exv4w1






Exhibit 4.1




 

 






PG&E CORPORATION




TO




DEUTSCHE BANK TRUST COMPANY AMERICAS,




TRUSTEE




 






Senior Note Indenture




Dated as of                     , 2009




 

 




 









 












PG&E Corporation

Reconciliation and Tie Between Trust Indenture Act of 1939 and

Senior Note Indenture, dated as of                      , 2009




	 	 	 	 	 	 	 
	Trust Indenture	 	 	 
	Act Section	 	 	 	Indenture Section	 
	 
	 	 	 	 	 	 
	§ 310
	 	(a)(1)	 	609
	 
	 	(a)(2)	 	609
	 
	 	(a)(3)	 	Not Applicable
	 
	 	(a)(4)	 	Not Applicable
	 
	 	(b)	 	608, 610
	§ 311
	 	(a)	 	613
	 
	 	(b)(4)	 	613(a)
	 
	 	(b)(6)	 	613(b)
	§ 312
	 	(a)	 	701, 702(a)
	 
	 	(c)	 	702(b)
	§ 313
	 	(a)	 	703(a)
	 
	 	(b)	 	703(b)
	 
	 	(c)	 	703(c), 704
	 
	 	(d)	 	703(c)
	§ 314
	 	(a)	 	704, 1007
	 
	 	(b)	 	Not Applicable
	 
	 	(c)(1)	 	102
	 
	 	(c)(2)	 	102
	 
	 	(c)(3)	 	Not Applicable
	 
	 	(d)	 	Not Applicable
	 
	 	(e)	 	102
	§ 315
	 	(a)	 	601(a)
	 
	 	(b)	 	602
	 
	 	(c)	 	601(b)
	 
	 	(d)	 	601(c)
	 
	 	(d)(1)	 	 601(a)(1)
	 
	 	(d)(2)	 	601(c)(2)
	 
	 	(d)(3)	 	601(c)(3)
	 
	 	(e)	 	514
	§ 316
	 	(a)	 	 101
	 
	 	(a)(1)(A)	 	502, 512
	 
	 	(a)(1)(B)	 	513
	 
	 	(a)(2)	 	Not Applicable
	 
	 	(b)	 	508
	§ 317
	 	(a)(1)	 	503
	 
	 	(a)(2)	 	504
	 
	 	(b)	 	1003
	§ 318
	 	(a)	 	107






 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Parties
	 	 	 	 	1	 
	Recitals of the Company
	 	 	 	 	1	 
	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	 	 
	Section 101. Definitions 
	 		 	 	1	 
	Act
	 	 	 	 	2	 
	Affiliate
	 	 	 	 	2	 
	Authenticating Agent
	 	 	2	 
	Board of Directors
	 	 	 	 	2	 
	Board Resolution
	 	 	 	 	2	 
	Business Day
	 	 	 	 	2	 
	Certificate of a Firm of Independent Public Accountants
	 	 	2	 
	Commission
	 	 	 	 	2	 
	Company
	 	 	 	 	2	 
	Company Request or Company Order
	 	 	3	 
	Corporate Trust Office
	 	 	3	 
	Corporation
	 	 	 	 	3	 
	Defaulted Interest
	 	 	 	 	3	 
	Depositary
	 	 	 	 	3	 
	Event of Default
	 	 	 	 	3	 
	Global Security
	 	 	 	 	3	 
	Holder
	 	 	 	 	4	 
	Indenture
	 	 	 	 	4	 
	Interest Payment Date
	 	 	4	 
	Maturity
	 	 	 	 	4	 
	Officers’ Certificate
	 	 	4	 
	Opinion of Counsel
	 	 	4	 
	Outstanding
	 	 	 	 	4	 
	Paying Agent
	 	 	 	 	5	 
	Person
	 	 	 	 	5	 






i 









 






TABLE OF CONTENTS
(CONTINUED)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Predecessor Security
	 	 	5	 
	Redemption Date
	 	 	5	 
	Redemption Price
	 	 	5	 
	Regular Record Date
	 	 	5	 
	Responsible Officer
	 	 	5	 
	Security Register and Security Registrar
	 	 	6	 
	Senior Note
	 	 	6	 
	Special Record Date
	 	 	6	 
	Stated Maturity
	 	 	6	 
	Trust Indenture Act
	 	 	6	 
	Trustee
	 	 	6	 
	Vice President
	 	 	6	 
	Section 102. Compliance Certificates and Opinions
	 		 	 	6	 
	Section 103. Form of Documents Delivered to Trustee
	 		 	 	7	 
	Section 104. Acts of Holders
	 		 	 	7	 
	Section 105. Notices, Etc., to Trustee and Company
	 		 	 	8	 
	Section 106. Notice to Holders of Senior Notes; Waiver
	 		 	 	9	 
	Section 107. Conflict With Trust Indenture Act
	 		 	 	9	 
	Section 108. Effect of Headings and Table of Contents
	 		 	 	9	 
	Section 109. Successors and Assigns
	 		 	 	9	 
	Section 110. Separability Clause
	 		 	 	10	 
	Section 111. Benefits of Indenture
	 		 	 	10	 
	Section 112. Governing Law
	 		 	 	10	 
	Section 113. Legal Holidays
	 		 	 	10	 
	Section 114. Appointment of Agent for Service
	 		 	 	10	 
	ARTICLE TWO FORMS OF SENIOR NOTES	 	 	 	 
	Section 201. Forms Generally
	 		 	 	11	 
	Section 202. Form of Trustee’s Certificate of Authentication
	 		 	 	11	 
	Section 203. Senior Notes Issuable in the Form of a Global Security
	 		 	 	11	 






ii 









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE THREE THE SENIOR NOTES	 	 	 	 
	Section 301.
	 	Amount Unlimited; Issuable in Series	 	 	13	 
	Section 302.
	 	Execution, Authentication, Delivery and Dating	 	 	16	 
	Section 303.
	 	Registration, Registration of Transfer and Exchange	 	 	18	 
	Section 304.
	 	Mutilated, Destroyed, Lost and Stolen Senior Notes	 	 	19	 
	Section 305.
	 	Payment of Interest; Interest Rights Preserved	 	 	19	 
	Section 306.
	 	Persons Deemed Owners	 	 	21	 
	Section 307.
	 	Cancellation	 	 	21	 
	Section 308.
	 	Computation of Interest	 	 	21	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	 	 	 	 
	Section 401.
	 	Satisfaction and Discharge of Senior Notes	 	 	21	 
	Section 402.
	 	Satisfaction and Discharge of Indenture	 	 	23	 
	Section 403.
	 	Application of Trust Money	 	 	24	 
	ARTICLE FIVE REMEDIES	 	 	 	 
	Section 501.
	 	Events of Default	 	 	25	 
	Section 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	26	 
	Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	27	 
	Section 504.
	 	Trustee May File Proofs of Claim	 	 	27	 
	Section 505.
	 	Trustee May Enforce Claims Without Possession of Senior Notes	 	 	28	 
	Section 506.
	 	Application of Money Collected	 	 	28	 
	Section 507.
	 	Limitation on Suits	 	 	28	 
	Section 508.
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	29	 
	Section 509.
	 	Restoration of Rights and Remedies	 	 	29	 
	Section 510.
	 	Rights and Remedies Cumulative	 	 	29	 
	Section 511.
	 	Delay or Omission Not Waiver	 	 	30	 
	Section 512.
	 	Control by Holders of Senior Notes	 	 	30	 
	Section 513.
	 	Waiver of Past Defaults	 	 	30	 






iii 









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Section 514.
	 	Undertaking for Costs	 	 	31	 
	Section 515.
	 	Waiver of Stay or Extension Laws	 	 	31	 
	ARTICLE SIX THE TRUSTEE	 	 	 	 
	Section 601.
	 	Certain Duties and Responsibilities	 	 	31	 
	Section 602.
	 	Notice of Defaults	 	 	32	 
	Section 603.
	 	Certain Rights of Trustee	 	 	33	 
	Section 604.
	 	Not Responsible for Recitals or Issuance of Senior Notes	 	 	34	 
	Section 605.
	 	May Hold Senior Notes	 	 	34	 
	Section 606.
	 	Money Held in Trust	 	 	34	 
	Section 607.
	 	Compensation and Reimbursement	 	 	34	 
	Section 608.
	 	Disqualification; Conflicting Interests	 	 	35	 
	Section 609.
	 	Corporate Trustee Required; Eligibility	 	 	35	 
	Section 610.
	 	Resignation and Removal; Appointment of Successor	 	 	35	 
	Section 611.
	 	Acceptance of Appointment by Successor	 	 	37	 
	Section 612.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	38	 
	Section 613.
	 	Preferential Collection of Claims Against Company	 	 	38	 
	Section 614.
	 	Appointment of Authenticating Agent	 	 	38	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	 	 
	Section 701.
	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	40	 
	Section 702.
	 	Preservation of Information; Communications to Holders	 	 	40	 
	Section 703.
	 	Reports by Trustee	 	 	41	 
	Section 704.
	 	Reports by Company	 	 	41	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	 	 
	Section 801.
	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	42	 
	Section 802.
	 	Successor Corporation Substituted	 	 	42	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES	 	 	 	 
	Section 901.
	 	Supplemental Indentures Without Consent of Holders	 	 	43	 
	Section 902.
	 	Supplemental Indentures With Consent of Holders	 	 	44	 






iv 









 








TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	Section 903.
	 	General Provisions Regarding Supplemental Indenture	 	 	44	 
	Section 904.
	 	Execution of Supplemental Indentures	 	 	45	 
	Section 905.
	 	Effect of Supplemental Indentures	 	 	45	 
	Section 906.
	 	Conformity With Trust Indenture Act	 	 	45	 
	Section 907.
	 	Reference in Senior Notes to Supplemental Indentures	 	 	45	 
	ARTICLE TEN COVENANTS	 	 	 	 
	Section 1001.
	 	Payment of Principal and Interest	 	 	46	 
	Section 1002.
	 	Maintenance of Office or Agency	 	 	46	 
	Section 1003.
	 	Money for Senior Notes Payments to be Held in Trust	 	 	46	 
	Section 1004.
	 	Corporate Existence	 	 	47	 
	Section 1005.
	 	Statement as to Compliance	 	 	47	 
	Section 1006.
	 	Waiver of Certain Covenants	 	 	48	 
	Section 1007.
	 	Limitation of Liens	 	 	48	 
	ARTICLE ELEVEN REDEMPTION OF SENIOR NOTES	 	 	 	 
	Section 1101.
	 	Applicability of Article	 	 	50	 
	Section 1102.
	 	Election to Redeem; Notice to Trustee	 	 	50	 
	Section 1103.
	 	Selection by Trustee of Senior Notes to be Redeemed	 	 	51	 
	Section 1104.
	 	Notice of Redemption	 	 	51	 
	Section 1105.
	 	Deposit of Redemption Price	 	 	52	 
	Section 1106.
	 	Senior Notes Payable on Redemption Date	 	 	52	 
	Section 1107.
	 	Senior Notes Redeemed in Part	 	 	53	 
	ARTICLE TWELVE SINKING FUNDS	 	 	 	 
	Section 1201.
	 	Applicability of Article	 	 	53	 
	Section 1202.
	 	Satisfaction of Sinking Fund Payments With Senior Notes	 	 	54	 
	Section 1203.
	 	Redemption of Senior Notes for Sinking Fund	 	 	54	 
	ARTICLE THIRTEEN MISCELLANEOUS PROVISIONS	 	 	 	 
	Section 1301.
	 	No Recourse Against Others	 	 	54	 
	Section 1302.
	 	Assignment; Binding Effect	 	 	54	 
	Section 1303.
	 	USA PATRIOT Act	 	 	55	 







v 











 





SENIOR NOTE INDENTURE




     THIS SENIOR NOTE INDENTURE is made as of                      , 2009, between PG&E CORPORATION, a
corporation duly organized and existing under the laws of the State of California (herein called
the “Company”), having its principal office at One Market Street, Spear Tower, Suite 2400, San
Francisco, CA 94105, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation,
having its principal corporate trust office at 60 Wall Street, 27th Floor, MS: NYC60-2710, New
York, NY 10005, as Trustee (herein called the “Trustee”).



Witnesseth: 




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



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



     NOW, THEREFORE, for and in consideration of the premises and the purchase of the Senior Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Senior Notes or of series thereof, as follows:



ARTICLE ONE




Definitions and Other Provisions

of General Application




Section 101. Definitions.




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



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



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



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



1









 





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



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



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



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



     “Authenticating Agent” means any Person or Persons authorized by the Trustee to authenticate
one or more series of Senior Notes.



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of the officers and/or directors of the Company appointed by 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 a day other than (i) a Saturday or a Sunday, (ii) a day on which banks in
New York, New York are authorized or obligated by law or executive order to remain closed, or (iii)
a day on which the Trustee’s Corporate Trust Office is closed for business.



     “Certificate of a Firm of Independent Public Accountants” means a certificate signed by an
independent public accountant or a firm of independent public accountants who may be the
independent public accountants regularly retained by the Company or who may be other independent
public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel
as to the interpretation of any legal matters relating to such certificate.



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



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



2









 





     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman of the Board, its President , a Vice President, its Chief Financial
Officer, its Treasurer or an Assistant Treasurer, and delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee in the Borough of Manhattan, New York
City, at which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Senior Note Indenture is located at 60
Wall Street, 27th Floor, MS: NYC60-2710, New York, NY 10005.



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



     “Defaulted Interest” has the meaning specified in Section 305.



     “Depositary” means, unless otherwise specified by the Company pursuant to either Section 203
or 301, with respect to Senior Notes of any series issuable or issued as a Global Security, The
Depository Trust Company, New York, New York, or any successor thereto registered as a clearing
agency under the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation.



     “Eligible Obligations” means:




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




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



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



     “Global Security” means, with respect to any series of Senior Notes issued hereunder, a Senior
Note that is executed by the Company and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary’s instruction, all in accordance with Section 203 of this
Indenture and any indenture supplemental hereto.



     “Government Obligations” means securities which are (a) (i) direct obligations of the United
States where the payment or payments thereunder are supported by the full faith and credit of the
United States or (ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit obligation by the United States or (b)
depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such Government Obligation or a specific payment of
interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of a depository
receipt; provided, that, (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation evidenced by such depository
receipt.



3









 





     “Holder,” when used with respect to any Senior Note, means the Person in whose name the Senior
Note is registered in the Security Register.



     “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 the particular series of Senior Notes
established as contemplated by Section 301.



     “Interest Payment Date,” when used with respect to any series of Senior Notes, means the dates
established for the payment of interest thereon, as provided in the supplemental indenture for such
series.



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



     “Officer’s Certificate” means a certificate signed by the Chairman of the Board, the President
or a Vice President, the Chief Financial Officer, the Treasurer or an Assistant Treasurer of the
Company, and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company,
and who shall be acceptable to the Trustee.



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



          (i) Senior Notes theretofore canceled by the Trustee or delivered to the Trustee for
cancellation pursuant to this Indenture;



          (ii) Senior Notes 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 either case
pursuant to this Indenture, 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 Senior Notes; provided that if
such Senior Notes are to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been made;



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



4









 





          (iv) Senior Notes, or portions thereof, converted into or exchanged for another security if
the terms of such Senior Notes provide for such conversion or exchange;


provided, however, that in determining, during any period in which any Senior Notes of a series are
owned by any Person other than the Company or any Affiliate thereof, whether the Holders of the
requisite principal amount of Outstanding Senior Notes of such series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Senior Notes of such series
owned by the Company or any Affiliate thereof shall be disregarded and deemed not to be
Outstanding. In determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Senior Notes that the
Trustee knows to be so owned by the Company or an Affiliate of the Company in the above
circumstances shall be so disregarded. Senior Notes so owned that 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 Senior Notes and that the pledgee is not the Company
or any Affiliate of the Company.




     “Paying Agent” means any Person authorized by the Company to pay the principal of (and
premium, if any) or interest on any Senior Notes on behalf of the Company.



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



     “Predecessor Security” of any particular Senior Note means every previous Senior Note
evidencing all or a portion of the same debt as that evidenced by such particular Senior Note; and,
for the purposes of this definition, any Senior Note authenticated and delivered under Section 304
in exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Senior Note.



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



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



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



     “Responsible Officer,” when used with respect to the Trustee, means the chairman or any
vice-chairman of the board of directors, the chairman or any vice-chairman of the executive
committee of the board of directors, the chairman of the trust committee, the managing director,
director, the president, any vice president, the secretary, any assistant secretary, the treasurer,
any assistant treasurer, the cashier, any assistant cashier, any
senior trust officer, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing functions similar
to those performed by any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.



5









 





     “Security Register” and “Security Registrar” have the respective meanings specified in Section
303.



     “Senior Note” has the meaning stated in the first recital of this Indenture and more
particularly means any Senior Notes authenticated and delivered under this Indenture.



     “Special Record Date” for the payment of any Defaulted Interest on the Senior Notes of any
series means a date fixed by the Trustee pursuant to Section 305.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference
herein to the Trust Indenture Act or a particular provision thereof shall mean such Trust Indenture
Act or provision, as the case may be, as amended or replaced from time to time.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument
until a successor Trustee shall have become such with respect to one or more series of Senior Notes
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 Senior Notes of any series shall mean the Trustee
with respect to Senior Notes of that series.



     “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 102. 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 Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for 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;



6









 





          (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



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



Section 103. Form of Documents Delivered to Trustee.




     In any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or covered by
the opinion of, only one such Person, or that they be 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. Any
Opinion of Counsel may be rendered, insofar as it relates to matters of New York law, in reliance
on an opinion of New York counsel, which may be an opinion contemporaneously delivered to a third
party or parties and shall expressly permit such reliance.



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



Section 104. Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent, shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section.



7









 





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



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



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



     (e) The fact and date of execution of any such instrument or writing and the authority of the
Person executing the same may also be proved in any other manner which the Trustee deems
sufficient; and the Trustee may in any instance require further proof with respect to any of the
matters referred to in this Section.



