exv4w2



 




EXHIBIT
4.2




 

 






WILMINGTON TRUST CORPORATION




and




NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION



Trustee





 







Indenture



Dated as of May 4, 1998




 







Subordinated Debt Securities




 

 









 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE ONE

	Definitions and Other Provisions of General Application

	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	Definitions
	 	 	1	 
	SECTION 1.02.

	 	Compliance Certificates and Opinions
	 	 	7	 
	SECTION 1.03.

	 	Form of Documents Delivered to Trustee
	 	 	8	 
	SECTION 1.04.

	 	Acts of Holders
	 	 	8	 
	SECTION 1.05.

	 	Notices, etc., to Trustee and Company
	 	 	10	 
	SECTION 1.06.

	 	Notices to Holders; Waiver
	 	 	10	 
	SECTION 1.07.

	 	Language of Notices, etc.
	 	 	10	 
	SECTION 1.08.

	 	Conflict with Trust Indenture Act
	 	 	11	 
	SECTION 1.09.

	 	Effect of Headings and Table of Contents
	 	 	11	 
	SECTION 1.10.

	 	Successors and Assigns
	 	 	11	 
	SECTION 1.11.

	 	Separability Clause
	 	 	11	 
	SECTION 1.12.

	 	Benefits of Indenture
	 	 	11	 
	SECTION 1.13.

	 	Legal Holidays
	 	 	11	 
	SECTION 1.14.

	 	Governing Law
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE TWO

	Security Forms

	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Forms Generally
	 	 	11	 
	SECTION 2.02.

	 	Form of Securities
	 	 	12	 
	SECTION 2.03.

	 	Form of Trustee’s Certificate of Authentication
	 	 	12	 
	SECTION 2.04.

	 	Global Securities
	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE THREE

	The Securities

	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Title and Terms
	 	 	13	 
	SECTION 3.02.

	 	Denominations
	 	 	15	 
	SECTION 3.03.

	 	Execution, Authentication, Delivery and Dating
	 	 	15	 
	SECTION 3.04.

	 	Temporary Securities
	 	 	17	 
	SECTION 3.05.

	 	Registration, Registration of Transfer and Exchange
	 	 	18	 
	SECTION 3.06.

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	20	 
	SECTION 3.07.

	 	Payment of Interest; Interest Rights Preserved
	 	 	21	 
	SECTION 3.08.

	 	Persons Deemed Owners
	 	 	22	 
	SECTION 3.09.

	 	Cancellation
	 	 	22	 
	SECTION 3.10.

	 	Computation of Interest
	 	 	22	 
	SECTION 3.11.

	 	[RESERVED]
	 	 	22	 
	SECTION 3.12.

	 	[RESERVED]
	 	 	23	 
	SECTION 3.13.

	 	CUSIP Numbers
	 	 	23	 






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	ARTICLE FOUR

	Redemption of Securities

	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Applicability of Article
	 	 	23	 
	SECTION 4.02.

	 	Election To Redeem; Notice To Trustee
	 	 	23	 
	SECTION 4.03.

	 	Selection by Security Registrar of Securities To Be Redeemed
	 	 	23	 
	SECTION 4.04.

	 	Notice of Redemption
	 	 	24	 
	SECTION 4.05.

	 	Deposit of Redemption Price
	 	 	24	 
	SECTION 4.06.

	 	Securities Payable on Redemption Date
	 	 	25	 
	SECTION 4.07.

	 	Securities Redeemed in Part
	 	 	25	 
	SECTION 4.08.

	 	Redemption Suspended During Event of Default
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE FIVE

	Covenants

	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Payment of Principal, Premium and Interest
	 	 	25	 
	SECTION 5.02.

	 	Maintenance of Office or Agency
	 	 	26	 
	SECTION 5.03.

	 	Money for Security Payments To Be Held in Trust
	 	 	26	 
	SECTION 5.04.

	 	[RESERVED]
	 	 	27	 
	SECTION 5.05.

	 	Statement as to Compliance
	 	 	27	 
	SECTION 5.06.

	 	Maintenance of Corporate Existence, Rights and Franchises
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE SIX

	Holders’ Lists and Reports by Trustee and Company

	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	Company To Furnish Trustee Names and Addresses of Holders
	 	 	28	 
	SECTION 6.02.

	 	Preservation of Information; Communications to Holders
	 	 	28	 
	SECTION 6.03.

	 	Reports by Trustee
	 	 	30	 
	SECTION 6.04.

	 	Reports by Company
	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE SEVEN

	Remedies

	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	Events of Default
	 	 	31	 
	SECTION 7.02.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	31	 
	SECTION 7.03.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	32	 
	SECTION 7.04.

	 	Trustee May File Proofs of Claim
	 	 	33	 
	SECTION 7.05.

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	34	 
	SECTION 7.06.

	 	Application of Money Collected
	 	 	34	 
	SECTION 7.07.

	 	Limitation on Suits
	 	 	34	 
	SECTION 7.08.

	 	Unconditional Right of Holders To Receive Principal, Premium and
Interest
	 	 	35	 
	SECTION 7.09.

	 	Restoration of Rights and Remedies
	 	 	36	 
	SECTION 7.10.

	 	Rights and Remedies Cumulative
	 	 	36	 
	SECTION 7.11.

	 	Delay or Omission Not Waiver
	 	 	36	 
	SECTION 7.12.

	 	Control by Holders
	 	 	36	 
	SECTION 7.13.

	 	Waiver of Past Defaults
	 	 	36	 
	SECTION 7.14.

	 	Undertaking for Costs
	 	 	37	 
	SECTION 7.15.

	 	Waiver of Stay or Extension Laws
	 	 	37	 






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	ARTICLE EIGHT

	The Trustee

	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	Certain Duties and Responsibilities
	 	 	37	 
	SECTION 8.02.

	 	Notice of Default
	 	 	39	 
	SECTION 8.03.

	 	Certain Rights of Trustee
	 	 	39	 
	SECTION 8.04.

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	40	 
	SECTION 8.05.

	 	May Hold Securities
	 	 	40	 
	SECTION 8.06.

	 	Money Held in Trust
	 	 	40	 
	SECTION 8.07.

	 	Compensation and Reimbursement
	 	 	40	 
	SECTION 8.08.

	 	Disqualification; Conflicting Interests
	 	 	41	 
	SECTION 8.09.

	 	Corporate Trustee Required; Eligibility
	 	 	41	 
	SECTION 8.10.

	 	Resignation and Removal; Appointment of Successor
	 	 	42	 
	SECTION 8.11.

	 	Acceptance of Appointment by Successor
	 	 	43	 
	SECTION 8.12.

	 	Merger, Conversion, Consolidation or Succession to Business of Trustee
	 	 	44	 
	SECTION 8.13.

	 	Preferential Collection of Claims Against Company
	 	 	45	 
	SECTION 8.14.

	 	Appointment of Authenticating Agents
	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE NINE

	Supplemental Indentures

	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Supplemental Indentures Without Consent of Holders
	 	 	46	 
	SECTION 9.02.

	 	Supplemental Indentures With Consent of Holders
	 	 	47	 
	SECTION 9.03.

	 	Execution of Supplemental Indentures
	 	 	48	 
	SECTION 9.04.

	 	Effect of Supplemental Indentures
	 	 	49	 
	SECTION 9.05.

	 	Conformity with Trust Indenture Act
	 	 	49	 
	SECTION 9.06.

	 	Reference in Securities to Supplemental Indentures
	 	 	49	 
	SECTION 9.07.

	 	Subordination Unimpaired
	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE TEN

	Consolidation. Merger, Conveyance or Transfer

	 
	 	 	 	 	 	 
	SECTION 10.01.

	 	Company May Consolidate, etc., Only on Certain Terms
	 	 	49	 
	SECTION 10.02.

	 	Successor Corporation Substituted
	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE ELEVEN

	Satisfaction and Discharge

	 
	 	 	 	 	 	 
	SECTION 11.01.

	 	Satisfaction and Discharge of Indenture
	 	 	50	 
	SECTION 11.02.

	 	Application of Trust Money
	 	 	51	 
	SECTION 11.03.

	 	Reinstatement
	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE TWELVE

	Immunity of Incorporators, Stockholders, Officers and Directors

	 
	 	 	 	 	 	 
	SECTION 12.01.

	 	Exemption from Individual Liability
	 	 	51	 






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	ARTICLE THIRTEEN

	Sinking Funds

	 
	 	 	 	 	 	 
	SECTION 13.01.

	 	Applicability of Article
	 	 	52	 
	SECTION 13.02.

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	52	 
	SECTION 13.03.

	 	Redemption of Securities for Sinking Fund
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE FOURTEEN

	Subordination of Securities

	 
	 	 	 	 	 	 
	SECTION 14.01.

	 	Agreement To Subordinate
	 	 	53	 
	SECTION 14.02.

	 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities
	 	 	53	 
	SECTION 14.03.

	 	Payments on Securities Prohibited During Event of Default under Senior
Indebtedness
	 	 	56	 
	SECTION 14.04.

	 	Payments on Securities Permitted
	 	 	56	 
	SECTION 14.05.

	 	Authorization of Holders to Trustee To Effect Subordination
	 	 	56	 
	SECTION 14.06.

	 	Notice to Trustee
	 	 	56	 
	SECTION 14.07.

	 	Right of Trustee To Hold Senior Indebtedness or General Obligations
	 	 	57	 
	SECTION 14.08.

	 	Article Fourteen Not To Prevent Defaults or Events of Default
	 	 	57	 
	SECTION 14.09.

	 	Payment of Proceeds in Certain Cases
	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE FIFTEEN

	Repayment at the Option of Holders

	 
	 	 	 	 	 	 
	SECTION 15.01.

	 	Applicability of Article
	 	 	58	 
	SECTION 15.02.

	 	Repayment of Securities
	 	 	58	 
	SECTION 15.03.

	 	Exercise of Option; Notice
	 	 	58	 
	SECTION 15.04.

	 	Election of Repayment by Remarketing Entities
	 	 	59	 
	SECTION 15.05.

	 	Securities Payable on the Repayment Date
	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE SIXTEEN

	Meetings of Holders of Securities

	 
	 	 	 	 	 	 
	SECTION 16.01.

	 	Purposes for Which Meetings May Be Called
	 	 	59	 
	SECTION 16.02.

	 	Call, Notice and Place of Meetings
	 	 	60	 
	SECTION 16.03.

	 	Persons Entitled To Vote at Meetings
	 	 	60	 
	SECTION 16.04.

	 	Quorum, Action
	 	 	60	 
	SECTION 16.05.

	 	Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	61	 
	SECTION 16.06.

	 	Counting Votes and Recording Action of Meetings
	 	 	62	 
	 
	 	 	 	 	 	 
	ARTICLE SEVENTEEN

	Miscellaneous

	 
	 	 	 	 	 	 
	SECTION 17.01.

