Ex-4.1 Indenture



 





Exhibit 4.1




BROWN-FORMAN CORPORATION




and




U.S. BANK NATIONAL ASSOCIATION, as Trustee




INDENTURE




Dated
as of April 2, 2007




Providing for the Issuance of Debt Securities




 









 






CROSS-REFERENCE TABLE*




	 	 	 	 	 
	Trust Indenture	 	 	 
	Act Section	 	Indenture Section	 
	310(a)(1)
	 	 	6.09	 
	(a)(2)
	 	 	6.09	 
	(a)(3)
	 	 	N.A.	 
	(a)(4)
	 	 	N.A.	 
	(a)(5)
	 	 	6.08	 
	(b)
	 	 	6.08	 
	(c)
	 	 	N.A.	 
	311(a)
	 	 	6.13	 
	(b)
	 	 	6.13	 
	(c)
	 	 	N.A.	 
	312(a)
	 	 	7.01	 
	(b)
	 	 	7.02	 
	(c)
	 	 	7.02	 
	313(a)
	 	 	7.03	 
	(b)(2)
	 	 	7.03	 
	(c)
	 	 	7.03	 
	(d)
	 	 	7.03	 
	314(a)
	 	 	7.04; 1.02	 
	(c)(1)
	 	 	1.02	 
	(c)(2)
	 	 	1.02	 
	(c)(3)
	 	 	N.A.	 
	(e)
	 	 	1.02	 
	(f)
	 	 	N.A.	 
	315(a)
	 	 	6.01	 
	(b)
	 	 	6.02; 1.06	 
	(c)
	 	 	6.01	 
	(d)
	 	 	6.01	 
	(e)
	 	 	5.14	 
	316(a)(last sentence)
	 	 	1.01	 
	(a)(1)(A)
	 	 	5.12	 
	(a)(1)(B)
	 	 	5.02	 
	(a)(2)
	 	 	N.A.	 
	(b)
	 	 	5.08	 
	(c)
	 	 	3.07	 
	317(a)(1)
	 	 	5.03	 
	(a)(2)
	 	 	5.04	 
	(b)
	 	 	4.06	 
	318(a)
	 	 	1.07	 
	(b)
	 	 	N.A.	 
	(c)
	 	 	1.07	 






N.A. means not applicable.




* This Cross Reference Table is not part of the Indenture.















 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I

	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	Section 1.01	 	Definitions
	 	 	1	 
	Section 1.02	 	Officers’ Certificates and Opinions
	 	 	8	 
	Section 1.03	 	Form of Documents Delivered to Trustee
	 	 	8	 
	Section 1.04	 	Acts of Securityholders
	 	 	9	 
	Section 1.05	 	Notices, etc., to Trustee and Company
	 	 	10	 
	Section 1.06	 	Notice To Securityholders; Waiver
	 	 	10	 
	Section 1.07	 	Conflict with Trust Indenture Act
	 	 	11	 
	Section 1.08	 	Effect of Headings and Table of Contents
	 	 	11	 
	Section 1.09	 	Successors and Assigns
	 	 	11	 
	Section 1.10	 	Separability Clause
	 	 	11	 
	Section 1.11	 	Benefits Of Indenture
	 	 	11	 
	Section 1.12	 	Governing Law
	 	 	11	 
	Section 1.13	 	Counterparts
	 	 	11	 
	Section 1.14	 	Judgment Currency
	 	 	11	 
	Section 1.15	 	Legal Holidays
	 	 	12	 
	ARTICLE II

	SECURITY FORMS

	Section 2.01	 	Forms Generally
	 	 	12	 
	Section 2.02	 	Forms of Securities
	 	 	12	 
	Section 2.03	 	Securities in Global Form
	 	 	13	 
	Section 2.04	 	Form of Trustee’s Certificate of Authentication
	 	 	13	 
	ARTICLE III

	THE SECURITIES

	Section 3.01	 	General Title; General Limitations; Issuable in Series;
Terms of Particular Series
	 	 	13	 
	Section 3.02	 	Denominations and Currency
	 	 	17	 
	Section 3.03	 	Execution, Authentication and Delivery, and Dating
	 	 	17	 
	Section 3.04	 	Temporary Securities
	 	 	19	 
	Section 3.05	 	Registration, Transfer and Exchange
	 	 	19	 
	Section 3.06	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	22	 
	Section 3.07	 	Payment of Interest; Interest Rights Preserved
	 	 	22	 
	Section 3.08	 	Persons Deemed Owners
	 	 	24	 
	Section 3.09	 	Cancellation
	 	 	24	 
	Section 3.10	 	Computation of Interest
	 	 	24	 
	ARTICLE IV

	SATISFACTION AND DISCHARGE

	Section 4.01	 	Satisfaction and Discharge of Indenture
	 	 	24	 
	Section 4.02	 	Discharge and Defeasance
	 	 	26	 
	Section 4.03	 	Covenant Defeasance
	 	 	26	 
	Section 4.04	 	Conditions To Defeasance Or Covenant Defeasance
	 	 	27	 
	Section 4.05	 	Application of Trust Money; Excess Funds
	 	 	28	 
	Section 4.06	 	Paying Agent to Repay Moneys Held
	 	 	29	 






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	Section 4.07	 	Return of Unclaimed Amounts
	 	 	29	 
	ARTICLE V

	REMEDIES

	Section 5.01	 	Events of Default
	 	 	30	 
	Section 5.02	 	Acceleration of Maturity; Rescission, and Annulment
	 	 	31	 
	Section 5.03	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	32	 
	Section 5.04	 	Trustee May File Proofs of Claim
	 	 	33	 
	Section 5.05	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	34	 
	Section 5.06	 	Application of Money Collected
	 	 	34	 
	Section 5.07	 	Limitation on Suits
	 	 	34	 
	Section 5.08	 	Unconditional Right of Securityholders to Receive Principal, Premium, and Interest
	 	 	35	 
	Section 5.09	 	Restoration of Rights and Remedies
	 	 	35	 
	Section 5.10	 	Rights and Remedies Cumulative
	 	 	35	 
	Section 5.11	 	Delay or Omission Not Waiver
	 	 	35	 
	Section 5.12	 	Control by Securityholders
	 	 	35	 
	Section 5.13	 	Waiver of Past Defaults
	 	 	36	 
	Section 5.14	 	Undertaking for Costs
	 	 	36	 
	Section 5.15	 	Waiver of Stay or Extension Laws
	 	 	36	 
	ARTICLE VI

	THE TRUSTEE

	Section 6.01	 	Certain Duties and Responsibilities of Trustee
	 	 	37	 
	Section 6.02	 	Notice of Defaults
	 	 	38	 
	Section 6.03	 	Certain Rights of Trustee
	 	 	38	 
	Section 6.04	 	Not Responsible for Recitals or Issuance of Securities
	 	 	39	 
	Section 6.05	 	May Hold Securities
	 	 	39	 
	Section 6.06	 	Money Held in Trust
	 	 	39	 
	Section 6.07	 	Compensation and Reimbursement
	 	 	39	 
	Section 6.08	 	Disqualification; Conflicting Interests
	 	 	40	 
	Section 6.09	 	Corporate Trustee Required; Eligibility
	 	 	40	 
	Section 6.10	 	Resignation and Removal; Appointment of Successor
	 	 	41	 
	Section 6.11	 	Acceptance of Appointment by Successor
	 	 	42	 
	Section 6.12	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	43	 
	Section 6.13	 	Preferential Collection of Claims Against Company
	 	 	43	 
	Section 6.14	 	Appointment of Authenticating Agent
	 	 	43	 
	ARTICLE VII

	SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	Section 7.01	 	Company to Furnish Trustee Names and Addresses of Securityholders
	 	 	45	 
	Section 7.02	 	Preservation of Information; Communications to Securityholders
	 	 	45	 
	Section 7.03	 	Reports by Trustee
	 	 	46	 
	Section 7.04	 	Reports by Company
	 	 	46	 
	ARTICLE VIII

	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

	Section 8.01	 	Company May Consolidate, etc., Only on Certain Terms
	 	 	47	 
	Section 8.02	 	Successor Corporation Substituted
	 	 	47	 






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	ARTICLE IX

	SUPPLEMENTAL INDENTURES

	Section 9.01	 	Supplemental Indentures Without Consent of Securityholders
	 	 	48	 
	Section 9.02	 	Supplemental Indentures With Consent of Securityholders
	 	 	49	 
	Section 9.03	 	Execution of Supplemental Indentures
	 	 	50	 
	Section 9.04	 	Effect of Supplemental Indentures
	 	 	50	 
	Section 9.05	 	Conformity With Trust Indenture Act
	 	 	51	 
	Section 9.06	 	Reference in Securities to Supplemental Indentures
	 	 	51	 
	ARTICLE X

	COVENANTS

	Section 10.01	 	Payment of Principal, Premium and Interest
	 	 	51	 
	Section 10.02	 	Maintenance of Office or Agency
	 	 	51	 
	Section 10.03	 	Money or Security Payments to Be Held in Trust
	 	 	51	 
	Section 10.04	 	Certificate to Trustee
	 	 	52	 
	Section 10.05	 	Corporate Existence
	 	 	52	 
	Section 10.06	 	Limitation on Liens; Limitation on Sale and Leaseback Transactions
	 	 	52	 
	Section 10.07	 	Waiver of Certain Covenants
	 	 	55	 
	ARTICLE XI

	REDEMPTION OF SECURITIES

	Section 11.01	 	Applicability of Article
	 	 	55	 
	Section 11.02	 	Election to Redeem; Notice to Trustee
	 	 	56	 
	Section 11.03	 	Selection by Trustee of Securities to be Redeemed
	 	 	56	 
	Section 11.04	 	Notice of Redemption
	 	 	56	 
	Section 11.05	 	Deposit of Redemption Price
	 	 	57	 
	Section 11.06	 	Securities Payable on Redemption Date
	 	 	57	 
	Section 11.07	 	Securities Redeemed in Part
	 	 	57	 
	Section 11.08	 	Provisions with Respect to any Sinking Funds
	 	 	58	 
	ARTICLE XII

	REPAYMENT AT OPTION OF HOLDERS

	Section 12.01	 	Applicability of Article
	 	 	59	 
	Section 12.02	 	Repayment of Securities
	 	 	59	 
	Section 12.03	 	Exercise of Option
	 	 	59	 
	Section 12.04	 	When Securities Presented for Repayment Become Due and Payable
	 	 	60	 
	Section 12.05	 	Securities Repaid in Part
	 	 	60	 
	ARTICLE XIII

	SUBORDINATION OF SUBORDINATED SECURITIES

	Section 13.01	 	Agreement To Subordinate
	 	 	60	 
	Section 13.02	 	Payment On Dissolution, Liquidation Or Reorganization; Default On Senior Indebtedness
	 	 	60	 
	Section 13.03	 	Payment Prior To Dissolution Or Default
	 	 	63	 
	Section 13.04	 	Securityholders Authorize Trustee To Effectuate Subordination of Securities
	 	 	63	 
	Section 13.05	 	Right Of Trustee To Hold Senior Indebtedness
	 	 	63	 
	Section 13.06	 	Article 13 Not To Prevent Events Of Default
	 	 	63	 
	Section 13.07	 	No Fiduciary Duty Of Trustee To Holders Of Senior Indebtedness
	 	 	64	 






iii









 





Exhibit A            Form of Note




iv









 





     THIS INDENTURE, between Brown-Forman Corporation, a Delaware corporation (hereinafter called
the “Company”) having its principal office at 850 Dixie Highway, Louisville, Kentucky 40210, and
U.S. Bank National Association, a national banking association, as trustee (hereinafter called the
“Trustee”), is made and entered into as of this
2nd day of April, 2007.



     Recitals of the Company



     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of its unsecured debentures, notes, bonds, and other evidences of indebtedness, to be
issued in one or more fully registered series.



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



     Agreements of the Parties



     To set forth or to provide for the establishment of the terms and conditions upon which the
Securities (as hereinafter defined) are and are to be authenticated, issued, and delivered, and in
consideration of the premises thereof, and the purchase of Securities by the Holders (as
hereinafter defined) thereof, it is mutually covenanted and agreed as follows, for the equal and
proportionate benefit of all Holders from time to time of the Securities or of any series thereof,
as the case may be:



ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 1.01 Definitions. For all purposes of this Indenture and of any indenture
supplemental hereto, except as otherwise expressly provided or unless the context otherwise
requires:



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



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



     (c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles 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



     (d) all references in this instrument to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as
originally executed. The words “herein”, “hereof”, and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section, or other
subdivision.



 









 





     “Act”, when used with respect to any Securityholder (as hereinafter defined), has the meaning
specified in Section 1.04.



     “Affiliate” of any specified Person (as hereinafter defined) 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.



     “Attributable Debt” means, with respect to any Sale and Lease-Back Transaction, as of any
particular time, the present value discounted at the rate of interest implicit in the terms of the
lease (as determined in good faith by the Company) of the obligations of the lessee under such
lease for net rental payments during the remaining term of the lease (including any period for
which such lease has been extended or may, at the option of the Company, be extended).



     “Authenticating Agent” means any Person authorized by the Trustee to authenticate Securities
of one or more series under Section 6.14.



     “Authentication Order” has the meaning specified in Section 3.03.



     “Board of Directors” means (i) the board of directors of the Company, (ii) any duly authorized
committee of that board, or (iii) any officer, director, or authorized representative of the
Company, in each case duly authorized by such Board to act hereunder.



     “Board Resolution” means a copy of a resolution certified by the secretary or an assistant
secretary of the Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.



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



     “Company” means Brown-Forman Corporation, unless and until a successor corporation shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall
mean such successor corporation.



     “Company Request”, “Company Order”, and “Company Consent” mean, respectively, a written
request, order, or consent signed in the name of the Company by the chairman of the Board of
Directors, the chief financial officer, the treasurer, the controller, or by any other officer or
officers of the Company pursuant to an applicable Board Resolution, and delivered to the Trustee.



     “Consolidated Net Assets” means the aggregate amount of assets (less applicable reserves and
other properly deductible items) after deducting therefrom all current liabilities (excluding any
portion thereof constituting Funded Debt by reason of being renewable or



2









 







extendable), all as set forth on the balance sheet for the most-recently ended fiscal quarter
of the Person for which such determination is being made and computed in accordance with generally
accepted accounting principles.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date hereof is
located at One Financial Square, Louisville, Kentucky 40202.



     “Corporation” means a corporation, association, company, joint-stock company, limited
liability company or business trust.



     “Covenant Defeasance” has the meaning specified in Section 4.03.



