporary global Security to be
exchanged. The Securities to be delivered in exchange for any such temporary global Security shall
be definitive Bearer Securities, definitive Registered Securities or all or a portion of a
permanent global Security or any combination thereof, as specified as contemplated by Section 301,
and, if any combination thereof is so specified, as requested by the beneficial owner thereof;
provided, however, that, in the case of the exchange of the temporary global
Security for definitive Bearer Securities (including a permanent global Bearer Security), upon such
presentation by the Common Depositary, such temporary global Security shall be accompanied by a
certificate dated not earlier than the Global Exchange Date and signed by Euroclear as to the
portion of such temporary global Security held for its account then to be exchanged and a
certificate dated not earlier than the Global Exchange Date and signed by Clearstream as to the
portion of such temporary global Security held for its account then to be exchanged, each in the
form set forth in Exhibit A.3 to this Indenture, unless the certificate(s) shall have been provided
earlier pursuant to this Section 304 relating to the payment of interest, and provided,
further, that definitive Bearer Securities (including a permanent global Bearer Security)
shall be delivered in exchange for a portion of a temporary global Security only in compliance with
the requirements of Section 303 pertaining to the original issuance of Bearer Securities.



21









 





            The interest of a beneficial owner of Securities of a series in a temporary global Security
shall be exchanged for definitive Securities or an interest in a permanent global Security of the
same series and of like tenor and terms on or after the Global Exchange Date when the account
holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and in the case of the exchange of the temporary global Security for definitive Bearer
Securities (including a permanent global Bearer Security), unless the certificate(s) shall have
been provided earlier pursuant to this Section 304 relating to the payment of interest, the account
holder shall deliver to Euroclear or Clearstream, as the case may be, a certificate in the form set
forth in Exhibit A.1 and, if applicable, Exhibit A.2 to this Indenture, dated no earlier than 15
days prior to the Global Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such
series of Securities and each Paying Agent. Unless otherwise specified in such temporary global
Security, any such exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person does not take
delivery of such definitive Securities in person at the offices of Euroclear or Clearstream.
Definitive Securities in bearer form to be delivered in exchange for any portion of a temporary
global Security shall be delivered only outside the United States.



            Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor and terms authenticated and delivered hereunder, except that
interest payable on a temporary global Security shall be payable to Euroclear and Clearstream on
any Interest Payment Date only if there has been delivered by Euroclear and Clearstream to the
Trustee a certificate or certificates in the form set forth in Exhibit A.3 to this Indenture dated
no earlier than the first Interest Payment Date, and only if the Company has no reason to know that
the certification is false for credit without further interest on or after such Interest Payment
Date to the respective accounts of the Persons who are the beneficial owners of such temporary
global Security on such Interest Payment Date and who have each delivered to Euroclear or
Clearstream, as the case may be, a certificate in the form set forth in Exhibit A.1 and, if
applicable, Exhibit A.2 to this Indenture dated no earlier than 15 days prior to the first Interest
Payment Date.



      Section 305. Registration, Registration of Transfer and Exchange.



            The Company shall cause to be kept at an office or agency to be maintained by the Company in
accordance with Section 1002 a register (being the combined register of the Security Registrar and
all transfer agents designated pursuant to Section 1002 for the purpose of registration of transfer
of Securities and 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 Registered Securities and the registration of transfers of Registered Securities.



            Upon surrender for registration of transfer of any Registered Security of any series at the
office or agency of the Company maintained pursuant to Section 1002 for such purpose in a Place of
Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new



22









 




Registered Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor and terms.




            At the option of the Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series in any authorized denominations and of a like aggregate
principal amount and tenor and terms, upon surrender of the Securities to be exchanged at any such
office or agency. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. Bearer Securities may not be issued in exchange for Registered
Securities.



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



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



            Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any permanent global Security shall be exchangeable only as provided in this paragraph or the next
succeeding paragraph. In the case of permanent global Bearer Securities and in the case of
permanent global Registered Securities if the beneficial owners of interests in a



23









 




permanent global Registered Security are entitled to exchange such interests for Securities of
such series and of like tenor and terms and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301, 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 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 Security shall be
surrendered by the depositary (or its custodian) with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange
for each portion of such permanent global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like tenor and terms as
the portion of such permanent global Security to be exchanged which in the case of a permanent
global Bearer Security, unless the Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in
the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no definitive
Bearer Security shall be mailed or otherwise delivered to any location in the United States. If a
Registered Security 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 Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, 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.




            Notwithstanding the provisions set forth in the immediately preceding paragraph, unless
otherwise provided pursuant to Section 301 with respect to the Securities of any series, the global
Securities of any series shall be exchangeable for definitive certificated Securities of such
series if (i) the depositary for such global Securities notifies the Company that it is unwilling
or unable to continue as depositary for such global Securities or at any time such depositary
ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as
amended (or any successor thereto), if so required by applicable law or regulation, and the Company
shall not have appointed a successor depositary for such Securities within 90 days of such
notification or of the Company becoming aware of the depositary’s ceasing to be so registered, as
the case may be, (ii) the Company, in its sole discretion, determines that the global Securities of
such series shall be exchangeable for definitive certificated Securities of such series and
executes and delivers to the Trustee a Company Order to the effect that such global Securities
shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect
to the Securities of such series. If the Holders of, or beneficial owners of interests in, a
global Security are entitled to exchange such interests for definitive Securities as a result of an
event described in the preceding sentence, such exchanges shall be effected in accordance with the
provisions set forth in the immediately preceding paragraph unless otherwise provided pursuant to
Section 301. Unless otherwise provided pursuant to Section 301 with respect to the



24









 




Securities of any series, any global Security of a series that is exchangeable for definitive
certificated Securities of such series pursuant to this paragraph will be exchangeable for
definitive certificated Securities of such series registered in such name or names as the
depositary for such global Security shall instruct the Trustee in writing.




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



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



            No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1604 not involving any
transfer.



            The Company shall not be required to (i) issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before (A) if
Securities of the series are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and ending at the close of business on the day for such mailing and
(B) if Securities of the series are issuable as either Bearer Securities or Registered Securities,
the earlier of the day of the first publication of the relevant notice of redemption or the mailing
of the relevant notice of redemption and ending at the close of business on such earlier day, or
(ii) register the transfer of or exchange any Registered Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Registered Security being redeemed in part,
or (iii) exchange any Bearer Security so selected for redemption except that such a Bearer Security
may be exchanged for a Registered Security or coupon, as the case may be, of the same series and
like tenor and terms, provided that such Registered Security shall be simultaneously surrendered
for redemption.



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



            If any mutilated Security or a Security with a mutilated coupon appertaining to it 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 terms and
principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to the surrendered Security.



            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 or coupon and (ii) such security or indemnity as
may be required by them to save each of them and any agent of either of them



25









 




harmless, then, in the absence of notice of the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its written
request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and
of like tenor and terms and principal amount and bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon
appertains.




            In case any such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security or coupon; provided, however, that principal of and any
premium and interest on Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and unless otherwise
specified as contemplated by Section 301, any interest on Bearer Securities shall be payable only
upon presentation and surrender of the coupons appertaining thereto.



            Upon the issuance of any new Security under this Section, the Company may require 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 reasonable fees and expenses of the Trustee)
connected therewith.



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



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



      Section 307. Payment of Interest; Interest Rights Preserved.



            Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. Unless otherwise provided as contemplated by Section 301 with
respect to any series of Securities, at the option of the Company, payment of interest on any
Registered Security may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer to an account designated by
such Person pursuant to an arrangement that is satisfactory to the Trustee and the



26









 




Company. In the event that payments shall be made by wire transfer, the Company shall arrange
by 10:00 a.m. New York time on the Interest Payment Date for the wire transfer of money in
immediately available funds to the Trustee or Paying Agent. The Trustee shall not be responsible
or held liable for any loss resulting from a failure of the federal funds wire system or any other
occurrence beyond its control in connection with wire transfers made pursuant to this Section.




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




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered 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 Registered Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided. At the same time the
Company shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. Upon receipt of written notice of such Special Record Date from the
Company the Trustee, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered Securities of such series
at the address of such Holder as it appears in the Security Register, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on such
Special Record Date and shall no longer be payable pursuant to the following Clause (2).




     (2) The Company may make payment of any Defaulted Interest on the Registered 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 written notice given by the Company to the Trustee of
the proposed payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.



27









 





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



      Section 308. Persons Deemed Owners.



            Prior to due presentment of a Registered Security for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Registered Security for the purpose of
receiving payment of principal of and any premium and (subject to Sections 305 and 307) any
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.



            Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery. The
Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer
Security and the bearer of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.



            No owner of any beneficial interest in any global Security held on its behalf by a depositary
(or its nominee) shall have any rights under this Indenture with respect to such global Security,
and such depositary may be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the owner of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial ownership interests
of a Security issued in global form or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.



            Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any
Paying Agent or the Security Registrar from giving effect to any written certification, proxy or
other authorization furnished by the applicable depositary or its nominee, as a Holder, with
respect to a global Security or impair, as between such depositary and the owners of beneficial
interests in such global Security, the operation of customary practices governing the exercise of
the rights of such depositary (or its nominees) as the Holder of such global Security.



      Section 309. Cancellation.



            All Securities and coupons surrendered for payment, redemption, repayment, 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. All Securities and coupons so
delivered shall be promptly cancelled by the Trustee. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered



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hereunder which the Company may have acquired in any manner whatsoever and may deliver to the
Trustee (or to any Person for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, 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, except as expressly permitted by
this Indenture. All cancelled Securities and coupons held by the Trustee shall be destroyed and
the Trustee shall furnish to the Company a certificate with respect to such destruction.




      Section 310. Computation of Interest.



            Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months. Except as otherwise provided by Section 301 for the Securities of any series
or in the certificates evidencing the Securities of such series, if any principal of or premium, if
any, or interest, if any, on the Securities of such series is not paid when due then, to the extent
permitted by law, interest will accrue and be payable by the Company on such overdue principal,
premium, if any, and interest, if any, at the rate or rates prescribed therefor in such Securities
or with respect to such Securities pursuant to Section 301, as the case may be, or if no interest
rate is prescribed therefor as aforesaid, at the rate or rates of interest borne by such
Securities.



ARTICLE FOUR




Satisfaction and Discharge




      Section 401. Satisfaction and Discharge of Indenture.