     (f) If the Company shall solicit from the Holders of Senior Notes of any series any Act, the
Company may, at its option, by Board Resolution, fix in advance a record date for the determination
of Holders of Senior Notes entitled to take such Act, but the Company shall have no obligation to
do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is
fixed, such Act may be sought or given before or after the record date, but only the Holders of
record at the close of business on such record date shall be deemed to be Holders of Senior Notes
for the purpose of determining whether Holders of the requisite proportion of Senior Notes of such
series Outstanding have authorized or agreed or consented to such Act, and for that purpose the
Senior Notes of such series Outstanding shall be computed as of such record date.



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




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



          (1) the Trustee by any Holder of a Senior Note or by the Company shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Trust and Securities Services, or transmitted by facsimile
transmission or other direct written electronic means to such telephone number or other electronic
communications address as the Trustee shall from time to time designate, or



8









 







transmitted by registered or certified mail, return receipt requested, or overnight courier
guaranteeing next day delivery, charges prepaid, to the Trustee, at its Corporate Trust Office,



          (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and transmitted by facsimile
transmission or other direct written electronic means to such telephone number or other electronic
communications address as the Company shall from time to time designate, or transmitted by
registered or certified mail, return receipt requested, or overnight courier guaranteeing next day
delivery, charges prepaid, to the Company, addressed to the attention of its Secretary, at One
Market, Spear Tower, Suite 2400, San Francisco, CA 94105, or at any other address previously
furnished in writing to the Trustee by the Company.



Section 106. Notice to Holders of Senior Notes; Waiver.




     Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of Senior Notes of any event, such notice shall be sufficiently given if in writing and
mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such Notice.



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



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



Section 107. Conflict With Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required to be a part of and govern this Indenture, such required provision shall
control.



Section 108. Effect of Headings and Table of Contents.




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



Section 109. Successors and Assigns.




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



9









 





Section 110. Separability Clause.




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



Section 111. Benefits of Indenture.




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



Section 112. Governing Law.




     This Indenture and the Senior Notes shall be governed by, and construed in accordance with,
the internal laws of the State of New York, without regard to principles of conflicts of law.



Section 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Senior
Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of
the Senior Notes) payment of interest or principal (and premium, if any) need not be made on such
date, but may be made on the next succeeding Business Day, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity, provided that no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.



Section 114. Appointment of Agent for Service.




     By the execution and delivery of this Indenture, the Company hereby appoints the Trustee as
its agent upon which process may be served in any legal action or proceeding which may be
instituted in any Federal or State court in the Borough of Manhattan, New York City, arising out of
or relating to the Senior Notes or this Indenture. Service of process upon such agent at the
office of such agent at 60 Wall Street, 27th Floor, MS: NYC60-2710, New York, NY 10005, Attention:
Trust and Securities Services (or such other address in the Borough of Manhattan, New York City, as
may be the Corporate Trust Office of the Trustee), and written notice of such service to the
Company by the Person serving the same addressed as provided in Section 105, shall be deemed in
every respect effective service of process upon the Company in any such legal action or proceeding,
and the Company hereby submits to the jurisdiction of any such court in which any such legal action
or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of
Senior Notes shall have any rights pursuant to the terms thereof or of this Indenture until the
appointment of a successor by the Company with the consent of the Trustee and such successor’s
acceptance of such appointment. The Company further agrees to take any and all action, including
the execution and filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of such agent or successor.



10









 





     By the execution and delivery of this Indenture, the Trustee hereby agrees to act as such
agent and undertakes promptly to notify the Company of receipt by it of service of process in
accordance with this Section.



ARTICLE TWO




Forms of Senior Notes




Section 201. Forms Generally.




     The Senior Notes of each series shall be in substantially the form appended to the
supplemental indenture authorizing such series, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Senior Notes, as evidenced by
their execution of the Senior Notes.



     The Senior Notes of each series shall be issuable in registered form without coupons.



     The definitive Senior Notes may be printed, typewritten, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by the officers
executing such Senior Notes, as evidenced by their execution of such Senior Notes.



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




     The form of the Trustee’s Certificate of Authentication for a series of Senior Notes shall be
in substantially the form appended to the Supplemental Indenture authorizing such series.



Section 203. Senior Notes Issuable in the Form of a Global Security.




     (a) If the Company shall establish pursuant to Section 301 that the Senior Notes of a
particular series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance with Section 302
and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of the Outstanding Senior Notes of such series to be represented by
such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding
Senior Notes represented thereby may from time to time be increased or reduced to reflect
exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or
Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the
Depositary.



     (b) Notwithstanding any other provision of this Section 203 or of Section 303, subject to the
provisions of paragraph (c) below, unless the terms of a Global Security expressly permit such
Global Security to be exchanged in whole or in part for individual Senior Notes, a Global Security
may be transferred, in whole but not in part and in the manner provided in Section 303,



11









 







only to a
nominee of the Depositary for such Global Security, or to the Depositary, or to a successor
Depositary for such Global Security selected or approved by the Company, or to a nominee of such
successor Depositary.



     (c) (1) If at any time the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at any time the
Depositary for the Senior Notes for such series shall no longer be eligible or in good standing
under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to such Global Security. If a
successor Depositary for such Global Security is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual
Senior Notes of such series in exchange for such Global Security, will authenticate and deliver
individual Senior Notes 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 in exchange for such Global
Security.



          (2) The Company may at any time and in its sole discretion determine that the Senior Notes of
any series issued or issuable 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 Request for the authentication and delivery
of individual Senior Notes of such series in exchange in whole or in part for such Global
Security, will authenticate and deliver individual Senior Notes of such series of like tenor and
terms in definitive form in an aggregate principal amount equal to the principal amount of such
Global Security or Securities representing such series in exchange for such Global Security or
Securities.



          (3) If specified by the Company pursuant to Section 301 with respect to Senior Notes issued or
issuable in the form of a Global Security, the Depositary for such Global Security may surrender
such Global Security in exchange in whole or in part for individual Senior Notes of such series of
like tenor and terms in definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon the Company shall execute, and, upon receipt of a Company Request for the
authentication and delivery of individual Senior Notes of such series in exchange in whole or in
part for such Global Security, the Trustee shall authenticate and deliver (A) to each Person
specified by such Depositary a new Senior Note or Notes 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 Senior Notes delivered to Holders thereof.



          (4) In any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Trustee will authenticate and deliver individual Senior Notes in definitive form in
authorized denominations. Upon the exchange of the entire principal amount of a Global Security
for individual Senior Notes, such Global Security shall be cancelled by the Trustee. Except as
provided in the preceding paragraph, Senior Notes issued in exchange for a



12









 







Global Security pursuant
to this Section shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. Provided that the Company has so directed
in writing, the Trustee shall deliver such Senior Notes to the Persons in whose names the Senior
Notes are registered.



          (5) Any endorsement of a Global Security to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Senior Notes represented thereby
shall be made in such manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 302 with respect thereto. Subject to the
provisions of Section 302, the Trustee shall deliver and redeliver any such Global Security in the
manner and upon instructions given by the Person or Persons specified therein or in the applicable
Company Order. If a Company Order pursuant to Section 302 has been, or simultaneously is,
delivered, any instructions by the Company with respect to such Global Security shall be in writing
but need not be accompanied by or contained in an Officer’s Certificate and need not be accompanied
by an Opinion of Counsel.



ARTICLE THREE




The Senior Notes




Section 301. Amount Unlimited; Issuable in Series.




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



     The Senior Notes may be issued in one or more series. There may be established, pursuant to
one or more indentures supplemental hereto or in a Board Resolution, or in an Officer’s Certificate
pursuant to a Supplemental Indenture or a Board Resolution, prior to the issuance of Senior Notes
of any series,



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



          (2) any limit upon the aggregate principal amount of the Senior Notes of the series which may
be authenticated and delivered under this Indenture (except for Senior Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Notes
of the series pursuant to Sections 203, 303, 304, 907 or 1107);



          (3) the Person to whom interest on a Senior Note of the series shall be payable if other than
the Person in whose name that Senior Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest;



          (4) the date or dates on which the principal of the Senior Notes of the series is payable or
any formula or other method or other means by which such date or dates shall be determined, by
reference to an index or other fact or event ascertainable outside of this Indenture or otherwise
(without regard to any provisions for redemption, prepayment, acceleration,



13









 







purchase or extension)
and the right, if any, to extend the Maturity of the Senior Notes of such series, and the duration
of any such extension;



          (5) the rate or rates at which the Senior Notes of the series shall bear interest, if any
(including the rate or rates at which overdue principal shall bear interest, if different from the
rate or rates at which such Senior notes shall bear interest prior to Maturity, and if applicable,
the rate or rates at which overdue premium or interest shall bear interest, if any), or any method
by which such rate or rates shall be determined, or any formula or other method or other means by
which such rate or rates shall be determined, by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise, the date or dates from which such interest
shall accrue, the Interest Payment Dates on which such interest shall be payable, the Regular
Record Date for the interest payable on Senior Notes 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, and the right, if any, to extend the interest payment periods and the duration of
any such extension;



          (6) the place or places where the principal of (and premium, if any) and interest, if any, on
Senior Notes of the series shall be payable;