	 	Counterparts
	 	 	62	 
	 
	 	 	 	 	 	 
	EXHIBIT A:

	 	Form of Subordinated Note	 	 	 	 






iv









 





     THIS INDENTURE is entered into as of May 4, 1998, between WILMINGTON TRUST CORPORATION, a
corporation organized and existing under the laws of the State of Delaware (hereinafter called the
“Company”), having its principal executive office at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, and Norwest Bank Minnesota, National Association, a national banking
association (hereinafter called the “Trustee”), having its principal corporate trust office at
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.



RECITALS OF THE COMPANY




     The Company deems it necessary or advisable from time to time to issue its unsecured
subordinated debentures, notes, bonds and other evidences of indebtedness to be issued in one or
more series (hereinafter called the “Securities”) as hereinafter set forth, and to provide therefor
the Company has duly authorized the execution and delivery of this Indenture.



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE



Definitions and Other Provisions of General Application




     SECTION 1.01. Definitions. For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:




     (i) the term “this 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 3.01;




     (ii) all references in this instrument to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this
Indenture. 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;




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




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



 









 







all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as may be otherwise
expressly provided herein or in one or more indentures supplemental hereto, the term
“generally accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles as are generally accepted at the
date of such computation.



     “Act,” when used with respect to any Holder, has the meaning specified in Section 1.04.



     “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 to act on behalf of the Trustee to
authenticate Securities pursuant to Section 8.14.



     “Authorized Newspaper” means a newspaper, in the English language, 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.



     “Authorized Officer” means the Chairman of the Board, the President, any Vice Chairman of the
Board, any Vice President, the Treasurer, the Secretary, the Comptroller, any Assistant Controller,
any Assistant Treasurer or any Assistant Secretary of the Company.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



     “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 any day, other than a Saturday or Sunday, on which banking institutions
in the City of Wilmington, Delaware and any Place of Payment for the Securities are open for
business.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or if at any time after the execution and delivery 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.



2









 





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



     “Company Request” and “Company Order” mean, respectively, a written request or order signed in
the name of the Company by an Authorized Officer and delivered to the Trustee.



     “Corporation” includes corporations, associations, companies and business trusts.



     “Default” has the meaning specified in Section 7.07.



     “Defaulted Interest” has the meaning specified in Section 3.07.



     “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of a Global Security, the Person designated as Depositary by the Company pursuant to Section
3.01 until a successor Depositary shall have been appointed pursuant to Section 3.05, and
thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and
if at any time there is more than one such Person, “Depositary” as used with respect to the
Securities of any such series shall mean the Depositary with respect to the Securities of that
series.



     “Dollar” or “$” means the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.



     “Event of Default” has the meaning specified in Section 7.01.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any statute successor thereto.



     “General Obligations” means, unless otherwise determined with respect to any series of
Securities pursuant to Section 3.01, all obligations of the Company to make payment on account of
claims in respect of derivative products such as interest and foreign exchange rate contracts,
commodity contracts and similar arrangements, other than (i) obligations on account of Senior
Indebtedness, (ii) obligations on account of indebtedness for money borrowed ranking pari passu
with or subordinate to the Securities and (iii) obligations which by their terms are expressly
stated not to be superior in right of payment to the Securities or to rank on a parity with the
Securities; provided, however, that, notwithstanding the foregoing, in the event
that any rule, guideline or interpretation promulgated or issued by the Board of Governors of the
Federal Reserve System (or other competent regulatory agency or authority), as from time to time in
effect, establishes or specifies criteria for the inclusion in regulatory capital of subordinated
debt of a bank holding company requiring that such subordinated debt be subordinated to obligations
to creditors in addition to those set forth above, then the term “General Obligations” shall also
include such additional obligations to creditors, as from time to time in effect pursuant to such
rules, guidelines or interpretations. For purposes of this definition, “claim” shall have the
meaning assigned thereto in Section 101(5) of the Bankruptcy Code of 1978, as amended to the date
of this instrument.



3









 





     “Global Security” means a Security issued to evidence all or a part of a series of Securities
in accordance with Section 3.03.



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



     “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 series of Securities, means the Stated
Maturity of an installment of interest on such Securities.



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



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
President, a Vice Chairman of the Board 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 certificate shall contain the statements set
forth in Section 1.02, if applicable.



     “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise
expressly provided in this Indenture) be an employee of the Company, and who shall be reasonably
acceptable to the Trustee. Each such opinion shall contain the statements set forth in Section
1.02, if applicable.



     “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 7.02.



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




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




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




     (iii) such Securities in lieu of which other Securities have been authenticated and
delivered pursuant to Section 3.06 of this Indenture;



4









 




provided, however, that, in determining whether the Holders of the requisite
principal amount of such Securities Outstanding 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, the principal amount of Original Issue Discount Securities that shall be
deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would
be due and payable as of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 7.02, and Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be
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 such other obligor.




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



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.



     “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where, subject to the provisions of Section 5.02, the principal of (and premium, if any) and
interest on the Securities of that series are payable as specified in accordance with Section 3.01.



     “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 3.06 in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.



     “Principal Corporate Trust Office” means the office of the Trustee, at which at any particular
time its corporate trust business shall be principally administered, which office at the date of
execution of this instrument is at the address set forth in the first paragraph of this instrument.



     “Principal Paying Agent” means the Paying Agent, if any, designated as such by the Company
pursuant to Section 3.01 of this Indenture.



     “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
specified in such Security at which it is to be redeemed pursuant to this Indenture.



5









 





     “Regular Record Date” for the interest payable on any Security on any Interest Payment Date
means the date, if any, specified in such Security as the “Regular Record Date.”



     “Remarketing Entity,” when used with respect to the Securities of any series which are
repayable at the option of the Holders thereof before their Stated Maturity, means any Person
designated by the Company to purchase any such Securities.



     “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 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, means any officer of the Trustee
with direct responsibility for the administration of this Indenture and also means, with respect to
a particular corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of his knowledge of and familiarity with the particular subject.



     “Security Register” has the meaning specified in Section 3.05.



     “Security Registrar” has the meaning specified in Section 3.05.



     “Senior Indebtedness” means the principal of, premium, if any, and interest on (i) all of the
Company’s indebtedness for money borrowed, other than the Securities, whether outstanding on the
date of execution of this Indenture or thereafter created, assumed or incurred, except such
indebtedness as is by its terms expressly stated to be not superior in right of payment to the
Securities or to rank pari passu with the Securities and (ii) any deferrals, renewals or extensions
of any such Senior Indebtedness. The term “indebtedness for money borrowed” as used in the
foregoing sentence shall include, without limitation, any obligation of, or any obligation
guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds,
debentures, notes or other written instruments, and any deferred obligation for the payment of the
purchase price of property or assets.



     “Special Record Date” for the payment of any Defaulted Interest means the date fixed by the
Trustee pursuant to Section 3.07.



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



     “Subsidiary of the Company” or “Subsidiary” means a corporation at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or
more Subsidiaries of the Company, or by the Company and one or more Subsidiaries of the Company.



6









 





     As used under this heading, the term “voting stock” means stock having ordinary voting power
for the election of directors irrespective of whether or not stock of any other class or classes
shall have or might have voting power by reason of the happening of any contingency.



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



     “Trust Indenture Act” or “TIA” (except as herein otherwise expressly provided) means the Trust
Indenture Act of 1939, as in force at the date as of which this instrument was executed, and, to
the extent required by law, as amended.



     “United States” means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its jurisdiction.



     “Vice President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before or after the title
“vice president.”



     SECTION 1.02. Compliance Certificates and Opinions. Upon any application or request
by the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion need be
furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except as otherwise expressly provided in this Indenture) shall include:




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




     (ii) 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;




     (iii) 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



7









 






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



     SECTION 1.03. 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.



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



     SECTION 1.04. Acts of Holders.




     (i) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders or Holders of any series
may be embodied in and evidenced by one or more instruments of substantially similar tenor
signed by such Holders in person or by an agent duly appointed in writing or may be embodied
in and evidenced in a record of any meeting. 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 the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to Section
8.01) 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 16.06.




     (ii) The fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by the certificate of any
notary public or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing acknowledged to



8









 







him the execution thereof. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute proof of the
authority of the Person executing the same. 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.




     (iii) The ownership of Securities shall be proved by the Security Register.




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




     (v) The Company may, in the circumstances permitted by the Trust Indenture Act, set a
record date for purposes of determining the identity of Holders of Securities of any series
entitled to give any request, demand, authorization, direction, notice, consent, waiver or
take any other Act, or to vote or consent to any action by vote or consent authorized or
permitted to be given or taken by Holders of Securities of such series. If not set by the
Company prior to the first solicitation of a Holder of Securities of such Series made by any
Person in respect of any such action, or in the case of any such vote, prior to such vote,
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 6.01 prior to such solicitation.




     (vi) Without limiting the foregoing, a Holder entitled hereunder to take any action
hereunder with regard to any particular Security may do so with regard to all or any part of
the principal amount of such Security or by one or more duly appointed agents, each of which
may do so pursuant to such appointment with regard to all or any part of such principal
amount. Any notice given or action taken by a Holder or its agents with regard to different
parts of such principal amount pursuant to this paragraph shall have the same effect as if
given or taken by separate Holders of each such different part.




     (vii) Without limiting the generality of the foregoing, unless otherwise specified
pursuant to Section 3.01 or pursuant to one or more indentures supplemental hereto, a
Holder, including a Depositary that is the Holder of a Global Security, may make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders, and a Depositary that is the Holder of a Global Security may
provide its proxy or proxies to the beneficial owners of interests in any such Global
Security through such Depositary’s standing instructions and customary practices.




     (viii) The Company may fix a record date for the purpose of determining the Persons who
are beneficial owners of interests in any Global Security held by a Depositary entitled
under the procedures of such Depositary to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction,



9









 







notice, consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders. If such a record date is fixed, the Holders on such record date or their
duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or
take such request, demand, authorization, direction, notice, consent, waiver or other
action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date.



     SECTION 1.05. 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,




     (i) 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
Principal Corporate Trust Office, Attention: Jane Schweiger, or




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



     SECTION 1.06. Notices to Holders; Waiver. Where this Indenture or any Security
provides for notice to Holders of any event, such notice shall be sufficiently given (unless
expressly provided otherwise herein or in such Security) if it is in writing and is mailed, first
class, postage prepaid, or it is delivered to the United States Post Office or a recognized
delivery company (such as Federal Express) for next-day delivery, to each Holder of Securities
affected by such event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving of such notice.



     In 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 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 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 Securities shall affect the sufficiency of such notice with respect to other Holders of
Securities.



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



     SECTION 1.07. Language of Notices, etc. Any request, demand, authorization,
direction, notice, consent or waiver required or permitted under this Indenture shall be in the



10









 







English language, except that any published notice may be in an official language of the
country of publication.



     SECTION 1.08. Conflict with Trust Indenture Act. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with
another provision (an “incorporated provision”) included in, this Indenture by operation of,
Sections 310 and 318, inclusive, of the TIA, such imposed duties or incorporated provision shall
control.



     SECTION 1.09. 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 1.10. Successors and Assigns. All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.



     SECTION 1.11. Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     SECTION 1.12. Benefits of Indenture. Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, the Holders and, to the extent provided in Article Fourteen hereof, the Holders of
Senior Indebtedness and creditors in respect of General Obligations, any benefit or any legal or
equitable right, remedy or claim under this Indenture.



     SECTION 1.13. Legal Holidays. Unless otherwise provided as contemplated by Section
3.01 with respect to any series of Securities, in any case where any Interest Payment Date, Stated
Maturity, Repayment Date or Redemption Date of any Security or any date on which any Defaulted
Interest is proposed to be paid shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provisions of the Securities or this Indenture) payment of the principal
of, premium, if any, or interest on any Securities need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day with the same force and effect as if
made on the Interest Payment Date, Stated Maturity, Repayment or Redemption Date or on the date on
which Defaulted Interest is proposed to be paid and, if such payment is made, no interest shall
accrue on such payment for the period from and after any such Interest Payment Date, Stated
Maturity, Repayment Date or Redemption Date or date on which Defaulted Interest is proposed to be
paid, as the case may be.



     SECTION 1.14. Governing Law. This Indenture and the Securities shall be construed in
accordance with and governed by the laws of the State of New York.



ARTICLE TWO



Security Forms




     SECTION 2.01. Forms Generally. All Securities shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this



11









 







Indenture, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.



     Unless otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, the Securities of each series shall be issuable in registered form without coupons.



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



     SECTION 2.02. Form of Securities. Each Security shall be in one of the forms approved
from time to time by or pursuant to a Board Resolution or an indenture supplemental hereto. Upon
or prior to the delivery of a Security in any such form to the Trustee for authentication, the
Company shall deliver to the Trustee the following;




     (i) such indenture supplemental hereto or the Board Resolution by or pursuant to which
such form of Security has been approved, certified by the Secretary or an Assistant
Secretary of the Company;




     (ii) the Officers’ Certificate required by Section 3.01 of this Indenture;




     (iii) the Company Order required by Section 3.03 of this Indenture; and




     (iv) the Opinion of Counsel required by Section 3.03 of this Indenture.



     If temporary Securities of any series are issued in global form as permitted by Section 3.04,
the form thereof also shall be established as provided in this Section 2.02.



     SECTION 2.03. Form of Trustee’s Certificate of Authentication. The Trustee’s
certificates of authentication shall be in substantially the form set forth below.



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	 	NORWEST BANK MINNESOTA, 

NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




     SECTION 2.04. Global Securities. If Securities of a series are issuable in whole or
in part in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause
(xii) of Section 3.01 and the provisions of Section 3.02, such Global Security shall represent such



12









 







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 or increased to reflect the issuance of
additional uncertificated securities of such series. Any endorsement of a Global Security to
reflect the amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04.



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



ARTICLE THREE



The Securities




     SECTION 3.01. Title and Terms. The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited. The Securities may be issued up
to the aggregate principal amount of Securities from time to time authorized by or pursuant to a
Board Resolution.



     The Securities may be issued in one or more series. All Securities of each series issued
under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof
with respect to such series without preference, priority or distinction on account of the actual
time or times of the authentication and delivery or Maturity of the Securities of such series.
There shall be established in or pursuant to a Board Resolution, and set forth in, 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,




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




     (ii) any limit upon the aggregate principal amount or aggregate initial public offering
price of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of that series pursuant to this
Article Three or Sections 4.07, 9.06 or 15.03);




     (iii) the priority of payment, if any, of the Securities;




     (iv) the price or prices (which may be expressed as a percentage of the aggregate
principal amount thereof) at which the Securities will be issued;




     (v) the date or dates on which the principal and premium, if any, of the Securities of
the series is payable;



13









 






     (vi) the rate or rates at which the Securities of the series shall bear interest, if
any, or the method or methods by which such 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, the Regular Record Date for the interest payable on any Interest
Payment Date and the basis upon which interest shall be calculated if other than that of a
360-day year consisting of twelve 30-day months;




     (vii) the extent to which any of the Securities will be issuable in temporary or
permanent global form, and, in such case, the Depositary for such Global Security or
Securities, the terms and conditions, if any, upon which such Global Security may be
exchanged in whole or in part for Securities other than Global Securities, and the manner in
which any interest payable on a temporary or permanent Global Security will be paid, whether
or not consistent with Section 3.04 or 3.05;




     (viii) the office or offices or agency where, subject to Section 5.02, the Securities
may be presented for registration of transfer or exchange;




     (ix) the place or places where, subject to the provisions of Section 5.02, the
principal of (and premium, if any) and interest, if any, on Securities of the series shall
be payable;




     (x) 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;




     (xi) 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;




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




     (xiii) whether any of the Securities will be issued as original Issue Discount
Securities and the portion of the principal amount of such Securities which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02;




     (xiv) information with respect to book-entry procedures, if any;




     (xv) any addition to or change in the Events of Default or covenants of the Company
pertaining to the Securities of the series; and




     (xvi) any other terms of the series.



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to such Board Resolution and set forth,



14









 




or determined in the manner provided, in such Officers’ Certificate or in any indenture
supplement hereto.




     Securities of any particular series may be issued at various times, with different dates on
which the principal or any installment of principal is payable, with different rates of interest,
if any, or different methods by which rates of interest may be determined, with different dates on
which such interest may be payable and with different Redemption Dates or Repayment Dates.



     All Securities shall be subordinate and junior in right of payment to the obligations of the
Company to holders of Senior Indebtedness and creditors in respect of General Obligations of the
Company as provided in Article Fourteen.



     Notwithstanding Section 3.01(ii) and unless otherwise expressly provided with respect to a
series of Securities, the aggregate principal amount of a series of Securities may be increased and
additional Securities of such series may be issued up to the maximum aggregate principal amount
authorized with respect to such series as increased.



     SECTION 3.02. Denominations. The Securities of each series shall be issuable in such
form and denominations as shall be specified as contemplated by Section 3.01. In the absence of
any specification with respect to the Securities of any series, the Securities of each series shall
be issuable only as Securities without coupons in denominations of $1,000 and any integral multiple
thereof.



     SECTION 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be
executed on behalf of the Company by its Chairman of the Board, President, Vice Chairman of the
Board, Treasurer or a Vice President, and by its Secretary or one of its Assistant Secretaries.
The signatures of any or all of these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee shall, upon receipt of the Company Order, authenticate and deliver such
Securities as in this Indenture provided and not otherwise.



     If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to
be issued in whole or in part in the form of one or more Global Securities in registered form, then
the Company shall execute and the Trustee shall, in accordance with this Section and a Company
Order for the authentication and delivery of such Global Securities with respect to such series,
authenticate and deliver one or more Global Securities in permanent or temporary form that (i)
shall represent and shall be denominated in an aggregate amount equal to the aggregate principal
amount of the Outstanding Securities of such series to be represented by one or more Global
Securities, (ii) shall be registered in the name of the Depositary for such Global



15









 







Security or Securities or the nominee of such Depositary and (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instructions.



     Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form
must, at the time of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or regulation.



     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 8.01) shall be fully protected in relying upon, an Opinion of Counsel complying with
Section 1.02 and stating that:




     (i) the form of such Securities has been established in conformity with the provisions
of this Indenture;




     (ii) the terms of such Securities or the manner of determining such terms have been
established in conformity with the provisions of this Indenture;




     (iii) such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other laws of general applicability
relating to or affecting the enforcement of creditors’ rights and to general principles of
equity; and




     (iv) such other matters as the Trustee may reasonably request.



     The Trustee shall not be required to authenticate such Securities if the issue thereof will
adversely affect the Trustee’s own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of
a series are not to be originally issued at one time, it shall not be necessary to deliver the
Board Resolution or Officers’ Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior
to the time of authentication of each Security of such series if such documents are delivered at or
prior to the authentication upon original issuance of the first Security of such series to be
issued and such documents reasonably contemplate the issuance of all Securities of such series;
provided that any subsequent request by the Company to the Trustee to authenticate
Securities of such series upon original issuance shall constitute a representation and warranty by
the Company that, as of the date of such request, the statements made in the Officers’ Certificate
or other certificates delivered pursuant to Sections 1.02 and 3.01 shall be true and correct as if
made on such date.



     A Company Order, Officers’ Certificate or Board Resolution or supplemental indenture delivered
by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide
that Securities which are the subject thereof will be authenticated and



16









 







delivered by the Trustee or its agent on original issue from time to time in the aggregate
principal amount, if any, established for such series pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by Company Order upon the telephonic (promptly
confirmed in writing), electronic or written order of Persons designated in such Company Order,
Officers’ Certificate, supplemental indenture or Board Resolution and that such Persons are
authorized to determine, consistent with such Company Order, Officers’ Certificate, supplemental
indenture or Board Resolution, such terms and conditions of said Securities as are specified in
such Company Order, Officers’ Certificate, supplemental indenture or Board Resolution.



     Each Security shall be dated the date of its authentication; and, unless otherwise specified
as contemplated by Section 3.01, any temporary Global Security referred to in Section 3.04 shall be
dated as of the date of original issuance of such Security.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature of an
authorized officer, 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 or portion thereof 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 3.09 together
with a written statement (which need not comply with Section 1.02 and need not be accompanied by an
Opinion of Counsel) stating that such Security or portion thereof 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 3.04. Temporary Securities.




     (a) Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order and the receipt of the certifications and
opinions required under Sections 3.01 and 3.03, the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denominations, substantially
of the tenor of the definitive Securities in lieu of which they are issued in
registered form 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.




     (b) Unless otherwise provided pursuant to Section 3.01, except in the case of
temporary Securities in global form, if temporary Securities of any series are
issued, the Company will cause definitive Securities of such series to be prepared
without unreasonable delay. After the preparation of definitive Securities, the
temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that



17









 







series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal amount
of definitive Securities of such series of authorized denominations. Until so
exchanged, the temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities of such series.



     SECTION 3.05. Registration, Registration of Transfer and Exchange. The Company shall
keep or cause to be kept a register (sometimes referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and the registration of transfers of Securities and the Company may
appoint a “Security Registrar” and/or any “Co-Security Registrar,” as may be appropriate, to keep
the Security Register. Such Security Register shall be in written form or in any other form
capable of being converted into written form within a reasonable time. At all reasonable times the
information contained in such Security Register shall be available for inspection by the Trustee at
the office of the Security Registrar.



     Upon surrender for registration of transfer of any Security of any series at the office or
agency of the Company maintained pursuant to Section 5.02 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 Securities of such series of any
authorized denominations and of a like aggregate principal amount, tenor and Stated Maturity.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
such series, of any authorized denominations and of like aggregate principal amount, tenor and
Stated Maturity, upon surrender of the Securities to be exchanged at such office or agency.
Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to
receive.



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



     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.



     If at any time the Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of such series shall no longer be eligible under Section 3.03,
the Company may appoint a successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the Company within 90



18









 







days after the Company receives such notice or becomes aware of such ineligibility, the
Company’s election pursuant to Section 3.01(vii) shall no longer be effective with respect to the
Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of the Global Security or Securities
representing such series in exchange for such Global Security or Securities.



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



     If specified by the Company pursuant to Section 3.01 with respect to a series of Securities,
the Depositary for such series of Securities may surrender a Global Security for such series of
Securities in exchange in whole or in part for Securities of such series of like tenor and terms
and in definitive form on such terms as are acceptable to the Company, the Trustee and such
Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company Order
for the authentication and delivery of definitive Securities of such series shall authenticate and
deliver, without service charge:




     (a) to the Depositary or to each Person specified by such Depositary a new
Security or Securities of the same series, of like tenor and terms and of any
authorized denomination as requested by such Person in aggregate principal amount
equal to and in exchange for such Person’s beneficial interest in the Global
Security; and




     (b) to such Depositary a new Global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal amount of
Securities delivered to Holders thereof.



     In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee, pursuant to a Company Order, will authenticate and deliver, Securities in
definitive registered form in authorized denominations.



     Upon the exchange of Global Securities for Securities in definitive form, such Global
Securities shall be canceled by the Trustee. Securities issued in exchange for a Global Security
pursuant to this Section 3.05 shall be registered in such names and in such authorized
denominations, and delivered to such addresses, as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the
Trustee in writing. The Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered or to the Depositary.



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



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



     Unless otherwise provided in the Securities to be registered for transfer or exchanged, no
service charge shall be made for any registration of transfer or exchange of Securities, but the
Company may (unless otherwise provided in such Securities) 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 expressly provided in this Indenture to
be made at the Company’s own expense or without expense or without charge to the Holders.



     Neither the Company, the Security Registrar nor any Co-Security Registrar shall be required
(i) to issue, register the transfer of or exchange any Securities of any series during a period
beginning at the opening of business 15 days before the day of selection of Securities of such
series to be redeemed and ending at the close of business on the day of the mailing of the relevant
notice of redemption of Securities of such series so selected for redemption, or (ii) to register
the transfer or exchange of any Securities or portions thereof so selected for redemption.



     SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated
Security is surrendered to the Trustee or the Security Registrar, or if the Company, the Trustee
and the Security Registrar receive evidence to their satisfaction of the destruction, loss or theft
of any Security and (ii) there is delivered to the Company, the Trustee and the Security Registrar
such security or indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, the Trustee or the Security Registrar that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Security, a new
Security of the same series and Stated Maturity and of like tenor and principal amount, bearing a
number not contemporaneously outstanding.



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



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security or in exchange shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any
time



20









 







enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same series, if any, duly issued
hereunder.



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



     SECTION 3.07. Payment of Interest; Interest Rights Preserved. Unless otherwise
provided as contemplated by Section 3.01, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall, unless otherwise provided
in such Security, be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest.
At the option of the Company, payment of interest on any Security may be mailed to the address of
the Person entitled thereto as such address shall appear in the Security Register or be paid by
wire transfer to an account designated by such Person in writing not later than ten days prior to
the date of such payment; provided, however, that any interest payments made on
Global Securities shall be paid by wire transfer to an account designated by the Depository.



     Any interest on any Security 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 his having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each case, as provided
in clause (i) or clause (ii) below.




     (i) The Company may elect to make payments of any Defaulted Interest to the Persons in
whose names any such Securities (or their respective Predecessor Securities) are registered
at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security
and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the Trustee of the
notice of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first class, postage prepaid, to each Holder at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Securities (or



21









 







their respective Predecessor Securities) are registered on such Special Record Date and
shall no longer be payable pursuant to the following clause (ii).




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



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



     SECTION 3.08. Persons Deemed Owners. Prior to due presentment for registration of
transfer of any Security, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of, premium, if any, and (subject to Section 3.07)
interest on such Security, and for all purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.



     None of the Company, the Trustee, any Paying Agent, any Authenticating Agent or the Security
Registrar will have the responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interest of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interest, and they shall
be fully protected in acting or refraining from acting on any such information provided by the
Depositary.



     SECTION 3.09. Cancellation. Unless otherwise provided with respect to a series of
Securities, all Securities surrendered for payment, registration of transfer, exchange, repayment
or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee. All Securities so delivered or surrendered directly to the Trustee for any such purpose
shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. 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 or such
Securities. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures and the Trustee shall deliver a certificate of such
disposition to the Company.



     SECTION 3.10. Computation of Interest. Interest on the Securities of each series shall
be computed as shall be specified as contemplated by Section 3.01.



     SECTION 3.11. [RESERVED]



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     SECTION 3.12. [RESERVED]



     SECTION 3.13. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use) and, if, so, the Trustee shall use such numbers in notices of
redemption or other related material as a convenience to Holders; provided that any such
notice or other related material may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of redemption or
other related material and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.



ARTICLE FOUR



Redemption of Securities




     SECTION 4.01. 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 3.01 for Securities of any series, in accordance
with this Article.



     SECTION 4.02. Election To Redeem; Notice To Trustee. The election of the Company to
redeem any Securities redeemable at the option of the Company shall be evidenced by an Officers’
Certificate. In case of any redemption at the election of the Company of the Securities of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and the Security
Registrar of such Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities 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, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or condition.



     SECTION 4.03. Selection by Security Registrar of Securities To Be Redeemed. If less
than all the Securities of any series with the same terms 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 Security Registrar from the Outstanding Securities of such series having such terms not
previously called for redemption, by such method as the Security Registrar shall deem fair and
appropriate and which may provide for the selection for redemption of portions of the principal
amount of Securities of such series of a denomination equal to or larger than the minimum
authorized denomination for Securities of such series. Unless otherwise provided by the terms of
the Securities of any series so selected for partial redemption, the portions of the principal of
Securities of such series so selected for partial redemption shall be equal to $1,000 or an
integral multiple thereof and the principal amount of any such Security which remains outstanding
shall not be less than the minimum authorized denomination for Securities of such series.



23









 





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



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



     SECTION 4.04. Notice of Redemption. Notice of redemption shall be given in the manner
provided in Section 1.06, not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed.



     All notices of redemption shall state:




     (i) the Redemption Date;




     (ii) the Redemption Price;




     (iii) if less than all Outstanding Securities of any series having the same terms are
to be redeemed, the identification (and, in the case of partial redemption, the respective
principal amounts) of the particular Securities to be redeemed;




     (iv) that on the Redemption Date the Redemption Price will become due and payable upon
each such Security to be redeemed, and that interest, if any, thereon shall cease to accrue
on and after said date;




     (v) the place or places where such Securities are to be surrendered for payment of the
Redemption Price;




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




     (vii) the CUSIP number (or any other number used to identify such Securities), if any,
of the Securities to be redeemed.



     A notice of redemption published as contemplated by Section 1.06(2) need not identify
particular Securities to be redeemed.



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



     SECTION 4.05. Deposit of Redemption Price. At or prior to the opening of business on
any Redemption Date, the Company shall deposit or cause to be deposited 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 5.03) an amount of money sufficient to pay the Redemption Price of all the
Securities which are to be redeemed on that date.



24









 





     SECTION 4.06. 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) such Securities shall cease to bear interest.
Upon surrender of any such Securities for redemption in accordance with said notice, such
Securities shall be paid by the Company at the Redemption Price. Installments of interest on
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 on the close
of business on the relevant Regular Record Dates according to their terms and the provisions of
Section 3.07.



     If any Security called for redemption shall not be paid upon surrender thereof for redemption,
the principal shall, until paid, bear interest from the Redemption Date at the rate borne by such
Security, or as otherwise provided in such Security.



     SECTION 4.07. Securities Redeemed in Part. Any Security which is to be redeemed only
in part shall be surrendered at the office or agency of the Company in a Place of Payment therefor
(with, if the Company or the Security Registrar so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder of such Security or his attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and Stated Maturity, containing
identical terms and conditions, of any authorized denominations 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.



     SECTION 4.08. Redemption Suspended During Event of Default. The Trustee shall not
redeem any Securities (unless all Securities then Outstanding are to be redeemed) or commence the
giving of any notice of redemption of Securities during the continuance of any Event of Default
known to the Trustee, except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall, subject to the provisions of Section 14.04, redeem
such Securities, provided funds are deposited with it for such purpose. Subject to the rights of
the holders of Senior Indebtedness and creditors in respect of General Obligations, except as
aforesaid, any moneys theretofore or thereafter received by the Trustee shall, during the
continuance of such Event of Default, be held in trust for the benefit of the Holders and applied
in the manner set forth in Section 7.06; provided, however, that, in case such
Event of Default shall have been waived as provided herein or otherwise cured, such moneys shall
thereafter be held and applied in accordance with the provisions of this Article.



ARTICLE FIVE



Covenants




     SECTION 5.01. Payment of Principal, Premium and Interest. The Company covenants and
agrees for the benefit of each series of Securities that it will duly and punctually pay the
principal of, premium, if any, and interest on the Securities of such series in accordance with the
terms of the Securities of such series and this Indenture.



25









 





     SECTION 5.02. Maintenance of Office or Agency. The Company will maintain in each
Place of Payment for any series of Securities 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. The Company will give
prompt written notice to the Trustee of the location, and of any change in the location, of 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 Principal Corporate Trust Office of the Trustee, and in that
event the Company hereby appoints the Trustee as its agent to receive such respective
presentations, surrenders, notices and demands.



     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 of such
purposes specified above in this Section and may constitute and appoint one or more Paying Agents
for the payment of such Securities, in one or more other cities, and may from time to time rescind
such designations and appointments; provided, however, that no such designation,
appointment or rescission shall in any manner relieve the Company of its obligation to maintain an
office or agency in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation or rescission and of
any change in the location of any such other office or agency. Unless and until the Company
rescinds one or more such appointments, the Company hereby appoints the Trustee as its Paying Agent
in the City of New York with respect to all series of Securities having a Place of Payment in the
City of New York.



     SECTION 5.03. Money for Security Payments To Be Held in Trust. If the Company shall
at any time act as its own Paying Agent for any series of Securities, it will, on or before each
due date of the principal of, premium, if any, or interest on any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal, 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 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, at or prior to the opening of business on each due date of the principal of, premium, if any,
or interest on any Securities of such series deposit with a Paying Agent a sum sufficient to pay
the principal, 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 of its action or failure so to act.



     The Company will cause each Paying Agent other than the Trustee for any series of Securities
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:



26









 






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




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




     (iii) 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 payments by any Paying Agent to the Trustee, such Paying Agent shall
be released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any Security of any
series and remaining unclaimed for two years after such principal, premium or interest has become
due and payable shall be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust, and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in an Authorized Newspaper in 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 5.04. [RESERVED]



     SECTION 5.05. Statement as to Compliance. The Company will deliver to the Trustee,
within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate (which
need not comply with Section 1.02) (provided, however, that one of the signatories
of which shall be the Company’s principal executive officer, principal financial officer or
principal accounting officer) stating, as to each signer thereof, that:




     (i) a review of the activities of the Company during such year and of performance under
this Indenture and under the terms of the Securities has been made under his supervision;
and



27









 






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



     For purposes of this Section, compliance or default shall be determined without regard to any
period of grace or requirement of notice provided for herein.



     SECTION 5.06. Maintenance of Corporate Existence, Rights and Franchises. So long as
any of the Securities shall be Outstanding, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence, rights and
franchises to carry on its business; provided, however, that nothing in this
Section 5.06 shall (i) require the Company 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, (ii) prevent any consolidation or merger of the Company, or any conveyance
or transfer of its property and assets substantially as an entirety to any person, permitted by
Article Ten or (iii) prevent the liquidation or dissolution of the Company after any conveyance or
transfer of its property and assets substantially as an entirety to any person permitted by Article
Ten.



ARTICLE SIX



Holders’ Lists and Reports by Trustee and Company




     SECTION 6.01. Company To Furnish Trustee Names and Addresses of Holders. The Company
will furnish or cause to be furnished to the Trustee (i) semiannually, not more than 10 days after
each March 1 and September 1, a list, in such form as the Trustee may reasonably require,
containing all the information in the possession or control of the Company, any of its Paying
Agents (other than the Trustee) or the Security Registrar, if other than the Trustee, as to the
names and addresses of the Holders of Securities as of such March 1 and September 1, as the case
may be, and (ii) at such other times as the Trustee may request in writing, within 30 days after
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 requested to be furnished; provided,
however, that if and so long as the Trustee is the Security Registrar for Securities of a
series, no such list need be furnished with respect to such series of Securities.



     SECTION 6.02. Preservation of Information; Communications to Holders.




     (i) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of Securities contained in the most recent list furnished to
the Trustee as provided in Section 6.01 and the names and addresses of Holders of Securities
received by the Trustee in its capacity as the Security Registrar, if



28









 







so acting. The Trustee may destroy any list furnished to it as provided in Section
6.01 upon receipt of a new list so furnished.




     (ii) If three or more Holders of Securities of any series (hereinafter 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 of such series for a period of at least six
months preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders of Securities of such series or with the
Holders of all Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five Business Days after
the receipt of such application, at its election, either:




     (a) afford such applicants access to the information preserved at the time by
the Trustee in accordance with Section 6.02(i); or




     (b) inform such applicants as to the approximate number of Holders of
Securities of such series or 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 6.02(i), 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 a
Security of such series or all Holders of 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 6.02(i), 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 interests of the Holders of Securities of such series or 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 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.




     (iii) Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee shall be held



29









 







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 6.02(ii), 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
6.02(ii).



     SECTION 6.03. Reports by Trustee.




     (i) Within 60 days after May 15 of each year commencing with the year 1999, the Trustee
shall mail to each Holder reports concerning the Trustee and its action under the Indenture
as may be required pursuant to Section 313(a) of the Trust Indenture Act if and to the
extent and in the manner provided pursuant thereto. The Trustee shall also comply with the
other provisions of Section 313 of the Trust Indenture Act.




     (ii) Reports pursuant to this Section shall be transmitted by mail to all Holders of
Securities, as their names and addresses appear in the Security Register and except in the
cases of reports under Section 313(b)(2) of the Trust Indenture Act, to each Holder of a
Security of any series whose name and address appear in the information preserved at the
time by the Trustee in accordance with Section 6.02(i).




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



     SECTION 6.04. Reports by Company. The Company will:




     (i) 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 Exchange Act; or, if the
Company is not required to file information, documents or reports pursuant to either of said
Sections, then it will file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the supplementary
and periodic information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and regulations;




     (ii) 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; and




     (iii) transmit by mail to Holders of Securities, in the manner and to the extent
provided in Section 6.03(ii), within 30 days after the filing thereof with the Trustee, such



30









 







summaries of any information, documents and reports required to be filed by the Company
pursuant to paragraphs (i) and (ii) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.



ARTICLE SEVEN



Remedies




     SECTION 7.01. Events of Default. “Event of Default,” with respect to any series of
Securities, wherever used herein, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body), unless it is either inapplicable to a particular
series or it is specifically deleted or modified in the supplemental indenture or Board Resolution
under which such series of Securities is issued or in the form of Security for such series:




     (i) the entry of a decree or order by a court having jurisdiction in the premises
granting relief in respect of the Company in an involuntary case under the Federal
Bankruptcy Code, adjudging the Company a bankrupt, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of the
Company under the Federal Bankruptcy Code or any other applicable Federal or State
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, custodian,
assignee, trustee, sequestrator (or other similar official) of the Company, or of
substantially all of its properties, or ordering the winding up or liquidation of its
affairs under any such law, and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days; or




     (ii) the institution by the Company of proceedings to be adjudicated a bankrupt, or the
consent of the Company to the institution of bankruptcy proceedings against it, or the
filing by the Company of a petition or answer or consent seeking reorganization or relief
under the Federal Bankruptcy Code or any other applicable Federal or State bankruptcy,
insolvency or similar law, or the consent by the Company to the filing of any such petition
or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator
(or other similar official) of the Company or of substantially all of its properties under
any such law; or




     (iii) any other Event of Default provided with respect to Securities of that series.



     SECTION 7.02. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default with respect to any series of Securities for which there are Securities Outstanding occurs
and is continuing, then, and in every such case, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of such series may declare the principal of all the
Securities of such series (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the terms of that series)
to be immediately due and payable, by a notice in writing to the Company (and to the Trustee if
given



31









 







by Holders), and, upon any such declaration, the same shall become immediately due and
payable.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of such series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences, and any Event of Default giving rise to
such declaration shall not be deemed to have occurred, if:




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




     (a) all overdue installments of interest on all Securities of such series;




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




     (c) to the extent that payment of such interest is lawful, interest upon
overdue installments of interest at the rate or rates prescribed therefor by the
terms of the Securities of such series; and




     (d) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, the Security
Registrar, any Paying Agent, and their agents and counsel and all other amounts due
the Trustee under Section 8.07; and




     (ii) all other Defaults with respect to Securities of that series, other than the
nonpayment of the principal of Securities of that series which have become due solely by
such declaration of acceleration, have been cured or waived as provided in Section 7.13.



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



     SECTION 7.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that if:




     (i) default is made in the payment of any installment of interest on any Security of
any series when such interest becomes due and payable and such default continues for a
period of 30 days, or




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


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such
Security, the whole amount then due and payable on any such Security for principal,



32









 






premium, if any, and interest, with interest upon the overdue principal and premium, if any, and
(to the extent that payment of such interest shall be lawful) upon overdue installments of
interest, at the rate or rates prescribed therefor by the terms of any such Security; and, in
addition thereto, such further amount as shall be sufficient to cover the reasonable costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 8.07.




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



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



     SECTION 7.04. Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Company or the property of the Company or
its creditors, the Trustee (irrespective of whether the principal of any Securities shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if
any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:




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




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


and any receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 8.07.




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     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 any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding.



     SECTION 7.05. Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or under the Securities of any series may be prosecuted
and enforced by the Trustee without the possession of any of the Securities of such series 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 and any other amounts due the
Trustee under Section 8.07, be for the ratable benefit of the Holders of the Securities of such
series in respect of which such judgment has been recovered.



     SECTION 7.06. Application of Money Collected. Any money collected by the Trustee with
respect to a series of Securities 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 on
account of principal, premium, if any, or interest, upon presentation of the Securities of such
series, and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid:




     FIRST: To the payment of all amounts due the Trustee under Section 8.07;




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




     THIRD: The balance, if any, to the Person or Persons entitled thereto.



     SECTION 7.07. Limitation on Suits. No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:




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




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




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



34









 






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




     (v) 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 such series;


it being understood and intended that no one or more Holders of Securities of such series shall
have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such
series or to obtain or to seek to obtain priority or preference over any other 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 the Holders of Securities of such series.




     The following events shall be “Defaults” with respect to any series of Securities under this
Indenture:




     (a) an Event of Default with respect to such series specified in Section 7.01;
or




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




     (c) default in the payment of any interest upon any Security of such series as
and when the same shall become due and payable, and continuance of such default for
a period of 30 days; or




     (d) failure on the part of the Company duly to observe or perform any of the
other covenants or agreements on its part in the Securities of such series or in
this Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of series of
Securities other than that series) and continuance of such failure for a period of
90 days after the date on which written notice of such failure, requiring the
Company to remedy the same and stating that such notice is a “Notice of Default”
hereunder, shall have been given by registered mail to the Company by the Trustee,
or to the Company and the Trustee by the holders of at least 25% in aggregate
principal amount of the Securities of such series at the time Outstanding; or




     (e) any other Default provided with respect to Securities of that Series.



     SECTION 7.08. Unconditional Right of Holders To Receive Principal, Premium and
Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 3.07) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption or repayment on the



35









 







Redemption Date or Repayment Date) and to institute suit for the enforcement of such payment,
and such rights shall not be impaired without the consent of such Holder.



     SECTION 7.09. Restoration of Rights and Remedies. If the Trustee or any Holder of a
Security 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 the Company, the Trustee and the Holders
shall, subject to any determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the Trustee and the
Holders shall continue as though no such proceeding had been instituted.



     SECTION 7.10. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, lost, destroyed or stolen Securities in the
last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.



     SECTION 7.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Security to exercise any right or remedy accruing upon any Default shall impair
any such right or remedy or constitute a waiver of any such Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.



     SECTION 7.12. Control by Holders. The Holders of a majority in principal amount of
the Outstanding Securities of any series shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series; provided that




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




     (ii) the Trustee shall not determine that the action so directed would be unjustly
prejudicial to the Holders not taking part in such direction,




     (iii) subject to the provisions of Section 8.01, 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 Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability, and




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



     SECTION 7.13. Waiver of Past Defaults. The Holders of a majority in principal amount
of the Outstanding Securities of any series may on behalf of the Holders of all the



36









 







Securities of such series waive any past default hereunder and its consequences, except a
default not theretofore cured




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




     (ii) 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 Default or Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of the Securities of such
series under this Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.



     SECTION 7.14. Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but the provisions of this Section
shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to
any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in
principal amount of the Outstanding Securities of any series, or to any suit instituted by any
Holder of Securities for the enforcement of the payment of the principal of, premium, if any, or
interest on any Security on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date).



     SECTION 7.15. Waiver of Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



ARTICLE EIGHT



The Trustee




     SECTION 8.01. Certain Duties and Responsibilities.




     (i) Except during the continuance of a Default with respect to any series of
Securities:



37









 






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




     (b) in the absence of bad faith on its part, the Trustee may conclusively rely
with respect to such series, 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 certificate 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 as to form to the requirements of the
Indenture.




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




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




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




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




     (c) the Trustee shall not be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any
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 Securities of such series; and




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




     (iv) Whether or not herein 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.



38









 





     SECTION 8.02. Notice of Default. Within 90 days after the occurrence of any Default
hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series entitled to receive reports pursuant to Section 6.03(ii)
notice of such default hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of
the principal of, premium, if any, or interest on any Security of such series, or in the payment of
any sinking fund installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the Holders of
Securities of such series. For the purpose of this Section, the term “default,” with respect to
Securities of any series, means any event which is, or after notice or lapse of time, or both,
would become, a Default or an Event of Default with respect to Securities of such series.



     SECTION 8.03. Certain Rights of Trustee. Except as otherwise provided in Section
8.01:




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




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




     (iii) 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, rely upon an Officers’ Certificate;




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




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




     (vi) 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, security or other paper or document, but the
Trustee, in its discretion, may make 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



39









 







or investigation, it shall be entitled to examine the books, records and premises of
the Company, personally or by agent or attorney and, if so requested to do so by any of the
Holders, at the sole cost and expense of the Holders;




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




     (viii) in the event that the Trustee is also acting as Paying Agent, Authenticating
Agent or Security Registrar hereunder, the rights and protections afforded to the Trustee
pursuant to this Article Eight shall also be afforded to such Paying Agent, Authenticating
Agent or Security Registrar;




     (ix) the Trustee shall not be charged with knowledge of any Default unless either (1) a
Responsible Officer of the Trustee shall have actual knowledge of such Default or (2)
written notice of such Default shall have been given to the Trustee by the Company or any
Holder; and




     (x) the Trustee shall not be liable for any action taken, suffered or omitted 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.



     SECTION 8.04. Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the Trustee’s certificates of authentication, shall
be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the proceeds thereof.



     SECTION 8.05. May Hold Securities. The Trustee, any Authenticating Agent, any Paying
Agent, the Security Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 8.08 and 8.13, 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 8.06. 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 8.07. Compensation and Reimbursement. The Company agrees:




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



40









 






     (ii) 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




     (iii) to indemnify the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of this trust, 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.



     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 payment of principal of, premium, if any,
or interest on particular Securities.



     Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in
7.01, the expenses (including the reasonable fees and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any applicable
bankruptcy, insolvency or other similar law.



     The obligations of the Company set forth in this Section 8.07 and any lien arising hereunder
shall survive the resignation or removal of any Trustee, the discharge of the Company’s obligations
pursuant to Article Eleven of this Indenture and the termination of this Indenture and the
repayment of the Securities whether at the Stated Maturity or otherwise.



     SECTION 8.08. Disqualification; Conflicting Interests. If the Trustee has or shall
acquire a conflicting interest within the meaning of Section 310 of the Trust Indenture Act, the
Trustee shall either eliminate such conflicting interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the
extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting
interest with respect to the indentures relating to the Securities of any series by virtue of being
Trustee with respect to the Securities of any particular series of Securities other than that
series.



     SECTION 8.09. Corporate Trustee Required; Eligibility. There shall at all times be a
Trustee with respect to each series of Securities 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 $5,000,000, 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 jurisdiction to
serve as trustee of an indenture qualified under the Trust Indenture Act, this



41









 







Section 8.09 shall be automatically deemed amended to permit a corporation organized and doing
business under the laws of any such jurisdiction to serve as Trustee hereunder. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. Neither the
Company nor any person directly or indirectly controlling, controlled by or under common control
with the Company may serve as Trustee. If at any time the Trustee with respect to any series of
Securities 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 8.10. Resignation and Removal; Appointment of Successor.




     (i) 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 under Section 8.11.




     (ii) The Trustee may resign with respect to any series of Securities at any time by
giving written notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the resigning 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 Securities
of such series.




     (iii) The Trustee may be removed with respect to any series of Securities at any time
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.




     (iv) If at any time:




     (a) the Trustee shall fail to comply with Section 8.08 with respect to any
series of Securities after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Security of such series for at least six
months, or




     (b) the Trustee shall cease to be eligible under Section 8.09 with respect to
any series of Securities and shall fail to resign after written request therefor by
the Company or by any Holder of Securities of such series, or




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




then, in any such case, (1) the Company by a Board Resolution may remove the Trustee with
respect to such series, or (2) subject to Section 7.14, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of



42









 







himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee with respect to such
series.




     (v) If the Trustee shall resign, be removed or become incapable of acting with respect
to any series of Securities, or if a vacancy shall occur in the office of Trustee with
respect to any series of Securities for any cause, 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 8.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to such series of Securities shall be appointed by the 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 with respect to such series, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to such series and to that extent supersede the successor Trustee
appointed by the Company with respect to such series. If no successor Trustee with respect
to such series shall have been so appointed by the Company or the Holders of Securities of
such series and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to such series.




     (vi) The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series by mailing written notice of such event by
first-class mail, postage prepaid, to the Holders of Securities of such series as their
names and addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its
Principal Corporate Trust Office.



     SECTION 8.11. Acceptance of Appointment by Successor.




     (i) In the case of the appointment hereunder of a successor Trustee with respect to any
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 with respect to all or any series as to which it is resigning as Trustee, 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 with respect to all or any
such series; but, on request of the Company or such 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 such retiring Trustee with respect to
all or any such series; and shall duly assign,



43









 







transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to all or any such series, subject nevertheless to
its lien, if any, provided for in Section 8.07.




     (ii) 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 (a) 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, (b) 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 (c) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture
shall constitute such Trustees co-trustees of the same trust and that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and delivery of
such supplemental indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, subject nevertheless to its lien, if any, provided for in Section 8.07.




     (iii) 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 (i) or (ii) of this Section, as
the case may be.




     (iv) No successor Trustee with respect to a series of Securities shall accept its
appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible with respect to such series under this Article.



     SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business of Trustee.
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 of the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder,



44









 







provided that 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 8.13. Preferential Collection of Claims Against Company. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities),
the Trustee shall be subject to the provisions of Section 311 of the Trust Indenture Act regarding
the collection of any claims as a creditor against the Company (or any such other obligor). A
Trustee that has resigned or been removed shall be subject to and comply with said Section 311 to
the extent required thereby.



     SECTION 8.14. Appointment of Authenticating Agents. The Trustee may appoint an
Authenticating Agent or Agents, which may include any Affiliate of the Company, with respect to one
or more series of Securities. Such Authenticating Agent or Agents at the option of the Trustee
shall be authorized to act on behalf of the Trustee to authenticate Securities of such series
issued upon original issuance, exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.06, 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. Whenever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication or the delivery of
Securities to the Trustee for authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent, a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent and delivery of
Securities to the Authenticating Agent on behalf of the Trustee. 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,
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.
Notwithstanding the foregoing, an Authenticating Agent located outside the United States may be
appointed by the Trustee if previously approved in writing by the Company and if such
Authenticating Agent meets the minimum capitalization requirements of this Section 8.14. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent; provided such corporation shall be otherwise eligible under this



45









 







Section, without the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.



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



     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 alternate certificate of authentication in the following form:



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



	 	 	 	 	 
	 	NORWEST BANK MINNESOTA, 

NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE NINE



Supplemental Indentures





     SECTION 9.01. Supplemental Indentures Without Consent of Holders. Without the consent
of any Holder of any Securities, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:




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




     (ii) to evidence and provide for the acceptance of appointment by another corporation
as a successor Trustee hereunder with respect to one or more series of Securities and to add
to or change any of the provisions of this Indenture as shall be



46









 







necessary to provide for or facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to Section 8.11; or




     (iii) to add to the covenants of the Company, for the benefit of the Holders of
Securities 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




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




     (v) to add any additional Defaults or Events of Default with respect to all or any
series of the Securities (and, if such Default or Event of Default is applicable to less
than all series of Securities, specifying the series to which such Default or Event of
Default is applicable); or




     (vi) to add to, change or eliminate any of the provisions of this Indenture;
provided that any such addition, 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 adversely affected by such change in or elimination of
such provision or (b) shall not apply to any Securities Outstanding; or




     (vii) to establish the form or terms of Securities of any series as permitted by
Sections 2.02 and 3.01; or




     (viii) to add to or change any provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities convertible into other
securities; or




     (ix) to evidence any changes to Section 8.09 as permitted by the terms thereof; or




     (x) 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 interest of Holders of
Securities of any series in any material respect.



     SECTION 9.02. Supplemental Indentures With Consent of Holders. With the consent of
the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities
of all series affected by such supplemental indenture or indentures (acting as one class), by Act
of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of



47









 







the Holders of Securities of each such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:




     (i) change the Maturity of the principal of, or the Stated Maturity of any installment
of interest (or premium, if any) on, any Security, or reduce the principal amount thereof or
any premium thereon or the rate of interest thereon, or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 7.02, or change the method of
calculating interest thereon or the coin or currency in which any Security (or premium, if
any, thereon) or the interest thereon is payable, or reduce the minimum rate of interest
thereon, 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 or repayment, on or after
the Redemption Date or Repayment Date);




     (ii) 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 certain defaults hereunder and their
consequences provided for in this Indenture or reduce the requirements of Section 16.04 for
a quorum;




     (iii) change any obligation of the Company to maintain an office or agency in the
places and for the purposes specified in Section 5.02; or




     (iv) modify any of the provisions of this Section or Section 7.13, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived.



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



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



     SECTION 9.03. 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 8.01) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized or permitted by and
complies with this Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, liabilities, duties or immunities
under this Indenture or otherwise.



48









 





     SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in accordance
therewith, and such supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.



     SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the TIA as then in effect.



     SECTION 9.06. Reference in Securities to Supplemental Indentures. Securities
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 so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Securities.



     SECTION 9.07. Subordination Unimpaired. No supplemental indenture executed pursuant
to this Article shall directly or indirectly modify the provisions of Article Fourteen in any
manner which might alter the subordination of the Securities.



ARTICLE TEN



Consolidation. Merger, Conveyance or Transfer




     SECTION 10.01. Company May Consolidate, etc., Only on Certain Terms. The Company
shall not consolidate with or merge into any other corporation or convey or transfer its properties
and assets substantially as an entirety to any Person, unless:




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




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




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



     SECTION 10.02. Successor Corporation Substituted. Upon any consolidation or merger,
or any conveyance or transfer of the properties and assets of the Company substantially



49









 







as an entirety in accordance with Section 10.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been named as the Company
herein. In the event of any such conveyance or transfer, the Company as the predecessor
corporation shall be relieved of all obligations and covenants under this Indenture and may be
dissolved, wound up and liquidated at any time thereafter.



ARTICLE ELEVEN



Satisfaction and Discharge




     SECTION 11.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect (except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and rights to receive payments thereon), and the Trustee,
on receipt of a Company Request and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when




     (i) either




     (a) all Securities theretofore authenticated and delivered (other than (1)
Securities which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 3.06, and (2) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in
Section 5.03) have been delivered to the Trustee for cancellation; or




     (b) all such Securities not theretofore delivered to the Trustee for
cancellation




     (1) have become due and payable, or




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




     (3) 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 (b) (1), (2) or (3) above, has deposited or caused to be
deposited with the Trustee, as trust funds in trust for the purpose, an amount (said amount
to be immediately due and payable to the Holders) sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
for principal, premium, if any, and interest to the date of such deposit (in the case of
Securities which have become due and payable), or to the Maturity or Redemption Date, as the
case may be;



50









 






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




     (iii) the Company has delivered to the Trustee 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 8.07 and, if money shall have been deposited with the Trustee pursuant to
subclause (b) of clause (i) of this Section, the obligations of the Trustee under Section 11.02 and
the last paragraph of Section 5.03, shall survive. The Trustee may give notice at the Company’s
expense to the Holders of Securities Outstanding of the immediate availability of the amount
referred to in clause (i) of this Section 11.01. Funds held pursuant to this Section shall not be
subject to the provisions of Article Fourteen.



     SECTION 11.02. Application of Trust Money. Subject to the provisions of the last
paragraph of Section 5.03, all money deposited with the Trustee pursuant to Section 11.01 shall be
held in trust and applied by it, in accordance with the provisions of the Securities, and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of
the principal, premium, if any, 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.



     SECTION 11.03. Reinstatement. If the Trustee or any Paying Agent is unable to apply
any money in accordance with Section 11.02 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 until
such time as the Trustee or any Paying Agent is permitted to apply all such money in accordance
with Section 11.02.



ARTICLE TWELVE



Immunity of Incorporators, Stockholders, Officers and Directors




     SECTION 12.01. 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
corporation, either directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely corporate
obligations of the Company, 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 corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or



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agreements contained in this Indenture or in any of the Securities or implied 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 issuance of the Securities.



ARTICLE THIRTEEN



Sinking Funds




     SECTION 13.01. 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 3.01 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 13.02.
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 13.02. Satisfaction of Sinking Fund Payments with Securities. The Company (i)
may deliver Outstanding Securities of a series (other than any previously called for redemption)
and (ii) may apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such Securities as provided for by the terms of
such series; provided 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 13.03. Redemption of Securities for Sinking Fund. Not less than 60 days prior
to each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee and the Security Registrar an Officers’ Certificate specifying (i) the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, (ii) 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 13.02,
and (iii) that none of such Securities has theretofore been so credited and stating the basis for
such credit, and will also deliver to the Trustee any Securities to be so delivered. Not less than
30 days before each sinking fund payment date the Security Registrar shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in



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Section 4.03 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 4.04. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
4.06 and 4.07 and shall be subject to Section 4.08.



ARTICLE FOURTEEN



Subordination of Securities




     SECTION 14.01. Agreement To Subordinate. The Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of a Security by his acceptance thereof likewise
covenants and agrees, that the payment of the principal and premium, if any, and interest on each
and all of the Securities is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness
and, subject to the provisions of Section 14.09, General Obligations of the Company.



     SECTION 14.02. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of
Securities. Upon any distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency, reorganization or
receivership proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of the Company or otherwise (subject to the power of a
court of competent jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Indebtedness and the holders thereof with respect to the
Securities and the Holders thereof (and, upon the General Obligations and the creditors in respect
thereof with respect to the Securities and the Holders thereof) by a lawful plan of reorganization
under applicable bankruptcy law);




     (i) the holders of all Senior Indebtedness shall first be entitled to receive payment
in full in accordance with the terms of such Senior Indebtedness of the principal thereof,
premium, if any, and the interest due thereon (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the Company under any
applicable bankruptcy, insolvency, or similar law now or hereafter in effect) before the
Holders of the Securities are entitled to receive any payment upon the principal of or
premium, if any, or interest on indebtedness evidenced by the Securities;




     (ii) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article Fourteen, including any
such payment or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the Securities,
shall be paid by the liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or
otherwise, directly to the holders of Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been



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issued, in accordance with the priorities then existing among holders of Senior
Indebtedness for payment of the aggregate amounts remaining unpaid on account of the
principal of and premium, if any, and interest (including interest accruing subsequent to
the commencement of any proceeding for the bankruptcy or reorganization of the Company under
any applicable bankruptcy, insolvency or similar law now or hereafter in effect) on the
Senior Indebtedness held or represented by each, to the extent necessary to make payment in
full of all Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness; it being understood that
if the Holders of Securities shall fail to file a proper claim in the form required by any
proceeding referred to in this subparagraph (ii) prior to 30 days before the expiration of
the time to file such claim or claims, then the holders of Senior Indebtedness are hereby
authorized to file an appropriate claim or claims for and on behalf of the Holders of
Securities in the form required in any such proceeding (as are the creditors in respect of
General Obligations in the event Section 14.09 is applicable); and




     (iii) in the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or securities,
including any such payment or distribution which may be payable or deliverable by reason of
the payment of any other indebtedness of the Company being subordinate to the payment of the
Securities, shall be received by the Trustee or Holders of the Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be held in trust for the
benefit of and shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any indenture under
which any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect
to any concurrent payment or distribution to the holders of such Senior Indebtedness.



Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be
subrogated (equally and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to indebtedness of the Company to substantially the same extent as
the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash, property or securities
of the Company applicable to the Senior Indebtedness until the principal of and premium, if any,
and interest on the Securities shall be paid in full and no such payments or distributions to
holders of such Senior Indebtedness to which the Holders of the Securities would be entitled except
for the provisions hereof of cash, property or securities otherwise distributable to the Senior
Indebtedness shall, as between the Company, its creditors, other than the holders of Senior
Indebtedness and the Holders of the Securities, be deemed to be a payment by the Company to or on
account of the Securities. It is understood that the provisions of this Article Fourteen are and
are intended solely for the purpose of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of Senior Indebtedness (and, in the case of Section
14.09, the Holders of the Securities, on the one hand, and creditors in respect of General
Obligations) on the other hand. Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the Company, its
creditors, other than the holders of Senior Indebtedness, and the Holders of the Securities, the



54









 







obligation of the Company, which is unconditional and absolute (and which, subject to the rights
under this Article Fourteen of the holders of the Senior Indebtedness and the rights under Section
14.09 of creditors in respect of General Obligations, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of the Securities the principal of,
premium, if any, and interest on the Securities as and when the same shall become due and payable
in accordance with their terms or to affect the relative rights of the Holders of the Securities
and creditors of the Company, other than the holders of the Senior Indebtedness and creditors in
respect of General Obligations, nor shall anything herein or in the Securities prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted by applicable law
upon Default under this Indenture, subject to the rights, if any, under this Article Fourteen of
the holders of Senior Indebtedness and under Section 14.09 of creditors in respect of General
Obligations in respect of cash, property or securities of the Company received upon the exercise of
any such remedy. Upon any payment or distribution of assets of the Company referred to in this
Article Fourteen, the Trustee, subject to the provisions of Section 8.01, and the Holders of the
Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction
in which such dissolution, winding up, liquidation or reorganization proceedings are pending or
upon a certificate of the liquidating trustee or agent or other person making any distribution to
the Trustee or to the Holders of the Securities for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company and the creditors in respect of General Obligations, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Fourteen. In the absence of any such liquidating trustee, agent or
other person, the Trustee shall be entitled to rely upon a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such
holder) or a creditor in respect of General Obligations as evidence that such Person is a holder of
Senior Indebtedness (or is such a trustee or representative) or a creditor in respect of General
Obligations, as the case may be. In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person, as a holder of Senior
Indebtedness or a creditor in respect of General Obligations, to participate in any payment or
distribution pursuant to this Section or Section 14.09, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness or General Obligations held by such Person, as to the extent to which such Person is
entitled to participation in such payment or distribution, and as to other facts pertinent to the
rights of such Person under this Section or Section 14.09, and if such evidence is not furnished,
the Trustee may defer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment.



     With respect to the holders of Senior Indebtedness or creditors in respect of General
Obligations, the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied covenants or obligations
with respect to the holders of Senior Indebtedness or creditors in respect of General Obligations
shall be read into this Indenture against the Trustee. The Trustee, however, shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness or creditors in respect of General
Obligations, and shall not be liable to any such holders or creditors if it shall mistakenly pay
over or distribute to or on behalf of Holders of Securities or the Company moneys or assets to
which any holders of Senior Indebtedness or creditors in respect of General Obligations shall be
entitled by virtue of this Article Fourteen.



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     SECTION 14.03. Payments on Securities Prohibited During Event of Default under Senior
Indebtedness. In the event and during the continuation of any default in the payment of
principal of, or premium, if any, or interest on, any Senior Indebtedness beyond any applicable
period of grace, or in the event that any event of default with respect to any Senior Indebtedness
shall have occurred and be continuing, or would occur as a result of the payment referred to
hereinafter, permitting the holders of such Senior Indebtedness (or a trustee on behalf of the
holders thereof) to accelerate the maturity thereof, then, unless and until such default or event
of default shall have been cured or waived or shall have ceased to exist, no payment of principal
of, or premium or interest on the Securities, or in respect of any redemption, retirement, purchase
or other acquisition of any of the Securities, shall be made by the Company.



     SECTION 14.04. Payments on Securities Permitted. Nothing contained in this Indenture
or in any of the Securities shall (i) impair, as between the Company and Holders of Securities, the
obligation of the Company to make, or prevent the Company from making, at any time except as
provided in Sections 14.02, 14.03, 14.08 and 14.09, payments of principal of or premium, if any, or
interest (including interest accruing subsequent to the commencement of any proceeding for the
bankruptcy or reorganization of the Company under any applicable bankruptcy, insolvency or similar
law now or hereafter in effect) on the Securities, as and when the same shall become due and
payable in accordance with the terms of the Securities, (ii) affect the relative rights of the
Holders of the Securities and creditors of the Company other than the holders of the Senior
Indebtedness of the Company and the creditors in respect of General Obligations, (iii) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default thereunder, subject to the rights, if any, under Article Fourteen of
the holders of Senior Indebtedness and the creditors in respect of General Obligations in respect
of cash, property or securities of the Company received upon the exercise of such remedy, or (iv)
prevent the application by the Trustee or any Paying Agent of any moneys deposited with it
hereunder to the payment of or on account of the principal of or premium, if any, or interest on
the Securities or prevent the receipt by the Trustee or any Paying Agent of such moneys, if, prior
to the second Business Day prior to such deposit, the Trustee or such Paying Agent did not have
written notice of any event prohibiting the making of such deposit by the Company.



     SECTION 14.05. Authorization of Holders to Trustee To Effect Subordination. Each
Holder of a Security by his acceptance thereof authorizes and directs the Trustee in his behalf to
take such action as may be necessary or appropriate to effectuate the subordination as provided in
this Article Fourteen and appoints the Trustee his attorney-in-fact for any and all such purposes.



     SECTION 14.06. Notice to Trustee. Notwithstanding the provisions of this Article or
any other provisions of this Indenture, but subject to Section 14.04 hereof, neither the Trustee
nor any Paying Agent shall be charged with knowledge of the existence of any Senior Indebtedness or
General Obligations or of any event which would prohibit the making of any payment of moneys to or
by the Trustee or such Paying Agent, unless and until the Trustee or such Paying Agent shall have
received written notice thereof from the Company or from the holder of any Senior Indebtedness or
from the representative of any such holder or from any creditor in respect of General Obligations.



56









 





     SECTION 14.07. Right of Trustee To Hold Senior Indebtedness or General Obligations.
The Trustee shall be entitled to all of the rights set forth in this Article in respect of any
Senior Indebtedness or General Obligation at any time held by it in its individual capacity to the
same extent as any other holder of such Senior Indebtedness or creditor in respect of such General
Obligation, and nothing in this Indenture shall be construed to deprive the Trustee of any of its
rights as such holder or creditor.



     Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 8.07.



     SECTION 14.08. Article Fourteen Not To Prevent Defaults or Events of Default. The
failure to make a payment pursuant to the Securities by reason of any provision in this Article
shall not be construed as preventing the occurrence of a Default or an Event of Default.



     SECTION 14.09. Payment of Proceeds in Certain Cases.




     (i) Upon the occurrence of any of the events specified in the first paragraph of
Section 14.02, the provisions of that Section shall be given effect on a pro rata basis to
determine the amount of cash, property or securities which may be payable or deliverable as
between the holders of Senior Indebtedness and the Holders of the Securities.




     (ii) If, after giving effect to the provisions of Section 14.02, any amount of cash,
property or securities shall be available for payment or distribution in respect of the
Securities (“Excess Proceeds”), and any creditors in respect of General Obligations shall
not have received payment in full of all amounts due or to become due on or in respect of
such General Obligations (and provision shall not have been made for such payment in money
or money’s worth), then such Excess Proceeds shall first be applied (ratably with any amount
of cash, property or securities available for payment or distribution in respect of any
other indebtedness of the Company that by its express terms provides for the payment over of
amounts corresponding to Excess Proceeds to creditors in respect of General Obligations) to
pay or provide for the payment of the General Obligations remaining unpaid, to the extent
necessary to pay all General Obligations in full, after giving effect to any concurrent
payment or distribution to or for creditors in respect of General Obligations. Any Excess
Proceeds remaining after payment (or provision for payment) in full of all General
Obligations shall be available for payment or distribution in respect of the Securities.




     (iii) In the event that, notwithstanding the foregoing provisions of subsection (ii) of
this Section, the Trustee or Holder of any Security shall, in the circumstances contemplated
by such subsection, have received any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities, before all General
Obligations are paid in full or payment thereof duly provided for, and if such fact shall,
at or prior to the time of such payment or distribution have been made known to the Trustee
or, as the case may be, such Holder, then and in such event, subject to any obligation that
the Trustee or such Holder may have pursuant to Section 14.02, such payment or distribution
shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person



57









 







making payment or distribution of assets of the Company for payment in accordance with
subsection (ii).




     (iv) Subject to the payment in full of all General Obligations, the Holders of the
Securities shall be subrogated (equally and ratably with the holders of all indebtedness of
the Company that by its express terms provides for the payment over of amounts corresponding
to Excess Proceeds to creditors in respect of General Obligations and is entitled to like
rights of subrogation) to the rights of the creditors in respect of General Obligations to
receive payments or distributions of cash, property or securities applicable to the General
Obligations until the principal of and interest on the Securities shall be paid in full.
For purposes of such subrogation, no payments or distributions to creditors in respect of
General Obligations of any cash, property or securities to which Holders of the Securities
or the Trustee would be entitled except for the provisions of this Section, and no payments
over pursuant to the provisions of this Section to creditors in respect of General
Obligations by Holders of Securities or the Trustee, shall, as among the Company, its
creditors (other than creditors in respect of General Obligations) and the Holders of
Securities be deemed to be a payment or distribution by the Company to or on account of the
Securities.




     (v) The provisions of subsections (ii), (iii) and (iv) of this Section are and are
intended solely for the purpose of defining the relative rights of the Holders of the
Securities, on the one hand, and the creditors in respect of General Obligations, on the
other hand, after giving effect to the rights of the holders of Senior Indebtedness, as
provided in this Article. Nothing contained in subsections (ii), (iii) and (iv) of this
Section is intended to or shall affect the relative rights against the Company of the
Holders of the Securities and (a) the holders of Senior Indebtedness, (b) other creditors of
the Company other than creditors in respect of General Obligations.



ARTICLE FIFTEEN



Repayment at the Option of Holders




     SECTION 15.01. 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 specified pursuant to Section 3.01 for Securities of such
series) in accordance with this Article.



     SECTION 15.02. 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 interest accrued to such Repayment Date as specified
pursuant to Section 3.01.



     SECTION 15.03. Exercise of Option; Notice. Each Holder desiring to exercise such
Holder’s option for repayment shall, as conditions to such repayment, surrender the Security to be
repaid in whole or in part together 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 30 nor more than 45 days prior
to the Repayment Date. Such notice, which shall be irrevocable, shall specify the principal



58









 







amount of such Security to be repaid, which shall be equal to the minimum authorized
denomination for such Security or an integral multiple thereof, and shall identify the Security to
be repaid and, in the case of a partial repayment of the Security, shall specify the denomination
or denominations of the Security or Securities of the same series to be issued to the Holder for
the portion of the principal of the Security surrendered which is not to be repaid.



     The Company shall execute and the Trustee shall authenticate and deliver without service
charge to the Holder of any Security so surrendered a new Security or Securities of the same series
and tenor of any authorized denomination specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Security so surrendered which is not
to be repaid.



     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.



     SECTION 15.04. Election of Repayment by Remarketing Entities. The Company may elect,
with respect to Securities of any series which are repayable at the option of the Holders thereof
before their Stated Maturity, at any time prior to any Repayment Date to designate one or more
Remarketing Entities to purchase, at a price equal to the Repayment Price, Securities of such
series from the Holders thereof who give notice and surrender their Securities in accordance with
Section 15.03.



     SECTION 15.05. 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, unless purchased in accordance with Section 15.04, on the
Repayment Date become due and payable at the price therein specified and from and after the
Repayment Date such Securities shall cease to bear interest and shall be paid on the Repayment
Date, except to the extent provided above, shall be void, unless the Company shall default in the
payment of such price, in which case the Company shall continue to be obligated for the principal
amount of such Securities and shall be obligated to pay interest on such principal amount at the
rate prescribed therefor by such Securities from time to time until payment in full of such
principal amount.



ARTICLE SIXTEEN



Meetings of Holders of Securities




     SECTION 16.01. Purposes for Which Meetings May Be Called. A meeting of Holders of
Securities of any 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 Act provided by this Indenture to be made, given or taken by Holders of Securities of such
series.



59









 





     SECTION 16.02. Call, Notice and Place of Meetings.




     (i) The Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 16.01, to be held at such time and at such place in the
City of New York, New York or Wilmington, Delaware, 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 1.06, not less than 21 nor more than 180
days prior to the date fixed for the meeting.




     (ii) In case at any time the Company, pursuant to a Board Resolution, or the Holders of
at least 10% in principal amount of the Outstanding Securities of any such series shall have
requested the Trustee to call a meeting of the Holders of Securities of such series for any
purpose specified in Section 16.01, 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 City of New York, New York or
Wilmington, Delaware, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in subsection (i) of this Section.



     SECTION 16.03. 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.



     SECTION 16.04. 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 consent or waiver which this Indenture expressly provides may be
given only by the Holders of a greater percentage in principal amount of the Outstanding Securities
of a series, the Persons entitled to vote such greater percentage in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within
30 minutes after 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 the absence of a quorum in any
other case the meeting may be adjourned for a period of not less than 10 days as determined by the
chairperson 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 chairperson 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 16.02(i), 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



60









 




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 provisos to Section 9.02, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities
of the series; provided, however, that, except as limited by the provisos to
Section 9.02, any resolution with respect to any consent or waiver which this Indenture expressly
provides may be given only by the Holders of a greater percentage 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 such greater percentage in principal amount of the Outstanding Securities of that
series; and provided further that, except as limited by the provisos to Section
9.02, any resolution with respect to any request, demand, authorization, direction, notice,
consent, waiver or other Act which this Indenture expressly provides may be made, given or taken
only by the Holders of a specified percentage, which is less than a majority in principal amount of
the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of
such specified percentage in principal amount of the Outstanding Securities of that series.



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



     SECTION 16.05. 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 such series in regard to proof of the holding of Securities of such
series and of the appointment of proxies and in regard to the appointment and duties
of inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall deem appropriate. Except as otherwise permitted or
required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section 1.04 and the appointment of any proxy shall be proved in
the manner specified in Section 1.04. 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 1.04 or other proof.




     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairperson of the meeting, unless the meeting shall have been called by the Company
or by Holders of Securities as provided in Section 16.02(ii), in which case the
Company or the Holders of Securities of the series calling the meeting, as the case
may be, shall in like manner appoint a temporary chairperson. A



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




     (d) Any meeting of Holders of Securities of any series duly called pursuant to
Section 16.02 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 16.06. 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 chairperson of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the
proceedings of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting, and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that
said notice was given as provided in Section 16.02 and, if applicable, Section 16.04. Each copy
shall be signed and verified by the affidavits of the permanent chairperson 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 SEVENTEEN



Miscellaneous




     SECTION 17.01. Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.



     Norwest Bank Minnesota, National Association hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.



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     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 above written.



	 	 	 	 	 
	 	WILMINGTON TRUST CORPORATION

 	 
	 	By:  	/s/ Ted T. Cecala
 	 
	 



	 	 	 
	Attest.
	 	 
	 
	 	 
	/s/ Thomas P. Collins
 


	 	[CORPORATE SEAL] 






	 	 	 	 	 
	 	NORWEST BANK MINNESOTA, 

NATIONAL ASSOCIATION, Trustee,

 	 
	 	By:  	/s/        Jane Schweiger
 	 
	 



	 	 	 
	Attest.
	 	 
	 
	 	 
	/s/ Raymond Haverstock
 


	 	[CORPORATE SEAL] 








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STATE OF DELAWARE



COUNTY OF NEW CASTLE




     On this 4th day of May, 1998, before me personally came to me known, Ted T. Cecala,
who, being by me duly sworn, did depose and say that he resides at Hockessin, Delaware; that he is
CEO of WILMINGTON TRUST CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the corporate seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like authority.



	 	 	 	 	 
	 	 	 
	 	/s/ Gail M. Henry
 	 
	 	Notary Public 	 



	 	 	 
	[Notarial Seal]

	 	GAIL M. HENRY
	 

	 	NOTARY PUBLIC
	 

	 	MY COMMISSION EXPIRES
	 

	 	OCTOBER 20, 1998






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STATE OF MINNESOTA,



COUNTY OF HENNEPIN,




     On this 4th day of May, 1998 before me personally appeared Jane Y. Schweiger, to me known,
who, being by me duly sworn, did depose and say that (s)he resides at Minneapolis, MN; that (s)he
is a CORPORATE TRUST OFFICER of Norwest Bank Minnesota, National Association, one of the parties
described in and which executed the foregoing instrument; that (s)he knows the corporate seal of
said corporation; that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that (s)he signed his/her
name thereto by like authority.



	 	 	 	 	 
	 	 	 
	 	/s/ Theresa M Stelter
 	 
	 	Notary Public 	 



THERESA M. STELTER

NOTARY PUBLIC-MINNESOTA

MY COMMISSION EXPIRES

JANUARY 31, 2000




[Notarial Seal]





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