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



     “Defeasance” has the meaning specified in Section 4.02.



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



     “Equivalent Government Securities” means, in relation to Securities denominated in a currency
other than U.S. dollars, securities of the government that issued the currency in which such
Securities are denominated or securities of government agencies backed by the full faith and credit
of such government.



     “Event of Default” has the meaning specified in Article 5.



     “Funded Debt” means all Indebtedness for money borrowed classified as long-term debt on the
most recent audited balance sheet for the most-recently ended fiscal period (or if incurred
subsequent to the date of such balance sheet, would have been so classified) of the Person for
which the determination is being made.



     “Holder”, “Securityholder” and “Holder of Securities” means a Person in whose name a Security
is registered in the Security Register (as hereinafter defined).



     “Indebtedness” with respect to any Person means (1) any liability of such Person (a) for
borrowed money, or (b) evidenced by a bond, note, debenture or similar instrument (including
purchase money obligations but excluding Trade Payables), or (c) for the payment of money relating
to a lease that is required to be classified as a capitalized lease obligation in accordance with
generally accepted accounting principles; (2) mandatorily redeemable preferred or preference stock
of a Subsidiary held by Persons other than the Company or a Subsidiary; (3) any liability of others
described in the preceding clause (1) that such Person has guaranteed, that is recourse to such
Person or that is otherwise such Person’s legal liability; and (4) any



3









 







amendment, supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (1), (2) and (3) above.



     “Indenture” or “this Indenture” means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof and shall include the terms of any particular series
of Securities established as contemplated by Section 3.01.



     “Interest Payment Date”, when used with respect to any series of Securities, means any date on
which an installment of interest on those Securities is scheduled to be paid.



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



     “Mortgage” means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset.



     “New York Business Day” means (except, with respect to any particular series of Securities, as
may be otherwise provided in the form of such Securities) any day other than a Saturday or Sunday
that is neither a legal holiday nor a day on which banking institutions are authorized or required
by law, regulation, or executive order to be closed.



     “Officers’ Certificate” means a certificate signed by any two of the chairman of the Board of
Directors, the president, any vice president, the treasurer or by any other officer or officers of
the Company pursuant to an applicable Board Resolution, and delivered to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel to the Company, which counsel may be
an employee of the Company or other counsel who shall be reasonably acceptable to the Trustee.



     “Original Issue Discount Security” means any Security which is initially sold at a discount
from the principal amount thereof and the terms of which provide that upon redemption or
acceleration of the Maturity thereof, an amount less than the principal amount thereof would become
due and payable.



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



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




          (ii) such Securities, or portions thereof, for whose payment or redemption money in the
necessary amount has been theretofore deposited in trust with the Trustee or with




4









 




any Paying Agent (as hereinafter defined) other than the Company, or, if the Company shall act
as its own Paying Agent, has been set aside and segregated in trust by the Company; provided, in
any case, that if such Securities are to be redeemed prior to their Scheduled Maturity Date, notice
of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and




          (iii) such Securities in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, or which shall have been paid, in each
case, pursuant to the terms of Section 3.06 (except with respect to any such Security as to which
proof satisfactory to the Trustee is presented that such Security is held by a Person in whose
hands such Security is a legal, valid, and binding obligation of the Company).




     In determining whether the Holders of the requisite principal amount of such Securities
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of any Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the Maturity thereof. In
determining whether the Holders of the requisite principal amount of such Securities Outstanding
have given a direction concerning the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or concerning the exercise of any trust or power conferred upon
the Trustee under this Indenture, or concerning a consent on behalf of the Holders of any series of
Securities to the waiver of any past default and its consequences, Securities owned by the Company,
any other obligor upon the Securities, or any Affiliate of the Company or such other obligor shall
be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent, or
waiver, only Securities which a Responsible Officer assigned to the corporate trust department of
the Trustee knows to be owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.



     “Paying Agent” means, with respect to any Securities, any Person appointed by the Company to
distribute amounts payable by the Company on such Securities. If at any time there shall be more
than one such Person, “Paying Agent” as used with respect to the Securities of any particular
series shall mean the Paying Agent with respect to Securities of that series. As of the date of
this Indenture, the Company has appointed U.S. Bank National Association, as Paying Agent with
respect to all Securities issuable hereunder.



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



     “Place of Payment” means with respect to any series of Securities issued hereunder the city or
political subdivision so designated with respect to the series of Securities in question in
accordance with the provisions of Section 3.01.



5









 





     “Predecessor Securities” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of
a lost, destroyed, mutilated, or stolen Security shall be deemed to evidence the same debt as the
lost, destroyed, mutilated, or stolen Security.



     “Principal Property” means all real property, fixtures, machinery and equipment located within
the United States of America directly engaged in the manufacturing activities of the Company and
its Subsidiaries, including manufacturing and processing facilities, except such real property,
fixtures, machinery and equipment which the Board of Directors of the Company determines is not
material to the business of the Company and its Subsidiaries taken as a whole.



     “Record Date” means any date as of which the Holder of a Security will be determined for any
purpose described herein, such determination to be made as of the close of business on such date by
reference to the Security Register.



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



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



     “Repayment Date”, when used with respect to any Security to be repaid, means the date fixed
for such repayment pursuant to such Security.



     “Repayment Price”, when used with respect to any Security to be repaid, means the price at
which it is to be repaid pursuant to such Security.



     “Responsible Officer”, when used with respect to the Trustee, shall mean an officer of the
Trustee in the Corporate Trust Office, having direct responsibility for the administration of this
Indenture, and also, with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular
subject.



     “Sale and Lease-Back Transaction” shall have the meaning specified in Section 10.06(b).



     “Scheduled Maturity Date”, when used with respect to any Security, means the date specified in
such Security as the date on which all outstanding principal and interest will be due and payable.



     “Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or
any other evidences of indebtedness, as the case may be, of any series authenticated and delivered
from time to time under this Indenture.



     “Security Register” shall have the meaning specified in Section 3.05.



6









 





     “Security Registrar” means the Person who maintains the Security Register, which Person shall
be the Trustee unless and until a successor Security Registrar is appointed by the Company.



     “Senior Indebtedness” means all obligations or indebtedness of, or guaranteed or assumed by,
the Company, whether or not represented by bonds, debentures notes or similar instruments, for
borrowed money, and any amendments, renewals, extensions, modifications and refundings of any such
obligations or indebtedness, unless in the instrument creating or evidencing any such indebtedness
or obligations or pursuant to which the same is outstanding it is specifically stated, at or prior
to the time the Company becomes liable in respect thereof, that any such obligation or indebtedness
or such amendment, renewal, extension, modification and refunding thereof is not Senior
Indebtedness.



     “Significant Subsidiary” means each Subsidiary which is a “significant subsidiary” as defined
in Rule 1-02(w) of Regulation S-X, as amended or modified and in effect from time to time.



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



     “Specified Currency” has the meaning specified in Section 3.01.



     “Subordinated Security” means any security issued under this Indenture which is designated as
a Subordinated Security.



     “Subsidiary” means any corporation, partnership or other entity of which at the time of
determination the Company owns or controls directly or indirectly more than 50% of the shares of
voting stock or equivalent interest.



     “Trade Payables” means accounts payable or any other Indebtedness or monetary obligations to
trade creditors created or assumed in the ordinary course of business in connection with the
obtaining of materials, finished products, inventory or services.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as in force as of the
date hereof, except as provided in Section 9.05.



     “Trustee” means the party named as such above until a successor becomes such pursuant to this
Indenture and thereafter means or includes each party who is then a trustee hereunder, and if at
any time there is more than one such party, “Trustee” as used with respect to the Securities of any
series means the Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein shall constitute
the Trustees co-trustees of the same trust, and each Trustee shall be the trustee of a trust
separate and apart from any trust administered by any other Trustee with respect to a different
series of Securities.



     “U.S. Government Obligations” means (i) securities that are direct obligations of the United
States of America, the payment of which is unconditionally guaranteed by the full faith and credit
of the United States of America and (ii) securities that are obligations of a Person



7









 







controlled or supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed by the full faith and credit of the
United States of America, and also includes depository receipts issued by a bank or trust company
as custodian with respect to any of the securities described in the preceding clauses (i) and (ii),
and any payment of interest or principal payable under any of the securities described in the
preceding clauses (i) and (ii) that is held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt, or from any
amount received by the custodian in respect of such securities, or from any specific payment of
interest or principal payable under the securities evidenced by such depository receipt.



     “Voting Stock”, as applied to the stock of any corporation, means stock of any class or
classes (however designated), the outstanding shares of which have, by the terms thereof, ordinary
voting power to elect a majority of the members of the board of directors (or other governing body)
of such corporation, other than stock having such power only by reason of the happening of a
contingency.



     Section 1.02 Officers’ Certificates and Opinions. Every Officers’ Certificate,
Opinion of Counsel, and other certificate or opinion to be delivered to the Trustee under this
Indenture with respect to any action to be taken by the Trustee (except for the Officers’
Certificate required by Section 10.04) shall include the following:



     (a) a statement that each individual signing such certificate or opinion has read all
covenants and conditions of this Indenture relating to such proposed action, including the
definitions herein relating thereto;



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



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



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



     Section 1.03 Form of Documents Delivered to Trustee. In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is
not necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
the 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, legal counsel, unless such
officer knows that any such certificate, opinion, or representation is erroneous. Any opinion of
counsel for the Company may be based, insofar as it relates to factual matters, upon a certificate



8









 







or opinion of, or representations by, an officer or officers of the Company, unless such
counsel knows that any such certificate, opinion, or representation is erroneous.



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



     Section 1.04 Acts of Securityholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action
provided by this Indenture to be given or taken by Securityholders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Securityholders in person
or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and
(if expressly required by the applicable terms of this Indenture) to the Company. If any
Securities are denominated in coin or currency other than that of the United States, then for the
purposes of determining whether the Holders of the requisite principal amount of Securities have
taken any action as herein described, the principal amount of such Securities shall be deemed to be
that amount of United States dollars that could be obtained for such principal amount on the basis
of the spot rate of exchange into United States dollars for the currency in which such Securities
are denominated (as evidenced to the Trustee by a certificate provided by a financial institution,
selected by the Company, that maintains an active trade in the currency in question, acting as
conversion agent) as of the date the taking of such action by the Holders of such requisite
principal amount is evidenced to the Trustee as provided in the immediately preceding sentence.
Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Securityholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.



     (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 to such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by an officer of a corporation or a member of a partnership, on behalf of such corporation or
partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.
The fact and date of the execution of any such instrument or writing, or the authority of the
person executing the same, may also be proved in any other manner which the Trustee deems
sufficient.



     (c) The ownership of Securities shall for all purposes be determined by reference to the
Security Register, as such register shall exist as of the applicable date.



     (d) If the Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other action, the Company may, at its option, by Board
Resolution, fix in advance a Record Date for the determination of Holders entitled to give such



9









 







request, demand, authorization, direction, notice, consent, waiver or other action, but the
Company shall have no obligation to do so. If such Record Date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given before or after such
Record Date, but only the Holders of record at the close of business on such Record Date shall be
deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of
Securities Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that purpose the
Securities Outstanding shall be computed as of such Record Date; provided that no such
authorization, agreement or consent by the Holders on such Record Date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture not later than six
months after such Record Date.



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



     Section 1.05 Notices, etc., to Trustee and Company. Any request, order,
authorization, direction, consent, waiver, or other action to be taken by the Trustee, the Company,
or the Securityholders hereunder (including any Authentication Order), and any notice to be given
to the Trustee or the Company with respect to any action taken or to be taken by the Trustee, the
Company, or the Securityholders hereunder, shall be sufficient if made in writing and



     (a) (if to be furnished or delivered to or filed with the Trustee by the Company or any
Securityholder) delivered to the Trustee at its Corporate Trust Office, Attention: Charles Lush, or



     (b) (if to be furnished or delivered to the Company by the Trustee or any Securityholder, and
except as otherwise provided in Section 5.01(d) and, in the case of a request for repayment, except
as specified in the Security carrying the right to repayment) mailed to the Company, first-class
postage prepaid, at its principal office (as specified in the first paragraph of this instrument),
Attention: Treasurer, or at any other address hereafter furnished in writing by the Company to the
Trustee.



     Section 1.06 Notice To Securityholders; Waiver. Where this Indenture or any Security
provides for notice to Securityholders of any event, such notice shall be sufficiently given
(unless otherwise expressly provided herein or in such Security) if in writing and mailed,
first-class postage prepaid, to each Securityholder affected by such event, at his or her address
as it appears in the Security Register as of the applicable Record Date, not later than the latest
date or earlier than the earliest date prescribed by this Indenture or such Security for the giving
of such notice. In any case where notice to Securityholders is given by mail, neither the failure
to mail such notice nor any defect in any notice so mailed to any particular Securityholder shall
affect the sufficiency of such notice with respect to other Securityholders. Where this Indenture
or any Security provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be



10









 







the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



     In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder
when such notice is required to be given pursuant to any provision of this Indenture or the
applicable Security, then any method of notification as shall be satisfactory to the Trustee and
the Company shall be deemed to be sufficient for the giving of such notice.



     Section 1.07 Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof which is required to be included in this
Indenture by any of the provisions of the TIA, such required provision shall control.



     Section 1.08 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents hereof are for convenience only and shall not affect the
construction of any provision of this Indenture.



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



     Section 1.10 Separability Clause. In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.



     Section 1.11 Benefits Of Indenture. Nothing in this Indenture or in any Securities,
express or implied, shall give to any Person, other than the parties hereto, their successors
hereunder, the Authenticating Agent, the Security Registrar, any Paying Agent, and the Holders of
Securities (or such of them as may be affected thereby), any benefit or any legal or equitable
right, remedy or claim under this Indenture.



     Section 1.12 Governing Law. This Indenture shall be governed by and construed in
accordance with the laws of the State of New York.



     Section 1.13 Counterparts. This instrument may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original, but all of which
shall together constitute but one and the same instrument.



     Section 1.14 Judgment Currency. The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any
court with respect to the Securities of any series it is necessary to convert the sum due in
respect of the principal, premium, if any, or interest, if any, payable with respect to such
Securities into a currency in which a judgment can be rendered (the “Judgment Currency”), the rate
of exchange from the currency in which payments under such Securities is payable (the “Required
Currency”) into the Judgment Currency shall be the highest bid quotation (assuming European-style
quotation — i.e., Required Currency per Judgment Currency) received by the Company from three
recognized foreign exchange dealers in the City of New York for the purchase of the aggregate
amount of the judgment (as denominated in the Judgment Currency)



11









 







on the New York Business Day preceding the date on which a final unappealable judgment is
rendered, for settlement on such payment date, and at which the applicable dealer timely commits to
execute a contract, and (b) the Company’s obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or by any recovery
pursuant to any judgment (whether or not entered in accordance with the preceding clause (a)), in
any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt by the judgment creditor of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the Required Currency
the amount, if any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture.