          (7) the methods by which (i) registration of transfer of Senior Notes of such series may be
effected, (ii) exchanges of Senior Notes of such series may be effected and (iii)
notices and demands to or upon the Company in respect of the Senior Notes of such series and
this Indenture may be made, given, furnished, filed or served, if other than as provided in Section
105; the Note Registrar and any Paying Agent or Agents for such series; and, if such is the case,
that the principal of such Senior Notes shall be payable without the presentment or surrender
thereof;



          (8) if the time for the giving of redemption notices for such series of Senior Notes shall be
other than as provided in Section 1104, such different time, and the period or periods within which
or the date or dates on which, the price or prices at which and the terms and conditions upon which
the Senior Notes of such series may be redeemed, in whole or in part, at the option of the Company
(including, without limitation, any provision for the payment of a “make-whole”, yield-maintenance
or similar premium in connection with the redemption of Senior Notes of such series during a
“no-call” or other period during which such Senior Notes are generally not subject to optional
redemption by the Company) and any restrictions on such redemptions;



          (9) the obligation or obligations, if any, of the Company to redeem, purchase or repay the
Senior Notes of such series pursuant to any sinking fund or analogous provision or at the option of
a Holder thereof and the period or periods within which or the date or dates on which, the price or
prices at which and the terms and conditions upon which, Senior Notes of the series shall be
redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, and applicable
exceptions to the requirements of Section 1104 in the case of mandatory redemption or redemption or
repayment at the option of the Holder;



          (10) the denominations in which Senior Notes of the series shall be issuable;



14









 





          (11) the currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest, if any, on the Senior Notes of such series shall be
payable (if other than in Dollars); it being understood that, for purposes of calculations under
this Indenture, any amounts denominated in a currency other than Dollars or in a composite currency
shall be converted to Dollar equivalents by calculating the amount of Dollars which could have been
purchased by the amount of such other currency based on such quotations or methods of determination
as shall be specified pursuant to this clause (10);



          (12) if the principal of or premium, if any, or interest, if any, on the Senior Notes of such
series are to be payable, at the election of the Company or a Holder thereof, in a coin or currency
other than that in which the Senior Notes are stated to be payable, the coin or currency in which
payment of any amount as to which such election is made will be payable, the period or periods
within which, and the terms and conditions upon which, such election may be made; it being
understood that, for purposes of calculations under this Indenture, any such election shall be
required to be taken into account, in the manner contemplated in clause (10) of this paragraph,
only after such election shall have been made;



          (13) if the principal of or premium, if any, or interest, if any, on the Senior Notes of such
series are to be payable, or are to be payable at the election of the Company or a Holder thereof,
in securities or other property, the type and amount of such securities or other property, or the
formula or other method or other means by which such amount shall be
determined, and the period or periods within which, and the terms and conditions upon which,
any such election may be made; it being understood that all calculations under this Indenture shall
be made on the basis of the fair market value of such securities or the fair value of such other
property, in either case determined as of the most recent practicable date, except that, in the
case of any amount of principal or interest that may be so payable at the election of the Company
or a Holder, if such election shall not yet have been made, such calculations shall be made on the
basis of the amount of principal or interest, as the case may be, that would be payable if no such
election were made;



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



          (15) any deletions from, modifications of or additions to the Events of Default or covenants
of the Company as provided herein pertaining to the Senior Notes of the series, and any change in
the rights of the Trustee or Holders of such series pursuant to Section 901 or 902;



          (16) any additions to the definitions currently set forth in this Indenture with respect to
such series;



          (17) whether the Senior Notes of the series shall be issued in whole or in part in the form of
a Global Security or Securities; the terms and conditions, if any, upon which such Global Security
or Securities may be exchanged in whole or in part for certificated Senior Notes of such series and
of like tenor of any authorized denomination and the circumstances under which such exchange may
occur, if other than in the manner provided for in Section 203; the Depositary for such Global
Security or Securities; and the form of any legend or legends to be



15









 







borne by any such Global
Security in addition to or in lieu of the legend referred to in Section 203;



          (18) to the extent not established pursuant to clause (16) of this paragraph, any limitations
on the rights of the Holders of the Senior Notes of such series to transfer or exchange such Senior
Notes or to obtain the registration of transfer thereof; and if a service charge will be made for
the registration of transfer or exchange of Senior Notes of such series, the amount or terms
thereof;



          (19) any restriction or condition on the transferability of such Senior Notes;



          (20) if other than the entire principal amount thereof, the portion of the principal amount of
Senior Notes of such series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;



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



          (22) the obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Senior Notes of such series denominated in a currency other than
Dollars or in a composite currency, and any additional or alternative provisions for the
reinstatement of the Company’s indebtedness in respect of such Senior Notes after the
satisfaction and discharge thereof as provided in Section 401;



          (23) any exceptions to Section 113, or variation in the definition of Business Day, with
respect to the Senior Notes of such series;



          (24) any non-applicability of Section 1007 (Limitation on Liens) to the Securities of such
series or any exceptions or modifications of Section 1007 with respect to the Securities of such
series; and



          (25) any other terms of the series.



     All Senior Notes of any one series shall be substantially identical except as to the date or
dates from which interest, if any, shall accrue and denomination and except as may otherwise be
provided in the terms of such Senior Notes determined or established as provided above. All Senior
Notes of any one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened for issuances of additional Senior Notes of such series.



Section 302. Execution, Authentication, Delivery and Dating.




     The Senior Notes shall be executed on behalf of the Company by any two of the following: the
President, the Chief Executive Officer, any Vice President, the Chief Financial Officer, the
Treasurer or any Assistant Treasurer. The corporate seal of the Company may be affixed thereto or
reproduced thereon and attested by any Authorized Officer, the Secretary of the Company or any
Assistant Secretary of the Company. The signature of any of these officers on the Senior Notes may
be manual or facsimile.



16









 





     Senior Notes bearing the manual or facsimile signatures of individuals who were at the time
relevant to the authorization thereof 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 Senior Notes or did not hold such offices at the date of such
Senior Notes.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Senior Notes of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Senior
Notes, and the Trustee, in accordance with the Company Order, shall authenticate and deliver such
Senior Notes. If all of the Senior Notes of any series are not to be issued at one time and if the
supplemental indenture establishing such series shall so permit, such Company Order may set forth
procedures acceptable to the Trustee for the issuance of such Senior Notes and determining the
terms of particular Senior Notes of such series, such as interest rate, maturity date, date of
issuance and date from which interest shall accrue. In authenticating Senior Notes hereunder, and
accepting the additional responsibilities under this Indenture in relation to such Senior Notes,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon:



          (1) an Opinion of Counsel, to the effect that the form and terms of such Senior Notes or the
manner of determining such terms have been established in conformity with the provisions of this
Indenture; and



          (2) an Officer’s Certificate stating, to the knowledge of the signer of such certificate, that
no Event of Default with respect to any of the Senior Notes shall have occurred and be continuing.


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




     If all the Senior Notes of any series are not to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel and Officer’s Certificate at the time of issuance of
each such Senior Note, but such opinion and certificate shall be delivered at or before the time of
issuance of the first Senior Note of such series to be issued.



     Each Senior Note shall be dated the date of its authentication.



     No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Senior Note a certificate of authentication
substantially in the form provided for herein executed by the Trustee by manual signature, and such
certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such
Senior Note has been duly authenticated and delivered hereunder and is entitled to the benefits of
this Indenture.



17









 





Section 303. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the office of the Security Registrar designated pursuant
to this Section 303 or Section 1002 a register (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 Senior Notes and of transfers of Senior Notes. The Trustee is hereby initially
appointed as Security Registrar for the purpose of registering Senior Notes and transfers of Senior
Notes as herein provided.



     Subject to Section 203, upon surrender for registration of transfer of any Senior Note of any
series at the office or agency maintained for such purpose for such series, the Company shall
execute, and, as directed by the Company, the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Senior Notes of the same series,
Stated Maturity and original issue date, of any authorized denominations and of like tenor and
aggregate principal amount.



     Subject to Section 203, Senior Notes of any series may be exchanged, at the option of the
Holder, for Senior Notes of the same series, Stated Maturity and original issue date, of any
authorized denominations and of like tenor and aggregate principal amount, upon surrender of
the Senior Notes to be exchanged at any such office or agency.



     Whenever any Senior Notes are so surrendered for exchange, the Company shall execute, and, as
directed by the Company, the Trustee shall authenticate and deliver, the Senior Notes
that the Holder making the exchange is entitled to receive.



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



     Every Senior Note presented or surrendered for registration of transfer or for exchange shall
(if so required by the Company) 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.



     No service charge shall be made for any registration of transfer or exchange of Senior Notes,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Senior
Notes, other than exchanges pursuant to Section 304, 907 or 1107 not involving any transfer.



     The Company shall not be required (i) to issue, to register the transfer of or to exchange
Senior Notes of any series during a period of 15 days immediately preceding the date notice is
given identifying the serial numbers of the Senior Notes of that series called for redemption, or
(ii) to issue, to register the transfer of or to exchange any Senior Notes so selected for
redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in
part.



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     None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.