            This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights expressly provided for in the last paragraph of this Section 401), and the
Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture, when




     (1) either




     (A) all Securities theretofore authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered
in exchange for Registered Securities and maturing after such exchange, whose surrender is
not required or has been waived as provided in Section 305, (ii) Securities and coupons
which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing
after the relevant Redemption Date, whose surrender has been waived as provided in Section
1106, and (iv) Securities and coupons for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 1003) have been delivered to the
Trustee for cancellation; or



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     (B) all such Securities and, in the case of (i) or (ii) below, any coupons appertaining
thereto not theretofore delivered to the Trustee for cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one year, or




     (iii) if redeemable at the option of the Company, 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 or caused to be deposited
with the Trustee as trust funds in trust for the purpose an amount in cash sufficient to pay and
discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the
Trustee for cancellation, for principal and any premium and interest to the date of such deposit
(in the case of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;





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




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



            Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607 and the penultimate paragraph of Section 1405, the
obligations of the Company to the Holders of any Securities of any series which are repayable by
the Company at the option of such Holders in accordance with Article Sixteen, the provisions of
Sections 304, 305, 306, 307, 1002, 1003 and 1005 and the payment obligations to any Authenticating
Agent under Section 614 shall survive and, if money shall have been deposited with the Trustee
pursuant to Clause (1)(B) of this Section, the provisions of Section 402, the rights of Holders of
Outstanding Securities to receive, from the trust funds described in this Section and as more fully
provided in Section 402, payments in respect of the principal of and any premium and interest on
such Securities when such payments are due, the other provisions of this Article Four and, if
applicable, the provisions of Article Eleven, shall also survive.



      Section 402. Application of Trust Money.



            Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any



30









 




premium and interest for whose payment such money has been deposited with the Trustee; but
such money need not be segregated from other funds except to the extent required by law.




ARTICLE FIVE




Remedies




      Section 501. Events of Default.



            “Event of Default”, wherever used herein with respect to Securities of any series, means
unless otherwise specified pursuant to Section 301, any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):




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




     (2) default in the payment of any principal of or any premium on any Security of that
series at its Maturity; or




     (3) default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series; or




     (4) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture or in the Securities of that series (other than a covenant or warranty a
default in the performance of which or a breach of which is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture solely for
the benefit of one or more series of Securities other than that series), and continuance of
such default or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of not less than 25% in principal amount of the Outstanding Securities of that
series a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or




     (5) a default under any mortgage, indenture or other instrument under which there may
be issued, or by which there may be secured or evidenced, any indebtedness of the Company,
World FSB or World (Texas) for money borrowed (including this Indenture with respect to any
Outstanding Securities of any other series), whether such indebtedness now exists or shall
hereafter be created, shall happen and shall result in such indebtedness in an aggregate
principal amount in excess of $10,000,000 becoming or being declared due and payable prior
to the date on which it would otherwise become due and payable, and such acceleration shall
not be rescinded or annulled and such indebtedness shall not be discharged within a period
of 30 days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25%
in principal amount of the Outstanding Securities of that series, a written notice
specifying such default and



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requiring the Company to cause such acceleration to be rescinded or annulled or such
indebtedness to be discharged and stating that such notice is a “Notice of Default”
hereunder; or




     (6) the entry by a court or administrative or governmental body having jurisdiction in
the premises of a decree or order for relief in respect of the Company, World FSB or World
(Texas) by a court having jurisdiction in the premises in an involuntary case or proceeding
under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, conservator or sequestrator (or other
similar official) of the Company, World FSB or World (Texas) or of any substantial part of
the property of the Company, World FSB or World (Texas), or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or




     (7) the commencement by the Company, World FSB or World (Texas) of a voluntary case or
proceeding under the federal bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or similar law, or the filing by the
Company, World FSB or World (Texas) of a petition or answer or consent seeking
reorganization or relief under the federal bankruptcy laws, as now or hereafter constituted,
or any other applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or the consent by the Company, World FSB or World (Texas) to the filing of any
such petition or answer or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, conservator or sequestrator (or other similar
official) of the Company, World FSB or World (Texas) or of any substantial part of the
property of the Company, World FSB or World (Texas), or the making by any of such entities
of any assignment for the benefit of creditors.



      Section 502. Acceleration of Maturity, Rescission and Annulment.



            If an Event of Default shall occur and be continuing with respect to Securities of any series,
then in every such case the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Outstanding Securities of that series may declare the principal amount (or, if any of
the Securities of that series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) of and all accrued but unpaid
interest on all of the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) and interest shall become immediately due and payable. Upon
payment of such amount, together with, to the extent permitted by law, interest on any overdue
principal, premium, if any, and interest, if any, on the Securities of such series, all obligations
of the Company in respect of payment of the principal of and interest on the Securities of that
series shall terminate.



            At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in



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principal amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its consequences if





     (1) the Company has paid or deposited with the Trustee a sum sufficient to pay




     (A) all overdue interest on all Securities of that series;




     (B) the principal of and any premium on any Securities of that series which have become
due otherwise than by such declaration of acceleration, and any interest thereon at the rate
or rates prescribed therefor in such Securities or with respect to such Securities pursuant
to Section 301, as the case may be, or, if no such interest rate is prescribed therefor, at
the interest rate or rates borne by such Securities;




     (C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities or with respect to such
Securities pursuant to Section 301, as the case may be, or, if no such interest rate is
prescribed therefor, at the interest rate or rates borne by such Securities; and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and




     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of and interest on the Securities of that series which have
become due solely by such declaration of acceleration, have been cured or waived as provided
in Section 513.



            No such rescission shall affect any subsequent default or impair any right consequent thereon.



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



            The Company covenants that if




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




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




     (3) default is made in the deposit of any sinking fund payment, when and as due by the
terms of a Security of such series; or




     (4) default is made in the performance, or there is a breach, of any covenant or
warranty of the Company in this Indenture or in any Security of any series (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or that has been expressly included in this Indenture



33









 






solely for the benefit of one or more series of Securities other than such series), and
such default or breach continues for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of
such series a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is “Notice of Default” hereunder;


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities and coupons, the whole amount then due and payable on such Securities and coupons for
principal and any premium, sinking fund installment and interest, and, to the extent that payment
of such interest shall be legally enforceable, interest on any overdue principal and premium,
sinking fund installment and on any overdue interest, computed from the date of default in the
payment of such interest, at the rate or rates prescribed therefor in such Securities or with
respect to such Securities pursuant to Section 301, as the case may be, or, if no such interest
rate is prescribed therefor, at the interest rate or rates borne by such Securities and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.




            If the Company fails to pay such amounts, 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 coupons 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 and coupons, wherever situated.



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



      Section 504. Trustee May File Proofs of Claim.



            In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, conservatorship, arrangement, adjustment, composition or other judicial proceedings
or any voluntary or involuntary case under any applicable federal or state bankruptcy, insolvency,
reorganization or similar laws, as now or hereafter constituted, relative to the Company or any
other obligor upon the Securities of any series or any related coupons or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the
payment of any overdue principal or interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise,



34









 






     (i) to file and prove a claim for the whole amount of principal and any premium and
interest owing and unpaid in respect of the Securities of such series and any related
coupons and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and of the
Holders of Securities and coupons allowed in such judicial proceeding, and




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


and any receiver, assignee, trustee, liquidator, custodian, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of Securities and coupons to
make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders of Securities and coupons, 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 to the Trustee under Section 607.




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



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



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



      Section 506. Application of Money or Property Collected.



            Any money or property collected by the Trustee pursuant to this Article 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 or property on account of principal or any premium or interest, upon presentation of the
Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:




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




     Second: To the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities and coupons in respect of which or for the



35









 






benefit of which such money or property has been collected, ratably, without preference
or priority of any kind, according to the amounts due and payable on such Securities and
coupons for principal and any premium and interest, respectively; and




     Third: To the payment of the remainder, if any, to the Company or any other Person
lawfully entitled thereto.



            In any case where Securities are Outstanding which are denominated in more than one currency,
or in a composite currency and at least one other currency, and the Trustee is directed to make
ratable payments under this Section to Holders of such Securities, the Trustee shall (to the
fullest extent permitted by law) calculate the amount of such payments as follows: (i) as of the
day the Trustee collects an amount under this Article, the Trustee shall, as to each Holder of a
Security to whom an amount is due and payable under this Section which is denominated in a foreign
currency or a composite currency, determine that amount of Dollars that would be obtained for the
amount owing such Holder, using the rate of exchange at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York Dollars with such amount owing; (ii)
calculate the sum of all Dollar amounts determined under (i) and add thereto any amounts due and
payable in Dollars; and (iii) using the individual amounts determined in (i) or any individual
amounts due and payable in Dollars, as the case may be, as a numerator and the sum calculated in
(ii) as a denominator, calculate as to each Holder of a Security to whom an amount is owed under
this Section the fraction of the amount collected under this Article payable to such Holder. Any
expenses incurred by the Trustee in actually converting amounts owing Holders of Securities
denominated in a currency or composite currency other than that in which any amount is collected
under this Article shall be likewise (in accordance with this paragraph) borne ratably by all
Holders of Securities to whom amounts are payable under this Section.



            To the fullest extent allowed under applicable law, if for the purpose of obtaining judgment
against the Company in any court it is necessary to convert the sum due in respect of the principal
of, or any premium or interest on the Securities of any series (the “Required Currency”) into a
currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the Business Day in The
City of New York preceding that on which final judgment is given. To the extent permitted by
applicable law, the Company shall not be liable for any shortfall nor shall it benefit from any
windfall in payments to Holders of Securities under this Section caused by a change in exchange
rates between the time the amount of a judgment against it is calculated as above and the time the
Trustee converts the Judgment Currency into the Required Currency to make payments under this
Section to Holders of Securities, but payment of such judgment shall discharge all amounts owed by
the Company on the claim or claims underlying such judgment.



      Section 507. Limitation on Suits.



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



36









 






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




     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;




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




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




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


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




      Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.



            Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon
shall have the right, which is absolute and unconditional, to receive payment of the principal of
and any premium and (subject to Sections 305 and 307) any interest on such Security or payment of
such coupon on the Stated Maturity or Maturities expressed in such Security or coupon (or, in the
case of redemption or repayment, on the Redemption Date or the Repayment Date, as the case may be)
and to institute suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.



      Section 509. Restoration of Rights and Remedies.



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



37









 





      Section 510. Rights and Remedies Cumulative.



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



      Section 511. Delay or Omission Not Waiver.



            To the extent permitted by applicable law, no delay or omission of the Trustee or of any
Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders of Securities or coupons may, to the extent permitted by applicable law, be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of
Securities or coupons, as the case may be.



      Section 512. Control by Holders of Securities.



            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




     (1) such direction shall not be in conflict with any rule of law or with this
Indenture,




     (2) subject to the provisions of Section 601, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall, by a Responsible
Officer or Responsible Officers of the Trustee, determine that the proceeding so directed
would be unjustly prejudicial to the Holders of Securities of such series not joining in any
such direction, and




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



      Section 513. Waiver of Past Defaults.



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



38









 






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




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



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



      Section 514. Undertaking for Costs.



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



      Section 515. 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 or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture or the Securities or that would prohibit
or forgive the Company from paying all or any portion of the principal of or premium, if any, or
interest, if any, on any Securities as contemplated herein and therein; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as though no such law had
been enacted.



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ARTICLE SIX




The Trustee




      Section 601. Certain Duties and Responsibilities.




     (a)
Except during the continuance of an Event of Default,




     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture but need not confirm the accuracy of the information contained therein.



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



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




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




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




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Indenture with respect
to the Securities of such series; and




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



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



      Section 602. Notice of Defaults.