     Section 1.15 Legal Holidays. In any case where any Interest Payment Date, Redemption
Date, Repayment Date or Maturity of any Security shall not be a New York Business Day at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or
at Maturity, provided that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date, Repayment Date or Maturity, as the case may be.



ARTICLE II



SECURITY FORMS




     Section 2.01 Forms Generally. The Securities of each series shall have such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon, as may be required to comply with the rules of any
securities exchange, or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities. Any portion of the text of any
Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face
of the Security.



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



     Section 2.02 Forms of Securities. Each Security shall be in one of the forms approved
from time to time by or pursuant to any Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery to the Trustee for authentication of any Security in
any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee a
copy of such Board Resolution, together with a true and correct copy of the form of Security which
has been approved thereby, or, if a Board Resolution authorizes a specific officer or officers to
approve a form of Security, together with a certificate of such



12









 







officer or officers approving the form of Security attached thereto, provided, however, that
with respect to all Securities issued pursuant to the same Board Resolution, the required copy of
such Board Resolution, together with the appropriate attachment, need be delivered only once. Any
form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the
Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities in that form
or by a certificate signed by a Responsible Officer of the Trustee and delivered to the Company.



     Section 2.03 Securities in Global Form. If Securities of a series are issuable in
whole or in part in global form, the global security representing such Securities may provide that
it shall represent the aggregate amount of Outstanding Securities from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities represented
thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance
of additional Securities. Any endorsement of a Security in global form to reflect the amount (or
any increase or decrease in the amount) of Outstanding Securities represented thereby shall be made
in such manner and by such Person or Persons as shall be specified therein or in the Authentication
Order delivered to the Trustee pursuant to Section 3.03 hereof.



     Section 2.04 Form of Trustee’s Certificate of Authentication. The form of Trustee’s
Certificate of Authentication for any Security issued pursuant to this Indenture shall be
substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	U.S. Bank National Association, as Trustee,	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Officer:
	 	 






ARTICLE III



THE SECURITIES




     Section 3.01 General Title; General Limitations; Issuable in Series; Terms of Particular
Series. The aggregate principal amount of Securities that may be authenticated, delivered, and
Outstanding at any time under this Indenture is not limited.



     The Securities may be issued in one or more series in such aggregate principal amount as may
from time to time be authorized by the Board of Directors. All Securities of a series issued under
this Indenture shall in all respects be equally and ratably entitled to the benefits hereof,
without preference, priority, or distinction on account of the actual time of the authentication
and delivery or Scheduled Maturity Date thereof.



     Each series of Securities shall be created either by or pursuant to one or more Board
Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or



13









 







supplemental indenture (or, in the case of a series of Securities created pursuant to a Board
Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms
of any such series of Securities, including the following (as and to such extent as may be
applicable):



          (1) the title of such series;




          (2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of
such series;




          (3) the issue date or issue dates of the Securities of such series;




          (4) the Scheduled Maturity Date of the Securities of such series;




          (5) the place or places where the principal, premium, if any, interest, if any, and additional
amounts, if any, payable with respect to the Securities of such series shall be payable;




          (6) whether the Securities of such series will be issued at par or at a premium over or a
discount from their face amount;




          (7) the rate or rates (which may be fixed or variable) at which the Securities of such series
shall bear interest, if any, and, if applicable, the method by which such rate or rates may be
determined;




          (8) the date or dates (or the method by which such date or dates may be determined) from which
interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be
payable;




          (9) the rights, if any, to defer payments of interest on the Securities by extending the
interest payment periods and the duration of such extension;




          (10) the period or periods within which, the Redemption Price(s)or Repayment Price(s) at
which, and any other terms and conditions upon which the Securities of such series may be redeemed
or repaid, in whole or in part, by the Company;




          (11) the obligation, if any, of the Company to redeem, repay, or purchase any of the
Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation,
or analogous provision at the option of a Holder thereof, and the period or periods within which,
the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other
terms and conditions upon which the Securities of such series shall be redeemed, repaid, or
purchased, in whole or in part, pursuant to such obligation;




          (12) the issuance of the Securities of such series in whole or in part in global form and, if
so, the identity of the Depositary for such global security and the terms and conditions, if any,
upon which interests in the Securities represented by such global security may be exchanged, in
whole or in part, for the individual Securities represented thereby (if other than as provided in
Section 3.05);




14









 








          (13) whether such securities are Subordinated Securities and if so, the provisions for such
subordination if other than the provisions set forth in Article 13;




          (14) the denominations in which the Securities of such series will be issued (which may be any
denomination as set forth in the terms of such Securities) if other than U.S. $1,000 or an
integral multiple thereof;




          (15) whether and under what circumstances additional amounts on the Securities of such series
shall be payable in respect of any taxes, assessments, or other governmental charges withheld or
deducted and, if so, whether the Company will have the option to redeem such Securities rather than
pay such additional amounts;




          (16) the basis upon which interest shall be calculated;




          (17) if the Securities of such series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security for a definitive Security of such series)
only upon receipt of certain certificates or other documents or upon satisfaction of other
conditions, then the form and terms of such certificates, documents, and/or conditions;




          (18) the exchange or conversion of the Securities of that series, whether or not at the option
of the Holders thereof, for or into new Securities of a different series or for or into any other
securities which may include shares of Capital Stock of the Company or any Subsidiary of the
Company or securities directly or indirectly convertible into or exchangeable for any such shares
or securities of entities unaffiliated with the Company or any Subsidiary of the Company;




          (19) if other than U.S. dollars, the foreign or composite currency or currencies (each such
currency a “Specified Currency”) in which the Securities of such series shall be denominated and in
which payments of principal, premium, if any, interest, if any, or additional amounts, if any,
payable with respect to such Securities shall or may be payable;




          (20) if the principal, premium, if any, interest, if any, or additional amounts, if any,
payable with respect to the Securities of such series are to be payable in any currency other than
that in which the Securities are stated to be payable, whether at the election of the Company or of
a Holder thereof, the period or periods within which, and the terms and conditions upon which, such
election may be made;




          (21) if the amount of any payment of principal, premium, if any, interest, if any, or other
sum payable with respect to the Securities of such series may be determined by reference to the
relative value of one or more Specified Currencies, commodities, securities, or instruments, the
level of one or more financial or non- financial indices, or any other designated factors or
formulas, the manner in which such amounts shall be determined;




          (22) the exchange of Securities of such series, at the option of the Holders thereof, for
other Securities of the same series of the same aggregate principal amount of a different
authorized kind or different authorized denomination or denominations, or both;





15









 





                    (23) the appointment by the Trustee of an Authenticating Agent in one or more places
other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee,
and subject to its direction, in the authentication and delivery of the Securities of such series;



                    (24) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion
agents, registrars, or other agents with respect to the Securities of such series if other than the
Trustee, Paying Agent and Security Registrar named herein;



                    (25) the portion of the principal amount of Securities of such series, if other than the
principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;



                    (26) any Event of Default with respect to the Securities of such series, if not set forth
herein, or any modification of any Event of Default set forth herein with respect to such series;



                    (27) any covenant solely for the benefit of the Securities of such series;



                    (28) the inapplicability of Section 4.02 and Section 4.03 of this Indenture to the Securities
of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance
under Section 4.03; and



                    (29) any other terms not inconsistent with the provisions of this Indenture.



     If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued
at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel
required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’
Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the
first such Security.



     If any series of Securities shall be established by action taken pursuant to any Board
Resolution, the execution by the officer or officers authorized by such Board Resolution of an
Authentication Order (as defined in Section 3.03 below) with respect to the first Security of such
series to be issued, and the delivery of such Authentication Order to the Trustee at or before the
time of issuance of the first Security of such series, shall constitute a sufficient record of such
action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series
are not to be issued at one time, the Company shall deliver an Authentication Order with respect to
each subsequent issuance of Securities of such series, but such Authentication Orders may be
executed by any authorized officer or officers of the Company, whether or not such officer or
officers would have been authorized to establish such series pursuant to the aforementioned Board
Resolution.



     Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture
creating such series (i) a series may be reopened for issuances of additional Securities of such
series, and (ii) all Securities of the same series shall be substantially identical, except for



16









 




the
initial Interest Payment Date, issue price, initial interest accrual date and the amount of the
first interest payment.




     The form of the Securities of each series shall be established in a supplemental indenture or
by or pursuant to the Board Resolution creating such series. The Securities of each series shall
be distinguished from the Securities of each other series in such manner as the Board of Directors
or its authorized representative or representatives may determine.



     Unless otherwise provided with respect to Securities of a particular series, the Securities of
any series may only be issuable in registered form, without coupons.



     Section 3.02 Denominations and Currency. The Securities of each series shall be
issuable in such denominations and currency as shall be provided in the provisions of this
Indenture or by or pursuant to the Board Resolution or supplemental indenture creating such series.
In the absence of any such provisions with respect to the Securities of any series, the Securities
of that series shall be issuable only in fully registered form in denominations of U.S. $1,000 and
any integral multiple thereof.



     Section 3.03 Execution, Authentication and Delivery, and Dating. The Securities shall
be executed on behalf of the Company by the chairman of the Board of Directors, any vice chairman
of the Board of Directors, the president, any vice president, the treasurer or any assistant
treasurer and attested by the secretary or any one of its assistant secretaries, under its
corporate seal. The signature of any of these officers on the Securities may be manual or
facsimile. The seal of the Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted, or otherwise reproduced on the Securities. Typographical and other minor
errors or defects in any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and delivered by the
Trustee.



     Unless otherwise provided in the form of Security for any series, all Securities shall be
dated the date of their authentication.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities to the Trustee for authentication, together with a Company Order for
authentication and delivery (such Order an “Authentication Order”) with respect to such Securities,
and the Trustee shall, upon receipt of such
Authentication Order, in accordance with procedures acceptable to the Trustee set forth in the
Authentication Order, and subject to the provisions hereof, authenticate and deliver such
Securities to such recipients as may be specified from time to time pursuant to such Authentication
Order. The material terms of such Securities shall be determinable by reference to such
Authentication Order and procedures. If provided for in such procedures, such Authentication Order
may authorize authentication and delivery of such Securities pursuant to oral instructions from the
Company or its duly authorized agent, which



17









 




instructions shall be promptly confirmed in writing.
In authenticating such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
the provisions of Section 6.01 hereof) shall be fully protected in relying upon:




                    (1) an executed supplemental indenture, if any;



                    (2) an Officers’ Certificate, certifying as to the authorized form or forms and terms of such
Securities; and



                    (3) an Opinion of Counsel, stating that:




    (a) the form or forms and terms of such Securities have been established by and in
conformity with the provisions of this Indenture; provided that if all such Securities are
not to be issued at the same time, such Opinion of Counsel may state that such terms will
be established in conformity with the provisions of this Indenture, subject to any
conditions specified in such Opinion of Counsel; and




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


provided, however, that if all Securities issuable by or pursuant to a Board Resolution or
supplemental indenture are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this
paragraph at or prior to the time of authentication of each such Security if such documents are
delivered at or prior to the time of authentication upon original issuance of the first such
Security to be issued. After the original issuance of the first such Security to be issued, any
separate request by the Company that the Trustee authenticate such Securities for original issuance
will be deemed to be a certification by the Company that it is in compliance with all conditions
precedent provided for in this Indenture relating to the authentication and delivery of such
Securities.




     The Trustee shall not be required to authenticate such Securities if the issue thereof will
adversely affect the Trustee’s own rights, duties, or immunities under the Securities and this
Indenture.



     If the Company shall establish pursuant to Section 3.01 that Securities of a series may be
issued in whole or in part in global form, then the Company shall execute, and the Trustee shall
(in accordance with this Section 3.03 and the Authentication Order with respect to such series)
authenticate and deliver, one or more Securities in global form that (i) shall represent and shall
be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such one or more Securities in global form, (ii)
shall be registered, in the name of the Depositary for such Security or Securities in global form,
or in the name of a nominee of such Depositary, (iii) shall be delivered to such



18









 




Depositary or
pursuant to such Depositary’s instruction, and (iv) shall bear a legend substantially as follows:
“Unless and until it is exchanged in whole or in part for Securities in certificated form, this
Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary,
or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.” Each Depositary designated pursuant to Section 3.01 for a Security in global form
must, at the time of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other applicable statute or
regulation.




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



     Section 3.04 Temporary Securities. Pending the preparation of definitive Securities
of any series, the Company may execute, and, upon receipt of the documents required by Sections
2.02, 3.01 and 3.03 hereof, together with an Authentication Order, the Trustee shall authenticate
and deliver, temporary Securities of such series that are printed, lithographed, typewritten,
mimeographed, or otherwise produced, in any authorized denomination, substantially of the tenor of
the definitive Securities in lieu of which they are issued in registered form, without coupons, and
with such appropriate insertions, omissions, substitutions, and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities. In
the case of Securities of any series for which a temporary Security may be issued in global form,
such temporary global security shall represent all of the Outstanding Securities of such series and
tenor.



     Except in the case of temporary Securities in global form, which shall be exchanged in
accordance with the provisions thereof, if temporary Securities of any series are issued, the
Company will cause definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the
temporary Securities of such series shall be exchangeable, at the Corporate Trust Office of
the Trustee, or at such other office or agency as may be maintained by the Company in a Place of
Payment pursuant to Section 10.02 hereof, for definitive Securities of such series having identical
terms and provisions, upon surrender of the temporary Securities of such series, at the Company’s
own expense and without charge to the Holder; and upon surrender for cancellation of any one or
more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
such series in authorized denominations containing identical terms and provisions. Unless
otherwise specified as contemplated by Section 3.01 with respect to a temporary Security in global
form, until so exchanged, the temporary Securities of such series shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities of such series.



     Section 3.05 Registration, Transfer and Exchange. With respect to the Securities of
each series, the Trustee shall keep a register (herein sometimes referred to as the “Security
Register”) which shall provide for the registration of Securities of such series, and for transfers



19









 




of Securities of such series, in accordance with information to be provided to the Trustee by the
Company, subject to such reasonable regulations as the Trustee may prescribe. Such register shall
be in written form or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such register or registers
shall be available for inspection at the Corporate Trust Office of the Trustee or at such other
office or agency to be maintained by the Company pursuant to Section 10.02 hereof.




     Upon due presentation for registration of transfer of any Security of any series at the
Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company
with respect to that series pursuant to Section 10.02 hereof, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of such series of any authorized denominations, of like aggregate
principal amount, tenor, terms and Scheduled Maturity Date.



     Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in
whole or in part for the individual Securities represented thereby, in definitive form, a Security
in global form representing all or a portion of the Securities of a series may not be transferred
except as a whole by the Depositary for such series to a nominee of such Depositary, or by a
nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such
Depositary or any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.



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



     If at any time the Depositary for the Securities of a series represented by one or more
Securities in global form notifies the Company that it is unwilling or unable to continue as
Depositary for the Securities of such series, or if at any time the Depositary for the Securities
of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company
Order, shall appoint a successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such ineligibility, the Company’s
election pursuant to Section 3.01 that such Securities be represented by one or more Securities in
global form shall no longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of an Authentication Order for the
authentication and delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form, in authorized denominations, in an aggregate
principal amount, and of like terms and tenor, equal to the principal amount of the Security or
Securities in global form representing such series, in exchange for such Security or Securities in
global form.



     The Company may at any time and in its sole discretion and subject to the procedures of the
Depositary determine that individual Securities of any series issued in global form shall no



20









 




longer
be represented by such Security or Securities in global form. In such event the Company will
execute, and the Trustee, upon receipt of an Authentication Order for the authentication and
delivery of definitive Securities of such series and of the same terms and tenor, will authenticate
and deliver Securities of such series in definitive form, in authorized denominations, and in
aggregate principal amount equal to the principal amount of the Security or Securities in global
form representing such series in exchange for such Security or Securities in global form.




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




    (a) to each Person specified by such Depositary, a new definitive Security or
Securities of the same series and of the same tenor and terms, in authorized denominations,
in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Security in global form; and




    (b) to such Depositary, a new Security in global form in a denomination equal to the
difference, if any, between the principal amount of the surrendered Security in global form
and the aggregate principal amount of the definitive Securities delivered to Holders
pursuant to clause (a) above.



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



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



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



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



21









 





     Unless otherwise provided in the Security to be transferred or exchanged, no service charge
shall be imposed for any registration of transfer or exchange of Securities, but the Company may
(unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer or exchange of
Securities, other than exchanges pursuant to Section 3.04, 3.06, 9.06 and 11.07 hereof not
involving any transfer.



     The Company shall not be required to (i) issue, register the transfer of, or exchange any
Security of any series during a period beginning at the opening of business 15 days before the day
of the mailing of a notice of redemption of Securities of such series selected for redemption under
Section 11.03 and ending at the close of business on the date of such mailing, or (ii) register the
transfer of or exchange any Security so selected for redemption in whole or in part, except in the
case of any Security to be redeemed in part, the portion thereof not to be redeemed.



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



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



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



     Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Securities of the same 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 Securities.



     Section 3.07 Payment of Interest; Interest Rights Preserved. Interest on any Security
which is payable and is punctually paid or duly provided for on any Interest Payment Date shall, if
so provided in such Security, be paid to the Person in whose name that Security (or



22









 




one or more
Predecessor Securities) is registered at the close of business on the applicable Record Date,
notwithstanding any transfer or exchange of such Security subsequent to such Record Date and prior
to such Interest Payment Date. (unless such Interest Payment Date is also the date of Maturity of
such Security).




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



     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names any such Securities (or their respective Predecessor Securities) are registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to
be mailed, first-class postage prepaid, to the Holder of each such Security at his address as it
appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice
of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been
mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the following clause (b).



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



     Interest on Securities of any series that bear interest may be paid by mailing a check to the
address of the Person entitled thereto at such address as shall appear in the Securities Register
for such series or by such other means as may be specified in the form of such Security.



     Subject to the foregoing provisions of this Section 3.07 and the provisions of Section 3.05
hereof, each Security delivered under this Indenture upon registration of transfer of or in



23









 




exchange for or in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.




     Section 3.08 Persons Deemed Owners. Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may
treat the Person in whose name any Security is registered on the applicable Record Date(s) as the
owner of such Security for the purpose of receiving payment of principal, premium, if any,
interest, if any (subject to Sections 3.05 and 3.07 hereof), and any additional amounts payable
with respect to such Security, and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.



     None of the Company, the Trustee, any Authenticating Agent, any Paying Agent, the Security
Registrar, or any Co-Security Registrar will have any responsibility or liability for any aspect of
the records relating to or payments made on account of
beneficial ownership interests of a Security in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests and each of them may act or
refrain from acting without liability on any information relating to such records provided by the
Depositary.



     Section 3.09 Cancellation. All Securities surrendered for payment, redemption,
registration of transfer, exchange, or credit against a sinking or analogous fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already
canceled, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled
by the Trustee. Acquisition of such Securities by the Company shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation. No Security shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as expressly permitted by
this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its
customary procedures and deliver a certificate of such disposition to the Company.



     Section 3.10 Computation of Interest. Unless otherwise provided as contemplated in
Section 3.01, interest on the Securities shall be calculated on the basis of a 360-day year of
twelve 30-day months.



ARTICLE IV

SATISFACTION AND DISCHARGE




     Section 4.01 Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to any series of Securities (except as to any surviving rights of
conversion or transfer or exchange of Securities of such series expressly provided for herein or in
the form of Security for such series), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when



24









 





     (a) either



                    (i) all Securities of that series theretofore authenticated and delivered (other than (A)
Securities of such series which have been destroyed, lost, or stolen and which have been replaced
or paid as provided in Section 3.06, and (B) Securities of such series for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 4.07) have been
delivered to the Trustee canceled or for cancellation; or



                    (ii) all such Securities of that series not theretofore delivered to the Trustee canceled or
for cancellation




                              (A) have become due and payable, or




                              (B) will, in accordance with their Scheduled Maturity Date, become due and
payable within one year, or




                              (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee
in the name, and at the expense, of the Company, and, in any of the cases described
in subparagraphs (A), (B), or(C) above, the Company has irrevocably deposited or
caused to be deposited with the Trustee, as trust funds in trust for the purpose,
(x) an amount in money sufficient, (y) U.S. Government Obligations or Equivalent
Government Securities which through the payment of interest and principal in
respect thereof in accordance with their terms will provide, not later than one day
before the due date of any payment, money sufficient, or (z) a combination of (x)
and (y) sufficient, in the opinion with respect to (y) and (z) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on such Securities with respect to principal, premium, if any, and
interest, if any, to the date of such deposit (in the case of Securities which have
become due and payable), or to the Scheduled Maturity Date or Redemption Date, as
the case may be; provided, however, that if such U.S. Government Obligations or
Equivalent Government Securities are callable or redeemable at the option of the
issuer thereof, the amount of such money, U.S. Government Obligations, and
Equivalent Government Securities deposited with the Trustee must be sufficient to
pay and discharge the entire indebtedness referred to above if such issuer elects
to exercise such call or redemption provisions at any time prior to the Scheduled
Maturity Date or Redemption Date, as the case may be, and the Company, but not the
Trustee, shall be responsible for monitoring any such call or redemption provision;
and



     (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company
with respect to the Securities of such series; and



     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the



25









 




satisfaction and discharge of this Indenture with respect to the Securities of such series have
been complied with.




     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company under paragraph (a) of this Section 4.01 and its
obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the
obligations of the Trustee under Sections 4.05, 4.07 and 10.03 shall survive.



     Section 4.02 Discharge and Defeasance. The provisions of this Section and Section
4.04 (insofar as relating to this Section) shall apply to the Securities of each
series unless specifically otherwise provided in a Board Resolution or indenture supplemental
hereto provided pursuant to Section 3.01. In addition to discharge of this Indenture pursuant to
Section 4.01, in the case of any series of Securities with respect to which the exact amount
described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit
referred to in such subparagraph (a), the Company shall be deemed to have paid and discharged the
entire indebtedness on all the Securities of such a series as provided in this Section on and after
the date the conditions set forth in Section 4.04 are satisfied, and the provisions of this
Indenture with respect to the Securities of such series shall no longer be in effect (except as to
(i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution
of mutilated, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of
Securities of such series to receive, solely from the trust fund described in subparagraph (a) of
Section 4.04, payments of principal thereof, premium, if any, and interest, if any, thereon upon
the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration),
and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v)
this Section 4.02, Section 4.07, Section 10.02 and Section 10.03 and (vi) the rights of the Holders
of Securities of such series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them) (hereinafter called “Defeasance”), and the Trustee at
the cost and expense of the Company, shall execute proper instruments acknowledging the same.



     Section 4.03 Covenant Defeasance. The provisions of this Section and Section 4.04
(insofar as relating to this Section) shall apply to the Securities of each series unless
specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided
pursuant to Section 3.01. In the case of any series of Securities with respect to which the exact
amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the
deposit referred to in such subparagraph (a), (i) the Company shall be released from its
obligations under any covenants specified in or pursuant to Section 3.01 as being subject to
Covenant Defeasance with respect to such series (except as to (a) rights of registration of
transfer and exchange of Securities of such series and rights under Section 4.07, Section 10.02 and
Section 10.03, (b) substitution of mutilated, destroyed, lost or stolen Securities of such series,
(c) rights of Holders of Securities of such series to receive, from the Company pursuant to Section
10.01, payments of principal thereof and interest, if any, thereon upon the original stated due
dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of
the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (d)
the rights, obligations, duties and immunities of the Trustee hereunder and (e) the rights of the
Holders of Securities of such series as beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of them), and (ii) the occurrence of any event



26









 




specified in Section 5.01(d) (with respect to any of the covenants specified in or pursuant to
Section 3.01 as being subject to Covenant Defeasance with respect to such series) shall be deemed
not to be or result in a default or an Event of Default, in each case with respect to the
Outstanding Securities of such series as provided in this Section on and after the date the
conditions set forth in Section 4.04 are satisfied (hereinafter called “Covenant Defeasance”), and
the Trustee at the cost and expense of the Company, shall execute
proper instruments acknowledging the same. For this purpose, such Covenant Defeasance means
that the Company may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant (to the extent so specified in the case of
Section 5.01(d)), whether directly or indirectly by reason of any reference elsewhere herein to any
such covenant or by reason of any reference in any such covenant to any other provision herein or
in any other document, but the remainder of this Indenture and the Securities of such series shall
be unaffected thereby.




     Section 4.04 Conditions To Defeasance Or Covenant Defeasance. The following shall be
the conditions to application of either Section 4.02 or Section 4.03 to the Outstanding Securities:



     (a) with reference to Section 4.02 or Section 4.03, the Company has irrevocably deposited or
caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of Securities of such series (i)
money in an amount, or (ii) U.S. Government Obligations or Equivalent Government Securities which
through the payment of interest and principal in respect thereof in accordance with their terms
will provide, not later than one day before the due date of any payment, money in an amount, or
(iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of
a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal (including
mandatory sinking fund payments) of, premium, if any, and interest on, the Outstanding Securities
of such series on the dates such installments of interest, premium or principal are due, including
upon redemption; provided, however, that if such U.S. Government Obligations and Equivalent
Government Securities are callable or redeemable at the option of the issuer thereof, the amount of
such money, U.S. Government Obligations, and/or Equivalent Government Securities deposited with
the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if
the issuer of any such U.S. Government Obligations or Equivalent Government Securities elects to
exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or
Redemption Date of such Securities, as the case may be. The Company, but not the Trustee, shall be
responsible for monitoring any such call or redemption provision.



     (b) in the case of Defeasance under Section 4.02, the Company has delivered to the Trustee an
Opinion of Counsel based on the fact that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a
change in the applicable United States federal income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income tax on the same amount



27









 




and in the
same manner and at the same times, as would have been the case if such deposit, Defeasance and
discharge had not occurred;




     (c) in the case of Covenant Defeasance under Section 4.03, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that, and such opinion shall
confirm that, the Holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and will
be subject to federal income tax on the same amount and in the same manner and at the same times,
as would have been the case if such deposit and Covenant Defeasance had not occurred;



     (d) no Event of Default or event which, with notice or lapse of time or both, would become an
Event of Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit, after giving effect to such deposit or, in the case of a
Defeasance under Section 4.02, no Event of Default specified in Section 5.01(e) or Section 5.01(f)
shall have occurred, at any time during the period ending on the 91st day after the date of such
deposit or, if longer, ending on the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period);



     (e) such Defeasance or Covenant Defeasance will not cause the Trustee to have a conflicting
interest within the meaning of the TIA, assuming all Securities of a series were in default within
the meaning of the TIA;



     (f) such Defeasance or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the Company is a party or by which
it is bound;



     (g) such Defeasance or Covenant Defeasance will not result in the trust arising from such
deposit constituting an investment company within the meaning of the Investment Company Act of
1940, as amended, unless the trust is registered under such Act or exempt from registration;



     (h) If the Securities of such series are to be redeemed prior to their Stated Maturity Date
(other than from mandatory sinking fund payments or analogous payments), notice of such redemption
shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee shall have been made; and



     (i) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for herein relating to such Defeasance
or Covenant Defeasance, as the case may be, have been complied with.



     Section 4.05 Application of Trust Money; Excess Funds. All money and U.S. Government
Obligations or Equivalent Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 4.01 or Section 4.04 hereof shall be held in trust and applied by it,
in accordance with the provisions of this Indenture and of the series of Securities in respect of
which it was deposited, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled
thereto, of the principal, premium, if any, and interest, if any,



28









 




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




     The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or U.S. Government Obligations or Equivalent Government Securities
deposited pursuant to Section 4.01 or Section 4.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities.



     Anything in this Article 4 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or U.S. Governmental Obligations
or Equivalent Government Securities held by it as provided in Section 4.01 or Section 4.04 which,
in the opinion of a nationally recognized investment bank, appraisal firm or firm of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, (which may be the opinion delivered under Section 4.01 or Section 4.04,
as applicable), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent satisfaction and discharge, Covenant Defeasance or Defeasance of the
applicable series.



     Section 4.06 Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge
of this Indenture, all moneys then held by any Paying Agent of the Securities (other than the
Trustee) shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon
such Paying Agent shall be released from all further liability with respect to such moneys.



     Section 4.07 Return of Unclaimed Amounts. Any amounts deposited with or paid to the
Trustee or any Paying Agent or then held by the Company, in trust for payment of the principal of,
premium, if any, or interest, if any, on the Securities and not applied but remaining unclaimed by
the Holders of such Securities for two years after the date upon which the principal of, premium,
if any, or interest, if any, on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on Company Request or (if then held by the
Company) shall be discharged from such trust; and the Holder of any of such Securities shall
thereafter look only to the Company for any payment which such Holder may be entitled to collect
(until such time as such unclaimed amounts shall escheat, if at all, to the State of New York) 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. Notwithstanding the foregoing,
the Trustee or Paying Agent, before being required to make any such repayment, may at the expense
of the Company cause to be published once a week for two successive weeks (in each case on any day
of the week) in a newspaper printed in the English language and customarily published at least once
a day at least five days in each calendar week and of general circulation in the Borough of
Manhattan, in the City and State of New York, a notice that said amounts have not been so applied
and that after a date named therein any unclaimed balance of said amounts then remaining will be
promptly returned to the Company.



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ARTICLE V

REMEDIES




     Section 5.01 Events of Default. “Event of Default”, wherever used herein, means with
respect to any series of Securities any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body), unless such event is either inapplicable to a particular
series or it is specifically deleted or modified in the manner contemplated by Section 3.01:



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



     (b) default in the payment of the principal amount of (or premium, if any, on) any Security of
such series as and when the same shall become due, either at Maturity, upon redemption, by
declaration, or otherwise; or



     (c) default in the payment of any sinking or purchase fund or analogous obligation when the
same becomes due by the terms of the Securities of such series and continuance of such default for
a period of 30 days; or



     (d) default in the performance or breach of any covenant or warranty of the Company in this
Indenture in respect of the Securities of such series (other than a covenant or warranty in respect
of the Securities of such series a default in the performance of which or the breach of which is
elsewhere in this Section specifically dealt with), and continuance of such default or breach for a
period of 60 days after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in the principal
amount of the Outstanding Securities of such series, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or



     (e) default (i) in the payment of any scheduled principal of or interest on any Indebtedness
of the Company or any Subsidiary (other than the Securities), aggregating more than $35 million in
principal amount, when due and payable after giving effect to any applicable grace period or (ii)
in the performance of any other term or provision of any Indebtedness of the Company or any
Subsidiary (other than the Securities) in excess of $35 million principal amount that results in
such Indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such acceleration shall not have been rescinded or annulled,
or such Indebtedness shall not have been discharged, within a period of 15 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities then
outstanding of any series, a written notice specifying such default or defaults and stating that
such notice is a “Notice of Default” hereunder; or



     (f) the entry against the Company or any Significant Subsidiary of one or more judgments,
decrees or orders by a court having jurisdiction in the premises from which no appeal



30









 




may be or is
taken for the payment of money, either individually or in the aggregate, in excess of $35 million,
and the continuance of such judgment, decree or order unsatisfied and in effect for any period of
45 consecutive days after the amount thereof is due without a stay of execution; or




     (g) the entry of an order for relief against the Company under the Federal Bankruptcy Act by a
court having jurisdiction in the premises or a decree or order by a court having jurisdiction in
the premises adjudging the Company a bankrupt or insolvent under any other applicable Federal or
State law, or the entry of a decree or order approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under the
Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of 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 unstayed and in effect for a period of 90 consecutive days;
or



     (h) the consent by the Company to the institution of bankruptcy or insolvency proceedings
against it, or the filing by it of a petition or answer or consent seeking reorganization or relief
under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by
it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other 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 the taking of
corporate action by the Company in furtherance of any such action; or



     (i) any other Event of Default provided for with respect to the Securities of such series in
accordance with Section 3.01.



     A default under any indebtedness of the Company other than the Securities will not constitute
an Event of Default under this Indenture, and a default under one series of Securities will not
constitute a default under any other series of Securities.



     Section 5.02 Acceleration of Maturity; Rescission, and Annulment. If any Event of
Default described in Section 5.01 above (other than Event of Default described in Section 5.01(e)
and Section 5.01(f)) shall have occurred and be continuing with respect to any series, then and in
each and every such case, unless the principal of all the Securities of such series shall have
already become due and payable, either the Trustee or the Holders of not less than 51% in aggregate
principal amount of the Securities of such series then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if
the Securities of such series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all the Securities of such series and
any and all accrued interest thereon to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable, any provision of
this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of
Default specified in Section 5.01(e) or Section 5.01(f) occurs, the principal amount of the
Securities of such series and any and all accrued interest thereon shall immediately become and be
due and payable without any declaration or other act on the party of the Trustee or any Holder. No
declaration of acceleration by the Trustee with respect to any series of Securities



31









 




shall
constitute a declaration of acceleration by the Trustee with respect to any other series of
Securities, and no declaration of acceleration by the Holders of at least 51% in aggregate
principal amount of the Outstanding Securities of any series shall constitute a declaration of
acceleration or other action by any of the Holders of any other series of Securities, in each case
whether or not the Event of Default on which such declaration is based shall have occurred and be
continuing with respect to more than one series of Securities, and whether or not any Holders of
the Securities of any such affected series shall also be Holders of Securities of any other such
affected series.




     At any time after such a declaration of acceleration has been made with respect to the
Securities of any series 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 51%
in aggregate principal amount of the Outstanding Securities of such series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its consequences if all
Events of Default with respect to such series of Securities, other than the nonpayment of the
principal of the Securities of such series which have become due solely by such acceleration, have
been cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any
judgment or decree set forth in Section 5.01(e) and Section 5.01(f) and if all sums paid or
advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel have been paid.



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



     Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. The
Company covenants that if:



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



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



     (c) default is made in the payment of any sinking or purchase fund or analogous obligation
when the same becomes due by the terms of the Securities of any series, and



     (d) any such default continues for any period of grace provided in relation to such default
pursuant to Section 5.01,


then, with respect to the Securities of such series, the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holder of any such Security (or the Holders of any such series in
the case of clause (c) above), the whole amount then due and payable on any such Security (or on
the Securities of any such series in the case of clause (c) above) for principal (and premium, if
any) and interest, if any, with interest (to the extent that payment of such interest shall be
legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments
of interest, if any, at such rate or rates as may be prescribed therefor by the terms of any such
Security (or of Securities of any such series in the case of clause (c) above); and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of




32









 







collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and all other amounts due the Trustee under Section 6.07.




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



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



     Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition, or other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then be due and payable as 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 proceedings or otherwise,



     (a) to file and prove a claim for the whole amount of principal (or, with respect to Original
Discount Securities, such portion of the principal amount as may be specified in the terms of such
Securities), premium, if any, and interest, if any, owing and unpaid in respect of the Securities,
and to file such other papers or documents as may be necessary and 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 all other amounts due the
Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceedings, and



     (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) in any such judicial proceeding is hereby authorized by each
Securityholder 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 Securityholders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and its agent and counsel, and any other amounts due the Trustee under Section 6.07 hereof.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or to



33









 




authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.




     Section 5.05 Trustee May Enforce Claims Without Possession of Securities. All rights
of action and claims under this Indenture or the Securities of any series may be prosecuted and
enforced by the Trustee without the possession of any of the Securities of such series or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee and its agents and counsel, be for the ratable benefit of
the Holders of the Securities, of the series in respect of which such judgment has been recovered.



     Section 5.06 Application of Money Collected. Any money collected by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of such money on account
of principal, premium, if any, or interest, if any, upon presentation of the Securities of such
series and the notation thereon of the payment, if only partially paid, and upon surrender thereof,
if fully paid:




     First: To the payment of all amounts due the Trustee under Section 6.07
hereof.




     Second: To the payment of the amounts then due and unpaid upon the Securities
of that series for principal, premium, if any, interest, if any, and additional amounts, if
any, in respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind.



     Section 5.07 Limitation on Suits. No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any other remedy hereunder, unless



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



     (b) the Holders of not less than 51% in principal amount of the Outstanding Securities of such
series shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;



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



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



     (e) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities
of such series; it being understood and intended that no one or more Holders of Securities of such
series shall have any right in any manner whatever by virtue of, or by availing



34









 




of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of
such series, or to obtain or to seek to obtain priority or preference over any other such Holders
or to enforce any right under this Indenture, except in the manner herein provided and for the
equal and proportionate benefit of all the Holders of all Securities of such series.




     Section 5.08 Unconditional Right of Securityholders to Receive Principal, Premium, and
Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security
shall have the right, which is absolute and unconditional, to receive payment of the principal,
premium, if any, and (subject to Section 3.07) interest, if any, (and additional amounts, if any)
on such Security on or after the respective payment dates expressed in such Security (or, in the
case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and
to institute suit for the enforcement of any such payment on or after such respective date, and
such right shall not be impaired or affected without the consent of such Holder.



     Section 5.09 Restoration of Rights and Remedies. If the Trustee or any Securityholder
has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, then and in every such case the
Company, the Trustee and the Securityholders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though
no such proceeding had been instituted.



     Section 5.10 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right
or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.



     Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder of any Security to exercise any right or remedy accruing upon any 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 Securityholders may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the Securityholders, as the case may be.



     Section 5.12 Control by Securityholders. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any
trust or power conferred on the Trustee with respect to the Securities of such series, provided
that



     (a) the Trustee shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, determines that the action so directed may not lawfully be taken or would
conflict with this Indenture or if the Trustee in good faith shall, by a Responsible



35









 




Officer,
determine that the proceedings so directed would involve it in personal liability or be unjustly
prejudicial to the Holders not taking part in such direction, and




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



     Section 5.13 Waiver of Past Defaults. The Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may, on behalf of the Holders of all
the Securities of such series, waive any past default hereunder with respect to such series and its
consequences, except a default not theretofore cured:



     (a) in the payment of principal, premium, if any, or interest, if any, on any Security of such
series, or in the payment of any sinking or purchase fund or analogous obligation with respect to
the Securities of such series, or



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



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



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



     Section 5.15 Waiver of Stay or Extension Laws. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law (other than any
bankruptcy 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.



36









 





ARTICLE VI

THE TRUSTEE




     Section 6.01 Certain Duties and Responsibilities of Trustee.



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



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



          (ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of
such series, conclusively rely 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.



     (b) In case an Event of Default with respect to any series of Securities has occurred and is
continuing, the Trustee shall exercise, with respect to the Securities 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


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



     (ii) 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;



     (iii) 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 not less than a majority in
principal amount of the Outstanding Securities of any series relating to the time, method, and
place of conducting any proceeding for any remedy available to the Trustee with respect to the
Securities of such series, or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities of such series; and



     (iv) 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.




37









 








     (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 6.02 Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all
Securityholders of such series, as their names and addresses appear in the Security Register,
notice of such default hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal,
premium, if any, or interest, if any, on any Security of such series or in the payment of any
sinking or purchase fund installment or analogous obligation with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or Responsible Officers of
the Trustee in good faith determine that the withholding of such notice is in the interests of the
Securityholders of such series and; provided, further, that, in the case of any default of the
character specified in Section 5.01(d) with respect to Securities of such series, no such notice to
Securityholders of such series shall be given until at least 60 days after the occurrence thereof.
For the purpose of this Section, the term “default”, with respect to Securities of any series,
means any event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.



     Section 6.03 Certain Rights of Trustee. Except as otherwise provided in Section 6.01
above:



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



     (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 Officers’ Certificate;



     (d) the Trustee may consult with counsel and 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 Securityholders pursuant to this
Indenture, unless such Securityholders 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;



38









 





     (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 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; and



     (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.



     Section 6.04 Not Responsible for Recitals or Issuance of Securities. The recitals
contained herein and in the Securities, except the certificates of authentication, shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof.



     Section 6.05 May Hold Securities. The Trustee or any Paying Agent, Security
Registrar, or other agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.08 and 6.13 hereof, may otherwise deal
with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar, or such other agent.



     Section 6.06 Money Held in Trust. Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as otherwise agreed
with the Company.



Section 6.07 Compensation and Reimbursement. The Company covenants and agrees




     (a) to pay the Trustee from time to time, and the Trustee shall be entitled to, 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);



     (b) 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
reasonable expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith; and



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



39









 




defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.




     Without prejudice to any other rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of Default specified in
Section 5.01(e) and Section 5.01(f) above, such expenses (including the reasonable charges and
expenses of its counsel) and compensation for such services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or
other similar law.



     The Trustee shall have a lien prior to the Securities upon all property and funds held or
collected by it as such for any amount owing to it or any predecessor Trustee pursuant to this
Section 6.07, except with respect to funds held in trust for the benefit of the Holders of
particular Securities.



     The provisions of this Section shall survive the satisfaction and discharge of this Indenture.



     Section 6.08 Disqualification; Conflicting Interests. If the Trustee has or shall
acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either
eliminate such interest or resign as Trustee with respect to one or more series of Securities, to
the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities
of more than one series or by virtue of being a trustee under: (i) the Indenture dated as of March
13, 2003 between the Company and National City Bank, Trustee, or (ii) the Indenture dated as of
March 1, 1994 between the Company and The First National Bank of Chicago, Trustee.



     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be a
Trustee hereunder with respect to each series of Securities that shall be a corporation organized
and doing business under the laws of the United States of America or of any State or Territory
thereof or of the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision
or examination by Federal or State authority and having its principal office and place of business
in the City of New York, if there be such a corporation having its principal office and place of
business in said City and willing to act as Trustee on customary and usual terms. If such
corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time the Trustee with respect to any series of Securities shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.




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     Section 6.10 Resignation and Removal; Appointment of Successor.



     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 6.11.



     (b) The Trustee may resign with respect to any one or more series of Securities at any time by
giving at least 60 days’ written notice thereof to the Company. If an instrument of acceptance by
a successor Trustee 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.



     (c) The Trustee may be removed with respect to any series of Securities at any time by Act of
the Holders of 66 2/3% in principal amount of the Outstanding Securities of that series, delivered
to the Trustee and to the Company.



     (d) If at any time:



          (i) the Trustee shall fail to comply with Section 6.08 above with respect to any series of
Securities after written request therefor by the Company or by any Securityholder who has been a
bona fide Holder of a Security of that series for at least 6 months, or



          (ii) the Trustee shall cease to be eligible under Section 6.09 above with respect to any
series of Securities and shall fail to resign after written request therefor by the Company or by
any such Securityholder, or



          (iii) the Trustee shall become incapable of acting with respect to any series of Securities,
or



          (iv) the Trustee 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 (A) the Company may remove the Trustee, with respect to the series or, in the case
of clause (iv), with respect to all series, or (B) subject to Section 5.14, any Securityholder who
has been a bona fide Holder of a Security of such series for at least 6 months may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect to the series or, in
the case of clause (iv), with respect to all series.



     (e) If the Trustee shall resign, be removed or become incapable of acting with respect to any
series of Securities, or if a vacancy shall occur in the office of Trustee with respect to any
series of Securities for any cause, the Company shall promptly appoint a successor Trustee for that
series of Securities. If, within one year after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be
appointed by Act of the Holders of 66 2/3% in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect
to such series and supersede the successor Trustee appointed by the Company with respect to such
series. If no successor Trustee with respect to such series shall have been so appointed by the
Company or the Securityholders of such series and accepted appointment in the



41









 




manner hereinafter
provided, any Securityholder who has been bona fide Holder of a Security of that series for at
least 6 months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to such series.




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



     Section 6.11 Acceptance of Appointment by Successor. Every successor Trustee
appointed hereunder with respect to all series of Securities shall execute, acknowledge and deliver
to the Company and to the predecessor Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the predecessor 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 predecessor Trustee with respect to any such series; but,
on request of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of
its reasonable charges, if any, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the predecessor Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such predecessor
Trustee hereunder.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee
with respect to the Securities of any applicable series shall execute and deliver an indenture
supplemental hereto which (1) shall contain such provisions as shall be deemed necessary or
desirable to transfer and to conform to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series
as to which the appointment of such successor Trustee relates and (2) if the predecessor Trustee is
not retiring with respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor Trustee is not
being succeeded shall continue to be vested in the predecessor 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 Securities of that or those series to
which the appointment of such successor Trustee relates; and, 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



42









 




with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates.




     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 the first or second preceding paragraph, as the case may be.



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



     Section 6.12 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation shall be otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then in office, any
successor Trustee by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.



     Section 6.13 Preferential Collection of Claims Against Company. If and when the
Trustee shall be or shall become a creditor, of the Company (or of any other obligor upon the
Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Company (or against any such other obligor, as the case may
be).



     Section 6.14 Appointment of Authenticating Agent. At any time when any of the
Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and, if other than the Company itself, 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,



43









 




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, if other than the Company, 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, if
other than the Company, 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, with the approval of the Company, may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will serve, as their names
and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance
of its appointment hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



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



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



	 	 	 	 	 
	U.S. Bank National Association, as Trustee	 	 
	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	As Authenticating Agent:	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Officer:	 	 






44









 





ARTICLE VII

SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




     Section 7.01 Company to Furnish Trustee Names and Addresses of Securityholders. The
Company will furnish or cause to be furnished to the Trustee:



     (a) semiannually, not more than 15 days after January 1 and July 1 in each year, in such form
as the Trustee may reasonably require, a list of the names and addresses of the Holders of
Securities of each series as of such date, and



     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished, provided that if the Trustee shall be
the Security Registrar for such series, such list shall not be required to be furnished.



     Section 7.02 Preservation of Information; Communications to Securityholders.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of Securities contained in the most recent list furnished to the Trustee
as provided in Section 7.01 and the names and addresses of Holders of Securities received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.



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



          (i) afford such applicants access to the information preserved at the time by the Trustee in
accordance with Section 7.02(a), or



          (ii) inform such applicants as to the approximate number of Holders of Securities of such
series or all Securities, as the case may be, whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02(a), and as to the approximate
cost of mailing to such Securityholders the form of proxy or other communication, if any, specified
in such application.



     If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of
such series or to all Securityholders, as the case may be, whose names and
addresses appear in the information preserved at the time by the Trustee in accordance with
Section 7.02(a), a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the material to be mailed and
of payment, or provision



45









 




for the payment, of the reasonable expenses of mailing, unless within five
days after such tender, the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or all Securityholders, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of
an order sustaining one or more of such objections, the Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all Securityholders of such
series or all Securityholders, as the case may be, with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.




     (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders of Securities in
accordance with Section 7.02(b), regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 7.02(b).



     Section 7.03 Reports by Trustee.



     (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each January 15 following the date of this Indenture, deliver
to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such
January 15, which complies with the provisions of such Section 313(a).



     (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with the Commission and
with the Company as required by Trust Indenture Act Section 313(d). The Company will promptly
notify the Trustee when any Securities are listed on any stock exchange.



     Section 7.04 Reports by Company. The Company will:



     (a) file with the Trustee, within 30 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company
is not required to file information, documents or reports pursuant to either of said Sections, then
it will file with 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



46









 




the Securities Exchange Act
of 1934 in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




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



     (c) transmit by mail to all Securityholders, as their names and addresses appear in the
Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company pursuant to paragraphs (a)
and (b) of this Section as may be required by rules and regulations prescribed from time to time by
the Commission.



ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




     Section 8.01 Company May Consolidate, etc., Only on Certain Terms. The Company shall
not consolidate with or merge into any other corporation or convey or transfer all or substantially
all of its properties and assets and the properties and assets of the Subsidiaries, taken as a
whole, to any Person, unless;



     (a) either the Company shall be the continuing corporation, or the corporation formed by such
consolidation or into which the Company is merged or the Person which acquires by conveyance or
transfer all or substantially all of the properties and assets of the Company and the Subsidiaries,
taken as a whole, shall be a corporation organized and existing under the laws of the United States
of America or any State 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, premium, if any, and interest, if any, on all the
Securities and the performance of every covenant of this Indenture on the part of the Company to be
performed or observed;



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



     (c) the Company has delivered to the Trustee an Opinion of Counsel as conclusive evidence that
any such consolidation, merger, conveyance or transfer and any assumption permitted or required by
this Article complies with the provisions of this Article.



     Section 8.02 Successor Corporation Substituted. Upon any consolidation or merger, or
any conveyance or transfer of all or substantially all of the properties and assets of the Company
in accordance with Section 8.01, the successor corporation formed by such consolidation or into
which the Company is merged or the Person to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been named as the Company
herein and the Company shall thereupon be released from all



47









 




obligations hereunder and under the
Securities. Such successor corporation thereupon may cause to be signed and may issue any or all
of the Securities issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All of the Securities so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities had been issued at the date of
the execution hereof.




     In case of any such consolidation, merger, sale or conveyance such changes in phraseology and
form (but not in substance) may be made in the Securities thereafter to be issued as may be
appropriate.



ARTICLE IX

SUPPLEMENTAL INDENTURES




     Section 9.01 Supplemental Indentures Without Consent of Securityholders. Without the
consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the
Trustee, for any of the following purposes:



     (a) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by any such successor of the covenants, agreements and obligations
of the Company pursuant to Article 8 hereof; or



     (b) to add to the covenants of the Company such further covenants, restrictions or conditions
for the protection of the Holders of the Securities of any or all series as the Company and the
Trustee shall consider to be for the protection of the Holders of the Securities of any or all
series or to surrender any right or power herein conferred upon the Company (and if such covenants
or the surrender of such right or power are to be for the benefit of less than all series of
Securities, stating that such covenants are expressly being included or such surrenders are
expressly being made solely for the benefit of one or more specified series); or



     (c) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein or in any supplemental indenture, or to make any other
provisions with respect to matters or questions arising under this Indenture that do not adversely
affect the interests of the Holders of Securities of any series in any material respect; or



     (d) to add to this Indenture such provisions as may be expressly permitted by the TIA,
excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the
date as of which this instrument is executed or any corresponding provision in any similar federal
statute hereafter enacted; or



     (e) to add guarantors or co-obligors with respect to any series of Securities; or



48









 





     (f) to secure any series of Securities; or



     (g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the
issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms
thereof, and/or to add to the rights of the Holders of the Securities of any series; or



     (h) to evidence and provide for the acceptance of appointment by another corporation as a
successor Trustee hereunder with respect to one or more series of Securities and to add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to Section 6.11
hereof; or



     (i) to add any additional Events of Default in respect of the Securities of any or all series
(and if such additional Events of Default are to be in respect of less than all series of
Securities, stating that such Events of Default are expressly being included solely for the benefit
of one or more specified series); or



     (j) to comply with the requirements of the Commission in connection with the qualification of
this Indenture under the TIA; or



     (k) to make any change in any series of Securities that does not adversely affect in any
material respect the interests of the Holders of such Securities.



     Section 9.02 Supplemental Indentures With Consent of Securityholders. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture or indentures,
by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may
from time to time and at any time 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 any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:



     (a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or
interest payable on any Security, or reduce the principal amount thereof, or any amount of interest
or premium payable thereon, or



     (b) change the method of computing the amount of principal of any Security or any interest
payable thereon on any date, or change any Place of Payment where, or the coin or currency in
which, any Security or any payment of premium or interest thereon is payable, or



     (c) impair the right to institute suit for the enforcement of any payment described in clauses
(a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case
of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may
be; or



     (d) change or waive the redemption or repayment provisions of any series;



49









 





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



     (f) modify any of the provisions of this Section, Section 5.13 or Section 10.07, except to
increase any such percentage or to provide that certain other provisions of this Indenture cannot
be modified or waived without the consent of the Holder of each Outstanding Security affected
thereby; provided, however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to “the Trustee” and concomitant changes in this
Section and Section 10.07, or the deletion of this proviso, in accordance with the requirements of
Sections 6.11 and 9.01(h); or



     (g) adversely affect the ranking or priority of any series;



     (h) release any guarantor or co-obligor from any of its obligations under its guarantee of the
Securities or this Indenture, except in compliance with the terms of this Indenture; or



     (i) waive any Event of Default pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(c)
hereof with respect to such Security.



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



     It shall not be necessary for any Act of Securityholders under this Section 9.02 to approve
the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     Section 9.03 Execution of Supplemental Indentures. Upon request of the Company and
upon filing with the Trustee of evidence of an Act of Securityholders as aforementioned, the
Trustee shall join with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee’s own rights, powers, trusts, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture. 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 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by this Indenture.



     Section 9.04 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be and be deemed to be modified and
amended in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and the respective rights, limitation of rights, duties, powers, trusts
and immunities under this Indenture of the Trustee, the Company, and every Holder of Securities



50









 





theretofore or thereafter authenticated and delivered hereunder shall be determined, exercised and
enforced thereunder to the extent provided therein.



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



     Section 9.06 Reference in Securities to Supplemental Indentures. Securities of any
series authenticated and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company,
to any modification of this Indenture contained in any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.



ARTICLE X

COVENANTS




     Section 10.01 Payment of Principal, Premium and Interest. With respect to each series
of Securities, the Company will duly and punctually pay or cause to be paid the principal, premium,
if any, and interest, if any, on such Securities in accordance with their terms and this Indenture,
and will duly comply with all the other terms, agreements and conditions contained in the Indenture
for the benefit of the Securities of such series.



     Section 10.02 Maintenance of Office or Agency. So long as any of the Securities
remain outstanding, the Company will maintain an office or agency in each Place of Payment where
Securities may be presented or surrendered for payment, where Securities may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and of any change in the location, of such office or agency.
If at any time the Company shall fail to maintain such office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee its agent to receive all such presentations, surrenders, notices and demands.



     Section 10.03 Money or Security Payments to Be Held in Trust. If the Company shall at
any time act as its own Paying Agent for any series of Securities, it will, on or before each due
date of the principal, premium, if any, or interest, if any, on any of the Securities of such
series, segregate and hold in trust for the benefit of the Holders of the Securities of such series
a sum sufficient to pay such principal, premium, or interest so becoming due until such sums shall
be paid to such Holders of such Securities or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal, premium, if any, or interest, if any, on any
Securities of such series, deposit with a Paying Agent a sum sufficient to pay such



51









 




principal,
premium, or interest so becoming due, such sum to be held in trust for the benefit of the Holders
of the Securities entitled to the same and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.




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



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



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



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



     The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture with respect to any series of Securities 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 in respect of each and every series of Securities as to which it seeks to
discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in
respect of all Securities, 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.



     Section 10.04 Certificate to Trustee. The Company will deliver to the Trustee within
120 days after the end of each fiscal year, an Officers’ Certificate, one of whose signatories
shall be the Company’s principal executive, accounting or financial officer, stating that in the
course of the performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance of any of its covenants,
conditions or agreements contained herein (without regard to any period of grace or requirement of
notice provided hereunder), stating whether or not they have knowledge of any such default and, if
so, specifying each such default of which the signers have knowledge and the nature thereof.



     Section 10.05 Corporate Existence. Subject to Article 8 the Company will do or cause
to be done all things necessary to preserve and keep in full force and effect its corporate
existence.



     Section 10.06 Limitation on Liens; Limitation on Sale and Leaseback Transactions.



     (a) The provisions of this Section 10.06(a) shall apply to the Securities of each series
unless specifically otherwise provided in or pursuant to a Board Resolution or indenture



52









 




supplemental hereto provided pursuant to Section 3.01. The Company will not at any time directly
or indirectly incur, issue, assume, or guarantee and will not cause or permit a Subsidiary directly
or indirectly to incur, issue, assume or guarantee, any Indebtedness if such Indebtedness is
secured by a Mortgage upon Principal Property or upon any capital stock of any Subsidiary that owns
Principal Property or upon any Indebtedness, to the Company or another Subsidiary, of any
Subsidiary that owns Principal Property, whether now owns or hereafter acquired, without making
effective provision (and the Company covenants that in such case it will make or cause to be made
effective provision) whereby the then outstanding Securities and any other Indebtedness
of the Company then entitled thereto shall be secured by such Mortgage equally and ratably
with any and all other Indebtedness thereby secured, so long as any such Indebtedness shall be so
secured; provided, however, that the foregoing covenant in this Section 10.06(a) shall not be
applicable to other Indebtedness secured by any of the following:




                    (1) Mortgages affecting property of any Person existing at the time such Person becomes a
Subsidiary or at the time it is acquired (whether by merger, consolation or otherwise) by the
Company or a Subsidiary or arising thereafter under contractual commitments entered into prior to
and not in contemplation of such Person’s becoming a Subsidiary or being acquired by the Company or
a Subsidiary;



                    (2) Mortgages existing at the time of acquisition of the property affected thereby, or
Mortgages incurred to secure payment of all or part of the purchase price of such property or to
secure Indebtedness incurred prior to, at the time of or within 180 days after, the acquisition of
such property for the purpose of financing all or part of the purchase price thereof (provided such
Mortgages are limited to such property and improvements thereto);



                    (3) Mortgages, placed into effect prior to, at the time of or within 180 days of completion
of, construction of new facilities (or any improvements to existing facilities) to secure all or
part of the cost of construction or improvement of such facilities, or to secure Indebtedness
incurred to provide funds for any such purpose (provided such Mortgages are limited to the property
or portion thereof upon which the construction being so financed occurred and improvements the cost
of construction of which is being so financed);



                    (4) Pledges or deposits in the ordinary course of business and in connection with bids,
tenders, contracts or statutory obligations or to secure surety or performance bonds;



                    (5) Mortgages imposed by law, such as carriers’, warehousemen’s, and mechanics and
materialmen’s liens, arising in the ordinary course of business;



                    (6) Mortgages for taxes or assessments or governmental charges or levies, so long as such
taxes or assessments or governmental charges or levies are not due and payable, or the same can be
paid thereafter without penalty, or the same are being contested in good faith;



                    (7) Minor encumbrances, easements or reservations which do not in the aggregate materially
adversely affect the value of the properties or impair their use;



53









 





                    (8) Mortgages in respect of judgments that do not result in an Event of Default pursuant to
Section 5.01;



                    (9) Mortgages which secure only debt owing by a Subsidiary to the Company or to a Subsidiary;



                    (10) Mortgages required by any contract or statute in order to permit the Company or a
Subsidiary to perform any contract or subcontract made by it with or at the request of the Untied
States of America or any State, or any department, agency, instrumentality or political subdivision
of any of the foregoing or the District of Columbia, and Mortgages on property owned or leased by
the Company or a Subsidiary (i) to secure any debt incurred for the purpose of financing (including
any industrial development bond financing) all or any part of the purchase price or the cost of
constructing, expanding or improving the property subject thereto (provided such Mortgages are
limited to the property or portion thereof upon which the construction being so financed occurred
and the improvements, the cost of construction of which is being so financed), or (ii) needed to
permit the attachment or removal of any equipment designed primarily for the purpose of air or
water pollution control, provided that such Mortgages shall not extend to other property or assets
of the Company or any Subsidiary;



                    (11) Landlord’s liens on property held under lease;



                 
   (12) Mortgages, if any, in existence on April 2, 2007;



                    (13) any extension, renewal, replacement or refundings (or successive extensions, renewals,
replacements or refundings), in whole or in part, of any Mortgage referred to in the foregoing
clauses (1) to (12), inclusive of any Indebtedness secured thereby, provided that the principal
amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so
secured at the time of such extension, renewal or replacement.



          Notwithstanding the foregoing provisions of this Section 10.06(a), the Company or any of its
Subsidiaries shall be entitled to incur, issue, assume or guarantee Indebtedness secured by a
Mortgage which is not excepted by clauses (1) – (13) above without equally and ratably securing the
Securities, provided that the aggregate amount of all Indebtedness then outstanding secured by such
Mortgage plus all Attributable Debt of the Company and its Subsidiaries in respect of Sale and
Lease-Back Transactions (other than Sale and Lease-Back Transactions to which the exception in
Section 10.06(b)(2) is applicable) does not exceed 15% of the Consolidated Net Assets of the
Company.



     (b) The following provisions shall apply to the Securities of each series unless specifically
otherwise provided in or pursuant to a Board Resolution or indenture supplemental hereto provided
pursuant to Section 3.01. The Company will not, and will not permit any Subsidiary to, enter into
any arrangement with any Person providing for the leasing by the Company or a Subsidiary of
Principal Property acquired or placed into service more than 180 days prior to such arrangement
(except for leases of three years or less), whereby such property has been or is to be sold or
transferred by the Company or any Subsidiary to such Person (herein referred to as a “Sale and
Lease-Back Transaction”), unless either:




54










 





          (1) the Company or any Subsidiary would, at the time of entering into such Sale and Lease-Back
Transaction, be entitled to incur, issue, assume or guarantee Indebtedness secured by a Mortgage on
the property to be leased in an amount at least equal to the Attributable Debt in respect of such
Sale and Lease-Back Transaction without equally and ratably securing the Securities pursuant to
Section 10.06(a), or




          (2) the Company applies an amount equal to the net proceeds from the sale of the Principal
Property so leased to the retirement or prepayment (other than any mandatory retirement or
prepayment) of the Company’s Funded Debt, or to the acquisition, development or improvement of
Principal Property, within 180 days of the effective date of any such Sale and Lease-Back
Transaction, provided that the amount to be applied to the retirement or prepayment of Funded Debt
of the Company shall be reduced by the principal amount of any Securities delivered by the Company
to the Trustee within 180 days after such Sale and Lease-Back Transaction for retirement and
cancellation,




provided, further the covenant contained in this Section 10.06(b) shall not apply to, and there
shall be excluded from Attributable Debt in any computation under Section 10.06(a) or this Section
10.06(b), Attributable Debt with respect to any Sale and Lease-Back Transaction if:




          (1) such Sale and Lease-Back Transaction is entered into in connection with transactions which
are part of an industrial development or pollution control financing or;




          (2) the only parties involved in such Sale and Lease-Back Transaction are the Company and any
Subsidiary or any Subsidiaries.




     Section 10.07 Waiver of Certain Covenants. The Company may omit in respect of any
series of Securities, in any particular instance, to comply with any covenant or condition set
forth in Section 10.06, if before or after the time for such compliance the Holders of at least a
majority in principal amount of the Securities at the time Outstanding of such series shall, by Act
of such Securityholders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, provided that no waiver by the Holders of the
Securities of such series shall extend to or affect such covenant or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition shall remain in full
force and effect.



ARTICLE XI

REDEMPTION OF SECURITIES




     Section 11.01 Applicability of Article. The Company may reserve the right to redeem
and pay before the Scheduled Maturity Date all or any part of the Securities of any series, either
by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision
therefor in the form of Security for such series established and approved pursuant to Section 2.02
and 2.03 or as otherwise provided in Section 3.01, and on such terms as are specified in such form
or in the indenture supplemental hereto with respect to Securities of such series as provided in
Section 3.01. Redemption of Securities of any series shall be made in



55









 




accordance with the terms of such Securities and, to the extent that this Article does not
conflict with such terms, the succeeding Sections of this Article.




     Section 11.02 Election to Redeem; Notice to Trustee. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant
to an election of the Company which is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’
Certificate evidencing compliance with such restriction or condition.



     Section 11.03 Selection by Trustee of Securities to be Redeemed. If fewer than all
the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate, which may include provision for the selection for redemption of portions
of the principal of Securities of such series of a denomination larger than the minimum authorized
denomination for Securities of that series. Unless otherwise provided in the terms of a particular
series of Securities, the portions of the principal of Securities so selected for partial
redemption shall be equal to the minimum authorized denomination of the Securities of such series,
or an integral multiple thereof, and the principal amount which remains outstanding shall not be
less than the minimum authorized denomination for Securities of such series.



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



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



     Section 11.04 Notice of Redemption. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his or her address appearing in
the Security Register on the applicable Record Date.



     All notices of redemption shall state:



          (1) the Redemption Date;




          (2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof;




56









 





          (3) if fewer than all Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the respective principal amounts) of the
Securities to be redeemed, from the Holder to whom the notice is given and that on and after the
date fixed for redemption, upon surrender of such Security, a new Security or Securities of the
same series in the aggregate principal amount equal to the unredeemed portion thereof will be
issued in accordance with Section 11.07;




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




          (5) the place where such Securities are to be surrendered for payment of the Redemption Price,
which shall be the office or agency maintained by the Company in the Place of Payment pursuant to
Section 10.02 hereof; and




          (6) that the redemption is on account of a sinking or purchase fund, or other analogous
obligation, if that be the case.




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



     Section 11.05 Deposit of Redemption Price. On or prior to any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date.



     Section 11.06 Securities Payable on Redemption Date. Notice of Redemption having been
given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date (unless the Company
shall default in the payment of the Redemption Price) such Securities shall cease to bear interest.
Upon surrender of such Securities for redemption in accordance with the notice, such Securities
shall be paid by the Company at the Redemption Price. Any installment of interest due and payable
on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as
such on the relevant Record Date according to the terms and the provisions of Section 3.07 above;
unless, with respect to an Interest Payment Date that falls on a Redemption Date, such Securities
provide that interest due on such date is to be paid to the Person to whom principal is payable.



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



     Section 11.07 Securities Redeemed in Part. Any Security that is to be redeemed only
in part shall be surrendered at the office or agency maintained by the Company in the Place of
Payment pursuant to Section 10.02 hereof with respect to that series (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory



57









 




to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security without service charge and at the expense of the Company, a new
Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any
authorized denomination as requested by such Holders in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered.




     Section 11.08 Provisions with Respect to any Sinking Funds. Unless the form or terms
of any series of Securities shall provide otherwise, in lieu of making all or any part of any
mandatory sinking fund payment with respect to such series of Securities in cash, the Company may
at its option (a) deliver to the Trustee for cancellation any Securities of such series theretofore
acquired by the Company, or (b) receive credit for any Securities of such series (not previously so
credited) acquired or redeemed by the Company (other than through operation of a mandatory sinking
fund) and theretofore delivered to the Trustee for cancellation, and if it does so then (i)
Securities so delivered or credited shall be credited at the applicable sinking fund Redemption
Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding
each sinking fund Redemption Date with respect to such series of Securities, the Company will
deliver to the Trustee (A) an Officers’ Certificate specifying the portions of such sinking fund
payment to be satisfied by payment of cash and by the delivery or credit of Securities of such
series acquired or redeemed by the Company, and (B) such Securities, to the extent not previously
surrendered. Such Officers’ Certificate shall also state the basis for any such credit and that
the Securities for which the Company elects to receive credit have not been previously so credited
and were not acquired by the Company through operation of the mandatory sinking fund, if any,
provided with respect to such Securities and shall also state that no Event of Default with respect
to Securities of such series has occurred and is continuing. All Securities so delivered to the
Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof.



     If the sinking fund payment or payments (mandatory or optional) with respect to any series of
Securities made in cash plus any unused balance of any preceding sinking fund payments with respect
to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company
shall so request), unless otherwise provided by the terms of such series of Securities, that cash
shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of
such series next following the date of such payment to the redemption of Securities of such series
at the applicable sinking fund Redemption Price with respect to Securities of such series, together
with accrued interest, if any, to the date fixed for redemption, with the effect provided in
Section 11.06. The Trustee shall select, in the manner provided in Section 11.03, for redemption
on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to
utilize that cash and shall thereupon cause notice of redemption of the Securities of such series
for the sinking fund to be given in the manner provided in Section 11.04 (and with the effect
provided in Section 11.06) for the redemption of Securities in part at the option of the Company.
Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Securities
of such series shall be added to the next cash sinking fund payment with respect to Securities of
such series received by the Trustee and, together with such payment, shall be applied in accordance
with the provisions of this Section 11.08. Any and all sinking fund moneys with respect to
Securities of any series held by the Trustee at the Maturity of Securities of such series, and not
held for the payment or redemption



58









 




of particular Securities of such series, shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal
of the Securities of such series at Maturity.




     On or before each sinking fund Redemption Date provided with respect to Securities of any
series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any,
to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date
pursuant to this Section 11.08.



     The Trustee shall not redeem any Securities with sinking fund moneys or give any notice of
redemption of Securities by operation of the applicable sinking fund during the continuance of a
default in payment of interest on Securities of such series or of any Event of Default with respect
to such series, except that if the notice of redemption of any Securities shall theretofore have
been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if
cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance
with the terms of this Article 11. Except as aforesaid, any moneys in the sinking fund with
respect to Securities of any series at the time when any such default or Event of Default with
respect to such series shall occur, and any moneys thereafter paid into such sinking fund shall,
during the continuance of such default or Event of Default with respect to such series, be held as
security for the payment of all Securities of such series; provided, however, that in case such
default or Event of Default with respect to such series shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such
moneys may be applied pursuant to the provisions of this Section 11.08.



ARTICLE XII

REPAYMENT AT OPTION OF HOLDERS




     Section 12.01 Applicability of Article. Repayment of Securities of any series before
their Scheduled Maturity Date at the option of Holders thereof shall be made in accordance with the
terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for
Securities of any series) in accordance with this Article.



     Section 12.02 Repayment of Securities. Securities of any series subject to repayment
in whole or in part at the option of the Holders thereof will, unless otherwise provided in the
terms of such Securities, be repaid at a price equal to the principal amount thereof, together with
interest thereon accrued to the Repayment Date specified in the terms of such Securities. On or
before the Repayment Date, the Company will deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section
10.03) an amount of money sufficient to pay the Repayment Price of all the Securities which are to
be repaid on such date.



     Section 12.03 Exercise of Option. Securities of any series subject to repayment at
the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse
of such Securities. To be repaid at the option of the Holder, any Security so providing for such
repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed
by the Holder, must be received by the Company at the Place of Payment therefor specified in the
terms of such Security (or at such other place or places of



59









 




which the Company shall from time to time notify the Holders of such Securities) not earlier
than 30 days nor later than 15 days prior to the Repayment Date. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of $1,000 unless otherwise specified
in the terms of such Security, and the denomination or denominations of the Security or Securities
to be issued to the Holder for the portion of the principal amount of such Security surrendered
that is not to be repaid must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part, if, following such
repayment, the unpaid principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is a part. Except as
otherwise may be provided by the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived
by the Company.




     Section 12.04 When Securities Presented for Repayment Become Due and Payable. If
Securities of any series providing for repayment at the option of the Holders thereof shall have
been surrendered as provided in this Article and as provided by the terms of such Securities, such
Securities or the portions thereof, as the case may be, to be repaid shall become due and payable
and shall be paid by the Company on the Repayment Date therein specified, and on and after such
Repayment Date (unless the Company shall default in the payment of such Securities on such
Repayment Date) interest on such Securities or the portions thereof, as the case may be, shall
cease to accrue.



     Section 12.05 Securities Repaid in Part. Upon surrender of any Security which is to
be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Security, without service charge and at the expense of the Company, a new
Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any
authorized denomination specified by the Holder, in an aggregate principal amount equal to and in
exchange for the portion of the principal of such Security so surrendered which is not to be
repaid.



ARTICLE XIII

SUBORDINATION OF SUBORDINATED SECURITIES




     Section 13.01 Agreement To Subordinate. The Company covenants and agrees, and each
Holder of any Subordinated Security issued hereunder by his acceptance thereof, whether upon
original issue or upon transfer or assignment, likewise covenants and agrees, that the principal of
(and premium, if any) and interest on each and all of the Subordinated Securities issued hereunder
are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right
of payment to the prior payment in full of all Senior Indebtedness.



     Section 13.02 Payment On Dissolution, Liquidation Or Reorganization; Default On Senior
Indebtedness. Upon any payment or distribution of assets or securities of the Company of any
kind or character, whether in cash, property or securities, upon any dissolution or winding up or
total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or
in bankruptcy, insolvency, receivership or other similar proceedings, or upon any assignment for
the benefit of creditors or any other marshalling of the assets and liabilities of the Company



60









 




or otherwise, all principal of (and premium, if any) and interest then due upon all Senior
Indebtedness shall first be paid in full, or payment thereof provided for in money or money’s
worth, before the Holders of the Subordinated Securities or the Trustee on their behalf shall be
entitled to receive any assets or securities (other than shares of stock of the Company as
reorganized or readjusted or securities of the Company or any other corporation provided for by a
plan of reorganization or readjustment, junior to, or the payment of which is subordinated at least
to the extent provided in this Article to the payment of, all Senior Indebtedness which may at the
time be outstanding or any securities issued in respect thereof under any such plan of
reorganization or readjustment) in respect of the Subordinated Securities (for principal, premium
or interest). Upon any such dissolution or winding up or liquidation or reorganization, any
payment or distribution of assets or securities of the Company of any kind or character, whether in
cash, property or securities (other than as aforesaid), to which the Holders of the Subordinated
Securities or the Trustee on their behalf would be entitled, except for the provisions of this
Article, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, direct to the holders of Senior
Indebtedness or their representatives to the extent necessary to pay all Senior Indebtedness in
full, in money or money’s worth, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing, the
Trustee or the Holder of any Subordinated Security shall, under the circumstances described in the
two preceding sentences, have received any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities (other than as aforesaid)
before all Senior Indebtedness is paid in full or payment thereof provided for in money or money’s
worth, and if such fact shall then have been made known to the Trustee or, as the case may be, such
Holder, then such payment or distribution of assets or securities of the Company shall be paid over
or delivered forthwith to the receiver, trustee in bankruptcy, liquidating trustee, agent or other
person making payment or distribution of assets or securities of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.




     Subject to the payment in full, in money or money’s worth, of all Senior Indebtedness, the
Holders of the Subordinated Securities (together with the holders of any indebtedness of the
Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness
and which is not subordinate in right of payment to the Subordinated Securities) shall be
subrogated to the rights of the holders of Senior Indebtedness to receive payments or distribution
of assets or securities of the Company applicable to Senior Indebtedness until the principal of
(and premium, if any) and interest on the Senior Indebtedness shall be paid in full. No such
payments or distributions applicable to Senior Indebtedness shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the Subordinated
Securities, be deemed to be a payment by the Company to or on account of the Subordinated
Securities, it being understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of the Subordinated Securities, on the
one hand, and the holders of Senior Indebtedness, on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall
impair, as between the Company and the Holders of Subordinated Securities, the obligation of the
Company, which is unconditional and absolute, to pay to the Holders of the Subordinated Securities
the principal of (and premium, if any) and interest on the Subordinated



61









 




Securities as and when the same shall become due and payable in accordance with their terms,
or to affect (except to the extent specifically provided above in this paragraph) the relative
rights of the Holders of the Subordinated Securities and creditors of the Company other than the
holders of Senior Indebtedness. Nothing contained herein shall prevent the Trustee or the Holder
of any Subordinated Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this Article, of the
holders of Senior Indebtedness in respect of assets or securities of the Company of any kind or
character, whether cash, property or securities, received upon the exercise of any such remedy.




     Upon any payment or distribution of assets or securities of the Company referred to in this
Article, the Trustee and the Holders of the Subordinated Securities shall be entitled to rely upon
any order or decree of a court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, and upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making any such payment or
distribution, delivered to the Trustee or to the Holders of the Subordinated Securities for the
purpose of ascertaining the persons entitled to participate in such distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article.



     If:



          (i) there shall have occurred a default in the payment on account of the principal of (or
premium, if any) or interest on or other monetary amounts due and payable on any Senior
Indebtedness, or




          (ii) any other default shall have occurred concerning any Senior Indebtedness which permits
the holder or holders thereof to accelerate the maturity of such Senior Indebtedness following
notice, the lapse of time, or both, or




          (iii) during any time Senior Indebtedness is outstanding, the principal of, and accrued
interest on, any series of Subordinated Securities shall have been declared due and payable upon an
Event of Default pursuant to Section 5.02 hereof (and such declaration shall not have been
rescinded or annulled pursuant to this Indenture); then, unless and until such default shall have
been cured or waived or shall have ceased to exist, or such declaration shall have been waived,
rescinded or annulled, no payment shall be made by the Company on account of the principal (or
premium, if any) or interest on the Subordinated Securities.




     The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a representative of such holder or a
trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may
have been issued) to establish that such notice has been given by a holder of such Senior
Indebtedness or such representative or trustee on behalf of such holder. In the event that the
Trustee determines in good faith that further evidence is required with respect to the right of any
Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 13, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such



62









 




Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the right of such Person under this Article 13, and,
if such evidence is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment or distribution.




     Section 13.03 Payment Prior To Dissolution Or Default. Nothing contained in this
Article or elsewhere in this Indenture, or in any of the Subordinated Securities, shall prevent (a)
the Company, at any time except under the conditions described in Section 13.02 or during the
pendency of any dissolution or winding up or total or partial liquidation or reorganization
proceedings therein referred to, from making payments at any time of principal of (or premium, if
any) or interest on Subordinated Securities or from depositing with the Trustee or any Paying Agent
moneys for such payments, or (b) the application by the Trustee or any Paying Agent of any moneys
deposited with it under this Indenture to the payment of or on account of the principal of (or
premium, if any) or interest on Subordinated Securities to the Holders entitled thereto if such
payment would not have been prohibited by the provisions of Section 13.02 on the day such moneys
were so deposited.



     Notwithstanding the provisions of Section 13.01 or any other provision of this Indenture, the
Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Senior
Indebtedness, or of the occurrence of any default with respect to Senior Indebtedness of the
character described in Section 13.02, or of any other facts which would prohibit the making of any
payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee shall
have received, no later than three Business Days prior to such payment, written notice thereof from
the Company or from a holder of such Senior Indebtedness and the Trustee shall not be affected by
any such notice which may be received by it on or after such third Business Day.



     Section 13.04 Securityholders Authorize Trustee To Effectuate Subordination of
Securities. Each Holder of Subordinated Securities by his or her acceptance thereof authorizes
and expressly directs the Trustee on his or her behalf to take such action in accordance with the
terms of this Indenture as may be necessary or appropriate to effectuate the subordination
provisions contained in this Article 13 and to protect the rights of the Holders of Subordinated
Securities pursuant to this Indenture, and appoints the Trustee his or her attorney-in-fact for
such purpose.



     Section 13.05 Right Of Trustee To Hold Senior Indebtedness. The Trustee shall be
entitled to all of the rights set forth in this Article 13 in respect of any Senior Indebtedness at
any time held by it to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.



     Section 13.06 Article 13 Not To Prevent Events Of Default. The failure to make a
payment on account of principal of, premium, if any, or interest on the Subordinated Securities by
reason of any provision of this Article 13 shall not be construed as preventing the occurrence of
an Event of Default under Section 6.01 or an event which with the giving of notice or lapse of
time, or both, would become an Event of Default or in any way prevent the Holders of Subordinated
Securities from exercising any right hereunder other than the right to receive payment on the
Subordinated Securities.



63









 





     Section 13.07 No Fiduciary Duty Of Trustee To Holders Of Senior Indebtedness. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and
shall not be liable to any such holders (other than for its willful misconduct, bad faith or
negligence) if it shall in good faith mistakenly pay over or distribute to the Holders of
Subordinated Securities or the Company or any other Person, cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article 13 or otherwise.
Nothing in this Section 13.06 shall affect the obligation of any other such Person to hold such
payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or
their representative.



(signature page follows)




64









 





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



	 	 	 	 	 	 	 
	 	 	BROWN-FORMAN CORPORATION
	 
	 

	 	By:	 	/s/ Phoebe A. Wood	 	 
	 


	 	Name:
	 	Phoebe
A. Wood

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice Chairman and Chief Financial
Officer	 	 
	 

	 	 	 	 	 	 





Attest:




	 	 	 	 	 
	By:
	 	/s/ Nelea A. Absher	 	 
	Name:

	 	Nelea
A. Absher

	 	 
	 

	 	 	 	 
	Title:
	 	Assistant Corporate Secretary and
Vice President	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, TRUSTEE
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Charles R. Lush, Jr.	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Charles R. Lush, Jr.	 	 
	 

	 	Title:
	 	Trust
Officer

	 	 
	 

	 	 	 	 	 	 





Attest:




	 	 	 	 	 
	By:
	 	/s/ W. Michael Hanks	 	 
	 

	 	 	 	 
	Name:
	 	W. Michael Hanks	 	 
	 

	 	 	 	 
	Title:
	 	Vice President	 	 
	 

	 	 

	 	 






 









 





	 	 	 
	Commonwealth of Kentucky
	 	 
	 

	 	ss.:
	County of Jefferson
	 	 





On the
                     day of
              , 2007 before me personally came                      to me
known, who, being by me duly sworn, did depose and say that he resides at                     ; that he is                      of U.S. Bank National Association, one of the parties
described in and which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed
by authority of the board of directors of said corporation; and that he signed his name thereto by
like authority.




	 	 	 
	Name
	 	 
	 
	 	 
	 

Notary Public

	 	 






 









 





	 	 	 
	Commonwealth of Kentucky
	 	 
	 

	 	ss.:
	County of Jefferson
	 	 





On the                      day of
              , 2007 before me personally came                     , to me known, who, being by me duly sworn, did depose and say that he resides at
                                        ; that he is the                      of Brown-Forman Corporation,
one of the parties described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to that instrument is such corporate
seal; that it was affixed by authority of the board of directors of said corporation; and that he
signed his name thereto by like authority.




	 	 	 
	Name
	 	 
	 
	 	 
	 

Notary Public

	 	 






 









 





Exhibit A




[FORM OF FACE OF NOTE]




No.




BROWN-FORMAN CORPORATION




[SINKING FUND][NON-SINKING FUND] NOTE DUE




     BROWN-FORMAN CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any successor corporation under
the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
                     or registered assigns, the principal sum of                      on                     , 20         
           , and to pay interest on said
principal sum semi-annually on                      and                      of each year, commencing,                      20        
             , at the rate of
                    % per annum from                     , 20                    , or from the most recent date in respect of which interest has been
paid or duly provided for, until payment of the principal sum has been made or duly provided for.
The interest so payable and punctually paid or duly provided for on any Interest Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Record Date for such Interest
Payment Date, which shall be the fifteenth day (whether or not a New York Business Day) next
preceding such Interest Payment Date. Any such interest that is payable but is not so punctually
paid or duly provided for shall forthwith cease to be payable to the registered Holder on such
Record Date and may either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not earlier than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed and upon such notice as may be required by such exchange, if such
manner of payment shall be deemed practical by the Trustee, all as more fully provided in the
Indenture.



     Payment of the principal of and interest on this Note will be made at the Place of Payment in
such coin or currency of                                          as at the time of payment is legal tender for payment of public
and private debts; provided, however, that payments of interest may be made at the option of the
Company by checks mailed to the addresses of the Persons entitled thereto as such addresses shall
appear in the Security Register.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth at this place. Unless the certificate
of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



A-1









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by manual or
facsimile signature under its corporate seal or a facsimile thereof.



	 	 	 	 	 
	Dated: 	BROWN-FORMAN CORPORATION

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



[seal]




Attest:




	 	 	 
	 


	 	 






A-2









 





[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]




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



	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






A-3









 





[FORM OF REVERSE OF NOTE]




BROWN-FORMAN CORPORATION




NOTE DUE




     This Note is one of a duly authorized issue of debentures, notes or other evidences of
indebtedness of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of                                         , 2007 (herein called
the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (herein called
the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee, and the Holders of the Securities, the terms upon
which the Securities are, and are to be, authenticated and delivered, and the definition of
capitalized terms used herein and not otherwise defined herein. The Securities may be issued in
one or more series, which different series may be issued in various aggregate principal amounts,
may be denominated in different currencies, may mature at different times, may bear interest (if
any) at different rates (which rates may be fixed or variable), may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds
(if any), may be subject to different covenants and Events of Default, and may otherwise vary as
provided in the Indenture. This Note is one of a series of Securities of the Company designated as
set forth on the face hereof (herein called the “Notes”), limited in aggregate principal amount to
                    .



     [The Notes may not be redeemed by the Company prior to maturity except pursuant to the sinking
fund.]



     [The Notes are subject to redemption upon not less than 30 nor more than 60 days’ notice by
mail (1) on                      in any year commencing with the year 20  and
ending with the year 20                     through operation of the sinking fund for the series at a
Redemption Price equal to 100% of the principal amount thereof, and (2) at any time, in whole or in
part, at the election of the Company, at the following Redemption Prices (expressed as percentages
of the principal amount):



     If redeemed during the 12-month period beginning each of the years indicated:



	 	 	 	 	 	 	 
	Years

	 	Price
	 	Years
	 	Redemption Price





and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of
any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date, but interest installments that are due on or prior to such
Redemption Date will be payable to the Holders of record of such Notes or one or more Predecessor
Securities at the close of business on the applicable Record Dates referred to on the face hereof.]




A-4









 





     [Notwithstanding the foregoing, the Company may not, prior to                     , 20                    , redeem any Notes as contemplated by clause (2) of the preceding paragraph as a part of, or
in
anticipation of, any refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with generally accepted
accounting practices) of less than                     % per annum.]



     [The sinking fund provides for the redemption on                      in each year
beginning with the year                      and ending with the year                     
of not less than
                     in principal amount of Notes (“mandatory sinking fund”).
At its option, the Company may make an additional sinking fund payment on or before the due date of
any mandatory sinking fund payment to redeem up to an additional principal amount of Notes on any
such date. The option to make such sinking fund payments in addition to the mandatory sinking fund
is not cumulative and to the extent not availed of in any year will terminate.



     At its option, the Company may credit against any mandatory sinking fund payment the principal
amount of Notes acquired or redeemed by it (other than with mandatory sinking fund payments) and
not previously credited.]



     In the event of redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon cancellation hereof.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected by such amendment or modification. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of Securities of such
series, to waive compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.



     The Indenture contains provisions setting forth certain conditions to the institution of
proceedings by Holders of Securities with respect to the Indenture or for any remedy under the
Indenture.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
amount hereof may be declared due and payable or may be otherwise accelerated in the manner and
with the effect provided in the Indenture.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay



A-5









 




the principal of and interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.




     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registerable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any Place of Payment duly
endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed, by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.



     The Notes are issuable only in registered form without coupons in denominations of
and any integral multiple thereof. As provided in the Indenture and subject to
certain limitations therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration or transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to the presentment of this 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 this Note is
registered as the owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Note is overdue, and neither the Company, the Trustee, nor any
such agent shall be affected by notice to the contrary.



     All terms used in this Note which are defined in the Indenture and are not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



A-6









 





     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]



[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]



the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney
to transfer such Note on the books of the Company, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 





NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the within Note in every particular without alteration or enlargement or any change
whatsoever.





A-7