Section 304. Mutilated, Destroyed, Lost and Stolen Senior Notes.




     If any mutilated Senior Note is surrendered to the Trustee, the Company shall execute and, as
directed by the Company, the Trustee shall authenticate and deliver in exchange
therefor a new Senior Note of the same series, Stated Maturity and original issue date, and of like
tenor and principal amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Senior Note and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then,
in the absence of notice to the Company or the Trustee that such Senior Note has been acquired
by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Senior Note, a new Senior
Note of the same series, Stated Maturity and original issue date, and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



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



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



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



Section 305. Payment of Interest; Interest Rights Preserved.




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



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



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



          (2) The Company may make payment of any Defaulted Interest on the Senior Notes of any series
in any other lawful manner not inconsistent with the requirements of any securities exchange on
which such Senior Notes may be listed, and upon such notice as may be required by such exchange,
and after notice given by the Company to the Trustee of the proposed payment pursuant to this
Clause that such manner of payment has been deemed practicable by the Company.



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




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Section 306. Persons Deemed Owners.




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



Section 307. Cancellation.




     All Senior Notes surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by the Trustee. The Company
may at any time deliver to the Trustee for cancellation any Senior Notes previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and all
Senior Notes so delivered shall be canceled by the Trustee. No Senior Notes shall be authenticated
in lieu of or in exchange for any Senior Notes canceled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Senior Notes held by the Trustee shall be
disposed of in accordance with a Company Order and the Trustee shall promptly deliver a certificate
of disposition to the Company.



Section 308. Computation of Interest.




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



ARTICLE FOUR




Satisfaction and Discharge




Section 401. Satisfaction and Discharge of Senior Notes.




     Any Senior Note or Senior Notes, or any portion of the principal amount thereof, shall be
deemed to have been paid and no longer Outstanding for all purposes of this Indenture, and the
entire indebtedness of the Company in respect thereof shall be satisfied and discharged, if there
shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the
Company), in trust:



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



     (b) in the case of a deposit made prior to the Maturity of such Senior Notes or portions
thereof, Eligible Obligations, which shall not contain provisions permitting the redemption or
other prepayment thereof at the option of the issuer thereof, the principal of and
the interest on which when due, without any regard to reinvestment thereof, will provide
moneys



21









 




which, together with the money, if any, deposited with or held by the Trustee or such Paying
Agent, shall be sufficient, or




     (c) a combination of (a) or (b) which shall be sufficient to pay when due the principal of and
premium, if any, and interest, if any, due and to become due on such Senior Notes or portions
thereof; provided, however, that in the case of the provision for payment or redemption of less
than all the Senior Notes of any series, such Senior Notes or portions thereof shall have been
selected by the Security Registrar as provided herein and, in the case of a redemption, the notice
requisite to the validity of such redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such notice, under arrangements satisfactory
to the Trustee; and provided, further, that the Company shall have delivered to the Trustee and
such Paying Agent:




     (x) if such deposit shall have been made prior to the Maturity of such Senior Notes, a
Company Order stating that the money and Eligible Obligations deposited in accordance with
this Section shall be held in trust, as provided in Section 403;




     (y) if Eligible Obligations shall have been deposited, an opinion of an independent
public accountant of nationally recognized standing or a firm of independent public
accountants of nationally recognized standing, selected by the Company, to the effect that
the other requirements set forth in clause (b) or (c) above have been satisfied; and




     (z) if such deposit shall have been made prior to the Maturity of such Senior Notes, an
Officer’s Certificate stating the Company’s intention that, upon delivery of such Officer’s
Certificate, its indebtedness in respect of such Senior Notes or portions thereof will have
been satisfied and discharged as contemplated in this Section.



     Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section,
together with the documents required by clauses (x), (y) and (z) above, the Trustee shall, upon
Company Request, acknowledge in writing that such Senior Notes or portions thereof are deemed to
have been paid for all purposes of this Indenture and that the entire indebtedness of the Company
in respect thereof has been satisfied and discharged as contemplated in this Section. In the event
that all of the conditions set forth in the preceding paragraph shall have been satisfied in
respect of any Senior Notes or portions thereof except that, for any reason, the Officer’s
Certificate specified in clause (z) (if otherwise required) shall not have been delivered, such
Senior Notes or portions thereof shall nevertheless be deemed to have been paid for all purposes of
this Indenture, and the Holders of such Senior Notes or portions thereof shall nevertheless be no
longer entitled to the benefits of this Indenture (other than with respect to such deposit) or of
any of the covenants of the Company under Article X (except the covenants contained in Sections
1002 and 1003) or any other covenants made in respect of such Senior Notes or portions thereof as
contemplated by Section 301, but the indebtedness of the Company in respect of such Senior Notes or
portions thereof shall not be deemed to have been satisfied and discharged prior to Maturity for
any other purpose; and, upon Company Request, the Trustee shall acknowledge in writing that such
Senior Notes or portions thereof are deemed to have been paid for all purposes of this Indenture.



22









 





     If payment at Stated Maturity of less than all of the Senior Notes of any series is to be
provided for in the manner and with the effect provided in this Section, the Security Registrar
shall select such Senior Notes, or portions of principal amount thereof, in the manner specified by
Section 1103 for selection for redemption of less than all the Senior Notes of a series .



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



     Notwithstanding that any Senior Notes shall be deemed to have been paid for purposes of this
Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such Senior
Notes under Sections 303, 304, 603, 607, 614, 1002, 1003 and
1104 and this Article Four shall survive.



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



     Anything herein to the contrary notwithstanding, (a) if, at any time after a Senior Note would
be deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s
indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant to
this Section (without regard to the provisions of this paragraph), the Trustee or any Paying Agent,
as the case may be, shall be required to return the money or Eligible Obligations, or combination
thereof, deposited with it as aforesaid to the Company or its representative under any applicable
federal or state bankruptcy, insolvency or other similar law, such Senior Note shall thereupon be
deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s
indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such
Senior Note shall be deemed to remain Outstanding and (b) any satisfaction and discharge of the
Company’s indebtedness in respect of any Senior Notes shall be subject to the provisions of Section
403.



Section 402. Satisfaction and Discharge of Indenture.




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



          (1) no Senior Notes remain Outstanding hereunder;




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





23









 








          (3) the Company has delivered to the Trustee an Officer’s 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;



provided, however, that if, in accordance with the last paragraph of Section 401, any Senior Note
previously deemed to have been paid for purposes of this Indenture, shall be deemed retroactively
not to have been so paid, this Indenture shall thereupon be deemed retroactively not to have been
satisfied and discharged, as aforesaid, and to remain in full force and effect, and the Company
shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and
acknowledge the same.




     In the event there are Senior Notes of two or more series hereunder, the Trustee shall be
required to execute an instrument acknowledging satisfaction and discharge of this Indenture only
if requested to do so by the Company with respect to Senior Notes of all series as to which it is
Trustee and if the other conditions thereto are met. In the event there are two or more Trustees
hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.



     Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations
of the Company and the Trustee in respect of such Senior Notes under
Sections 303, 304, 603, 607, 614, 1002, 1003 and 1104 and this
Article Four shall survive.



Section 403. Application of Trust Money.




     Neither the Eligible Obligations nor the money deposited pursuant to Section 401, nor the
principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Senior Notes or portions of principal amount thereof in respect
of which such deposit was made, all subject, however, to the provisions of Section 1003; provided,
however, that any cash received from such principal or interest payments on such Eligible
Obligations, if not then needed for such purpose, shall, to the extent practicable and upon Company
Request and delivery to the Trustee of the documents referred to in subclause (y) of clause (c) in
Section 401, be invested pursuant to a Company Order in Eligible Obligations of the type described
in clause (b) in Section 401 maturing at such times and in such amounts as shall be sufficient,
together with any other moneys and the proceeds of any other Eligible Obligations then held by the
Trustee, to pay when due the principal of and premium, if any, and interest, if any, due and to
become due on such Senior Notes or portions thereof on and prior to the Maturity thereof, and
interest earned from such reinvestment shall be paid over to the Company as received; and provided,
further, that any moneys held in accordance with this Section on the Maturity of all such Senior
Notes in excess of the amount required to pay the principal of and premium, if any, and interest,
if any, then due on such Senior Notes shall be paid over to the Company.



ARTICLE FIVE




Remedies




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Section 501. Events of Default.




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



          (1) default in the payment of any interest upon any Senior Note of that series when it becomes
due and payable on an Interest Payment Date other than at Maturity and continuance of such default
for a period of thirty (30) days; or




          (2) default in the payment of the principal of, (or premium, if any) or interest on any Senior
Note of that series at its Maturity; or




          (3) default in the deposit of any sinking fund payment, when and as due by the terms of a
Senior Note of that series and continuance of such default for a period of three Business Days; or




          (4) default in the performance or breach of any covenant or warranty of the Company 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 one or more series of Senior Notes other than that series), and
continuance of such default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by
the Holders of at least 33% in principal amount of the Outstanding Senior Notes of that series, a
written notice specifying such default or breach and requiring it to be remedied and stating that
such notice is a “Notice of Default” hereunder; or




          (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one or
more Persons other than the Company seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the
Company or for any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 90 consecutive days; or




          (6) the commencement by the Company of a case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree
or order for relief in respect of the Company in a case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable federal or




25









 







state law, or the consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due; or




          (7) any other Event of Default provided with respect to Senior Notes of that series in the
supplemental indenture authorizing such series.




Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Senior Notes of any series at the time Outstanding
occurs and is continuing, then in every such case the



     Trustee or the Holders of not less than 33% in principal amount of the Outstanding Senior
Notes of that series may declare the principal amount (or such portion of the principal amount as
may be specified in the terms of that series) of all of the Senior Notes of that series to be due
and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified amount) shall become
immediately due and payable.



     At any time after such a declaration of acceleration with respect to Senior Notes 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 not less than a majority in
principal amount of the Outstanding Senior Notes of that series, by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if



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




               (A) all overdue interest on all Senior Notes of that series,



               (B) the principal of (and premium, if any) any Senior Notes of that series which have become
due otherwise than by such declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Senior Notes,



               (C) to the extent that payment of such interest is lawful, interest upon overdue interest at
the rate or rates prescribed therefor in such Senior Notes, and



               (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due to the Trustee under Section 607; and



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



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





26









 








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




     The Company covenants that if an Event of Default occurs under Section 501(1), (2) or (3) with
respect to any Senior Notes the Company will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Senior Notes, the whole amount then due and payable on such Senior
Notes for principal (and premium, if any) and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and
on any overdue interest, at the rate or rates prescribed therefor in such Senior Notes, and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 607.



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



     If an Event of Default with respect to Senior Notes of any series occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Senior Notes 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 504. Trustee May File Proofs of Claim.




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



          (1) to file and prove a claim for the whole amount of principal (and premium, if any) and
interest owing and unpaid in respect of the Senior Notes 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 to the Trustee under Section 607) and of the Holders of
Senior Notes allowed in such judicial proceeding, and




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





27









 







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




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



Section 505. Trustee May Enforce Claims Without Possession of Senior Notes.




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



Section 506. Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the Senior Notes, 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 607; and




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




     Third: The balance, if any, to the Company or any other Person or Persons entitled
thereto.



Section 507. Limitation on Suits.




     No Holder of any Senior Note 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:



28









 





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




          (2) the Holders of not less than 33% in principal amount of the Outstanding Senior Notes of
that series shall have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder;




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




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




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



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




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




     Notwithstanding any other provision in this Indenture, the Holder of any Senior Notes shall
have the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 305) interest on such Senior Note on the due dates
expressed in such Senior Note (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.



Section 509. Restoration of Rights and Remedies.




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



Section 510. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Senior Notes in the last paragraph of Section 304, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders of Senior Notes is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to the extent



29









 




permitted by law, be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.




Section 511. Delay or Omission Not Waiver.




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



Section 512. Control by Holders of Senior Notes.




     The Holders of not less than a majority in principal amount of the Outstanding Senior Notes 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 Senior Notes of such series, provided that



          (1) such direction shall not be in conflict with any rule of law or with this Indenture, and
could not involve the Trustee in personal liability in circumstances where reasonable indemnity
would not be adequate, and




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




Section 513. Waiver of Past Defaults.




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



          (1) in the payment of the principal of (or premium, if any) or interest on any Senior Note of
such series, or




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




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



30









 





Section 514. Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Senior Note 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 Senior Notes of any series, or to any suit instituted by any Holder of any Senior Note
for the enforcement of the payment of the principal of (or premium, if any) or interest on any
Senior Note on or after the Stated Maturity or Maturities expressed in such Senior Note (or, in the
case of redemption, on or after the Redemption Date).



Section 515. Waiver of Stay or Extension Laws.




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



ARTICLE SIX




The Trustee




Section 601. Certain Duties and Responsibilities.




     (a) Except during the continuance of an Event of Default with respect to Senior Notes of any
series,



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




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





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



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



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




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




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




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




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



Section 602. Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder with respect to the Senior Notes
of any series about which the Trustee shall have knowledge as set forth in Section 603(h) hereof,
the Trustee shall transmit by mail to all Holders of Senior Notes of such series entitled to
receive reports pursuant to Section 313(c) of the Trust Indenture Act, notice of all defaults
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 (or premium, if
any) or interest on any Senior Note of such series or in the payment of any sinking fund
installment with respect to Senior Notes of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Senior Notes of such series;
and provided, further, that in the case of any default of the character specified in Section 501(4)
with



32









 




respect to Senior Notes of such series, no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Senior Notes of such series.




Section 603. Certain Rights of Trustee.




     Subject to the provisions of Section 601:



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




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




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




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




          (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders of Senior Notes of any
series 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;




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




          (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents 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; and




33









 








          (h) the Trustee shall not be charged with knowledge of any Event of Default with respect to
the Senior Notes of any series for which it is acting as Trustee unless either (1) a Responsible
Officer of the Trustee assigned to the Corporate Trust Office (or any successor division or department of the Trustee) shall have actual knowledge
of the Event of Default or (2) written notice of such Event of Default shall have been given to the
Trustee by the Company, any other obligor on such Senior Notes or by any Holder of such Senior
Notes.




Section 604. Not Responsible for Recitals or Issuance of Senior Notes.




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



Section 605. May Hold Senior Notes.




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



Section 606. Money Held in Trust.




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



Section 607. Compensation and Reimbursement.




     The Company agrees



          (1) 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), as more fully set forth in a letter agreement
between the Company and the Trustee;




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




34









 








          (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence, willful misconduct or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.




     As security for the performance of the obligations of the Company under this Section the
Trustee shall have a lien prior to the Senior Notes 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, if any, on any Senior Notes in accordance with the provisions of this Indenture.



Section 608. Disqualification; Conflicting Interests.




     If the Trustee has or shall acquire any conflicting interest, within the meaning of the Trust
Indenture Act, it shall, within 90 days after ascertaining that it has such conflicting interest,
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.



Section 609. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by federal or state
authority and qualified and eligible under this Article and otherwise permitted by the Trust
Indenture Act to act as Trustee under an Indenture qualified under the Trust Indenture Act. If
such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital surplus
as set forth in its most recent report of condition so published. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.



Section 610. Resignation and Removal; Appointment of Successor.




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



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



35









 





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



     (d) If at any time:



          (1) the Trustee shall fail to comply with Section 608 after written request therefor by the
Company or by any Holder of a Senior Note who has been a Holder of a Senior Note for at least six
months, or




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




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




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




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Senior Notes of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Senior Notes of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Senior Notes of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the Senior Notes of any
particular series) and shall comply with the applicable requirements of Section 611. If, within
one year after such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Senior Notes of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Senior Notes of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Senior Notes of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Senior Notes of any series shall have been so appointed by the Company or the Holders of Senior
Notes and accepted appointment in the manner required by Section 611, any Holder of a Senior Note
who has been a bona fide Holder of a Senior Note of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Senior Notes of such series.



     (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Senior Notes of any series and each appointment of a successor



36









 







Trustee with respect
to the Senior Notes of any series by mailing written notice of such event by first-class mail,
postage prepaid, to all Holders of such series of Senior Notes as their names and addresses appear
in the Security Register.



Section 611. Acceptance of Appointment by Successor.




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



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Senior
Notes of one or more (but not all) series, the Company, the retiring Trustee and each successor
Trustee with respect to the Senior Notes of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights (other than such rights in Section 607
hereof relating to indemnities arising prior to the effective date of appointment of a successor
Trustee), powers, trusts and duties of the retiring Trustee with respect to the Senior Notes of
that or those series to which the appointment of such successor Trustee relates, (2) if the
retiring Trustee is not retiring with respect to all Senior Notes, 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 Senior Notes of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the
execution and delivery of such supplemental indenture the resignation or removal of the retiring
Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Senior Notes 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 Senior
Notes of that or those series to which the appointment of such successor Trustee relates.



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



37









 





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



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




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Senior Notes 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 Senior Notes so authenticated with the same effect as if
such successor Trustee had itself authenticated such Senior Notes.



Section 613. 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 Senior Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor). For purposes
of Section 311(b)(4) and (6) of the Trust Indenture Act:



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



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



Section 614. Appointment of Authenticating Agent.




     At any time when any of the Senior Notes remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Senior Notes that shall be
authorized to act on behalf of the Trustee to authenticate Senior Notes of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to Section 304, and
Senior Notes so authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever



38









 







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



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



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



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



     The provisions of Sections 306, 604 and 605 shall be applicable to each Authenticating Agent.



39









 





     If an appointment with respect to one or more series is made pursuant to this Section, the
Senior Notes 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 Senior Notes of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	 	 
	 	  	
 	 
	 	 	As Trustee 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



ARTICLE SEVEN




Holders’ Lists and Reports by Trustee and Company




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





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



          (a) semi-annually, not later than June 1 and December 1, in each year, a list, in such form as
the Trustee may reasonably require, containing all the information in the possession or control of
the Company, or any of its Paying Agents other than the Trustee, as to the names and addresses of
the Holders of Senior Notes as of the preceding May 15 or November 15, as the case may be, and




          (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of the most
recent Regular Record Date;



excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.