            Within 90 days after the occurrence of any default hereunder with respect to the Securities of
any series the Trustee shall transmit to all Holders of Securities of such series in the manner and
to the extent provided in Section 703(c), notice of all such defaults hereunder known to the
Trustee, except for such defaults as shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of or any
premium 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 a
trust committee of directors or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interest of the Holders of Securities of such series. For
the purpose of this Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of such series.



            The Trustee shall not be charged with knowledge of any default unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge or (2) the Trustee shall have received written
notice thereof from the Company or a Holder.



      Section 603. Certain Rights of Trustee.



            Subject to the provisions of Section 601:



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



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



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



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



41









 





            (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 of Securities of any series
or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction;



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



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



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



            (i) in no event shall the Trustee be liable for the selection of investments or for investment
losses incurred thereon; the Trustee shall have no liability in respect of losses incurred as a
result of the liquidation of any such investment prior to its stated maturity or the failure of the
party directing such investment to provide timely written investment directions; the Trustee shall
have no obligation to invest or reinvest any amounts held hereunder in the absence of such written
investment directions.



            In the event that the Trustee is also acting as Paying Agent, Security Registrar or transfer
agent hereunder, the rights and protections afforded to the Trustee pursuant to this Article Six
shall also be afforded to such Paying Agent, Security Registrar or transfer agent.



            The parties hereto acknowledge that, in order to comply with the United States Patriot Act,
Deutsche Bank Trust Company Americas, like all financial institutions, is required to obtain,
verify and record certain information and documentation from the other parties hereto. Each of the
parties hereby agree that they will provide Deutsche Bank Trust Company Americas with such
information as it may reasonably request in order for it to satisfy the requirements of the United
States Patriot Act.



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



            The recitals contained herein and in the Securities (except the Trustee’s certificates of
authentication) and in any coupons shall be taken as the statements of the Company, and the Trustee
or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or
coupons. The Trustee or any Authenticating Agent shall not be



42









 




(i) accountable for the use or application by the Company of Securities or the proceeds
thereof, (ii) accountable for any money paid to the Company, or upon the Company’s direction, if
made under and in accordance with any provision of this Indenture or (iii) responsible for the use
or application of any money received by any Paying Agent other than the Trustee.




      Section 605. May Hold Securities.



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



      Section 606. Money Held in Trust.



            Money held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.



      Section 607. Compensation and Reimbursement.




     The Company agrees




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




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




     (3) to indemnify the Trustee in its individual capacity and as Trustee, and each of its
officers, directors, attorneys-in-fact, employees and agents for, and to hold it harmless
against, any loss, claim, liability, obligation, damage, injury, penalty, action, suit,
judgment, cost or expense (including attorneys’ fees and expenses) incurred without
negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.



            The foregoing provisions shall survive the termination of this Indenture or any resignation or
removal of the Trustee.



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            As security for the performance of the obligations of the Company under this Section the
Trustee shall have a lien prior to the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the Holders of particular
Securities or coupons. Such lien shall survive the satisfaction and discharge of this Indenture
and, to the extent permitted by law, any rejection or termination of this Indenture under any
federal or state bankruptcy law.



            To the fullest extent permitted by law, when the Trustee incurs reasonable expenses or renders
services in connection with an Event of Default specified in Section 501(6) or (7), the Holders of
the Securities of any series, by their acceptance of such Securities, agree that such reasonable
expenses and the compensation for such services are intended to constitute expenses of
administration under any applicable bankruptcy law.



      Section 608. Disqualification; Conflicting Interests.



            (a) If the Trustee has or shall acquire any conflicting interest, as defined in this Section,
with respect to the Securities of any series then, within 90 days after ascertaining that it has
such conflicting interest, and if the Event of Default, but exclusive of any period of grace or
requirement of notice, to which such conflicting interest relates has not been cured or duly waived
or otherwise eliminated before the end of such 90-day period, the Trustee shall either eliminate
such conflicting interest or, except as otherwise provided below in this Section, resign with
respect to the Securities of that series in the manner and with the effect hereinafter specified in
this Article and the Company shall take prompt steps to have a successor appointed in the manner
provided herein.



            (b) (1) If the Trustee shall fail to comply with the provisions of Subsection (a) of this
Section with respect to the Securities of any series, the Trustee shall, within 10 days after the
expiration of such 90-day period, transmit, in the manner and to the extent provided in Section
703(c), to all Holders of Securities of that series notice of such failure.



            (2) Subject to the provisions of Section 514, unless the Trustee’s duty to resign is stayed as
provided in Subsection (f) of this Section, any Holder who has been a bona fide Holder of
Securities of any series referred to in Subsection (a) of this Section for at least six months may,
on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of such Trustee, and the appointment of a successor, if such Trustee
fails, after written request thereof by such Holder to comply with the provisions of Subsection (a)
of this Section.



            (c) For the purposes of this Section, the Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series if an Event of Default, but exclusive of any
period of grace or any requirement of notice, has occurred with respect to the Securities of that
series and




     (1) the Trustee is trustee under this Indenture with respect to the Outstanding
Securities of any series other than that series or is trustee under another indenture under
which any other securities, or certificates of interest or participation in any other
securities, of the Company are outstanding, unless such other indenture is a collateral



44









 






trust indenture under which the only collateral consists of Securities issued under
this Indenture, provided that there shall be excluded from the operation of this paragraph,
(A) this Indenture with respect to the Securities of any series other than that series and
(B) any other indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are outstanding and




     (i) this Indenture and such other indenture or indentures (and all series of
securities issuable thereunder) are wholly unsecured and rank equally and such other
indenture or indentures are hereafter qualified under the Trust Indenture Act,
unless the Commission shall have found and declared by order pursuant to Section
305(b) or Section 307(c) of the Trust Indenture Act that differences exist between
the provisions of this Indenture with respect to Securities of that series and one
or more other series or the provisions of such other indenture or indentures which
are so likely to involve a material conflict of interest as to make it necessary in
the public interest or for the protection of investors to disqualify the Trustee
from acting as such under this Indenture with respect to the Securities of that
series and such other series or under such other indenture or indentures, or




     (ii) the Company shall have sustained the burden of proving, on application to
the Commission and after opportunity for hearing thereon, that trusteeship under
this Indenture with respect to the Securities of that series and such other series
or such other indenture or indentures is not so likely to involve a material
conflict of interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such under this
Indenture with respect to the Securities of that series and such other series or
under such other indenture or indentures;




     (2) the Trustee or any of its directors or executive officers is an underwriter for the
Company;




     (3) the Trustee directly or indirectly controls or is directly or indirectly controlled
by or is under direct or indirect common control with an underwriter for the Company;




     (4) the Trustee or any of its directors or executive officers is a director, officer,
partner, employee, appointee or representative of the Company, or of an underwriter (other
than the Trustee itself) for the Company who is currently engaged in the business of
underwriting, except that (i) one individual may be a director or an executive officer, or
both, of the Trustee and a director or an executive officer, or both, of the Company but may
not be at the same time an executive officer of both the Trustee and the Company; (ii) if
and so long as the number of directors of the Trustee in office is more than nine, one
additional individual may be a director or an executive officer, or both, of the Trustee and
a director of the Company; and (iii) the Trustee may be designated by the Company or by any
underwriter for the Company to act in the capacity of transfer agent, registrar, custodian,
paying agent, fiscal agent, escrow agent or depositary, or in any other similar capacity,
or, subject to the provisions of paragraph (1) of this Subsection, to act as trustee,
whether under an indenture or otherwise;



45









 






     (5) 10% or more of the voting securities of the Trustee is beneficially owned either by
the Company or by any director, partner or executive officer thereof, or 20% or more of such
voting securities is beneficially owned, collectively, by any two or more of such persons;
or 10% or more of the voting securities of the Trustee is beneficially owned either by an
underwriter for the Company or by any director, partner or executive officer thereof, or is
beneficially owned, collectively, by any two or more such persons;




     (6) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), (i) 5% or more
of the voting securities, or 10% or more of any other class of security, of the Company not
including the Securities issued under this Indenture and securities issued under any other
indenture under which the Trustee is also trustee, or (ii) 10% or more of any class of
security of an underwriter for the Company;




     (7) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), 5% or more of
the voting securities of any person who, to the knowledge of the Trustee, owns 10% or more
of the voting securities of, or controls directly or indirectly or is under direct or
indirect common control with, the Company;




     (8) the Trustee is the beneficial owner of, or holds as collateral security for an
obligation which is in default (as hereinafter in this Subsection defined), 10% or more of
any class of security of any person who, to the knowledge of the Trustee, owns 50% or more
of the voting securities of the Company;




     (9) the Trustee owns, on the date any Event of Default, but exclusive of any period of
grace or requirement of notice, has occurred upon the Securities of any series or any
anniversary of such default while such default upon such Securities remains outstanding, in
the capacity of executor, administrator, testamentary or inter vivos trustee, guardian,
committee or conservator, or in any other similar capacity, an aggregate of 25% or more of
the voting securities, or of any class of security, of any person, the beneficial ownership
of a specified percentage of which would have constituted a conflicting interest under
paragraph (6), (7) or (8) of this Subsection. As to any such securities of which the Trustee
acquired ownership through becoming executor, administrator or testamentary trustee of an
estate which included them, the provisions of the preceding sentence shall not apply, for a
period of not more than two years from the date of such acquisition, to the extent that such
securities included in such estate do not exceed 25% of such voting securities or 25% of any
such class of security. Promptly after the dates of any such default upon the Securities of
any series and annually in each succeeding year that such default upon such Securities
continues, the Trustee shall make a check of its holdings of such securities in any of the
above-mentioned capacities as of such dates. If the Company fails to make payment in full of
the principal of or any premium or interest on any of the Securities when and as the same
becomes due and payable, and such failure continues for 30 days thereafter, the Trustee
shall make a prompt check of its holdings of such securities in any of the above-mentioned
capacities as of the date of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph, all such securities so held by
the Trustee, with sole or joint control over



46









 






such securities vested in it, shall, but only so long as such failure shall continue,
be considered as though beneficially owned by the Trustee for the purposes of paragraphs
(6), (7) and (8) of this Subsection; or




     (10) except under the circumstances described in paragraphs (1), (3), (4), (5) or (6)
of Section 613(b), the Trustee shall be or shall become a creditor of the Company.



            For purposes of paragraph (1) of this Subsection, the term “series” means a series, class or
group of securities issuable under an indenture or this Indenture pursuant to whose terms holders
of one such series may vote to direct the trustee, or otherwise take action pursuant to a vote of
such holders, separately from holders of another such series; provided, that “series” shall
not include any series of securities issuable under an indenture (including any series of
Securities issuable under this Indenture) if all such series rank equally and are wholly unsecured.



            The specification of percentages in paragraphs (5) to (9), inclusive, of this Subsection shall
not be construed as indicating that the ownership of such percentages of the securities of a person
is or is not necessary or sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this Subsection.



            For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection only, (i) the terms
“security” and “securities” shall include only such securities as are generally known as corporate
securities, but shall not include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust companies or banking firms,
or any certificate of interest or participation in any such note or evidence of indebtedness; (ii)
an obligation shall be deemed to be “in default” when a default in payment of principal shall have
continued for 30 days or more and shall not have been cured; and (iii) the Trustee shall not be
deemed to be the owner or holder of (A) any security which it holds as collateral security, as
trustee or otherwise, for an obligation which is not in default as defined in clause (ii) above, or
(B) any security which it holds as collateral security under this Indenture, irrespective of any
default hereunder, or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.



            (d) For the purposes of this Section:




     (1) The term “underwriter,” when used with reference to the Company, means every person
who, within one year prior to the time as of which the determination is made, has purchased
from the Company with a view to, or has offered or sold for the Company in connection with,
the distribution of any security of the Company outstanding at such time, or has
participated or has had a direct or indirect participation in any such undertaking, or has
participated or has had a participation in the direct or indirect underwriting of any such
undertaking, but such term shall not include a person whose interest was limited to a
commission from an underwriter or dealer not in excess of the usual and customary
distributors’ or sellers’ commission.




     (2) The term “director” means any director of a corporation or any individual
performing similar functions with respect to any organization, whether incorporated or
unincorporated.



47









 





     (3) The term “person” means an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, an unincorporated organization or a government
or political subdivision thereof. As used in this paragraph, the term “trust” shall include
only a trust where the interest or interests of the beneficiary or beneficiaries are
evidenced by a security.



     (4) The term “voting security” means any security presently entitling the owner or
holder thereof to vote in the direction or management of the affairs of a person, or any
security issued under or pursuant to any trust, agreement or arrangement whereby a trustee
or trustees or agent or agents for the owner or holder of such security are presently
entitled to vote in the direction or management of the affairs of a person.



     (5) The term “Company” means any obligor upon the Securities of any series or any
related coupons.



     (6) The term “executive officer” means the president, every vice president, every trust
officer, the cashier, the secretary and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any organization whether
incorporated or unincorporated, but shall not include the chairman of the board of
directors.



            (e) The percentages of voting securities and other securities specified in this Section shall
be calculated in accordance with the following provisions:




     (1) A specified percentage of the voting securities of the Trustee, the Company or any
other person referred to in this Section (each of whom is referred to as a “person” in this
paragraph) means such amount of the outstanding voting securities of such person as entitles
the holder or holders thereof to cast such specified percentage of the aggregate votes which
the holders of all the outstanding voting securities of such person are entitled to cast in
the direction or management of the affairs of such person.




     (2) A specified percentage of a class of securities of a person means such percentage
of the aggregate amount of securities of the class outstanding.




     (3) The term “amount,” when used in regard to securities, means the principal amount if
relating to evidences of indebtedness, the number of shares if relating to capital shares
and the number of units if relating to any other kind of security.




     (4) The term “outstanding” means issued and not held by or for the account of the
issuer. The following securities shall not be deemed outstanding within the meaning of this
definition:




     (i) securities of an issuer held in a sinking fund relating to securities of
the issuer of the same class;




     (ii) securities of an issuer held in a sinking fund relating to another class
of securities of the issuer, if the obligation evidenced by such other class of
securities is not in default as to principal or interest or otherwise;



48









 






     (iii) securities pledged by the issuer thereof as security for an obligation of
the issuer not in default as to principal or interest or otherwise; and




     (iv) securities held in escrow if placed in escrow by the issuer thereof;




provided, however, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the voting rights
thereof.




     (5) A security shall be deemed to be of the same class as another security if both
securities confer upon the holder or holders thereof substantially the same rights and
privileges; provided, however, that, in the case of secured evidences of
indebtedness, all of which are issued under a single indenture, differences in the interest
rates or maturity dates of various series thereof shall not be deemed sufficient to
constitute such series different classes and provided, further, that, in the
case of unsecured evidences of indebtedness, differences in the interest rates or maturity
dates thereof shall not be deemed sufficient to constitute them securities of different
classes, whether or not they are issued under a single indenture.



            (f) Except in the case of a default in the payment of the principal of or interest on any
Securities of any series, or in the payment of any sinking or purchase fund installment, the
Trustee shall not be required to resign as provided by this Section if the Trustee shall have
sustained the burden of proving, on application to the Commission and after opportunity for hearing
thereon, that (i) the Event of Default, but exclusive of any period of grace or requirement of
notice, may be cured or waived during a reasonable period and under the procedures described in
such application, and (ii) a stay of the Trustee’s duty to resign will not be inconsistent with the
interests of Holders of such Securities. The filing of such an application shall automatically
stay the performance of the duty to resign until the Commission orders otherwise.



            (g) If Section 310(b) of the Trust Indenture Act is amended at any time after the date of this
Indenture to change the circumstances under which a Trustee shall be deemed to have a conflicting
interest with respect to the Securities of any series or to change any of the definitions in
connection therewith, this Section 608 shall be automatically amended to incorporate such changes,
unless such changes would cause any Trustee then acting as Trustee hereunder with respect to any
Outstanding Securities to be deemed to have a conflicting interest, in which case such changes
shall be incorporated herein only to the extent that such changes (i) would not cause the Trustee
to be deemed to have a conflicting interest or (ii) are required by law.



      Section 609. Corporate Trustee Required; Eligibility.



            There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by Federal or State
authority; provided, however, that if Section 310(a) of the Trust Indenture Act or
the rules and regulations of the Commission under the Trust Indenture Act at any time permit a
corporation organized and doing business under the laws of any other



49









 




jurisdiction to serve as trustee of an indenture qualified under the Trust Indenture Act, this
Section 609 shall be automatically amended to permit a corporation organized and doing business
under the laws of any such other jurisdiction to serve as Trustee hereunder, provided that such
corporation shall have a combined capital and surplus of at least $50,000,000. If such corporation
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. Neither the Company nor any person directly or
indirectly controlling, controlled by or under 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, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.




      Section 610. Resignation and Removal; Appointment of Successor.



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



            (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition 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.



            (d) If at any time:




     (1) the Trustee shall fail to comply with Section 608 with respect to the Securities of
any series after written request therefor by the Company or by any Holder of a Security of
such series who has been a bona fide Holder of a Security of such series for at least six
months, unless the Trustee’s duty to resign has been stayed as provided in Section 608(f),
or




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




     (3) the Trustee shall become incapable of acting with respect to any series of
Securities or a decree or order for relief by a court having jurisdiction in the premises
shall have been entered in respect of the Trustee in an involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or similar law, or a decree or order by a court having jurisdiction
in the premises shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator or other similar official of the Trustee or its



50









 






property or affairs, or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation, winding up or
liquidation, or




     (4) the Trustee shall commence a voluntary case under the federal bankruptcy laws, as
now or hereafter constituted, or any other applicable federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking possession by a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Trustee or its property or affairs, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as they become
due, or shall take corporate action in furtherance of any such action,


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 514, any Holder of a Security 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 (including those who have been Holders for less than six months), 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 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of 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 611, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 611, any Holder of a Security 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 (including those who have been Holders for less than six months), or the
Trustee may, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.



            (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner provided in Section 106. 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.



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      Section 611. Acceptance of Appointment by Successor.



            (a) In case of the appointment hereunder of a successor Trustee with respect to all series of
Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its liens, if any, provided
for in Section 607.



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



            (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may
be.



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



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



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



      Section 613. Preferential Collection of Claims Against Company.



            (a) Subject to Subsection (b) of this Section, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the Company within three months prior to
a default, as defined in Subsection (c) of this Section, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the Securities and coupons and
the holders of other indenture securities, as defined in Subsection (c) of this Section:




     (1) an amount equal to any and all reductions in the amount due and owing upon any
claim as such creditor in respect of principal or interest, effected after the beginning of
such three-month period and valid as against the Company and its other creditors, except any
such reduction resulting from the receipt or disposition of any property described in
paragraph (2) of this Subsection, or from the exercise of any right of set-off which the
Trustee could have exercised if a voluntary or involuntary case had been commenced in
respect of the Company under the federal bankruptcy laws, as now or hereafter constituted,
or any other applicable federal or state bankruptcy, insolvency or other similar law upon
the date of such default; and




     (2) all property received by the Trustee in respect of any claims as such creditor,
either as security therefor, or in satisfaction or composition thereof, or otherwise, after
the beginning of such three months’ period, or an amount equal to the proceeds of any such
property, if disposed of, subject, however, to the rights, if any, of the Company and its
other creditors in such property or such proceeds.


Nothing herein contained, however, shall affect the right of the Trustee:





     (A) to retain for its own account (i) payments made on account of any such claim by any
Person (other than the Company) who is liable thereon, and (ii) the proceeds of the bona
fide sale of any such claim by the Trustee to a third Person, and (iii) distributions made
in cash, securities or other property in respect of claims filed against the Company in
bankruptcy or receivership or in proceedings for reorganization pursuant



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to federal bankruptcy laws, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law;




     (B) to realize, for its own account, upon any property held by it as security for any
such claim, if such property was so held prior to the beginning of such three-month period;




     (C) to realize, for its own account, but only to the extent of the claim hereinafter
mentioned, upon any property held by it as security for any such claim, if such claim was
created after the beginning of such three-month period and such property was received as
security therefor simultaneously with the creation thereof, and if the Trustee shall sustain
the burden of proving that at the time such property was so received the Trustee had no
reasonable cause to believe that a default, as defined in Subsection (c) of this Section,
would occur within three months; or




     (D) to receive payment on any claim referred to in paragraph (B) or (C), against the
release of any property held as security for such claim as provided in paragraph (B) or (C),
as the case may be, to the extent of the fair value of such property.



            For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of
such three-month period for property held as security at the time of such substitution shall, to
the extent of the fair value of the property released, have the same status as the property
released, and, to the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as such pre-existing
claim.



            If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned among the Trustee, the Holders of Securities
and the holders of other indenture securities in such manner that the Trustee, the Holders of
Securities and the holders of other indenture securities realize, as a result of payments from such
special account and payments of dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to the federal bankruptcy laws, as now
or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other
similar law, the same percentage of their respective claims, figured before crediting to the claim
of the Trustee anything on account of the receipt by it from the Company of the funds and property
in such special account and before crediting to the respective claims of the Trustee and the
Holders of Securities and the holders of other indenture securities dividends on claims filed
against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to
the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or other similar law, but after crediting thereon receipts on account
of the indebtedness represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term “dividends” shall include any distribution with
respect to such claim, in bankruptcy or receivership or proceedings for reorganization pursuant to
the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or
state bankruptcy, insolvency or other



54









 




similar law, whether such distribution is made in cash, securities or other property, but
shall not include any such distribution with respect to the secured portion, if any, of such claim.
The court in which such bankruptcy, receivership or proceedings for reorganization is pending
shall have jurisdiction (i) to apportion among the Trustee, the Holders of Securities and the
holders of other indenture securities, in accordance with the provisions of this paragraph, the
funds and property held in such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph due consideration
in determining the fairness of the distributions to be made to the Trustee and the Holders of
Securities and the holders of other indenture securities with respect to their respective claims,
in which event it shall not be necessary to liquidate or to appraise the value of any securities or
other property held in such special account or as security for any such claim, or to make a
specific allocation of such distributions as between the secured and unsecured portions of such
claims, or otherwise to apply the provisions of this paragraph as a mathematical formula.




            Any Trustee which has resigned or been removed after the beginning of such three-month period
shall be subject to the provisions of this Subsection as though such resignation or removal had not
occurred. If any Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this Subsection if and only if the following
conditions exist:




     (i) the receipt of property or reduction of claim, which would have given rise to the
obligation to account, if such Trustee had continued as Trustee, occurred after the
beginning of such three-month period; and




     (ii) such receipt of property or reduction of claim occurred within three months after
such resignation or removal.



            (b) There shall be excluded from the operation of Subsection (a) of this Section a creditor
relationship arising from:




     (1) the ownership or acquisition of securities issued under any indenture, or any
security or securities having a maturity of one year or more at the time of acquisition by
the Trustee;




     (2) advances authorized by a receivership or bankruptcy court of competent jurisdiction
or by this Indenture, for the purpose of preserving any property which shall at any time be
subject to the lien of this Indenture or of discharging tax liens or other prior liens or
encumbrances thereon, if notice of such advances and of the circumstances surrounding the
making thereof is given to the Holders of Securities at the time and in the manner provided
in this Indenture;




     (3) disbursements made in the ordinary course of business in the capacity of trustee
under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or
depositary, or other similar capacity;




     (4) an indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash transaction, as
defined in Subsection (c) of this Section;



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     (5) the ownership of stock or of other securities of a corporation organized under the
provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Company; or




     (6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of
exchange, acceptances or obligations which fall within the classification of
self-liquidating paper, as defined in Subsection (c) of this Section.




     (c) For the purposes of this Section only:




     (1) the term “default” means any failure to make payments in full of the principal of
or interest on any of the Securities or upon the other indenture securities when and as such
principal or interest becomes due and payable;




     (2) the term “other indenture securities” means securities upon which the Company is an
obligor outstanding under any other indenture (i) under which the Trustee is also trustee,
(ii) which contains provisions substantially similar to the provisions of this Section, and
(iii) under which a default exists at the time of the apportionment of the funds and
property held in such special account;




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




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




     (5) the term “Company” means any obligor upon the Securities.



      Section 614. Appointment of Authenticating Agent.



            The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue or upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and if the Trustee is required to appoint one or
more Authenticating Agents with respect to any series of Securities, to authenticate Securities of
such series upon original issuance and to take such other actions as are specified in Sections 303,
304, 305, 309, 906, 1107 and 1603, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the



56









 




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 thereof or the District of Columbia, or in the case of any
Authenticating Agent with respect to Securities issuable as Bearer Securities, under the laws of
any country in which such Bearer Securities may be offered, 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 or authority of such country. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.




            Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Trustee or such
Authenticating Agent; provided, however, that the Trustee shall upon such merger,
conversion or consolidation notify Holders of Bearer Securities thereof as provided in Section 106.



            An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall provide
notice to the Holders of the series as to which the Authenticating Agent will serve as provided in
Section 106. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.



            The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607.



57









 





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



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



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

 	 
	 	By  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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



ARTICLE SEVEN




Holders’ Lists and Reports by Trustee and Company




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



            The Company will furnish or cause to be furnished to the Trustee:




     (a) not more than 15 days after each Regular Record Date, if any, for each series of
Securities, a list, in such form as the Trustee may reasonably require, containing all the
information in the possession or control of the Company, or any of its Paying Agents other
than the Trustee, as to the names and addresses of the Holders of Securities of each series
for which the Trustee acts as Trustee as of such Regular Record Date, and




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


excluding from any such list, if the Company so desires, names and addresses received by the
Trustee in its capacity as Security Registrar.




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      Section 702. Preservation of Information; Communications to Holders.



            (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Securities (i) contained in the most recent list furnished to the
Trustee as provided in Section 701, (ii) received by the Trustee in its capacity as Paying Agent or
Security Registrar and (iii) filed with it within the two preceding years pursuant to Section
703(c)(2). The Trustee may (i) destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished, (ii) destroy any information received by it as Paying Agent or
Security Registrar hereunder upon delivering to itself as Trustee, not earlier than April 15 or
October 15, a list containing the names and addresses of the Holders of Securities obtained from
such information since the delivery of the next previous list, if any, (iii) destroy any list
delivered to itself as Trustee which was compiled from information received by it as Paying Agent
or Security Registrar hereunder upon the receipt of a new list so delivered, and (iv) destroy not
earlier than two years after filing, any information filed with it pursuant to Section 703(c)(2).



            (b) If three or more Holders of Securities (herein 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 of Securities
of a particular series (in which case each such applicant must hold Securities of such series) or
with all Holders of Securities 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 to such other Holders, then the Trustee shall, within five business
days after the receipt of such application, at its election, either:




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




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



            If 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 of Securities of
such series or of all Securities, as the case may be, whose name and address appear in the
information preserved at the time by the Trustee in accordance with Section 702(a) a copy of the
form of proxy or other communication which is specified in such request, with reasonable promptness
after a tender to 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 of Securities of such series or of
all Securities, as the case may be, 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



59









 




hearing upon the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order sustaining one or
more of such objections, the Commission shall find, after notice and opportunity for hearing, that
all the objections so sustained have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Holders of Securities 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 or coupons, 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 of Securities in accordance with Section 702(b), regardless of the source
from which such information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 702(b).



      Section 703. Reports by Trustee.



            (a) Within 60 days after October 1 of each year commencing with the year after Securities are
first issued, the Trustee shall transmit by mail to all Holders of Securities of any series for
which it acts as the Trustee, as provided in Subsection (c) of this Section, a brief report dated
as of such October 1 with respect to any of the following events which may have occurred within the
previous twelve months (but if no such event has occurred within such period, no report need be
transmitted):




     (1) any change to its eligibility under Section 609 and its qualifications under
Section 608;




     (2) the creation of or any material change to a relationship specified in paragraphs
(1) through (10) of paragraphs Section 608(c);




     (3) the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such) which remain
unpaid on the date of such report, and for the reimbursement of which it claims or may claim
a lien or charge, prior to that of the Securities of such series or any related coupons, on
any property or funds held or collected by it as Trustee, except that the Trustee shall not
be required (but may elect) to report such advances if such advances so remaining unpaid
aggregate not more than one-half of 1% of the principal amount of the Securities Outstanding
on the date of such report;




     (4) any change to the amount, interest rate and maturity date of all other indebtedness
owing by the Company (or by any other obligor on the Securities of such series) to the
Trustee in its individual capacity, on the date of such report, with a brief description of
any property held as collateral security therefor, except an indebtedness based upon a
creditor relationship arising in any manner described in Section 613(b)(2), (3), (4) or (6);



60









 






     (5) any change to the property and funds, if any, physically in the possession of the
Trustee as such on the date of such report;




     (6) any additional issue of Securities which the Trustee has not previously reported;
and




     (7) any action taken by the Trustee in the performance of its duties hereunder which it
has not previously reported and which in its opinion materially affects the Securities,
except action in respect of a default, notice of which has been or is to be withheld by the
Trustee in accordance with Section 602;


provided, however, that if the Trust Indenture Act is amended subsequent to the
date hereof to eliminate the requirement of the Trustee’s brief report, the report required by this
Section need not be transmitted to any Holders.




            (b) The Trustee shall transmit to all Holders of Securities of any series for which it acts as
the Trustee, as provided in Subsection (c) of this Section, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of the last report
transmitted pursuant to Subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the reimbursement of which it
claims or may claim a lien or charge, prior to that of the Securities of any series for which it
acts as the Trustee, on property or funds held or collected by it as Trustee for such series and
which it has not previously reported pursuant to this Subsection to be transmitted within 90 days
after the time of any such advances, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Securities of such series Outstanding at such time.



            (c) Reports pursuant to this Section shall be transmitted by mail:




     (1) to all Holders of Registered Securities, as the names and addresses of such Holders
appear in the Security Register;




     (2) to such Holders of Bearer Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose; and




     (3) except in the case of reports pursuant to Subsection (b) of this Section, to each
Holder of a Security whose name and address is preserved at the time by the Trustee, as
provided in Section 702(a).



            (d) A copy of each such report shall, at the time of such transmission to Holders of
Securities, be filed by the Trustee with each stock exchange upon which any Securities of such
series are listed, with the Commission and with the Company. The Company will notify the Trustee
in writing when any series of Securities are listed on any stock exchange.



      Section 704. Reports by Company.



            The Company shall:



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




     (2) file with the Trustee 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;




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




     (4) furnish to the Trustee, not less often than annually, 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.



ARTICLE EIGHT




Consolidation, Merger, Conveyance or Transfer




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



            The Company shall not consolidate with or merge into any Person or sell, assign, lease, convey
or otherwise transfer its properties and assets substantially as an entirety to any Person, unless




     (1) the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by sale, assignment, lease, conveyance or other transfer the
properties and assets of the Company substantially as an entirety shall be a



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corporation, partnership or trust organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due
and punctual payment of the principal of and any premium and interest (including all
additional amounts, if any, payable pursuant to Section 1005) on all the Securities and the
performance and observance of every covenant of this Indenture and the Securities and the
coupons on the part of the Company to be performed or observed;




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




     (3) the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by sale, assignment, lease, conveyance or other transfer the
properties and assets of the Company substantially as an entirety shall waive any right to
redeem the Securities under circumstances which such Person would be entitled to redeem but
the Company would not have been so entitled to redeem if such consolidation, merger, sale,
assignment, lease, conveyance or other transfer had not occurred; and




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



      Section 802. Successor Substituted.



            Upon any consolidation of the Company with, or merger of the Company into, any other Person or
any sale, assignment, lease, conveyance or other transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the successor Person formed by
such consolidation or into which the Company is merged or to which such sale, assignment, lease,
conveyance or other transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities and coupons.



ARTICLE NINE




Supplemental Indentures




      Section 901. Supplemental Indentures Without Consent of Holders.



            Without the consent of any Holders of Securities or coupons, 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, for any of the following purposes:



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     (1) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities; or




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




     (3) to add any additional Events of Default (and if such Events of Default are to be
applicable to less than all series of Securities, stating that such Events of Default or
Defaults are expressly being included solely to be applicable to such series); or




     (4) to add to, change or eliminate any of the provisions of this Indenture to provide
that Bearer Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of or any premium or interest on Bearer Securities,
to permit Bearer Securities to be issued in exchange for Registered Securities, to permit
Bearer Securities to be issued in exchange for Bearer Securities of other authorized
denominations or to permit or facilitate the issuance of Securities in uncertificated form,
provided that any such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect; or




     (5) to change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination (a) 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 (b) shall not apply to any Security
Outstanding; or




     (6) to establish the form or terms of Securities of any series and any related coupons
as permitted by Sections 201 and 301; or




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




     (8) to evidence any changes to Section 608, 609 or 703(a) resulting from changes in the
Trust Indenture Act or the rules and regulations of the Commission thereunder expressly
contemplated by such Sections; or




     (9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided that such action
shall not adversely affect the interests of the Holders of Securities of any series or any
related coupons in any material respect; or



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     (10) to provide for the agreement of the Company with respect to an acquired Controlled
Subsidiary as contemplated by clause (ii) of the second paragraph of Section 1007; or




     (11) to add to or change or eliminate any provision of this Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture Act,
provided such action shall not adversely affect the interests of Holders of the Securities
of any series or any coupons in any material respect.



      Section 902. Supplemental Indentures with Consent of Holders.



            With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series and any related coupons under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof, or the rate of
interest thereon or any premium payable thereon, or change any obligation of the Company to
pay additional amounts pursuant to Section 1005, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or change the coin or currency
in which any Security or any premium or any interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption at the option of the Company or repayment at the
option of the Holder, on or after the Redemption Date or Repayment Date, as the case may
be), or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions
of this Indenture or certain defaults hereunder and their consequences) provided for in
Section 513 or 1009 of this Indenture, or reduce the requirements of Section 1304 for quorum
or voting, or




     (3) change any obligation of the Company to maintain an office or agency in the places
and for the purposes specified in Section 1002, or




     (4) adversely affect the right to repayment, if any, of any Securities at the option of
the Holders thereof; or




     (5) modify any of the provisions of this Section or Section 513 or 1009, except to
increase any such percentage or to provide that certain other provisions of this Indenture



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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 of a Security or coupon with respect to changes
in the references to “the Trustee” and concomitant changes in this Section, or the deletion
of this proviso, in accordance with the requirements of Sections 611(b) and 901(7).


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




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



      Section 903. Execution of Supplemental Indentures.



            In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and such supplemental indenture constitutes the legal,
valid and binding obligation of the Company enforceable in accordance with its terms, subject to
customary exceptions. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.



      Section 904. Effect of Supplemental Indentures.



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



      Section 905. Conformity with Trust Indenture Act.



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



      Section 906. Reference in Securities to Supplemental Indentures.



            Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a 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



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may be prepared and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.




ARTICLE TEN




Covenants




      Section 1001. Payment of Principal, Premium and Interest.



            The Company covenants and agrees for the benefit of the Holders of each series of Securities
that it will duly and punctually pay the principal of and any premium and interest on the
Securities of that series in accordance with the terms of the Securities, any coupons appertaining
thereto and this Indenture. Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, any interest due on Bearer Securities on or before Maturity shall be
payable only upon presentation and surrender of the several coupons for such interest installments
as are evidenced thereby as they severally mature.



      Section 1002. Maintenance of Office or Agency.



            If Securities of a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for such series an office or agency where Securities of that
series may be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will maintain, subject to any
laws or regulations applicable thereto, in a Place of Payment for that series, which is located
outside the United States, an office or agency where Securities of that series and related coupons
may be presented and surrendered for payment (including payment of any additional amounts payable
on Securities of that series pursuant to Section 1005); provided, however, that if
the Securities of that series are listed on The London Stock Exchange, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United States, as the case may
be, so long as the Securities of that series are listed on such exchange. The Company will give
prompt written notice to the Trustee and the Holders of such series of the location, and any change
in the location, of any such office or agency. If at any time the Company shall fail to maintain
any such required office or agency in respect of any series of Securities or shall fail to furnish
the Trustee with the address thereof, such presentations, and surrenders of Securities of that
series may be made and notices and demands may be made or served at the Corporate Trust Office of
the Trustee.



            Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, no payment of principal, premium or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to any address in the
United States or by transfer to an account maintained with a bank located in the United States;
provided, however, that, if the Securities of a series are denominated and payable
in Dollars, payment of principal of and any premium and interest on any Bearer Security



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(including any additional amounts payable on Securities of such series pursuant to Section
1005) shall be made at the office of the Company’s Paying Agent, if (but only if) payment in
Dollars of the full amount of such principal, premium, interest or additional amounts, as the case
may be, at all offices or agencies outside the United States maintained for the purpose by the
Company in accordance with this Indenture is illegal or effectively precluded by exchange controls
or other similar restrictions on the full payment or receipt of such principal, premium, interest
or additional amounts, as the case may be, in Dollars. Unless otherwise provided as contemplated
by Section 301 with respect to any series of Securities, at the option of the Holder of any Bearer
Security or related coupon, payment may be made by check presented or mailed to an address outside
the United States or by transfer to an account maintained by the payee with a bank located outside
the United States.




            The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no
such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the Trustee and the
Holders of such series of any such designation or rescission and of any change in the location of
any such other office or agency.



            Unless otherwise provided pursuant to Section 301 with respect to the Securities of any
series, the Company hereby designates the Corporate Trust Office of the Trustee as a Place of
Payment for the Securities of each series, initially appoints the Corporate Trust Office of the
Trustee as its agency for the purposes of the first sentence of this Section and initially appoints
the Trustee, acting through its Corporate Trust Office, as Paying Agent, transfer agent and
Security Registrar for the Securities of each series, and the Trustee accepts such appointments.



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



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



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



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




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




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




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



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



            Any money deposited with the Trustee or any Paying Agent or held by the Company in trust for
the payment of the principal of and any premium or interest on any Security of any series or any
related coupon and remaining unclaimed for two years after such principal or any premium or
interest, as the case may be, 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 or any coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in each Place of Payment, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining will be repaid to the
Company.



      Section 1004. Officers’ Certificate.



            The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a
written statement signed by the President or a Vice President and by the Treasurer, an Assistant
Treasurer, the Controller or an Assistant Controller of the Company, stating, as to each signer
thereof, that



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




     (2) to the best of his knowledge, based on such review, (a) the Company has fulfilled
all its obligations under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default known to him
and the nature and status thereof, and (b) no event has occurred and is continuing which is,
or upon notice or lapse of time or both would become, an Event of Default, or, if such an
event has occurred and is continuing, specifying each such event known to him and the nature
and status thereof.



            The Company will deliver a written notice to the Trustee promptly after any officer of the
Company has knowledge of the occurrence of any event which with the giving of notice or the lapse
of time or both would become an Event of Default.



      Section 1005. Additional Amounts.



            If the Securities of a series provide for the payment of additional amounts, the Company will
pay to the Holder of any Security of such series or any coupon appertaining thereto additional
amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of, any Security of any
series or payment of any related coupon, such mention shall be deemed to include mention of the
payment of additional amounts provided for in this Section to the extent that, in such context,
additional amounts are, were or would be payable in respect thereof pursuant to the provisions of
this Section and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in those provisions hereof
where such express mention is not made.



            If the Securities of a series provide for the payment of additional amounts, at least 10 days
prior to the first Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to each date of payment
of principal and any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and
the Company’s Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall be made to Holders
of Securities of that series or any related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such Officers’
Certificate shall specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts required by this Section. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers’



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Certificate furnished pursuant to this Section. The provisions of this Section 1005 shall
survive any removal or resignation of the Trustee.




      Section 1006. Existence.



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



      Section 1007. Limitation on Disposition of Voting Stock of World FSB and World
(Texas).



            So long as any of the Securities shall be Outstanding but subject to the provisions of Article
Eight, the Company:




     (1) will not, nor will it permit World FSB or World (Texas) to, sell, assign, transfer
or otherwise dispose of any shares of, securities convertible into or options, warrants or
rights to subscribe for or purchase shares of, Voting Stock of World FSB or World (Texas),
and will not permit World FSB or World (Texas) to issue any shares of, or securities
convertible into or options, warrants or rights to subscribe for or purchase shares of, such
Voting Stock (other than sales of directors qualifying shares) if, in each case, after
giving effect to any such transaction and to the issuance of the maximum number of shares of
Voting Stock of World FSB or World (Texas) issuable upon the exercise of all such
convertible securities, options, warrants or rights, World FSB or World (Texas), as the case
may be, would cease to be a Controlled Subsidiary, or




     (2) will not permit World FSB and World (Texas) to




     (A) merge or consolidate with or into any other corporation or other Person,
unless the surviving or resulting corporation or Person is the Company or is, or
upon consummation of the merger or consolidation will become, a Controlled
Subsidiary; or




     (B) lease, sell, assign, or transfer all or substantially all of its properties
and assets to any corporation or other Person, except to the Company or to a
Controlled Subsidiary or a Person that, upon such lease, sale, assignment or
transfer, will become a Controlled Subsidiary.



            Notwithstanding the foregoing, any such sale, assignment, transfer or other disposition of
securities, any such merger or consolidation or any such lease, sale, assignment or transfer of
properties and assets shall not be prohibited if required as a condition imposed by any law or any
rule, regulation or order of any governmental agency or authority to the acquisition by the
Company, directly or indirectly, through purchase of stock or assets, merger, consolidation or
otherwise, of any Person, provided that, upon and after giving effect to such transaction, (i) such



71









 




Person will be a Controlled Subsidiary, (ii) the Company shall have entered into a
supplemental Indenture to this Indenture agreeing that all the provisions of this Indenture as they
relate to World FSB and World (Texas) (including, without limitation, Sections 501(5), 501(6),
501(7), 1006, 1008 and this 1007) shall also apply to such Person and any Person that shall, after
the date of such supplemental indenture, succeed (whether by merger, consolidation, sale of assets
or otherwise and whether in one or more transactions or in successive transactions) to all or a
substantial part of the business or assets of such Person, (iii) immediately after giving effect to
such transaction, no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing, (iv) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such
transaction and supplemental indenture comply with this Section 1007 and that all conditions
precedent herein provided for relating to such transaction have been complied with, and (v) the
Consolidated Assets of the Company, immediately after giving effect to such transaction, will be at
least equal to the Consolidated Assets of the Company immediately prior thereto. Nothing in this
Section shall prohibit the Company or any Controlled Subsidiary from the sale or transfer of assets
pursuant to any securitization transaction.




      Section 1008. Limitation on Creation of Certain Liens.



            So long as any of the Securities shall be outstanding, the Company will not, nor will it
permit World FSB or World (Texas) to, create, assume, incur, or suffer to be created, assumed or
incurred or to exist, directly or indirectly, any indebtedness for borrowed money that is secured,
directly or indirectly, by any pledge of, or any encumbrance, security interest or other lien on,
any shares of, or securities convertible into or options, warrants or rights to subscribe for or
purchase shares of, Voting Stock of World FSB or World (Texas), without making effective provision
whereby the Securities of all series shall be equally and ratably secured with any and all such
indebtedness if, treating such pledge, encumbrance, security interest or lien as a transfer of the
shares of, or securities convertible into or options, warrants or rights to subscribe for or
purchase shares of, Voting Stock of World FSB and World (Texas) subject thereto to the secured
party and after giving effect to the issuance of the maximum number of shares of Voting Stock of
World FSB or World (Texas), as the case may be, issuable upon the exercise of all such convertible
securities, options, warrants or rights, World FSB or World (Texas), as the case may be, would not
continue to be a Controlled Subsidiary.



      Section 1009. Waiver of Certain Covenants.



            The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 1007 or 1008 with respect to the Securities of any series if, before
the time for such compliance, the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance
in such instance or generally shall have waived compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.



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ARTICLE ELEVEN




Redemption of Securities




      Section 1101. Applicability of Article.



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



      Section 1102. Election to Redeem; Notice to Trustee.



            The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In the case of any redemption at the election of the Company of less than all the Securities of
any series with the same (i) Stated Maturity, (ii) period or periods within which, price or prices
at which and terms and conditions upon which such Securities may or shall be redeemed or purchased,
in whole or in part, at the option of the Company or pursuant to any sinking fund or analogous
provision or repayable at the option of the Holder, (iii) rate or rates at which the Securities
bear interest, if any, or formula pursuant to which such rate or rates accrue, (iv) date or dates
on which interest shall be payable and (v) currencies in which such Securities are denominated and
payable (collectively, the “Equivalent Principal Terms”), the Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series and with such Equivalent Principal Terms to be redeemed. In the case of
any redemption of Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities with Equivalent Principal Terms or elsewhere in this
Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities with Equivalent Principal Terms, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.



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



            If less than all the Securities with Equivalent Principal Terms of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee, from the Outstanding Securities with Equivalent Principal Terms
of such series not previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Registered Securities with Equivalent Principal Terms of such series of a
denomination larger than the minimum authorized denomination for Securities with Equivalent
Principal Terms of that series.



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



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



      Section 1104. Notice of Redemption.



            Notice of redemption shall be given in the manner provided in Section 106 to the Holders of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



            All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all the Outstanding Securities with Equivalent Principal Terms 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,




     (4) 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 unless the Company shall default in the payment of the
Redemption Price plus accrued interest,




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




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




     (7) the CUSIP number of the Securities, if any.



            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 written request, by the Trustee in the name and at the
expense of the Company in which event the Company shall provide the Trustee with the information
required by Clauses (1) through (7) above.



      Section 1105. Deposit of Redemption Price.



            On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in immediately available funds sufficient to pay the
Redemption Price of, and (if accrued interest is to be paid to the Persons surrendering the
relevant Securities for redemption) accrued interest on, all the Securities which are to be
redeemed on that date.



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      Section 1106. Securities Payable on Redemption Date.



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



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



            If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security or with respect to such Securities pursuant to
Section 301, as the case may be, or, if no such interest rate is prescribed therefor, at the
interest rate or rates borne by such Securities.



      Section 1107. Securities Redeemed in Part.



            Any Registered Security which is to be redeemed only in part shall be surrendered at a Place
of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the Company



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shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Registered Security or Securities of the same series and of like
tenor and terms, 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.




ARTICLE TWELVE




Sinking Funds




      Section 1201. Applicability of Article.



            The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for Securities
of such series.



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



      Section 1202. Satisfaction of Sinking Fund Payments with Securities.



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



      Section 1203. Redemption of Securities for Sinking Fund.



            Not less than 60 days prior to each sinking fund payment date for Securities of any series or
such shorter period as shall be satisfactory to the Trustee, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and will also deliver
to the Trustee any Securities to be so delivered. The Trustee shall select the



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Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 1103 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.




ARTICLE THIRTEEN




Meetings of Holders of Securities




      Section 1301. Purposes for Which Meetings May Be Called.



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



      Section 1302. Call, Notice and Place of Meetings.



            (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 1301, to be held at such time and at such place in the Borough of
Manhattan, the City of New York or, if the Securities of such series are Bearer Securities, in
London as the Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not
less than 21 nor more than 180 days prior to the date fixed for the meeting.



            (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 1301, by written request setting forth in reasonable detail the action proposed to be taken
at the meeting, and the Trustee shall not have made the first publication of the notice of such
meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the
meeting to be held as provided herein, then the Company or the Holders of Securities of such series
in the amount above specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, the City of New York or, if the Securities of such series are Bearer
Securities, in London for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in Subsection (a) of this Section.



      Section 1303. Persons Entitled to Vote at Meetings.



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



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      Section 1304. Quorum; Action.



            The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with respect
to a request, demand, authorization, direction, notice, consent, waiver or other action which this
Indenture or the Securities of any series expressly provides may be given, made or taken by the
Holders of not less than 66-2/3% in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a period of not less than
10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In
the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior
to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 1302(a), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice
of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the Outstanding Securities of such series which shall constitute a
quorum.



            Except as limited by the proviso set forth in the first paragraph of Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by the proviso set forth in the first paragraph of Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture or the Securities of any series expressly provides may be given, made
or taken by the Holders of not less than 66-2/3% in principal amount of the Outstanding Securities
of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid only by the affirmative vote of the Holders of 66-2/3% in principal
amount of the Outstanding Securities of that series; and provided, further, that,
except as limited by the proviso set forth in the first paragraph of Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture or the Securities of any series expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a majority, in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of
the Holders of such specified percentage in principal amount of the Outstanding Securities of that
series.



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



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



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



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



            (c) At any meeting each Holder of a Security of such series and each proxy shall be entitled
to one vote for each $1,000 principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or as a proxy.



            (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 1302 at
which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority
in principal amount of the Outstanding Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.



      Section 1306. Counting Votes and Recording Action of Meetings.



            The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least
in duplicate of the proceedings of each meeting of Holders of
Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to such
record



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the original reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice
of the meeting and showing that such notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one such copy shall be delivered to the
Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive
evidence of the matters therein stated.




ARTICLE FOURTEEN




Defeasance and Covenant Defeasance




      Section 1401. Applicability of Article; Company’s Option to Effect Defeasance and Covenant
Defeasance.



            Unless the Company elects, pursuant to Section 301, not to permit the application of either or
both of (a) defeasance of the Securities of a series under Section 1402 or (b) covenant defeasance
of the Securities of a series under Section 1403, then the provisions of such Section or Sections,
as the case may be, together with the other provisions of this Article Fourteen, 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 Section 1402 (if
applicable) or Section 1403 (if applicable) be applied to the Outstanding Securities of such series
upon compliance with the conditions set forth below in this Article Fourteen. Subject to
compliance with the applicable provisions of this Article Fourteen, the Company may exercise its
option under Section 1402 notwithstanding the prior exercise of its option under Section 1403 with
respect to the Securities of such series.



      Section 1402. Defeasance and Discharge.



            Upon the Company’s exercise of its option to effect a defeasance of the Securities of a series
pursuant to this Section, the Company shall be deemed to have been discharged from its obligations
with respect to the Outstanding Securities of such series on the date the conditions set forth
below are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means 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), except for the
following which shall survive until otherwise terminated or discharged hereunder: (A) the rights
of Holders of Outstanding Securities of such series to receive, solely from the trust funds
described in Section 1404 and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when such payments are due, (B) the
provisions of Sections 304, 305, 306, 307, 1002, 1003 and 1005 insofar as such Sections relate to
the Securities of such series, (C) the rights, powers, trusts, duties, and immunities of the
Trustee hereunder and the payment obligations to any Authenticating Agent under Section 614 and (D)
this Article Fourteen.



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      Section 1403. Covenant Defeasance.



            Upon the Company’s exercise of its option to effect a covenant defeasance of the Securities of
a series pursuant to this Section, the Company shall be released from its obligations under
Sections 1007 and 1008, with respect to the Outstanding Securities of such series on and after the
date the conditions set forth below are satisfied (hereinafter, “covenant defeasance”). For this
purpose, such covenant defeasance means 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 any such Section, whether directly or indirectly by reason of
any reference elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.



      Section 1404. Conditions to Defeasance and Covenant Defeasance.



            The following shall be the conditions to application of either Section 1402 or 1403 to the
Outstanding Securities of a series:




     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609 who shall agree in
writing to comply with the provisions of this Article Fourteen applicable to it) 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)
money in an amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in immediately available
funds in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of and any
premium and each installment of principal of and any premium and interest on the Outstanding
Securities of such series on the Stated Maturity of such principal or installment of
principal or interest (including any additional amounts that may be required pursuant to
Section 1005); (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 and (iii) any
amounts that may be payable at the option of the Holders of the Securities of such series on
any Repayment Date;




     (2) Such defeasance or covenant defeasance, as the case may be, shall not cause the
Trustee for the Securities of such series to have a conflicting interest as defined in
Section 608 and for purposes of the Trust Indenture Act with respect to any securities of
the Company;




     (3) Such defeasance or covenant defeasance, as the case may be, shall not result in a
breach or violation of, or constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is bound;



81









 






     (4) Such defeasance or covenant defeasance, as the case may be, shall not cause any
Securities of such series then listed on any registered national securities exchange under
the Securities Exchange Act of 1934, as amended, to be delisted;




     (5) In the case of an election under Section 1402, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (i) (x) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (y) since the date of
this Indenture there has been a change in the applicable federal income tax law, 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 and (ii) in the case of Bearer Securities,
there will be no adverse federal tax consequences to the Holders of such Bearer Securities
as a result of such defeasance;




     (6) In the case of an election under Section 1403, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that (i) 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 and (ii) in the case of Bearer Securities, there
will be no adverse federal tax consequences to the Holders of such Bearer Securities as a
result of such covenant defeasance;




     (7) Such defeasance or covenant defeasance, as the case may be, 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 301;




     (8) The Company shall have delivered to the trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to the
defeasance under Section 1402 or the covenant defeasance under Section 1403, as the case may
be, have been complied with; and




     (9) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to the Securities of such series shall have occurred
and be continuing on the date of such deposit or, in the case of an election pursuant to
Section 1402, at any time during the period ending on the 91st day after the date of such
deposit (it being understood that, in the case of an election under Section 1402, this
condition shall not be deemed satisfied until the expiration of such period).



      Section 1405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.



            Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or



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other qualifying trustee
(collectively, for purposes of this Section 1405, the
“Trustee”) pursuant to Section 1404 in respect of the Outstanding Securities of any 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 (other than 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 any premium and interest, 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 U.S. Government Obligations deposited pursuant to Section 1404 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding Securities of such series. Such
obligation shall survive any removal or resignation of the Trustee.



            Anything in this Article Fourteen to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to
the Trustee, are in excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance, as the case may be.



      Section 1406. Reinstatement.



            If the Trustee (or other qualifying trustee appointed pursuant to Section 1405) or any Paying
Agent is unable to apply any moneys or U.S. Government Obligations (or any proceeds therefrom)
deposited pursuant to Section 1404 to pay any principal of or premium, if any, or interest, if any,
on the Securities of any series by reason of any legal proceeding or any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the Securities of such series shall be
revived and reinstated as though no such deposit had occurred, until such time as the Trustee (or
other qualifying trustee) or Paying Agent is permitted to apply all such moneys and U.S. Government
Obligations (or any proceeds therefrom) to pay the principal of and premium, if any, and interest,
if any, on the Securities of such series as contemplated by Sections 1404 and 1405; provided,
however, that if the Company makes any payment of the principal of or premium, if any, or interest,
if any, on the Securities of such series following the reinstatement of its obligations as
aforesaid, the Company shall be subrogated to the rights of the Holders of such Securities to
receive, after payment in full of the principal of and premium, if any, and interest, if any, on
such Securities, such payment from the trust funds so held by the Trustee (or other qualifying
trustee) or Paying Agent.



ARTICLE FIFTEEN




[Reserved]




83









 








ARTICLE SIXTEEN




Repayment at the Option of Securityholders




      Section 1601. Applicability of Article.



            Securities of any series which are repayable at the option of the Holders thereof before their
Stated Maturity shall be repaid in accordance with their terms and (except as otherwise
contemplated by Section 301 for Securities of such series) in accordance with this Article.



      Section 1602. Repayment of Securities.



            Each Security which is subject to repayment in whole or in part at the option of the Holder
thereof on a Repayment Date shall be repaid at the applicable Repayment Price together with (unless
otherwise specified pursuant to Section 301 with respect to Securities of that series) interest
accrued to such Repayment Date.



      Section 1603. Exercise of Option; Notice.



            Each Holder desiring to exercise his option for repayment shall, as conditions to such
repayment, surrender the Security to be repaid together with all coupons, if any, appertaining
thereto maturing after the Repayment Date and with written notice of the exercise of such option at
any office or agency of the Company in a Place of Payment, not less than 15 nor more than 30 days
prior to the Repayment Date. Such notice, which shall be irrevocable, shall identify the Security
to be repaid and shall, in the case of a Registered Security, specify the principal amount of such
Security to be repaid, which shall be not less than the minimum authorized denomination for such
Security or an integral multiple thereof and, in the case of a partial repayment of the Registered
Security, the denomination or denominations of the Security or Securities of like tenor and terms
as the Security so surrendered to be issued to the Holder for the portion of the principal of the
Security surrendered which is not to be repaid.



            Any Registered Security which is to be repaid only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new
Registered Security or Securities of like tenor and terms as the Security so surrendered 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.



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



84









 





      Section 1604. Securities Payable on the Repayment Date.



            Notice of exercise of the option of repayment having been given and the Securities so to be
repaid having been surrendered as aforesaid, such Securities shall, on the Repayment Date, become
due and payable at the Repayment Price therein specified and from and after such date (unless the
Company shall default in the payment of the Repayment Price and accrued interest) such Securities
shall cease to bear interest and the coupons for such interest appertaining to any Bearer Security
so to be repaid, except to the extent provided below, shall be void. Upon surrender of any such
Security for repayment in accordance with Section 1603 together with all coupons, if any,
appertaining thereto maturing after the Repayment Date, such Security shall be paid by the Company
at the Repayment Price, together with accrued interest to the Repayment Date; provided,
however, that installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Repayment Date shall be payable only at an office or agency located outside the United
States (except as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons for such interest, and
provided, further, that, unless otherwise specified as contemplated by Section 301,
installments of interest on Registered Securities whose Stated Maturity is on or prior to the
Repayment Date shall be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record Dates according to
their terms and the provisions of Section 307.



            On or prior to any Repayment Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in immediately available funds sufficient to pay the
Repayment Price of, and (if accrued interest is to be paid to the Persons surrendering the relevant
Securities for repayment) accrued interest on, all the Securities which are to be repaid on that
date.



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



            If any Security duly surrendered for repayment shall not be so paid, the principal and any
premium and interest shall, until paid and to the extent permitted by law, bear interest from the
Repayment Date at the rate prescribed therefor in the Security or with respect to such Securities
pursuant to Section 301, as the case may be, or, if no such interest rate is prescribed therefor,
at the interest rate or rates borne by such Securities.



85









 





ARTICLE SEVENTEEN




Immunity of Incorporators, Stockholders,

Officers and Directors




      Section 1701. Exemption from Individual Liability.



            No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or future, of the Company or
of any successor Person, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the
Company or of any successor Person, or any of them, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or inferred therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or statute, of, and any
and all such rights and claims against, every such incorporator, stockholder, officer or director,
as such, because of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any of the Securities or
implied therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such Securities.



*     *     *




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



86









 





            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first written above.



	 	 	 	 	 
	 	GOLDEN WEST FINANCIAL CORPORATION

 	 
	[SEAL] 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Attest:                                                            




               Name:

               Title:




	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	[SEAL] 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Attest:                                                            




               Name:

               Title:





87









 








STATE OF CALIFORNIA          )

COUNTY OF ALAMEDA          ) ss.




          On                                         , before me,                                         , a Notary Public in and for said County and
State, personally appeared                                         , personally known to me to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or the entity on
behalf of which the person acted, executed the within instrument.




Witness my hand and official seal.




Notary Public in and for said County and State





 









 





STATE OF NEW YORK             )

COUNTY OF NEW YORK          ) ss.




     On the 1st day of December 2005, before me, a Notary Public in and for said County and State,
personally appeared                                         , known to me to be the                                          of Deutsche Bank Trust
Company Americas, one of the entities described in and which executed the foregoing instrument, and
known to me to be the person who executed the within instrument on behalf of Deutsche Bank Trust
Company Americas; that he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; and that he/she acknowledged to me that Deutsche Bank Trust
Company Americas executed the within instrument pursuant to its bylaws or a resolution of its board
of directors.



Witness my hand and official seal.




Notary Public in and for said County and State





 









 








EXHIBIT A




(Forms of Certification)




Exhibit A.1




[Form of Certificate of Beneficial Ownership by a

Non-United States Person or by Certain Other Persons]




Certificate




GOLDEN WEST FINANCIAL CORPORATION




[Insert title or sufficient description of

Securities to be delivered]




     Reference is hereby made to the Indenture dated as of December 1, 2005 (the “Indenture”)
between Golden West Financial Corporation and Deutsche Bank Trust Company Americas, as trustee (the
“Trustee”) covering the above-captioned Securities (the “Securities”). This is to certify that as
of the date hereof,                                          principal amount of Securities credited to you for our
account (i) is owned by persons that are not United States Persons, as defined below; (ii) is owned
by United States Persons that are (a) foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) (“financial institutions”)
purchasing for their own account or for resale, or (b) United States Persons who acquired the
Securities through foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution encloses herewith a certificate in the
form of Exhibit A.2 to the Indenture); or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or (ii)) certify that
they have not acquired the Securities for purposes of resale directly or indirectly to a United
States Person or to a person within the United States or its possessions.



     We undertake to advise you by tested telex followed by written confirmation if the above
statement as to beneficial ownership is not correct on the earlier of the date of delivery to us of
the above-captioned Securities in bearer form or the first date of payment of interest as to all of
such Securities as then appear in your books as being held for our account. We understand that
this certificate is required in connection with United States tax laws. We irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in any administrative or
legal proceedings with respect to the matters covered by this certificate. “United States Person”
shall mean a citizen or resident of the United States of America (including the States and the
District of Columbia) (the “United States”), a corporation, partnership or other entity created or
organized in or under the laws of the United States or an estate or trust the income of which is
subject to United States federal income taxation regardless of its source.



A.1-1









 





     [This certificate excepts and does not relate to                                          principal amount of Securities
credited to you for our account and to which we are not now able to make the certification set
forth above. We understand that definitive Securities cannot be delivered and interest cannot be
paid until we are able to so certify with respect to such principal amount of Securities.]*



Dated:                                        


[To be dated on or after                                         (the date determined as provided in the Indenture)]








[Name of Person Entitled to

Receive Bearer Security]




      



(Authorized Signatory)





			
	Name:	 	
 










			
	Title:	 	
 
















 




			
	*	 	Delete if inappropriate





A.1-2









 





Exhibit A.2




[Form of Certificate of Status as a

Foreign Branch of a United States Financial Institution]




Certificate




GOLDEN WEST FINANCIAL CORPORATION




[Insert title or sufficient description

of Securities to be delivered]




     Reference is hereby made to the Indenture dated as of December 1, 2005 (the “Indenture”),
between Golden West Financial Corporation and Deutsche Bank Trust Company Americas, as trustee,
relating to the offering of the above-captioned Securities (the “Securities”).



     The undersigned represents that it is a branch located outside the United States of a United
States securities clearing organization, bank or other financial institution (as defined in U.S.
Treasury Regulation Section 1.165-12(c)(1)(v)) that holds customers’ securities in the ordinary
course of its trade or business and agrees, and authorizes you to advise the issuer or the issuer’s
agent, that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 and the regulations thereunder and is not purchasing for resale
directly or indirectly to a United States Person or to a person within the United States or it
possessions. We undertake to advise you by tested telex followed by written confirmation if the
statement in the immediately preceding sentence is not correct on the earlier of the date of
delivery of the above-captioned Securities in bearer form or the first date of payment of interest
with respect to such of the Securities as they appear on your books as being held for our account.



     We understand that this certificate is required in connection with the United States tax laws.
We irrevocably authorize you to produce this certificate or a copy hereof to any interested party
in any administrative or legal proceedings with respect to the matters covered by this certificate.
“United States Person” shall mean a citizen or resident of the United States of America (including
the States and the District of Columbia) (the “United States”), a corporation, partnership or other
entity created or organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless of its source.



A.2-1









 





     [This certificate excepts and does not relate to                                          principal amount of
Securities credited to you for our account and to which we are not now able to make the
certification set forth above. We understand that definitive Securities cannot be delivered and
interest cannot be paid until we are able to so certify with respect to such principal amount of
Securities.]*



Dated:                                        



[To be dated on or after                                          (the date determined as provided in the Indenture)]








[Name of Person Entitled to

Receive Bearer Security]




      



(Authorized Signatory)





			
	Name:	 	
 










			
	Title:	 	
 
















 




			
	*	 	Delete if inappropriate





A.2-2









 





Exhibit A.3




[Form of Certificate to be Given by Euroclear

and Clearstream in Connection with the Exchange

of All or a Portion of a Temporary Global

Security or to Obtain Interest Prior to Exchange]




Certificate




GOLDEN WEST FINANCIAL CORPORATION




[Insert title or sufficient description of

Securities to be delivered]




     We refer to that portion,                                                             , of the Global Security representing the
above-captioned issue of securities (the “Securities”) [which is herewith submitted to be exchanged
for definitive Securities]* [for which we are seeking to obtain payment of interest]* (the
“Submitted Portion”). This is to certify, pursuant to the Indenture dated as of December 1, 2005
(the “Indenture”) between Golden West Financial Corporation and Deutsche Bank Trust Company
Americas, as trustee (the “Trustee”), that we have received in writing, by tested telex or by
electronic transmission from member organizations with respect to each of the persons appearing in
our records as being entitled to a beneficial interest in the Submitted Portion a Certificate of
Beneficial Ownership by a Non-United States Person or by Certain Other Persons [and, in some cases,
a Certificate of Status as a Foreign Branch of a United States Financial Institution authorizing us
to inform the issuer or the issuer’s agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the regulations thereunder]*
substantially in the form of Exhibit A.1 [and A.2]* to the Indenture.



     [Insert if certificate relates to the delivery of Securities in bearer form — We hereby
request that you deliver to the office of                                          in                                          definitive Securities in
bearer form in the denominations on the attached Schedule A.]*



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



Dated:                                        




	 	 	 	 	 
	 	[EUROCLEAR BANK S.A./N.V., as Operator of the

Euroclear System] [Clearstream Banking S.A.]

 	 
	 	By  	 	 
	 	 	 	 
	 	 	 	 
	 



* Delete if inappropriate





A.3-1