Section 702. Preservation of Information; Communications to Holders.




     (a) The Trustee shall comply with the obligations imposed on it pursuant to Section 312 of the
Trust Indenture Act.



     (b) Every Holder of Senior Notes, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be
held accountable by reason of the disclosure of any such information as to the names and addresses
of the Holders of Senior Notes in accordance with Section 312(b) of the Trust Indenture Act,
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 312(b)
of the Trust Indenture Act.



40









 





Section 703. Reports by Trustee.




     (a) Within 60 days after May 15 of each year commencing with the first May 15 after the first
issuance of Senior Notes pursuant to this Indenture, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit a brief report dated as of such May 15 with respect to
any of the events specified in such Section 313(a) that may have occurred since the later of the
immediately preceding May 15 and the date of this Indenture.



     (b) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture
Act at the times specified therein.



     (c) Reports pursuant to this Section shall be transmitted in the manner and to the Persons
required by Sections 313(c) and (d) of the Trust Indenture Act.



Section 704. Reports by Company.




     The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:



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




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




          (3) transmit, within 30 days after the filing thereof with the Trustee, to the Holders of
Senior Notes, in the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, such summaries of any information, documents and reports required to be filed by the Company
pursuant to paragraphs (1) and (2) of this Section 704 as may be required by rules and regulations
prescribed from time to time by the Commission; and




          (4) notify the Trustee when and as the Senior Notes of any series become admitted to trading
on any national securities exchange.





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ARTICLE EIGHT




Consolidation, Merger, Conveyance, Transfer or Lease




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




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



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




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




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




     Notwithstanding the foregoing, the Company may merge or consolidate with or transfer all or
substantially all of its assets to an Affiliate that has no significant assets or liabilities and
was formed solely for the purpose of changing the jurisdiction of organization of the Company or
the form of organization of the Company; provided that the amount of indebtedness of the Company is
not increased thereby; and provided, further that the successor assumes all obligations of the
Company under this Indenture.



Section 802. Successor Corporation Substituted.




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



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ARTICLE NINE




Supplemental Indentures




Section 901. Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders of Senior Notes, the Company and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:



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




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




          (3) to add any additional Events of Default; or




          (4) to add to or change any of the provisions of this Indenture or to change or eliminate any
restrictions on the payment of principal (or premium, if any) on Senior Notes, provided any such
action shall not adversely affect the interests of the Holders of Senior Notes of any series in any
material respect; or




          (5) to change or eliminate any of the provisions of this Indenture with respect to any series
of Senior Notes theretofore unissued; or




          (6) to secure the Senior Notes; or




          (7) to establish the form or terms of Senior Notes of any series as permitted by Sections 201
and 301; or




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




          (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the discharge of any series of Senior Notes pursuant to Section 401;
provided that any such action shall not adversely affect the interests of the Holders of Senior
Notes of such series in any material respect; or




          (10) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make provisions with respect to



43









 






matters or
questions arising under this Indenture, provided such action shall not adversely affect the
interests of the Holders of Senior Notes of any series in any material respect; or




          (11) to comply with the rules or regulations of any securities exchange or automated quotation
system on which any of the Senior Notes may be listed or traded; or




          (12) to modify, eliminate or add to the provisions of this Indenture to such extent as shall
be necessary to effect the qualification of this Indenture under the Trust Indenture Act or under
any similar federal statute hereafter enacted, and to add to this Indenture such other provisions
as may be expressly required by the Trust Indenture Act.




Section 902. Supplemental Indentures With Consent of Holders.




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



          (1) change the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Senior Note, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or change the method of calculating the
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, on or after the
Redemption Date), or




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




          (3) modify any of the provisions of this Section 902, Section 513 or Section 1006, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Senior Note affected
thereby, provided, however, that this clause shall not be deemed to require
the consent of any Holder of a Senior Note with respect to changes in the references to “the
Trustee” and concomitant changes in this Section and Section 1006, or the deletion of this proviso,
in accordance with the requirements of Sections 611(b) and 901(8).




Section 903. General Provisions Regarding Supplemental Indenture.




     (a) 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



44









 




more particular
series of Senior Notes, or which modifies the rights of the Holders of Senior Notes 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 Senior Notes of any other series.




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



Section 904. Execution of Supplemental Indentures.




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



Section 905. 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 Senior Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.



Section 906. Conformity With Trust Indenture Act.




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



Section 907. Reference in Senior Notes to Supplemental Indentures.




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



ARTICLE TEN




Covenants




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Section 1001. Payment of Principal and Interest.




     The Company covenants and agrees for the benefit of each series of Senior Notes that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Senior Notes of
that series in accordance with the terms of the Senior Notes and this Indenture.



Section 1002. Maintenance of Office or Agency.




     The Company or its Affiliate will maintain an office or agency where Senior Notes of each
series may be presented or surrendered for payment, where Senior Notes 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 Senior Notes of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and 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 Senior Notes or shall fail to furnish the
Trustee with the address thereof, such presentations and surrenders of Senior Notes of that series
may be made and notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and 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 Senior Notes of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations. 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.



Section 1003. Money for Senior Notes Payments to be Held in Trust.




     If the Company or one of its Affiliates shall at any time act as its own Paying Agent with
respect to any series of Senior Notes, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Senior Notes of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as 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 Senior Notes, it
will, prior to each due date of the principal of (and premium, if any) or interest on any Senior
Notes of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.



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



46









 





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




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




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




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



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on any Senior Note of
any series and remaining unclaimed for two years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such Senior Note 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 a newspaper of general circulation in New York City notice
that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.



Section 1004. Corporate Existence.




     Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep its corporate existence in full force and effect.



Section 1005. Statement as to Compliance.




     (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal
year, a written statement, which need not comply with Section 102, signed by the principal
executive officer, the principal financial officer or the principal accounting officer of the
Company, as to his or her knowledge of the Company’s compliance with all conditions and covenants
under this Indenture. For purposes of this Section 1005, such compliance shall be determined
without regard to any period of grace or requirement of notice under this Indenture.



47









 





     (b) The Company shall deliver to the Trustee, within five days after the occurrence thereof,
written notice of any event which after notice or lapse of time or both would become an Event of
Default pursuant to Section 501.



Section 1006. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 1004 with respect to the Senior Notes of any series if before the
time for such compliance the Holders of at least a majority in principal amount of the Outstanding
Senior Notes of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



Section 1007. Limitation on Liens.




     (a) Except as otherwise specified as contemplated by Section 301 for Securities of any series,
so long as any Securities of any series are Outstanding, the Company will not pledge, mortgage,
hypothecate or grant a security interest in, or permit any mortgage, pledge, security interest or
other lien upon, any common stock of any Significant Subsidiary (hereinafter defined) which common
stock is now or hereafter directly owned by the Company, to secure any Indebtedness (hereinafter
defined) without concurrently making effective provision whereby the Outstanding Securities shall
(so long as such other Indebtedness shall be so secured) be equally and ratably secured with any
and all such other Indebtedness and any other Indebtedness similarly entitled to be equally and
ratably secured; provided, however, that this restriction shall not apply to nor prevent the
creation or existence of:



          (1) any mortgage, pledge, security interest, lien or encumbrance upon any such capital stock
created at the time of the acquisition of such capital stock by the Company, or
within 270 days after such time, to secure all or a portion of the purchase price for such
capital stock;




          (2) any mortgage, pledge, security interest, lien or encumbrance upon any such capital stock
existing thereon at the time of the acquisition thereof by the Company (whether or not the
obligations secured thereby are assumed by the Company and whether or not such mortgage, pledge,
security interest, lien or encumbrance was created in contemplation of such acquisition);




          (3) any extension, renewal or replacement of any mortgage, pledge, security interest, lien or
encumbrance permitted by Subsection (1) or (2) above, or of any Indebtedness secured thereby;
provided that the principal amount of Indebtedness so secured immediately following the time of
such extension, renewal or replacement shall not exceed the principal amount of Indebtedness so
secured immediately preceding the time of such extension, renewal or replacement, and that such
extension, renewal or replacement mortgage, pledge, security interest, lien or encumbrance shall be
limited to no more than the same proportion of all shares of capital



48









 






stock as were covered by the
mortgage, pledge, security interest, lien or encumbrance that was extended, renewed or replaced; or




          (4) any judgment, levy, execution, attachment or other similar lien arising in connection with
court proceedings, provided that either




          (i) the execution or enforcement of each such lien is effectively stayed within 60 days after
entry of the corresponding judgment (or the corresponding judgment has been discharged within such
60-day period) and the claims secured thereby are being contested in good faith by appropriate
proceedings timely commenced and diligently prosecuted;




          (ii) the payment of each such lien is covered in full by insurance and the insurance company
has not denied or contested coverage thereof; or




          (iii) so long as each such lien is adequately bonded, any appropriate legal proceedings that
may have been duly initiated for the review of the corresponding judgment, decree or order shall
not have been fully terminated or the periods within which such proceedings may be initiated shall
not have expired.




     In case the Company shall propose to pledge, mortgage, hypothecate or grant a security
interest in any common stock of any Significant Subsidiary to secure any Indebtedness, other than
as permitted by Subsections (a)(1) to (a)(3), inclusive, of this Section 1007, the Company will
prior thereto give written notice thereof to the Trustee, and the Company will prior to or
simultaneously with such pledge, mortgage, hypothecation or grant of security interest, by
supplemental indenture executed to the Trustee (or to the extent legally necessary to another
trustee or an additional or separate trustee), in form satisfactory to the Trustee, effectively
secure (for so long as such other Indebtedness shall be so secured) all the Outstanding Securities
equally and ratably with such Indebtedness and with any other indebtedness for money borrowed
similarly entitled to be equally and ratably secured.



     (b) Except as otherwise specified as contemplated by Section 301 for Securities of any series,
the provisions of Subsection (a) of this Section 1007 shall not apply to the extent that
the Company creates any Restricted Liens to secure Indebtedness that, together with all other
Indebtedness secured by Restricted Liens, does not at the time exceed 10% of Consolidated Net
Tangible Assets, as determined by the Company as of a month end not more than 90 days prior to the
closing or consummation of the proposed transaction.



     (c) For purposes of this Section 1007:



          (1) The term “Consolidated Net Tangible Assets” means the total amount of the Company’s assets
determined on a consolidated basis in accordance with generally accepted accounting principles as
of a date determined pursuant to Section 1007(b), less (a) the sum of the Company’s consolidated
current liabilities determined in accordance with generally accepted accounting principles, and (b)
the amount of the Company’s consolidated assets classified as intangible assets, determined in
accordance with generally accepted accounting principles, including, but not limited to, such items
as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense and
regulatory assets carried as an asset on the Company’s consolidated balance sheet.




49









 








          (2) The term “Indebtedness” means any debt of the Company for money borrowed and guarantees by
the Company for money borrowed but in each case excluding liabilities in respect of (a) a capital
lease that would at that time be required to be capitalized on a balance sheet in accordance with
generally accepted accounting principles, and (b) any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or pricing risk or value
or any similar transaction or any combination of these transactions.




          (3) The term “Restricted Liens” means any mortgage, pledge, security interest, lien or
encumbrance upon any common stock of any Significant Subsidiary, which common stock is now or
hereafter directly owned by the Company, to secure any Indebtedness, other than any mortgage,
pledge, security interest, lien or encumbrance described in (a)(1) through (a)(4) above.




          (4) The term “Significant Subsidiary” means any Subsidiary that is also a “significant
subsidiary” pursuant to Regulation S-X promulgated by the Commission.




          (5) The term “Subsidiary” of the Company means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued
and outstanding capital stock having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether at the time capital stock of any other class
or classes of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital or profits of such limited liability company,
partnership or joint venture or (c) the beneficial interest in such trust or estate, is at the time
directly owned or controlled by the Company.




ARTICLE ELEVEN




Redemption of Senior Notes




Section 1101. Applicability of Article.




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



Section 1102. Election to Redeem; Notice to Trustee.




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



50









 





Section 1103. Selection by Trustee of Senior Notes to be Redeemed.




     If the Senior Notes are registered in the name of only one Holder, any partial redemptions
shall be pro rata. If the Senior Notes are held in definitive form by more than one Holder and if
less than all the Senior Notes of any series are to be redeemed, the particular Senior Notes to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Senior Notes of such series not previously called for redemption, by lot or other
such method as the Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for Senior Notes of that
series or any integral multiple thereof) of the principal amount of Senior Notes of such series of
a denomination larger than the minimum authorized denomination for Senior Notes of that series.



     The Trustee shall promptly notify the Company in writing of the Senior Notes selected for
redemption and, in the case of any Senior Notes 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 Senior Notes shall relate, in the case of any Senior Notes redeemed
or to be redeemed only in part, to the portion of the principal amount of such Senior Notes which
has been or is to be redeemed.



Section 1104. Notice of Redemption.




     Unless otherwise indicated in the supplemental indenture relating to any series of Senior
Notes, notice of redemption shall be given in the manner provided in Section 106 to the Holders of
Senior Notes to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



     All notices of redemption shall state:



          (1) the Redemption Date,




          (2) the Redemption Price,



          (3) the
CUSIP number of the Senior Notes being redeemed;



          (4) if less than all the Outstanding Senior Notes of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the particular
Senior Notes to be redeemed,




          (5) that on the Redemption Date the Redemption Price will become due and payable upon each
such Senior Note to be redeemed and, if applicable, that interest thereon will cease to accrue on
and after said date,




          (6) the place or places where such Senior Notes are to be surrendered for payment of the
Redemption Price, and




51









 








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




     Unless otherwise specified with respect to any series of Senior Notes, in accordance with
Section 301, with respect to any redemption of Senior Notes at the election of the Company or any
redemption which is contingent on the occurrence or nonoccurrence of an event or condition which
cannot be ascertained prior to the time a redemption notice is required to be given hereunder, such
notice may state that such redemption shall be conditional upon receipt by the Trustee or the
Paying Agent or Agents for such Senior Notes, on or prior to the date fixed for such redemption, of
money sufficient to pay the Redemption Price of such Senior Notes and accrued interest, if any,
thereon to the Redemption Date (or direction from the Company to apply such money for the payment
of such Senior Notes, if such money shall have been deposited with the Trustee or Paying Agent or
Agents upon the condition that the Trustee or Paying Agent or Agents will apply such money only at
the direction of the Company) and that if such money shall not have been so received (or if such
money shall have been received but the Trustee or the Paying Agent or Agents have been directed by
the Company not to apply such money to redeem such Senior Notes) such notice shall be of no force
or effect and the Company shall not be required to redeem such Senior Notes; provided, however,
that conditional notice shall not be given if upon the giving of notice, such Senior Notes shall be
deemed to have been paid in accordance with Section 401. In the event that such notice of
redemption contains such a condition and such money is not so received, or the Trustee or Paying
Agent or Agents have been directed by the Company not to apply such money to the redemption of such
Senior Notes, the redemption shall not be made, and within a reasonable time thereafter notice
shall be given, in the manner in which the notice of redemption was given, that such money was not
so received or that the Trustee or Paying Agent or Agents have been directed by the Company not to
redeem such Senior Notes and such redemption was not required to be made, and the Trustee or Paying
Agent or Agents for the Senior Notes otherwise to have been redeemed shall promptly return to the
Holders thereof any of such Senior Notes which had been surrendered for payment upon such
redemption.



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



Section 1105. Deposit of Redemption Price.




     Except as otherwise provided in a supplemental indenture pursuant to Section 301, prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company or its Affiliate is acting as its own Paying Agent, segregate and hold in trust as provided
in Section 1003) an amount of money sufficient to pay the Redemption Price of and accrued interest,
if any, on all the Senior Notes which are to be redeemed on that date.



Section 1106. Senior Notes Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Senior Notes so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein



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specified together
with any accrued interest thereon, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Senior Notes shall cease to bear
interest. Upon surrender of any such Senior Note for redemption in accordance with such notice,
such Senior Note shall be paid by the Company at the Redemption Price, together with accrued
interest, if any, to the Redemption Date; provided, however, that, except as otherwise provided in
a supplemental indenture pursuant to Section 301, installments of interest on Senior Notes whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such
Senior Notes, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of Section 305.




     If any Senior Note called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Senior Note.



Section 1107. Senior Notes Redeemed in Part.




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



ARTICLE TWELVE




Sinking Funds




Section 1201. Applicability of Article.




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



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



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Section 1202. Satisfaction of Sinking Fund Payments With Senior Notes.




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



Section 1203. Redemption of Senior Notes for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Senior Notes,
the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
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 Senior Notes of that series pursuant to Section
1202 and stating the basis for such credit and that such Senior Notes have not previously been
so credited and will also deliver to the Trustee any Senior Notes to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select the Senior Notes
to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the redemption of such
Senior Notes shall be made upon the terms and in the manner stated in Sections 1106 and 1107.



ARTICLE THIRTEEN




Miscellaneous Provisions




Section 1301. No Recourse Against Others.




     An incorporator or any past, present or future director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the Company under the
Senior Notes or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Senior Note, each Holder shall waive and release all
such liability. Such waiver and release shall be part of the consideration for the issue of the
Senior Notes.



Section 1302. Assignment; Binding Effect.




     The Company shall have the right at all times to assign any of its rights or obligations under
this Indenture to a direct or indirect wholly-owned subsidiary of the Company, provided that, in
the event of any such assignment, the Company shall remain primarily liable for the



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performance of
all such obligations. This Indenture may also be assigned by the Company in connection with a
transaction described in Article Eight. This Indenture shall be binding upon and inure to the
benefit of the Company, the Trustee, the Holders, any Security Registrar, Paying Agent, and
Authenticating Agent and their respective successors and assigns.




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



Section 1303. USA PATRIOT Act.




     The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism
and money laundering, is required to obtain, verify, and record information that identifies each
person or legal entity that establishes a relationship or opens an account. The Company agrees
that it will provide the Trustee with information about the Company as the
Trustee may reasonably request in order for the Trustee to satisfy the requirements of the USA
PATRIOT Act.



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



	 	 	 	 	 
	 	PG&E CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: