exv4w1



 





Exhibit 4.1




 

 






GENOMIC HEALTH, INC.




TO




[          ]




Trustee




 






Indenture 




Dated as of l , 2007




 






 

 







 









 








GENOMIC HEALTH, INC.

Reconciliation and tie between Trust Indenture Act of 1939 and

Indenture, dated as of l , 2007




	 	 	 
	Trust Indenture	 	Indenture
	    Act Section    	 	 Sections 
	§ 310(a)(1) 
	 	609
	(a)(2) 
	 	609
	(a)(3) 
	 	Not Applicable
	(a)(4) 
	 	Not Applicable
	(a)(5) 
	 	609
	(b) 
	 	608
	 
	 	610
	§ 311(a) 
	 	613(a)
	(b) 
	 	613(b)
	(b)(2) 
	 	703(a)(2)
	 
	 	703(b)
	§ 312(a) 
	 	701
	 
	 	702(a)
	(b)
	 	702(b)
	(c)
	 	702(c)
	§ 313(a) 
	 	703(a)
	(b)
	 	703(b)
	(c)
	 	703(a), 703(b)
	(d)
	 	703(c)
	§ 314(a) 
	 	704, 1004
	(b)
	 	Not Applicable
	(c)(1)
	 	102
	(c)(2)
	 	102
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	102
	§ 315(a) 
	 	601(a)
	(b)
	 	602
	 
	 	703(a)(7)
	(c)
	 	601(b)
	(d)
	 	601(c)
	(d)(l)
	 	601(a)(1)
	(d)(2)
	 	601(c)(2)
	(d)(3)
	 	601(c)(3)
	(e)
	 	514
	§ 316(a) 
	 	101
	(a)(1)(A)
	 	502
	 
	 	512
	(a)(1)(B)
	 	513
	(a)(2)
	 	Not Applicable
	(b)
	 	508
	(c)
	 	104(g)
	§ 317(a)(l)
	 	503
	(a)(2)
	 	504
	(b)
	 	1003
	§ 318(a) 
	 	107








 




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




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE 

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	6	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	7	 
	SECTION 104. Acts of Holders
	 	 	7	 
	SECTION 105. Notices, Etc. to Trustee and Company
	 	 	8	 
	SECTION 106. Notice to Holders; Waiver
	 	 	9	 
	SECTION 107. Conflict With Trust Indenture Act
	 	 	9	 
	SECTION 108. Effect of Headings and Table of Contents
	 	 	9	 
	SECTION 109. Successors and Assigns
	 	 	9	 
	SECTION 110. Separability Clause
	 	 	9	 
	SECTION 111. Benefits of Indenture
	 	 	9	 
	SECTION 112. Governing Law
	 	 	10	 
	SECTION 113. Legal Holidays
	 	 	10	 
	SECTION 114. Rules by Trustee and Agents
	 	 	10	 
	SECTION 115. No Recourse Against Others
	 	 	10	 
	 
	 	 	 	 
	ARTICLE TWO 

	 
	 	 	 	 
	SECURITY FORMS 

	 
	 	 	 	 
	SECTION 201. Forms Generally
	 	 	10	 
	SECTION 202. Form of Trustee’s Certificate of Authentication
	 	 	10	 
	 
	 	 	 	 
	ARTICLE THREE 

	 
	 	 	 	 
	THE SECURITIES 

	 
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	11	 
	SECTION 302. Denominations
	 	 	13	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	14	 
	SECTION 304. Temporary Securities
	 	 	15	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	15	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	16	 
	SECTION 307. Payment of Interest; Interest Rights Preserved
	 	 	17	 
	SECTION 308. Persons Deemed Owners
	 	 	18	 
	SECTION 309. Cancellation
	 	 	19	 
	SECTION 310. Computation of Interest
	 	 	19	 
	SECTION 311. Global Securities; Exchanges; Registration and Registration of Transfer
	 	 	19	 






i









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 312. Extension of Interest Payment
	 	 	20	 
	 
	 	 	 	 
	ARTICLE FOUR 

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE; DEFEASANCE 

	 
	 	 	 	 
	SECTION 401. Termination of Company’s Obligations
	 	 	20	 
	SECTION 402. Defeasance and Discharge of Indenture
	 	 	21	 
	SECTION 403. Defeasance of Certain Obligations
	 	 	21	 
	SECTION 404. Conditions to Defeasance
	 	 	22	 
	SECTION 405. Application of Trust Money
	 	 	23	 
	SECTION 406. Reinstatement
	 	 	23	 
	 
	 	 	 	 
	ARTICLE FIVE 

	 
	 	 	 	 
	REMEDIES 

	 
	 	 	 	 
	SECTION 501. Events of Default
	 	 	24	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	25	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	25	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	26	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	26	 
	SECTION 506. Application of Money Collected
	 	 	26	 
	SECTION 507. Limitation on Suits
	 	 	27	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	27	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	27	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	27	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	27	 
	SECTION 512. Control by Holders
	 	 	28	 
	SECTION 513. Waiver of Past Defaults
	 	 	28	 
	SECTION 514. Undertaking for Costs
	 	 	28	 
	SECTION 515. Waiver of Stay or Extension Laws
	 	 	28	 
	 
	 	 	 	 
	ARTICLE SIX 

	 
	 	 	 	 
	THE TRUSTEE 

	 
	 	 	 	 
	SECTION 601. Certain Duties and Responsibilities
	 	 	29	 
	SECTION 602. Notice of Defaults
	 	 	29	 
	SECTION 603. Certain Rights of Trustee
	 	 	30	 
	SECTION 604. Not Responsible for Recitals or Issuance of Securities
	 	 	30	 
	SECTION 605. May Hold Securities
	 	 	31	 
	SECTION 606. Money Held in Trust
	 	 	31	 
	SECTION 607. Compensation and Reimbursement
	 	 	31	 
	SECTION 608. Disqualification; Conflicting Interests
	 	 	31	 
	SECTION 609. Corporate Trustee Required; Eligibility
	 	 	31	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 610. Resignation and Removal; Appointment of Successor
	 	 	31	 
	SECTION 611. Acceptance of Appointment by Successor
	 	 	33	 
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	33	 
	SECTION 613. Preferential Collection of Claims Against Company
	 	 	34	 
	SECTION 614. Appointment of Authenticating Agent
	 	 	34	 
	 
	 	 	 	 
	ARTICLE SEVEN 

	 
	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY 

	 
	 	 	 	 
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	35	 
	SECTION 702. Preservation of Information; Communications to Holders
	 	 	36	 
	SECTION 703. Reports by Trustee
	 	 	36	 
	SECTION 704. Reports by Company
	 	 	37	 
	 
	 	 	 	 
	ARTICLE EIGHT 

	 
	 	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 

	 
	 	 	 	 
	SECTION 801. Company May Consolidate, Etc. Only on Certain Terms
	 	 	37	 
	SECTION 802. Successor Substituted for the Company
	 	 	38	 
	 
	 	 	 	 
	ARTICLE NINE 

	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES 

	 
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	38	 
	SECTION 902. Supplemental Indentures With Consent of Holders
	 	 	39	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	40	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	40	 
	SECTION 905. Conformity With Trust Indenture Act
	 	 	40	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	41	 
	SECTION 907. Revocation and Effect of Consents
	 	 	41	 
	SECTION 908. Modification Without Supplemental Indenture
	 	 	41	 
	 
	 	 	 	 
	ARTICLE TEN 

	 
	 	 	 	 
	COVENANTS 

	 
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	41	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	42	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	43	 
	SECTION 1004. Statement by Officers as to Default
	 	 	44	 
	SECTION 1005. Corporate Existence
	 	 	44	 
	SECTION 1006. Maintenance of Properties
	 	 	44	 
	SECTION 1007. Payment of Taxes and Other Claims
	 	 	44	 
	SECTION 1008. Waiver of Certain Covenants
	 	 	44	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE ELEVEN

	 
	 	 	 	 
	REDEMPTION OF SECURITIES 

	 
	 	 	 	 
	SECTION 1101. Applicability of Article
	 	 	45	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	45	 
	SECTION 1103. Selection by Trustee of Securities to Be Redeemed
	 	 	45	 
	SECTION 1104. Notice of Redemption
	 	 	45	 
	SECTION 1105. Securities Payable on Redemption Date
	 	 	46	 
	SECTION 1106. Securities Redeemed in Part
	 	 	47	 
	 
	 	 	 	 
	ARTICLE TWELVE 

	 
	 	 	 	 
	REPAYMENT OF SECURITIES AT OPTION OF HOLDERS 

	 
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	47	 
	SECTION 1202. Notice of Repayment Date
	 	 	47	 
	SECTION 1203. Securities Payable on Repayment Date
	 	 	48	 
	SECTION 1204. Securities Repaid in Part
	 	 	48	 






iv









 





          INDENTURE, dated as of l , 2007, between GENOMIC HEALTH, INC., a corporation duly
organized and existing under the laws of Delaware (herein called the “Company”), having its
principal office at 301 Penobscot Drive, Redwood City, California 94063, and [TRUSTEE] (herein
called the “Trustee”).



Recitals Of The Company




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



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



          NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




          SECTION 101. Definitions. For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires;



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



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



          (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles, 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 at the date of such computation or, at the election of the Company from time to
time, at the date of the execution and delivery of this Indenture.



          (4) the word “or” is not exclusive; and



          (5) 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.



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



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



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



 









 





          “Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities.



          “Authorized Newspaper” means a newspaper in an official language of the country of publication
or in the English language, customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the place in connection with which
the term is used. Whenever successive publications are required to be made in Authorized
Newspapers, the successive publications may be made in the same or in different newspapers in the
same city meeting the foregoing requirements and in each case on any Business Day. If it shall be
impossible or impractical to make any publication of any notice required by this Indenture in the
manner herein provided, any publication or other notice in lieu thereof that is made or given by
the Trustee shall constitute a sufficient publication of such notice.



          “Authorized Officer” means any person (whether designated by name or the persons for the time
being holding a designated office) appointed by or pursuant to a Board Resolution for the purpose,
or a particular purpose, of this Indenture, provided that written notice of such appointment shall
have been given to the Trustee.



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



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



          “Business Day”, when used with respect to any Place of Payment or any other particular
location specified in the Securities or this Indenture, means each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking institutions in that Place of Payment, such
other location or the city in which the Corporate Trust Office of the Trustee is located, are
authorized or obligated by law to close, except as may be otherwise specified as contemplated by
Section 301(b).



          “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
indenture such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time.



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



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



          “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered and which at the date hereof is located
at l.



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



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



          “Depositary” means, with respect to the Securities of any series issuable or issued in the
form of a Global Security, the Person designated as Depositary by the Company in Section 301(b)
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.



2









 





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



          “Eligible Obligations” means:



          (a) with respect to Securities denominated in Dollars, U.S. Government Obligations; or



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



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



          “Global Security” means a Security, if any, issued to evidence all or a part of a series of
Securities in accordance with Section 301.



          “Hedging Obligations” means, with respect to any Person, the obligations of such Person under
(i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements
and (ii) other agreements or arrangements designed to protect such Person against fluctuations in
interest rates.



          “Holder” means, with respect to a Registered Security, a Person in whose name such Registered
Security is registered in the Security Register and, with respect to an Unregistered Security or
coupon appertaining thereto, the bearer thereof.



          “Indenture” means this instrument as originally executed and 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 form and terms of particular series of
Securities established as contemplated by Section 301.



          “Indexed Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face amount thereof at
original issuance.



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



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



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



          “Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to
the Trustee.



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



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



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



3









 






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




     (b) Securities or portions thereof for whose payment or redemption money or Eligible
Obligations (or any combination of money and Eligible Obligations) in the necessary amount
has been theretofore deposited with the Trustee or any Paying Agent (other than the Company
or any other obligor on such Security) in trust or set aside and segregated in trust by the
Company or any other obligor on such Security (if the Company or any other obligor on such
Security acts as its own Paying Agent) for the Holders of such Securities; provided,
however, that if such Securities, or portions thereof, are to be redeemed prior to the
Stated Maturity thereof, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made;




     (c) Securities as to which the Company has effected defeasance as provided in Section
402;




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


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder,





     (i) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor (unless the Company, such Affiliate or
such obligor owns (x) all Securities Outstanding under this Indenture or (y) except for the
purposes of actions to be taken by Holders of more than one series or Tranche voting as a
class, all Outstanding Securities of each such series and each such Tranche, as the case may
be, determined without regard to this clause) shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only
Securities that the Trustee knows to be so owned shall be so disregarded. Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor;




     (ii) in determining whether the Holders of the requisite principal amount of Securities
of any series or Tranche have concurred in any direction, waiver or consent, the principal
amount of Original Issue Discount Securities that shall be deemed to be outstanding shall be
the amount of the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the maturity thereof pursuant to Section 502;




     (iii) in the case of any Security the principal of that is payable from time to time
without presentment or surrender, the principal amount of such Security that shall be deemed
to be Outstanding at any time for all purposes of this Indenture shall be the original
principal amount thereof less the aggregate amount of principal thereof theretofore paid;
and




     (iv) in the case of Securities having been denominated in a currency other than Dollars
and remaining outstanding contemporaneously with Securities denominated in Dollars, the
principal amount of any Security that is denominated in a currency other than Dollars or in
a composite currency that shall be deemed to be Outstanding for such purposes shall be
determined as contemplated by Section 301(b).



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



4









 





          “Periodic Offering” means an offering of Securities of a series from time to time any or all
of the specific terms of which Securities, including without limitation the rate or rates of
interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions,
if any, with respect thereto, are to be determined by the Company or its agents from time to time
subsequent to the initial request for the authentication and delivery of such Securities by the
Trustee, all as contemplated in Sections 301 and 303.



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



          “Place of Payment”, when used with respect to the Securities of any series, or any Tranche
thereof, means the place or places where the principal of (and premium, if any) and interest, if
any, on the Securities of that series or Tranche are payable as specified as contemplated by
Section 301(b).



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



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



          “Redemption Price”, when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture, exclusive of accrued and unpaid interest, if
any.



          “Registered Security” means any Security issued hereunder and registered by the Security
Registrar or any recorded interest in a Global Security issued hereunder.



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



          “Repayment Date”, when used with respect to any Security of any series to be repaid or
repurchased, means the date, if any, fixed for such repayment or for such repurchase (whether at
the option of the Holders or otherwise) pursuant to this Indenture.



          “Repayment Price”, when used with respect to any Security of any series to be repaid, means
the price, if any, at which it is to be repaid pursuant to Section 301(b).



          “Responsible Officer”, when used with respect to the Trustee, means any officer within the
corporate trust department or any other successor group of the Trustee, including any vice
president, assistant vice president, assistant secretary or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer of the
Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the
particular subject.



          “Security” or “Securities” has the meaning stated in the first recital of this Indenture and,
more particularly, means any Security or Securities authenticated and delivered under this
Indenture.



          “Security Register” and “Security Registrar” have the respective meanings specified in Section
305.



          “series” or “series of Securities” means a series of Securities issued under this Indenture as
determined by Board Resolution or as otherwise determined under this Indenture.



          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307.



5









 





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



          “Subsidiary” of any Person means (a) any corporation, association or other business entity of
which more than 50% of the outstanding total voting power ordinarily entitled (without regard to
the occurrence of any contingency) to vote in the election of directors, managers, trustees or
other voting members of the governing body thereof is at the time owned or controlled, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries or (b) any partnership the sole general partner or the managing general partner
of which is the Company or a Subsidiary of the Company or the only general partners of which are
the Company or of one or more Subsidiaries of the Company (or any combination thereof).



          “Tranche” means a group of Securities which (a) are of the same series and (b) have identical
terms to other Tranches of such series except as to principal amount, date of issuance or first
interest payment date, each of which may vary among Tranches of any one series.



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



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



          “U.S. Government Obligations” means (x) any security that is (i) a direct obligation of the
United States of America for the payment of which the full faith and credit of the United States of
America are pledged or (ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933)
as custodian with respect to any U.S. Government Obligation that is specified in clause (x) above
and held by such bank for the account of the holder of such depositary receipt, or with respect to
any specific payment of principal of or interest on any U.S. Government Obligation which is so
specified and held, 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 depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such depositary receipt.



          “Unregistered Security” means any Security issued hereunder that is not a Registered Security.



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



          SECTION 102. Compliance Certificates and Opinions. (a) Except as otherwise expressly
provided in this Indenture, upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or request, no additional
certificate or opinion need be furnished.



          (b) Every certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (except for certificates provided for in Section 1004) shall
include:



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




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




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




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



          SECTION 103. Form of Documents Delivered to Trustee. (a) In any case where several matters
are required to be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



          (b) Any certificate, statement or opinion of an officer of the Company may be based, insofar
as it relates to legal matters, upon a certificate or an Opinion of Counsel, or representations by
counsel. Any such certificate, statement or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon a certificate, statement or opinion of, or representations by, an officer
or officers of the Company stating that the information with respect to such factual matters is in
the possession of the Company. Any certificate, statement or opinion of an officer of the Company
or of counsel may be based, insofar as it relates to accounting matters, upon a certificate,
statement or opinion of, or representations by, an accountant or firm of accountants in the employ
of the Company. Any certificate, statement or opinion of, or representations by, any independent
firm of public accountants filed with the Trustee shall contain a statement that such firm is
independent.



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



          SECTION 104. Acts of Holders. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be made, given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by 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, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and evidenced thereby)
are herein sometimes referred to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing appointing any such agent,
or of the holding by any Person of Unregistered Securities, shall be sufficient for any purpose of
this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.



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



          (c) The amount of Unregistered Securities held by any Person executing any such instrument or
writings as the Holder thereof, and the numbers of such Unregistered Securities, and the date of
his holding the



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same, may be proved by the production of such Unregistered Securities or by a
certificate executed, as depositary, by any trust company, bank, banker or member of a national
securities exchange (wherever situated), if such certificate is in form satisfactory to the
Trustee, showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Unregistered Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person executing such instrument or writing as the
Holder thereof, if such certificate or affidavit is in form satisfactory to the Trustee. The
Trustee and the Company may assume that such ownership of any Unregistered Securities continues
until (1) another certificate bearing a later date issued in respect of the same Unregistered
Securities is produced or (2) such Unregistered Securities are produced by some other Person or (3)
such Unregistered Securities are registered as to principal or are surrendered in exchange for
Registered Securities, or (4) such Unregistered Securities are no longer Outstanding.



          (d) The fact and date of execution of any such instrument or writing and the amount and number
of Unregistered Securities held by the Person so executing such instrument or writing may also be
proved in any other manner that the Trustee deems sufficient; and the Trustee may in any instance
require further proof with respect to any of the matters referred to in this Section.



          (e) The principal amount (except as otherwise contemplated in clause (ii) of the proviso to
the definition of “Outstanding”) and serial numbers of Securities held by any Person, and the date
of holding the same, shall be proved by the Security Register.



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



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



          (h) If the Company solicits from Holders any request, demand, authorization, direction,
notice, consent, election, waiver or other Act, the Company may, at its option, fix in advance a
record date for the determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, election, waiver or other Act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization, direction, notice,
consent, election, waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on the record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of the Outstanding Securities
have authorized or agreed or consented to such request, demand, authorization, direction, notice,
consent, election, waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of the record date.



          SECTION 105. Notices, Etc. to Trustee and Company.
Except as otherwise provided herein, any request, demand, authorization, direction, notice,
consent, election, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,




     (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: l, or




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



8









 





          SECTION 106. Notice to Holders; Waiver. (a) Except as otherwise expressly provided herein,
where this Indenture provides for notice of any event or reports to Holders, such notice or report
shall be sufficiently given if in writing and mailed, first-class postage prepaid, to each Holder
of Registered Securities affected by such event, at the address of such Holder as it appears in the
Security Register and to addresses filed with the Trustee or preserved on the Trustee’s list
pursuant to Section 702(a) for other Holders (and to such other addressees as may be required in
the case of such notice or report under Section 313(c) of the Trust Indenture Act), not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice
or report.



          (b) In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.



          (c) Notice shall be sufficiently given to Holders of Unregistered Securities if published in
an Authorized Newspaper in each of The City of New York and, if such Securities are listed on any
securities exchange outside of the United States, in the city in which such securities exchange is
located, or in such other city or cities as may be specified in the Securities, at least twice, the
first publication to be not earlier than the earliest date, if any, and not later than the last
date, if any, prescribed for the giving of such notice.



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



          (e) In case by reason of the suspension of regular mail service or by reason of any other
cause it is impracticable to give such notice by mail, then such notification as shall be made at
the direction of the Company and with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.



          (f) If it is impractical in the opinion of the Trustee or the Company to make any publication
of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu
thereof that is made or given with the approval of the Trustee shall constitute a sufficient
publication of such notice.



          SECTION 107. Conflict With Trust Indenture Act. If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under the Trust Indenture
Act to be a part of and govern this Indenture, the latter provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.



          SECTION 108. Effect of Headings and Table of Contents. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction
hereof.



          SECTION 109. Successors and Assigns. All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.



          SECTION 110. Separability Clause. In case any provision in this Indenture or in the
Securities is invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



          SECTION 111. Benefits of Indenture. Nothing in this Indenture or in the Securities, express
or implied, shall give to any Person, other than the parties hereto (including any Paying Agent
appointed pursuant to Section 1002 and Authenticating Agent appointed pursuant to Section 614 to
the extent provided herein) and their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.



9









 





          SECTION 112. Governing Law. This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York in the United States, but without
giving effect to the conflicts of laws principles thereof.



          SECTION 113. Legal Holidays. In any case where any Interest Payment Date, Redemption Date,
Repayment Date or Stated Maturity of any Security is not a Business Day at any Place of Payment or
the city in which the Corporate Trust Office of the Trustee is located, then (notwithstanding any
other provision of this Indenture or of the Securities, other than a provision in Securities of any
series, or in the Board Resolution, Supplemental Indenture or Officer’s Certificate that
establishes the terms of such Securities, that specifically states that such provision shall apply
in lieu of this Section) 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 or
Redemption Date, Repayment Date, or at the Stated Maturity, and such extension of time shall in
such case be (1) excluded in the computation of interest, if any, accruing on such Security at a
fixed rate and (2) included in the computation of interest, if any, accruing on such Security at a
floating rate; provided, however, that if such extension would cause payment of interest at a
floating rate to be made in the next following calendar month, such payment shall be made on the
next preceding Business Day.



          SECTION 114. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by
or at a meeting of Holders of one or more series. The Paying Agent or Security Registrar may make
reasonable rules and set reasonable requirements for its functions.



          SECTION 115. No Recourse Against Others. No past, present or future director, officer,
stockholder or employee, as such, of the Company or any of its Affiliates or any successor
corporation shall have any liability for any obligation, covenant or agreement of the Company under
this Indenture or any indenture supplemental hereto, or in the Securities or any coupon
appertaining thereto, or for any claim based on, in respect of or by reason of such obligations,
covenants or agreements or their creation. Each Holder by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for the execution and
delivery of this Indenture and the issue of the Securities.



ARTICLE TWO




SECURITY FORMS




          SECTION 201. Forms Generally. (a) The Securities of each series and related coupons, if any,
shall be in substantially such form as shall be established by or pursuant to a Board Resolution,
and set forth in an Officer’s Certificate, or established in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to
comply with law or with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform with general usage, all as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution of the
Securities. When the form of Securities of any series is established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.



          (b) The definitive Securities shall be produced in such manner or combination of manners, all
as determined by the officers executing such Securities, as evidenced by their execution of such
Securities.



          SECTION 202. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of
authentication shall be in substantially the following form:



10









 





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



	 	 	 	 	 	 	 
	 	 	[               ]	 	 
	 

	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	Authorized Officer






ARTICLE THREE




THE SECURITIES




          SECTION 301. Amount Unlimited; Issuable in Series. (a) The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is unlimited.



          (b) The Securities may be issued in one or more series. There shall be established in or
pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any series,




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




     (2) any limit upon the aggregate principal amount of the Securities of the series that
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 906, 1107 or 1204 and except for any Securities
that, pursuant to Section 303, are deemed never to have been authenticated and delivered
hereunder);




     (3) the date or dates on which the principal and premium, if any, of the Securities of
such series, or any Tranche thereof, is payable or any formula or other method or other
means by which such date or dates shall be determined, by reference to an index or other
fact or event ascertainable outside of this Indenture or otherwise (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension);




     (4) the rate or rates at which the Securities of such series, or any Tranche thereof,
shall bear interest, if any (including the rate or rates at which overdue principal shall
bear interest, if different from the rate or rates at which such Securities shall bear
interest prior to Maturity, and, if applicable, the rate or rates at which overdue premium
or interest shall bear interest, if any), or any formula or other method or other means by
which such rate or rates shall be determined, by reference to an index or other fact or
event ascertainable outside of this Indenture or otherwise; the date or dates from which
such interest shall accrue; the Interest Payment Dates on which such interest shall be
payable and the Regular Record Date, if any, for the interest payable on such Securities on
any Interest Payment Date; the right of the Company, if any, to extend the interest payment
periods and the duration of any such extension as contemplated by Section 312; and the basis
of computation of interest, if other than as provided in Section 310;




     (5) the place or places where the principal of and premium, if any, and interest, if
any, on Securities of the series, or any Tranche thereof, shall be payable, any Registered
Securities of the series, or any Tranche thereof, may be surrendered for registration of
transfer, Securities of the series, or any Tranche thereof, may be surrendered for exchange,
and where notices and demands to or upon the Company in respect of the Securities of the
series, or any Tranche thereof, and this Indenture may be served and notices



11









 







to Holders
pursuant to Section 106 will be published; the Security Registrar and any Paying Agent or
Agents for such series or Tranche; and if such is the case, that the principal of such
Securities shall be payable without presentment or surrender thereof;




     (6) if applicable, the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series, or any Tranche thereof, may be
redeemed, in whole or in part, at the option of the Company and, if other than by a Board
Resolution, the manner in which any election by the Company to redeem the Securities shall
be evidenced;




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




     (8) the terms, if any, on which the Securities of such series will be subordinate in
right and priority of payment to other debt of the Company;




     (9) the denominations in which any Registered Securities of the series shall be
issuable, if other than denominations of $1,000 and any integral multiple thereof, and the
denominations in which any Unregistered Securities of the series shall be issuable, if other
than denominations of $5,000 and any integral multiple thereof;




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




     (11) whether Securities of the series are to be issuable in whole or in part as
Registered Securities, Unregistered Securities, or both, whether Securities of the series
are to be issuable with or
without coupons, whether any Securities of the series are to be issuable in whole or in
part in the form of a Global Security or Securities and, such case, the Depositary for such
Global Security or Securities;




     (12) if other than the currency of the United States of America, the currency or
currencies, including composite currencies, in which the principal of or any premium or
interest on the Securities of the series shall be payable and the manner of determining the
equivalent of any such amount in Dollars is to be determined for any purpose, including for
the purpose of determining the principal amount of such Securities deemed to be Outstanding
at any time;




     (13) if the principal of or any premium or interest on the Securities of such series is
to be payable, or is to be payable at the election of the Company or a Holder thereof, in
securities or other property, the type and amount of such securities or other property, or
the manner of determining such amount shall be determined, and the period or periods within
which, and the terms and conditions upon which, any such election may be made;




     (14) the Person to whom any interest on any Registered Security of the series shall be
payable, if other than the Person in whose name that Security is registered at the close of
business on the Regular Record Date for such interest, and the manner in which, or the
Person to whom, any interest on any Unregistered Security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons appertaining thereto as they
severally mature, and the extent to which, or the manner in which, any interest payable on a
temporary or permanent Global Security on an interest payment date will be paid;




     (15) any addition to or change in the Events of Default, with respect to the Securities
of such series, and any addition to or change in the covenants of the Company for the
benefit of the Holders of the Securities of such series in addition to those set forth in
Article Ten;



12









 






     (16) the terms and conditions, if any, pursuant to which the Securities of such series
may be converted into or exchanged for securities or other property of the Company or any
other Person;




     (17) the terms and conditions, if any, pursuant to which the Company’s obligations
under this Indenture may be terminated through the deposit of money or Eligible Instruments
as provided in Article Four;




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




     (19) any collateral security, assurance or guaranty for the Securities of such series;




     (20) the non-applicability of Section 608 to the Securities of such series or any
exceptions or modifications of Section 608 with respect to the Securities of such series;




     (21) any rights or duties of another Person to assume the obligations of the Company
with respect to the Securities of such series (whether as joint obligor, primary obligor,
secondary obligor or substitute obligor) and any rights or duties to discharge and release
any obligor with respect to the Securities of such series or this Indenture to the extent
related to such series; and




     (22) any other terms, conditions and rights of the series (which terms, conditions and
rights shall not be inconsistent with the provisions of this Indenture, except as permitted
by Section 901(a)(5)).



          (c) All Securities of any one series (other than Securities offered in a Periodic Offering)
and the coupons appertaining to any Unregistered Securities of such series shall be substantially
identical except in the case of Registered Securities as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution and set forth in such Officer’s
Certificate or in any such indenture supplemental hereto and as reasonably acceptable to the
Trustee. Securities of different series may differ in any respect.



          (d) If the terms and form or forms of any series of Securities are established by or pursuant
to a Board Resolution, the Company shall deliver a copy of such Board Resolution to the Trustee at
or prior to the issuance of such series with (1) the form or forms of Security that have been
approved attached thereto, or (2) if such Board Resolution authorizes a specific officer or
officers to approve the terms and form or forms of the Securities, a certificate of such officer or
officers approving the terms and form or forms of Security with such form or forms of Securities
attached thereto. Such Board Resolution or certificate may provide general terms or parameters for
Securities of any series and may provide that the specific terms of particular Securities of a
series may be determined in accordance with or pursuant to the Company Order referred to in Section
303.



          (e) With respect to Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution that establishes such series, or the Officer’s
Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may
provide general terms or parameters for Securities of such series and provide either that the
specific terms of Securities of such series shall be specified in a Company Order or that such
terms shall be determined by the Company or its agents in accordance with procedures specified in a
Company Order as contemplated by Section 303(c).



          (f) Unless otherwise specified with respect to a series of Securities pursuant to paragraph
(2) of Section 301(b), such series of Securities may be issued in one or more Tranches with various
principal amounts without the consent of any Holders and additional Tranches of such series may be
authenticated and delivered pursuant to Section 303.



          SECTION 302. Denominations. The Securities of each series shall be issuable in registered or
unregistered form with or without coupons in such denominations as shall be specified as
contemplated by Section 301(b). In the absence of any such provisions with respect to the
Securities of any series, the Registered Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Unregistered Securities of such
series shall be issuable in denominations of $5,000 and any integral multiple thereof.



13









 





          SECTION 303. Execution, Authentication, Delivery and Dating. (a) The Securities shall be
signed on behalf of the Company by its chairman of its Board of Directors, its Chief Executive
Officer, its President, any Vice President, its Treasurer, or any Assistant Treasurer, under its
corporate seal and attested by its Secretary or any Assistant Secretary. 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. The coupons, if any, of Unregistered Securities
shall bear the manual or facsimile signature of any one of the officers referred to in the first
sentence of this Section 303(a).



          (b) 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.



          (c) At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series (or any Tranche thereof) executed by the Company to
the Trustee for authentication, together with a Company Order for the authentication and delivery
of such Securities (or such Tranche), and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities (or such Tranche); provided, however, that with respect to
Securities of a series subject to a Periodic Offering, (i) such Company Order may be delivered by
the Company to the Trustee prior to the delivery to the Trustee of such Securities for
authentication and delivery, (ii) the Trustee shall authenticate and deliver Securities of such
series for original issue from time to time, in an aggregate principal amount not exceeding the
aggregate principal amount established for such series, all pursuant to a Company Order or pursuant
to such procedures acceptable to the Trustee as may be specified from time to time by a Company
Order, (iii) the maturity date or dates, original issue
date or dates, interest rate or rates and any other terms of Securities of such series shall
be determined by Company Order or pursuant to such procedures and (iv) if provided for in such
procedures, such Company Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing.



          (d) In authenticating such Securities and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating:




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




     (ii) that the terms of such Securities have been established in conformity with the
provisions of this Indenture; and




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



          (e) Notwithstanding the provisions of Section 301 and of the preceding paragraphs of Sections
303(c) and 303(d) in connection with a Periodic Offering, if all Securities of a series are not to
be originally issued at one time, it shall not be necessary to deliver an Officer’s Certificate or
execute a supplemental indenture otherwise required pursuant to Section 301(b) or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the
time of authentication of each Security of such series if such documents are delivered at or prior
to the authentication upon original issuance of the first Security of such series to be issued.



          (f) If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this Indenture will
affect the Trustee’s own



14









 







rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.



          (g) Each Registered Security shall be dated the date of its authentication and each
Unregistered Security shall be dated the date of its original issuance.



          (h) 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 or facsimile
signature and no coupon shall be valid until the Security to which it appertains has been so
authenticated, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.



          (i) Notwithstanding the foregoing, until the Company has delivered an Officer’s Certificate to
the Trustee and the Security Registrar stating that, as a result of the action described, the
Company would not suffer adverse consequences under the provisions of United States law or
regulations in effect at the time of the delivery of Unregistered Securities, the Trustee or the
Security Registrar will (i) deliver Unregistered Securities only outside the United States and its
possessions and (ii) release Unregistered Securities in definitive form to the person entitled to
physical delivery thereof only upon presentation of a certificate in the form prescribed by the
Company.



          SECTION 304. Temporary Securities. (a) Until definitive Securities of any series (including
Global Securities) are ready for delivery, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver one or more temporary
Securities that are produced in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities. Temporary Unregistered Securities of
a series may have coupons attached or may be in the form of one or more temporary Global Securities
that are Unregistered Securities of that series without coupons. Every temporary Security shall be
executed by the Company and authenticated by the Trustee (and Registered Securities shall be
registered by the Security Registrar) upon the same conditions, and with like effect, as a
definitive Security.



          (b) If temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the temporary Securities of such series
at the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized denominations. Until so
exchanged the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.



          (c) Every temporary Unregistered Security shall be substantially in the form approved by or
pursuant to a Board Resolution and shall be delivered to one of the Paying Agents located outside
the United States and its possessions or to such other person or persons as the Company shall
direct against such certification as the Company may from time to time prescribe by or pursuant to
a Board Resolution.



          SECTION 305. Registration, Registration of Transfer and Exchange. (a) The Company shall
cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained
in such office and in any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose
of registering Securities and transfers of Securities as herein provided.



          (b) Except in the case of Securities issued in the form of a Global Security, upon surrender
for registration of transfer of any Registered Security of any series at the office or agency of
the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of



15









 







the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized denominations and of a like aggregate
principal amount.



          (c) If both Registered and Unregistered Securities are authorized for a series of Securities
and the terms of such Securities permit, (i) Unregistered Securities may be exchanged for an equal
principal amount of Registered or Unregistered Securities of the same series and date of maturity
in any authorized denominations upon delivery to the Security Registrar (or a Paying Agent (as
herein defined), if the exchange is for Unregistered Securities) of the Unregistered Security with
all unmatured coupons and all matured coupons in default appertaining thereto and if all other
requirements of the Security Registrar (or such Paying Agent) and such Securities for such exchange
are met, and (ii) Registered Securities, other than Securities issued in the form of a Global
Security (except as provided in Section 311), may be exchanged for an equal principal amount of
Unregistered Securities of the same series and date of maturity in any authorized denominations
(except that any coupons appertaining to such Unregistered Securities which have matured and have
been paid shall be detached) upon delivery to the Security Registrar of the Registered Securities
and if all other requirements of the Security Registrar and such Securities for such exchange are
met.



          (d) Notwithstanding the foregoing, the exchange of Unregistered Securities for Registered
Securities or Registered Securities for Unregistered Securities will be subject to the satisfaction
of the provisions of United States law and regulations in effect at the time of such exchange, and
no exchange of Registered Securities for Unregistered Securities will be made until the Company has
notified the Trustee in an Officer’s Certificate and
the Security Registrar that, as a result of such exchange, the Company would not suffer
adverse consequences under such law or regulations.



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



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



          (g) Unless otherwise provided in a Board Resolution or an Officer’s Certificate pursuant to a
Board Resolution, or in an indenture supplemental hereto, with respect to Securities of any series,
no service charge shall be made to the Holder for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 304, 906, 1106 or 1204 not involving any
transfer.



          (h) The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1103 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.



          (i) Unregistered Securities or any coupons appertaining thereto shall be transferable by
delivery thereof.



          SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. (a) If any mutilated Security
or a Security with a mutilated coupon or coupons appertaining to it is surrendered to the Trustee,
the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
replacement Registered Security, if such surrendered security was a Registered Security, or a
replacement Unregistered Security with coupons corresponding to the coupons appertaining to the
surrendered Security, if such surrendered Security was an Unregistered Security, of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.



16









 





          (b) If there has been delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security or any coupon or coupons
appertaining thereto, and (ii) such bond, security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of actual notice to the
Company or the Trustee that such Security or any coupon or coupons appertaining thereto has been
acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, a replacement Registered Security, if such Holder’s claim pertains to a
Registered Security, or a replacement Unregistered Security with coupons corresponding to the
coupons appertaining to the destroyed, lost or stolen Unregistered Security or the Unregistered
Security to which such destroyed, lost or stolen coupon or coupons appertains, if such Holder’s
claim pertains to an Unregistered Security, of the same series (and Tranche, if applicable) and of
like tenor and principal amount and bearing a number not contemporaneously outstanding.



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



          (d) Upon the issuance of any new Security under this Section or any coupon or coupons
appertaining thereto, 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.



          (e) Every new Security or any coupon or coupons appertaining thereto of any series issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security or any coupon or coupons
appertaining thereto shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security or any coupon or coupons appertaining thereto
is 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 or any coupon or coupons appertaining
thereto of that series duly issued hereunder.



          (f) 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 or any coupon or coupons appertaining thereto.



          SECTION 307. Payment of Interest; Interest Rights Preserved. (a) Unless otherwise provided
as contemplated by Section 301(b) with respect to the Securities of any series, interest on any
Registered Security that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Registered Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest; provided, however, that interest payable at Maturity will be paid to the Person to whom
principal is payable. In case an Unregistered Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an office or agency of the
Company in a Place of Payment for such series) on any Regular Record Date and before the opening of
business (at such office or agency) on the next succeeding Interest Payment Date, such Unregistered
Security shall be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Unregistered Security, but will be payable only to the Holder of such
coupon when due in accordance with provisions of this Indenture.



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




     (i) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest, which shall be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Registered Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of



17









 







money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of Registered Securities of such series at the address of such
Holder as it appears in the Security Register, not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (ii). In case an
Unregistered Security of any series is surrendered at the office or agency of the Company in
a Place of Payment for such series in exchange for a Registered
Security of such series after the close of business at such office or agency on any
Special Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Unregistered Security shall be
surrendered without the coupon relating to such proposed date of payment and Defaulted
Interest will not be payable on such proposed date of payment in respect of the Registered
Security issued in exchange for such Unregistered Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this Indenture.



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



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



          (d) Subject to the limitations set forth in Section 1002, the Holder of any coupon
appertaining to an Unregistered Security shall be entitled to receive the interest payable on such
coupon upon presentation and surrender of such coupon on or after the Interest Payment Date of such
coupon at an office or agency maintained for such purpose pursuant to Section 1002.



          SECTION 308. Persons Deemed Owners. Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Registered Security is registered as the owner of such
Registered Security for the purpose of receiving payment of principal of (and any premium) and
(subject to Section 301 and Section 307) any interest on such Registered Security and for all other
purposes whatsoever, whether or not such Registered 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.



          Ownership of Registered Securities of a series shall be proved by the computerized book-entry
system of the Depositary in the case of Registered Securities issued in the form of a Global
Security. Ownership of Unregistered Securities may be proved by the production of such
Unregistered Securities or by a certificate or affidavit executed by the person holding such
Unregistered Securities or by a depository with whom such Unregistered Securities were deposited,
if the certificate or affidavit is satisfactory to the Trustee and the Company. The Company, the
Trustee and any agent of the Company may treat the bearer of any Unregistered Security or coupon
and the person in whose name a Registered Security is registered as the absolute owner thereof for
all purposes.



18









 





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



          SECTION 309. Cancellation. Except as otherwise specified as contemplated by Section 301(b)
for Securities of any series, all Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not
theretofore cancelled, shall be promptly cancelled by it. Except as otherwise specified as
contemplated by Section 301(b) for Securities of any series, the Company may at any time deliver to
the Trustee for cancellation any Securities or coupons previously authenticated and delivered
hereunder that the Company may have acquired in any manner whatsoever or that the Company has not
issued and sold, and all Securities or coupons so delivered shall be
promptly cancelled by the Trustee. No Securities or coupons shall be authenticated in lieu of
or in exchange for any Securities or coupons cancelled as provided in this Section, except as
expressly permitted by this Indenture. All cancelled Securities or coupons held by the Trustee
shall be destroyed and the Trustee shall furnish an affidavit to the Company (setting forth the
serial numbers of such Securities) attesting to such destruction unless by a Company Order the
Company shall direct that the cancelled Securities or coupons be returned to it.



          SECTION 310. Computation of Interest. Except as otherwise specified as contemplated by
Section 301(b) for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.



          SECTION 311. Global Securities; Exchanges; Registration and Registration of Transfer. If specified
as contemplated by Section 301(b) for Securities of any series, the Securities of such series may
be issued in the form of one or more Global Securities, which shall be deposited with the
Depositary, and, unless otherwise specified in the form of Global Security adopted pursuant to
Section 301, be registered in the name of the Depository’s nominee.



          Except as otherwise specified as contemplated by Section 301(b) for Securities of any series,
any permanent Global Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a permanent Global Security are entitled to exchange such
interests for Securities of such series of like tenor and principal amount of another authorized
form, as specified as contemplated by Section 301(b), then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so exchanged, the Company
shall deliver to the Trustee definitive Securities of that series in aggregate principal amount
equal to the principal amount of such permanent Global Security, executed by the Company. On or
after the earliest date on which such interests may be so exchanged, such permanent Global Security
shall be surrendered from time to time in accordance with instructions given to the Trustee and the
Depositary (which instructions shall be in writing but need not comply with Section 102 or be
accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without
charge and the Trustee shall authenticate and deliver, in exchange for each portion of such
permanent Global Security, a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such permanent Global
Security to be exchanged which, unless the Securities of the series are not issuable both as
Unregistered Securities and as Registered Securities, as specified as contemplated by Section
301(b), shall be in the form of Unregistered Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that
no such exchanges may occur during the periods specified by Section 305; and provided, further,
that no Unregistered Security delivered in exchange for a portion of a permanent Global Security
shall be mailed or otherwise delivered to any location in the United States unless the Company has
complied with Section 305(d). Promptly following any such exchange in part, such permanent Global
Security shall be returned by the Trustee, to the Depositary or such other depositary referred to
above, in accordance with the instructions of the Company referred to above.



          The Global Security may be transferred to another nominee of the Depositary, or to a successor
Depositary selected by the Company, and upon surrender for registration of transfer of the Global
Security to the Trustee, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated



19









 







transferee, a new Global Security in the same aggregate principal
amount. If at any time the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary and a successor Depositary satisfactory to the Company is not appointed
within 90 days after the Company receives such notice, the Company will execute, and the Trustee
will authenticate and deliver, Securities in definitive form to the Depositary in exchange for the
Global Security. In addition, if at any time the Company determines that it is not in the best
interest of the Company or the beneficial owners of Securities to continue to have a Global
Security representing all of the Securities held by a Depositary, the Company may, at its option,
execute, and the Trustee will authenticate and deliver, Securities in definitive form to the
Depositary in exchange for all or a portion of the Global Security. Promptly after any such
exchange of Securities in definitive form for all or a portion of the Global Security pursuant to
this paragraph, the Company shall promulgate regulations governing registration of transfers and
exchanges of Securities in definitive
form, which regulations shall be reasonably satisfactory to the Trustee and shall thereafter
bind every Holder of such Securities.



          SECTION 312. Extension of Interest Payment. The Company shall have the right at any time, so
long as the Company is not in default in the payment of interest on the Securities of any series
hereunder, to extend interest payment periods on all Securities of one or more series, if so
specified as contemplated by Section 301(b) with respect to such Securities and upon such terms as
may be specified as contemplated by Section 301(b) with respect to such Securities. If the Company
ever so extends any such interest payment period, the Company shall promptly notify the Trustee.



ARTICLE FOUR




SATISFACTION AND DISCHARGE; DEFEASANCE




          SECTION 401. Termination of Company’s Obligations. (a) This Indenture shall upon Company
Request cease to be of further effect with respect to the Securities of any series (except as to
any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for), and the Trustee, at the expense of the Company, shall execute instruments in form
and substance satisfactory to the Trustee and the Company acknowledging termination of the
Company’s obligations under the Securities of such series and this Indenture, when



          (1) either




          (A) all Securities of such series previously authenticated and delivered (other than
(i) Securities of such series that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 306 and (ii) Securities of such series that are
deemed paid and discharged pursuant to Section 402) have been delivered to the Trustee for
cancellation; or




          (B) all such Securities of such series not previously delivered to the Trustee for
cancellation




               (i) have become due and payable (whether at Stated Maturity, early redemption or
otherwise), or




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




               (iii) are to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company,




and the Company in the case of (i), (ii) or (iii) above has irrevocably deposited or caused
to be deposited with the Trustee as funds in trust solely for the benefit of the Holders of
the Securities of such series an amount in cash in the currency or composite currency in
which the Securities of such series are denominated, Eligible Obligations or any combination
thereof, together (if necessary in the case of a series



20









 







of Securities not bearing interest
at a fixed rate) with any Hedging Obligation, so that such funds in each case are sufficient
to pay principal of, and any premium and interest on, all Outstanding Securities of such
series;




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




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



          (b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money has been deposited with the Trustee pursuant to subclause (B)
of clause (1) of this Section, the obligations of the Trustee under Section 405 and Section 1003(e)
shall survive.



          (c) Upon satisfaction and discharge of this Indenture as provided in this Section 401, the
Trustee shall assign, transfer and turn over to the Company, subject to the claim provided by
Section 607, any and all money, securities and other property then held by the Trustee for the
benefit of the Holders of the Securities.



          The Company may elect, at its option at any time, to have Section 402 or Section 403 applied
to the Outstanding Securities of any series in accordance with any applicable requirements provided
pursuant to Section 301 and upon compliance with the conditions set forth below in this Article.
Any such election shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301(b) for such Securities.



          SECTION 402. Defeasance and Discharge of Indenture. Upon the Company’s exercise of its option
(if any) to have this Section applied to all the Outstanding Securities of any series or Tranche,
or any portion of the principal amount thereof, and subject to the conditions set forth in Section
404 being satisfied, the Company shall be deemed to have paid and discharged the entire
indebtedness on such Outstanding Securities of such series or Tranche on the 91st day after the
date of the deposit referred to in subparagraph (i) of Section 404, and the provisions of this
Indenture, as it relates to such Outstanding Securities of such series or Tranche, shall be
satisfied and discharged and shall no longer be in effect (and the Trustee, at the expense of the
Company, shall at Company Request execute proper instruments acknowledging the same), except as to:




     (a) the rights of Holders of Securities of such series to receive, solely from the
trust funds described in Section 405, (x) payment of the principal of (and premium, if any)
and each installment of principal of (and premium, if any) or interest, if any, on the
Outstanding Securities of such series, or portions thereof, on the Stated Maturity of such
principal or installment of principal or interest to and including the Redemption Date
designated by the Company pursuant to subparagraph (viii) of Section 404 and (y) the benefit
of any mandatory sinking fund payments applicable to the Securities of such series or
Tranche on the day on which such payments are due and payable in accordance with the terms
of this Indenture and the Securities of such series or Tranche;




     (b) the obligations of the Company and the Trustee with respect to such Securities of
such series or Tranche under Sections 304, 305, 306, 614, 1002 and 1003 and, if the Company
shall have designated a Redemption Date pursuant to subparagraph (x) of Section 404,
Sections 1104 and 1106; and




     (c) the Company’s obligations with respect to the Trustee under Section 607.



          SECTION 403. Defeasance of Certain Obligations. The Company may omit to comply with its
obligations under the covenants contained in Sections 801, 1006 and 1007 with respect to any
Security or Securities of any series (and in respect of any term, provision or condition set forth
in the covenants or restrictions specified for such Securities pursuant to Section 301(b), in any
supplemental indenture, Board Resolution or Officer’s Certificate



21









 







establishing such Security), and
the failure to comply with any such provisions shall not constitute a Default or Event of Default
under Section 501(4), provided that the conditions set forth in Section 404 have been satisfied.



          SECTION 404. Conditions to Defeasance.
The following conditions shall be the conditions to the application of Section 402 and Section 403:




     (i) the Company has deposited or caused to be deposited irrevocably with the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Securities of such series, (x) cash in Dollars (or such other
currency or composite currency in which such Securities are denominated) in an amount
sufficient, or (y) Eligible Obligations which through the payment of interest and principal
in respect thereof in accordance with their terms will provide on or before the due date of
any payment referred to in clause (1) or (2) of this subparagraph (i) money in an amount
sufficient or (z) a combination of such cash and Eligible Obligations, together (if
necessary in the case of a series of Securities not bearing interest at a fixed rate) with
any Hedging Obligation so that such funds are sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge (1) the principal of
(and premium, if any) and each installment of principal (and premium, if any) and interest,
if any, on such Securities on the Stated Maturity of such principal or installment of
principal or interest or to and including the Redemption Date designated by the Company in
accordance with Section 404(a)(1)(B)(iii) and (2) any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of the Securities of such series;




     (ii) in the event of an election to have Section 402 apply, the Company has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (x) the
Company has received from, or there has been published by, the Internal Revenue Service a
ruling or (y) there has been a change in law or regulation occurring after the date hereof,
to the effect that 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 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;




     (iii) in the event of an election to have Section 403 apply, the Company has delivered
to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that 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 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 defeasance had not occurred;




     (iv) such deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company is a party
or by which it is bound;




     (v) such provision would not cause any Outstanding Securities of such series then
listed on a securities exchange to be delisted as a result thereof;




     (vi) no Event of Default or event that with notice or lapse of time would become an
Event of Default with respect to the Securities of such series has occurred and is
continuing on the date of such deposit or during the period ending on the 91st day after
such date;




     (vii) the Company has delivered to the Trustee an Officer’s Certificate stating that
the deposit was not made by the Company with the intent of preferring the holders of the
Securities of such series over any other creditors of the Company or with the intent of
defeating, hindering, delaying or defrauding any other creditors of the Company;



22









 






     (viii) such deposit shall not, as specified in an Opinion of Counsel, cause the Trustee
with respect to the Securities of such series to have a conflicting interest as defined in
Section 608 and for purposes of the Trust Indenture Act with respect to the Securities of
such series;




     (ix) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for relating to the
defeasance contemplated by this Section have been complied with; and




     (x) if the Company has deposited or caused to be deposited money or Eligible
Obligations to pay or discharge the principal of (and premium, if any) and interest on the
Outstanding Securities of a series to and including a Redemption Date pursuant to clause (i)
of this Section 404, such Redemption Date shall be irrevocably designated by a Board
Resolution delivered to the Trustee on or prior to the date of deposit of such money or
Eligible Obligations, and such Board Resolution shall be accompanied by an irrevocable
Company Request that the Trustee give notice of such redemption in the name and at the
expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date
in accordance with Section 1104.



          SECTION 405. Application of Trust Money. (a) Neither the Eligible Obligations nor the funds
deposited with the Trustee pursuant to Sections 401, 402 or 403, nor the principal or interest
payments on any such Eligible Obligations, shall be withdrawn or used for any purpose other than,
and shall be held in trust for, the payment of the principal of and premium, if any, and interest,
if any, on the Securities or portions of principal amount thereof in respect of which such deposit
was made, all subject, however, to the provisions of Section 606; provided, however, that, so long
as no Event of Default has occurred and is continuing, any cash received from such principal or
interest payments on such Eligible Obligations deposited with the Trustee, if not then needed for
such purpose, shall, to the extent practicable, be invested in Eligible Obligations of the type
described in Sections 401 and 402(d)(2)(A) maturing at such times and in such amounts as shall be
sufficient to pay when due the principal of and any premium and interest due and to become due on
such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from
such reinvestment shall be paid over to the Company as received by the Trustee, free and clear of
any trust, lien or pledge under this Indenture except the claim provided by Section 607; and
provided, further, that, so long as there shall not have occurred and be continuing an Event of
Default, any moneys held by the Trustee in accordance with this Section on the Maturity of all such
Securities in excess of the amount required to pay the principal of and premium, if any, and
interest, if any, then due on such Securities shall be paid over to the Company free and clear of
any trust, lien or pledge under this Indenture except the claim provided by Section 607.



          (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against Eligible Obligations deposited pursuant to Section 401, 402 or 403
or the principal and any premium and interest received in respect of such obligations other than
any payable by or on behalf of Holders.



          (c) The Trustee shall deliver of pay to the Company from time to time upon Company Request any
Eligible Obligations or money held by it as provided in Section 401, 402 or 403 that, in the
opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of the amount thereof
that then would have been required to be deposited for the purpose for which such Eligible
Obligations or money was deposited or received. This provision shall not authorize the sale by the
Trustee of any Eligible Obligations held under this Indenture.



          SECTION 406. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money
in accordance with this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 402 or Section 403 shall be revived and
reinstated as though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 405 with respect to such Securities in accordance with this Article;
provided, however, that if the Company makes any payment of principal of or any premium or interest
on any such Security following such



23









 







reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of such Securities to receive such payment from
the money so held in trust.



ARTICLE FIVE




REMEDIES




          SECTION 501. Events of Default. “Event of Default”, wherever used herein with respect to
Securities of any series, means any one of the following events, unless such event is either
inapplicable to a particular series or its is specifically deleted or modified in the applicable
Board Resolution or supplemental indenture under which such series of Securities is issued, as the
case may be, as contemplated by Section 301:




     (1) default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; provided,
however, that a valid extension of the interest payment period by the Company as
contemplated in Section 312 shall not constitute a failure to pay interest for this purpose;
or




     (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity and, in the case of technical or administrative difficulties,
only if such default persists for a period of more than three Business Days; or




     (3) default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series and continuance of such default for a period of 30 days; or




     (4) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of one or more series of Securities other
than that series), and continuance of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate 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




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
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 for relief or
any such other decree or order unstayed and in effect for a period of 60 consecutive days;
or




     (6) the commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or of any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or



24









 






     (7) any other Event of Default provided with respect to Securities of such series
pursuant to Section 301(b).



          SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with
respect to Securities of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of such series, by a notice in writing to the Company (and to the Trustee if
given by such Holders), may declare the principal amount (or, if the Securities of such series are
Original Issue Discount Securities or Indexed Securities, such portion of the principal amount of
such Securities as may be specified in the terms thereof) to be due and payable immediately and
upon any such declaration such principal amount (or specified amount) shall become immediately due
and payable. If an Event of Default specified in Section 501(5) or (6) occurs, the principal of
all the Securities then Outstanding (or if any such Securities are Original Issue Discount
Securities or Indexed Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) shall automatically become and be immediately due and payable
without any declaration or other act or notice on the part of the Trustee or any Holders of the
Securities.



          At any time after such a declaration of acceleration with respect to Securities of one or more
series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Event or Events of Default giving rise
to such declaration of acceleration shall, without further act, be deemed to have been waived, and
such declaration and its consequences shall, without further act, be deemed to have been rescinded
and annulled, if



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




          (A) all overdue interest on all Securities of any such series,




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




          (C) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates borne by such Securities, unless another rate is provided in
such Securities, and




          (D) all amounts due to the Trustee under Section 607; and




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




     No such rescission shall affect any subsequent Event of Default or impair any right consequent
thereon.



          SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. If an Event of
Default described in clause (1) or (2) of Section 501 has occurred and is continuing, the Company
shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the
Securities of the series with respect to which such Event of Default has occurred, the whole amount
then due and payable on such Securities for principal and any premium or interest and, to the
extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates borne by such Securities,
unless another rate is provided in such Securities, and, in addition thereto, such further amount
as shall be sufficient to cover any amounts due to the Trustee under Section 607.



          If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee deems
most effectual to protect and enforce any such



25









 







rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or
to enforce any other proper remedy.



          SECTION 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the 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 proceeding or otherwise,




     (i) to file and prove a claim for the whole amount of principal and premium or interest
owing and unpaid in respect of the Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any
claim for amounts due to the Trustee under Section 607) and of the Holders allowed in such
judicial proceeding, and




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


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it under Section 607.




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



          SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons. All
rights of action and claims under this Indenture or the Securities or coupons may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or coupons or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the amounts due to the Trustee under Section
607, be for the ratable benefit of the Holders of the Securities and coupons in respect of which
such judgment has been recovered.



          SECTION 506. Application of Money Collected. Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the Trustee,
and, in case of the distribution of such money on account of principal and any premium and
interest, upon presentation of the Securities in respect of which or for the benefit of which such
money shall have been collected and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:



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



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



          THIRD: The balance, if any, to the Company.



          The Trustee may fix a record date (with respect to Registered Securities) and payment date for
any such payment to Holders of Securities.



26









 





          SECTION 507. 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




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




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




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




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




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


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




          SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal of and premium and
(subject to Section 307) interest on such Security on the Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption, on the Redemption Date, or, in the case of
repayment at the option of the Holder, on the Repayment Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such
Holder.



          SECTION 509. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted
any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and such Holder shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall
continue as though no such proceeding had been instituted.



          SECTION 510. Rights and Remedies Cumulative. Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.



          SECTION 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.



27









 





          SECTION 512. Control by Holders. If an Event of Default shall have occurred and be continuing
in respect of a series of Securities, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of that 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 or Tranche; provided,
however, that if an Event of Default has occurred and is continuing with respect to more than one
series of Securities of equal ranking, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all such series of equal ranking, considered as one class, shall have
the right to make such direction, and not the Holders of the Securities of any one of such series
of equal ranking; provided, further that




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




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



          SECTION 513. Waiver of Past Defaults. The Holders of not less than a majority in aggregate
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; provided that if any such past default has occurred with respect to more than one
series of Securities of equal ranking, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all such series of equal ranking, considered as one class, may make
such waiver, and not the Holders of the Securities of any one of such series of equal ranking, in
each case, except a default




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




     (2) in respect of a covenant or provision hereof that under Section 902 cannot be
modified or amended without the consent of the Holder of each Outstanding Security of such
series affected.



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



          SECTION 514. Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Security by such Holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount
of the Outstanding Securities of all series in respect of which such suit may be brought,
considered as one class, or to any suit instituted by any Holder for the enforcement of the payment
of the principal of or any premium or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption
Date, or, in the case of repayment at the option of the Holder, on or after the Repayment Date).



          SECTION 515. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.




28









 





ARTICLE SIX




THE TRUSTEE




          SECTION 601. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of
Default with respect to Securities of any series,





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




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



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





          (1) this subsection shall not be construed to limit the effect of sub-section (a) of
this Section;




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




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




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



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




          SECTION 602. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of
such series entitled to receive reports pursuant to Section 704(3) (and, if Unregistered Securities
of that series are outstanding, shall cause to be published at least
once in an Authorized Newspaper in The City of New York and, if Securities of that series are
listed on any securities exchange outside of the United States, in the city in which such
securities exchange is located) notice of such default hereunder known to the Trustee, unless such
default shall have




29









 







been cured or waived; provided, however, that, except in the case of a default
in the payment of the principal of or any premium or interest on any Security of such series or in
the payment of any sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interest of the Holders of
Securities of such series; and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 75 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event that is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.




          SECTION 603. Certain Rights of Trustee. Subject to the provisions of Section 601 and to the applicable
provisions of the Trust Indenture Act:





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




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




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




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




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




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




     (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 604. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in
the Securities, except the Trustee’s certificate of authentication, shall be taken as the
statements of the Company, and the Trustee or any Authenticating Agent assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency
of this Indenture or of the Securities of any series or any coupons. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof. The Trustee shall not be responsible for and makes no
representations as to the Company’s ability or authority to issue the Unregistered Securities or
the lawfulness thereof.




30









 








          SECTION 605. May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may
otherwise deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.




          SECTION 606. Money Held in Trust. Money held by the Trustee or by any Paying Agent (other than the Company
if the Company shall act as Paying Agent) in trust hereunder need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any Paying Agent shall be
liable for interest on any money received by it hereunder except as expressly provided herein or
otherwise agreed with the Company.




          SECTION 607. Compensation and Reimbursement. The Company agrees





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




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




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



          As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a claim prior to the Securities and any coupons upon all property and funds held
or collected by the Trustee as such, except property and funds held in trust for the payment of
principal of and any premium and interest on particular Securities or any coupons.




          SECTION 608. Disqualification; Conflicting Interests. If the Trustee has or acquires any conflicting
interest within the meaning of the Trust Indenture Act with respect to the Securities of any
series, it shall either eliminate such conflicting interest or resign to the extent, in the manner
and with the effect, and subject to the conditions, provided in the Trust Indenture Act and this
Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee, in its capacity as trustee in respect of the equally ranked and
unsecured Securities of any series, shall not be deemed to have a conflicting interest arising from
its capacity as trustee in respect of the equally ranked and unsecured Securities of any other
series under this Indenture.




          SECTION 609. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder that
shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, having a
combined capital and surplus of at least $50,000,000, subject to supervision or examination by
federal or state authority and qualified and eligible under this Article, provided that, neither
the Company nor any Affiliate of the Company or any obligor on the Securities may serve as Trustee
of any Securities. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee ceases to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified in this Article.




          SECTION 610. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective




31









 







until the acceptance of appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.




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




          (c) The Company may at any time by a Board Resolution remove the Trustee with respect to the
Securities of any or all series.




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




          (e) If at any time:





          (1) the Trustee fails to comply with Section 608 with respect to the Securities of any
series, after written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security of such series for at least six months, or




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




          (3) the Trustee becomes incapable of acting or becomes adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property is appointed or any public officer takes
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, subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.




          (f) If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year
after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series is appointed by Act of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series has been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, subject to Section 514, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.




          (g) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series entitled to receive reports pursuant to
Section 704(3) and, if any Unregistered Securities are outstanding,




32









 







by publishing notice of such
event once in an Authorized Newspaper in The City of New York and, if any Unregistered Securities
are listed on any securities exchange outside of the United States, in the city in which such
securities exchange is located. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust Office.




          (h) All provisions of this Section except subparagraph (d) and Section 611(b) (except for the
last clause, after omitting the words “after deducting all amounts owed to the retiring Trustee
pursuant to Section 607,” which shall apply) shall apply also to any Paying Agent located outside
the United States and its possessions.




          SECTION 611. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a
successor Trustee with respect to the Securities of all series, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring
Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder.




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




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




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




          SECTION 612. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so



33









 




authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities. In case any Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities,
in either its own name or that of its predecessor Trustee, with the full force and effect which
this Indenture provides for the certificate of authentication of the Trustee.




          SECTION 613. Preferential Collection of Claims Against Company. The Trustee shall comply with Trust
Indenture Act § 311(a), excluding any creditor relationship listed in Trust Indenture Act § 311(b).
A Trustee who has resigned or been removed shall be subject to Trust Indenture Act § 311(a) to the
extent indicated therein.




          SECTION 614. Appointment of Authenticating Agent. (a) At any time when any of the Securities remain
Outstanding the Trustee may appoint an Authenticating Agent or Agents (which may include any Person
that owns, directly or indirectly, all of the capital stock of the Trustee or a corporation that is
a wholly-owned subsidiary of the Trustee or of such other Person) with respect to one or more
series of Securities, or any Tranche thereof, that shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series or Tranche issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, 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. If any Unregistered
Securities are outstanding, the Trustee shall publish notice of such event once in an Authorized
Newspaper in The City of New York and, if any Unregistered Securities are listed on any securities
exchange outside of the United States, in the city in which such securities exchange is located.
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 Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority in the United States. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an Authenticating Agent ceases 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.




          (b) 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.




          (c) An Authenticating Agent may resign with respect to one or more series of Securities at any
time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent with respect to one or more series of
Securities by giving written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the
Trustee may appoint a successor Authenticating Agent that is acceptable to the Company and shall
provide notice of such appointment to all Holders of Securities of the series or Tranche with
respect to which such Authenticating Agent will serve, as provided in paragraph (a) of this
Section. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor hereunder, with like effect
as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section. An Authenticating Agent appointed
pursuant to this Section shall be entitled to rely on Sections 111, 308, 604 and 605 hereunder.




34









 








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




          (e) If an appointment with respect to the Securities of one or more series, or any Tranche
thereof, is made pursuant to this Section, the Securities of such series or Tranche 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 pursuant to and issued under the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	[                    ]	 	 
	 	 	   As Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

     As Authenticating Agent on behalf of the Trustee
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Authorized Officer of Authenticating Agent	 	 






Dated:                                        




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



ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




          SECTION 701. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be
furnished to the Trustee




     (a) semi-annually, not later than the 15th day after each Regular Record Date for each
series of Registered Securities at the time Outstanding or on June 30 and December 31 of
each year with respect to each series of Securities for which there are no Regular Record
Dates, a list, in such form as the Trustee may reasonably require, containing all the
information in the possession or control of the Company, or any of its Paying Agents other
than the Trustee, of the names and addresses of the Holders of Registered Securities of such
series, including Holders of interests in Global Securities, as of such preceding Regular
Record Date or on June 15 or December 15, as the case may be, or, in the case of a series of
non-interest bearing Securities, on a date to be determined as contemplated pursuant to
Section 301(b), 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;



35









 




excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar for Registered Securities other than Global Securities.




          SECTION 702. Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in
as current a form as is reasonably practicable, the names and addresses of Holders of Registered
Securities contained in the most recent list furnished to the Trustee as provided in Section 701
and the names and addresses of Holders of Registered Securities received by the Trustee in its
capacity as Security Registrar or Paying Agent. The Trustee may destroy any list furnished to it
as provided in Section 701 upon receipt of a new list so furnished.



          (b) If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or
other communication that 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 702(a), or




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



     If the Trustee elects not to afford such applicants access to such information, the Trustee
shall, upon the written request of such applicants, mail to each Holder whose name and address
appear in the information preserved at the time by the Trustee in accordance with Section 702(a) a
copy of the form of proxy or other communication that is specified in such request, with reasonable
promptness after a tender to the Trustee by the applicants of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing, unless within five
days after such tender the Trustee shall mail to such applicants and file with the Commission,
together with a copy of the material to be mailed, a written statement to the effect that, in the
opinion of the Trustee, such mailing would be contrary to the best interest of the Holders or would
be in violation of applicable law. Such
written statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement so filed, enters
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 finds, after notice and opportunity for hearing,
that all the objections so sustained have been met and enters an order so declaring, the Trustee
shall mail copies of such material to all such Holders with reasonable promptness after the entry
of such order and the renewal of such tender by such applicants; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their application.



          (c) Every Holder of Securities or coupons, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them
shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders in accordance with Section 702(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 702(b).



          SECTION 703. Reports by Trustee. (a) The Trustee shall transmit to Holders such reports concerning the Trustee
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.



          (b) Reports so required to be transmitted at stated intervals of not more than 12 months shall
be transmitted no later than July 1 in each calendar year, commencing with the first July 1 after
the first issuance of Securities pursuant to this Indenture.



36









 





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



          SECTION 704. Reports by Company. The Company shall:




     (1) file with the Trustee, within 45 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the U.S. Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the Commission,
in accordance with rules and regulations prescribed from time to time by the Commission,
such of the supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the U.S. Securities Exchange Act of 1934 in respect of a
security listed and registered on a national securities exchange as may be prescribed from
time to time in such rules and regulations;




     (2) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed 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




     (3) transmit by mail to all Holders of Registered Securities, as their names and
addresses appear in the Security Register, to such Holders of Unregistered Securities as
have, within the two years preceding such transmission, filed their names and addresses with
the Trustee for that purpose and to each Holder whose name and address is then preserved on
the Trustee’s list pursuant to the first sentence of Section 702(a), 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 (1)
and (2) of this Section as may be required by rules and regulations prescribed from time to
time by the Commission.



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER




          SECTION 801. Company May Consolidate, Etc. Only on Certain Terms. The Company shall not consolidate with
or merge into any other corporation or convey, transfer or lease all or substantially all of its
properties and assets to any Person, unless:




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




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




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



37









 





          SECTION 802. Successor Substituted for the Company. Upon any consolidation or merger or any conveyance,
transfer or lease of all or substantially all the properties and assets of the Company in
accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this Indenture with
the same effect as if such successor Person had been named as the Company herein and thereafter, in
the case of a conveyance, transfer or lease of properties and assets of the Company substantially
as an entirety, such conveyance, transfer or lease shall have the effect of releasing the Person
named as the “Company” in the first paragraph of this instrument or any successor corporation that
shall theretofore have become such in the manner prescribed in this Article from its liability as
obligor and maker on any of the Securities.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




          SECTION 901. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the
Company and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:




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




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




     (3) to add any additional Events of Default with respect to all or any series of
Securities Outstanding hereunder; or




     (4) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons; or




     (5) to change or eliminate any of the provisions of this Indenture, or to add any new
provision to this Indenture, in respect of one or more series of Securities; provided,
however, that any such change, elimination or addition (A) shall neither (i) apply to any
Security Outstanding on the date of such indenture supplemental hereto nor (ii) modify the
rights of the Holder of any such Security with respect to such provision in effect prior to
the date of such indenture supplemental hereto or (B) shall become effective only when no
Security of such series remains Outstanding; or




     (6) to secure the Securities pursuant to the requirements of any covenant on liens in
respect of such series of Securities or otherwise; or




     (7) to establish for the issuance of and establish the form or terms and conditions of
Securities of any series or Tranche thereof as permitted by Section 301(b), and to establish
the form of any certificates required to be furnished pursuant to the terms of this
Indenture or any series of Securities; or




     (8) to provide for uncertificated Securities in addition to or in place of all, or any
series or Tranche of, certificated Securities; or




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



38









 






     (10) to change any place or places where (a) the principal of or premium, if any, or
interest, if any, on all or any series of Securities, or any Tranche thereof, shall be
payable, (b) all or any series of Securities, or any Tranche thereof, may be surrendered for
registration or transfer, (c) all or any series of Securities, or any Tranche thereof, may
be surrendered for exchange and (d) notices and demands to or upon the Company in respect of
all or any series of Securities, or any Tranche thereof, and this Indenture may be served;




     (11) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities,
or any Tranche thereof, pursuant to Article Four, provided that any such action shall not
adversely affect the interests of the Holders of Securities of such series or Tranche or any
other series of Securities in any material respect;




     (12) to cure any ambiguity or to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, provided such action shall not
adversely affect the interests of the Holders of Securities of any series or Tranche in any
material respect; or




     (13) to make any other provisions with respect to matters or questions arising under
this Indenture, provided such action shall not adversely affect the interests of the Holders
of any Securities of any series or Tranche Outstanding on the date of such indenture
supplemental hereto.



          Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at
the date of the execution and delivery of this Indenture or at any time thereafter becomes amended
and



          (x) if any such amendment requires one or more changes to any provisions hereof or the
inclusion herein of any additional provisions, or by operation of law is deemed to effect such
changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to
have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company
and the Trustee may, without the consent of any Holders, enter into an indenture supplemental
hereto to effect or evidence such changes or additional provisions; or



          (y) if any such amendment permits one or more changes to, or the elimination of, any
provisions hereof that, at the date hereof or at any time thereafter, are required by the Trust
Indenture Act to be contained herein (or if it is no longer required by the Trust Indenture Act for
the Indenture to contain one or more provisions), this Indenture shall be deemed to have been
amended to effect such changes or elimination, and the Company and the Trustee may, without the
consent of any Holders, enter into an indenture supplemental hereto to evidence such amendment
hereof; or



          (z) if, by reason of any such amendment, it shall be no longer necessary for this Indenture to
contain one or more provisions that, at the date of the execution and delivery hereof, are required
by the Trust Indenture Act to be contained herein, the Company and the Trustee may, without the
consent of any Holders, enter into an indenture supplemental hereto to effect the elimination of
such provisions.



          SECTION 902. Supplemental Indentures With Consent of Holders. (a) Except as set forth in paragraph (b)
below, with the consent of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of each series affected (voting as one class) by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a resolution of its Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such action may be determined
in accordance with or pursuant to a Company Order), 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 or of the Coupons appertaining to such Securities or of modifying in
any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that if there are Securities of more than one series of equal ranking Outstanding
hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders
of Securities of one or more, but less than all, of such series, then the consent only of the
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of
all series so directly affected, considered as one class, shall be required.



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          (b) No such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount or premium, if any, thereof or
the rate of interest thereon (or the amount of any installment of interest thereon) or any
premium payable upon the redemption thereof, or change the method of calculating the rate of
interest thereon, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or change the coin or currency (or other property) in
which, any Security or any premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date, or, in the case of
repayment at the option of the Holders, on or after the Repayment Date), or modify any
provisions of this Indenture with respect to the conversion or exchange of the Securities
into Securities of another series or into any other debt or equity securities in a manner
adverse to the Holders, or




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




     (3) modify any of the provisions of this Section, Section 513 or Section 1008, 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 1008, or the deletion of this proviso,
in accordance with the requirements of Sections 611(b) and 901(9).



          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 Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof. A waiver by a Holder of such Holder’s rights to consent under this Section
shall be deemed to be a consent of such Holder.



          SECTION 903. Execution of Supplemental Indentures. In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.



          SECTION 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under
this Article, this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. Any
supplemental indenture permitted by this Article may restate this Indenture in its entirety, and,
upon the execution and delivery thereof, any such restatement shall supersede this Indenture as
theretofore in effect for all purposes.



          SECTION 905. Conformity With Trust Indenture Act. Every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as then in effect.



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          SECTION 906. Reference in Securities to Supplemental Indentures. Securities of any series, or any Tranche
thereof, 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 so
determines, new Securities of any series, or any Tranche thereof, and any appertaining coupons so
modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series or Tranche and any appertaining
coupons.



          SECTION 907. Revocation and Effect of Consents.
Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if notation of the consent
is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to his Security or portion of a Security if the Trustee receives the notice of revocation before
the date on which the Trustee receives an Officer’s Certificate certifying that the Holders of the
requisite principal amount of Securities have consented to the amendment or waiver. After an
amendment or waiver becomes effective, it shall bind every Holder of each series of Securities
affected by such amendment or waiver.



          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment or waiver. If a record date is fixed,
then notwithstanding the provisions of the immediately preceding paragraph, those persons who were
Holders at such record date (or their duly designated proxies), and only those persons, shall be
entitled to consent to such amendment or waiver or to revoke any consent previously given, whether
or not such persons continue to be Holders after such record date.



          After an amendment or waiver becomes effective it shall bind every Holder, unless it is of the
type described in any of clauses (1) through (3) of Section 902(c). In such case, the amendment or
waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of
a Security that evidences the same debt as the consenting Holder’s Security.



          SECTION 908. Modification Without Supplemental Indenture. If the terms of any particular series of
Securities have been established in a Board Resolution or an Officer’s Certificate as contemplated
by Section 301, and not in an indenture supplemental hereto, additions to, changes in or the
elimination of any of such terms may be effected by means of a supplemental Board Resolution or
Officer’s Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided,
however, that such supplemental Board Resolution or Officer’s Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this Indenture that would
be required to be satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Sections 904 and 906.



ARTICLE TEN




COVENANTS




          SECTION 1001. Payment of Principal, Premium and Interest. (a) Subject to the following provisions, the
Company will pay to the Trustee the amounts, in such coin or currency as is at the time legal
tender for the payment of public or private debt, in the manner, at the times and for the purposes
set forth herein and in the text of the Securities for each series, and the Company hereby
authorizes and directs the Trustee from funds so paid to it to make or cause to be made payment of
the principal of and any premium and interest on the Securities and coupons of each series as set
forth herein and in the text of such Securities and coupons. Unless otherwise provided in the
Securities of a series, the Trustee will arrange directly with any Paying Agents for the payment,
or the Trustee will make payment, from funds furnished by the Company, of the principal of and any
premium and interest, on the Securities and coupons of each series by check or draft.



41









 





          (b) Unless otherwise provided in the Securities of a series, interest, if any, on Registered
Securities of a series shall be paid by check or draft on each Interest Payment Date for such
series to the Holder thereof at the close of business on the Regular Record Date specified in the
Securities of such series; provided, however, that interest payable at Maturity will be paid to the
Person to whom principal is payable. The Company may pay such interest by check or draft mailed to
such Holder’s address as it appears on the register for Securities of such series. Unless
otherwise provided in the Securities of a series, principal of Registered Securities shall be
payable by check or draft and only against presentation and surrender of such Registered Securities
at the office of the Paying Agent, unless the Company shall have otherwise instructed the Trustee
in writing.



          (c) Unless otherwise provided in the Securities of a series, (i) interest, if any, on
Unregistered Securities shall be paid by check or draft and only against presentation and surrender
of the coupons for such interest installments as are evidenced thereby as they mature and (ii)
original issue discount (as defined in Section 1273 of the Code), if any, on Unregistered
Securities shall be paid by check or draft and only against presentation and surrender of such
Securities, in either case at the office of a Paying Agent located outside of the United States and
its possessions, unless the Company has otherwise instructed the Trustee in an Officer’s
Certificate. Unless otherwise provided in the Securities of a series, principal of and premium, if
any, of Unregistered Securities shall be paid by check or draft and only against presentation and
surrender of such Securities as provided in the Securities of a series. If at the time a payment
of principal of and premium, if any, or interest, if any, or original issue discount, if any, on an
Unregistered Security or coupon becomes due and the payment of the full amount so payable at the
office or offices of all the Paying Agents outside the United States and its possessions is illegal
or effectively precluded because of the imposition of exchange controls or other similar
restrictions on the payment of such amount in United States currency, then the Company may instruct
the Trustee in an Officer’s Certificate to make such payments at the office of a Paying Agent
located in the United States. The Company hereby covenants and agrees that it shall not so
instruct the Trustee with respect to payment in the United States if such payment would cause such
Unregistered Security to be treated as a “registration-required obligation” under United States law
and regulations.



          (d) At the election of the Company, any payments by the Company provided for in this Indenture
or in any of the Securities may be made by electronic funds transfer.



          SECTION 1002. Maintenance of Office or Agency. (a) The Company will maintain in each Place of Payment for
any series of Securities, or any Tranche thereof, an office or agency where Registered Securities,
or any Tranche thereof, of that series may be surrendered for registration of transfer or exchange
and a Place of Payment where (subject to Sections 305 and 307) Securities may be presented for
payment or exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. Unless otherwise specified pursuant to
Section 301(b) with respect to any such series, the Company shall maintain such offices or agencies
in connection with each series in the Borough of Manhattan, The City of New York, State of New
York. With respect to any series of Securities issued in whole or in part as Unregistered
Securities, the Company shall maintain one or more Paying Agents located outside the United States
and its possessions and shall maintain such Paying Agents for a period of one year after the
principal of such Unregistered Securities has become due and payable. During any period thereafter
for which it is necessary in order to conform to United States tax law or regulations, the Company
will maintain a Paying Agent outside the United States and its possessions to which the
Unregistered Securities or coupons appertaining thereto may be presented for payment and will
provide the necessary funds therefor to such Paying Agent upon reasonable notice. The Security
Registrar shall keep a register with respect to each series of Securities issued in whole or in
part as Registered Securities and to their transfer and exchange. The Company may appoint one or
more co-Security Registrars acceptable to the Trustee and one or more additional Paying Agents for
each series of Securities, and the Company may terminate the appointment of any co-Security
Registrar or Paying Agent at any time upon written notice. The term “Security Registrar” includes
any co-Security Registrar. The term “Paying Agent” includes any additional Paying Agent. The
Company shall notify the Trustee of the name and address of any Agent not a party to this
Indenture. Subject to Section 305, if the Company fails to maintain a Security Registrar or Paying
Agent, the Trustee shall act as such. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at any time the
Company fails to maintain any such required office or agency or fails 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 as its agent
to receive all such presentations, surrenders, notices and demands.



42









 





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



          (c) Anything herein to the contrary notwithstanding, any office or agency required by this
Section may be maintained at any office of the Company in which event the Company shall perform all
functions to be performed at such office or agency.



          SECTION 1003. Money for Securities Payments to Be Held in Trust. (a) If the Company at any time acts as
its own Paying Agent with respect to any series of Securities, or any Tranche thereof, it will, on
or before each due date of the principal of or any premium or interest on any of such Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal (and premium, if any) or interest so becoming due until such sums are paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.



          (b) Whenever the Company has one or more Paying Agents for any series of Securities, it will,
on or prior to (and if on, then before 11:00 a.m. (New York City time)) each due date of the
principal of and any premium or interest on such Securities, deposit with a Paying Agent a sum
sufficient (in immediately available funds, if payment is made on the due date) to pay the
principal and any premium and interest so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal, premium or interest as provided in the Trust
Indenture Act and (unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.



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




     (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying
Agent and




     (ii) during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the Securities of
that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums
held in trust by such Paying Agent for payment in respect of the Securities of that series.



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



          (e) Any money deposited with the Trustee or any Paying Agent, or received by the Trustee in
respect of Eligible Obligations deposited with the Trustee pursuant to Section 401 or 404, or then
held by the Company, in trust for the payment of the principal of and any premium or interest on
any Security of any series and remaining unclaimed for two years (or such shorter period for the
return of such funds to the Company under applicable abandoned property laws) after such principal,
premium or interest has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease.



43









 





          SECTION 1004. Statement by Officers as to Default. The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year of the Company ending after the date hereof, a written statement,
which need not comply with Section 102, signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company stating, as to each signer
thereof stating whether or not to the best knowledge of the signers thereof it is in default in the
performance and observance of any of the terms, provisions, and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided hereunder) and, if it is
in default, specifying all such defaults and the nature and status thereof of which they may have
knowledge.



          SECTION 1005. Corporate Existence. Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the Company shall not be required
to preserve any such right or franchise if, in the judgment of the Company, the preservation
thereof is no longer desirable in the conduct of the business of the Company.



          SECTION 1006. Maintenance of Properties. The Company shall cause (or, with respect to property owned in common
with others, make reasonable effort to cause) all its properties used or useful in the conduct of
its business to be maintained and kept in good condition, repair and working order and shall cause
(or, with respect to property owned in common with others, make reasonable effort to cause) to be
made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as,
in the judgment of the Company, may be necessary so that the business carried on in connection
therewith may be properly conducted; provided, however, that nothing in this Section shall prevent
the Company from discontinuing, or causing the discontinuance of, the operation and maintenance of
any of its properties if, in the judgment of the Company, such discontinuance (i) is desirable in
the conduct of its business and (ii) will not adversely affect the interests of the Holders of
Securities of any series in any material respect.



          SECTION 1007. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon it or upon the income, profits or property of it, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith.



          SECTION 1008. Waiver of Certain Covenants. Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set forth in (i) any
additional covenants or restrictions specified with respect to the Securities of any series as
contemplated by Section 301 if before the time for such compliance the Holders of not less than a
majority in aggregate principal amount (or such larger proportion as may be required in respect of
waiving a past default of any such additional covenant or restriction) of the Outstanding
Securities of all series of equal ranking with respect to which such covenant or restriction was so
specified, considered as one class, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition and (ii) Sections
1002, 1004, 1006 and 1007 and Article Eight if before the time for such compliance the Holders of
at least a majority in principal amount of Securities of all series of equal ranking Outstanding
under this Indenture by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition; but, in the case of clause (i)
or (ii) of this Section, no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver becomes effective, the obligations
of the Company and the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.



44









 





ARTICLE ELEVEN




REDEMPTION OF SECURITIES




          SECTION 1101. Applicability of Article.
Securities of any series that are redeemable before their Stated Maturity (or, if the
principal of the Securities of any series is payable in installments, the Stated Maturity of the
final installment of the principal thereof) shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301(b) for Securities of any series) in
accordance with this Article.



          SECTION 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or an Officer’s Certificate. In case of any redemption at
the election of the Company of less than all the Securities of any series, the Company shall, at
least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice is
satisfactory to the Trustee in its sole discretion), 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 that is subject to a condition specified in the terms of such Securities the Company shall
furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.



          SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any
series are to be redeemed, the particular Securities to be redeemed shall be selected by the
Trustee not more than 45 days prior to the Redemption Date, from the Outstanding Securities of such
series not previously called for redemption, by such method as is provided for any particular
series, or, in the absence of any such provision, by such method as the Trustee deems fair and
appropriate and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series; provided, however, that if, as indicated in
an Officer’s Certificate, the Company has offered to purchase all or any principal amount of the
Securities then Outstanding of any series, and less than all of such Securities as to which such
offer was made have been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such Securities that have
not been so tendered.



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



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



          SECTION 1104. Notice of Redemption. Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder
of Securities to be redeemed, at such Holder’s address appearing in the Security Register.



          If Unregistered Securities are to be redeemed, notice of redemption shall be published in an
Authorized Newspaper in The City of New York and, if such Securities to be redeemed are listed on
any securities exchange outside of the United States, in the city in which such securities exchange
is located, or in such other city or cities as may be specified in the Securities, once in each of
two different calendar weeks, the first publication to be not less than 30 nor more than 90 days
before the redemption date.



          All notices of redemption shall state:




     (1) the Redemption Date,



45









 






     (2) the Redemption Price, or the formula pursuant to which the Redemption Price is to
be determined if the Redemption Price cannot be determined at the time notice is given,




     (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption, the principal amounts) of the
particular Securities to be redeemed, and the portion of the principal amount of any
Security to be redeemed in part and, in the case of any such Security of such series to be
redeemed in part, that, on and after the Redemption Date, upon surrender of such Security, a
new Security or Securities of such series in principal amount equal to the remaining unpaid
principal amount thereof will be issued as provided in Section 1106,




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




     (5) the place or places where such Securities and all unmatured coupons are to be
surrendered for payment of the Redemption Price and accrued interest, if any,




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




     (7) the CUSIP numbers, if any, assigned to such Securities; provided however, that such
notice may state that no representation is made as to the correctness of CUSIP numbers, and
the redemption of such Securities shall not be affected by any defect in or omission of such
number, and




     (8) such other matters as the Company shall deem desirable or appropriate.



          Unless otherwise specified with respect to any Securities in accordance with Section 301, with
respect to any notice of redemption of Securities at the election of the Company, unless, upon the
giving of such notice, such Securities are deemed to have been paid in accordance with Section 401,
such notice may state that such redemption shall be conditional upon the receipt by the Paying
Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities
and that if such money has not been so received such notice shall be of no force or effect and the
Company shall not be required to redeem such Securities. In the event that such notice of
redemption contains such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the manner in which the
notice of redemption was given, that such money was not so received and such redemption was not
required to be made, and the Paying Agent or Agents for the Securities otherwise to have been
redeemed shall promptly return to the Holders thereof any of such Securities that had been
surrendered for payment upon such redemption.



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



          SECTION 1105. Securities Payable on Redemption Date. (a) Notice of redemption having been given as
aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the
Securities or portions thereof 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
defaults in the payment of the Redemption Price and accrued interest, if any) such Securities, or
portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such
Security together with all unmatured coupons for redemption in accordance with said notice, such
Security or portion thereof, if any, shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date but in the case of Unregistered Securities
installments of interest due on or prior to the Redemption Date will be payable to the bearers of
the coupons for such interest by check or draft upon surrender of such coupons; provided, however,
that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders
of such Securities, or one or more Predecessor



46









 




Securities, registered as such at the close of
business on the relevant Regular Record Dates according to their terms and the provisions of
Section 307.




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



          SECTION 1106. Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series, of any authorized
denomination as requested by such Holder, and of like tenor and in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security so surrendered.



ARTICLE TWELVE




REPAYMENT OF SECURITIES AT OPTION OF HOLDERS




          SECTION 1201. Applicability of Article. Securities of any series that are repayable before their Stated
Maturity at the option of the Holders shall be repayable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance
with this Article.



          SECTION 1202. Notice of Repayment Date. Notice of any Repayment Date with respect to Securities of any
series shall be given by the Company not less than 45 nor more than 60 days prior to such Repayment
Date (or at such other times as may be specified for such repayment or repurchase pursuant to
Section 301) to each Holder of Securities of such series in accordance with Section 106.



     The notice as to the Repayment Date shall state (unless otherwise specified for such repayment
or repurchase pursuant to Section 301):




     (1) the Repayment Date, which date shall be no earlier than 30 days and no later than
60 days from the date on which such notice is mailed;




     (2) the principal amount of the Securities required to be repaid or repurchased and the
Repayment Price (or the formula pursuant to which the Repayment Price is to be determined if
the Repayment Price cannot be determined at the time the notice is given);




     (3) the place or places where such Securities are to be surrendered for payment of the
Repayment Price, and accrued interest, if any, and the date by which Securities must be so
surrendered in order to be repaid or repurchased;




     (4) that any Security not tendered or accepted for payment shall continue to accrue
interest;




     (5) that, unless the Company defaults in making such payment or the Paying Agent is
prohibited from paying such money to the Holders on that date pursuant to the terms of this
Indenture, Securities accepted for payment pursuant to any such offer of repayment or
repurchase shall cease to accrue interest after the Repayment Date;




     (6) that Holders electing to have a Security repaid or purchased pursuant to such offer
may elect to have all or any portion of such Security purchased;




     (7) that Holders electing to have a Security repaid or repurchased pursuant to any such
offer shall be required to surrender the Security, with such customary documents of
surrender and transfer as the



47









 






Company may reasonably request, duly completed, or transfer by
book-entry transfer, to the Company or the Paying Agent at the address specified in the
notice at least two Business Days prior to the Repayment Date;




     (8) that Holders shall be entitled to withdraw their election if the Company or the
Paying Agent, as the case may be, receives, not later than the expiration of the offer to
repay or repurchase, a telegram, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Security the Holder delivered for purchase and a
statement that such Holder is withdrawing its election to have such Security purchased;




     (9) that, in the case of a repayment or repurchase of less than all Outstanding
Securities of a series, the method of selection of Securities to be repaid or repurchased to
be applied by the Trustee if the principal amount of properly tendered Securities exceeds
the principal amount of the Securities to be repaid or repurchased;




     (10) that Holders whose Securities are purchased only in part shall be issued new
Securities of the same series equal in principal amount to the unpurchased portion of the
Securities surrendered (or transferred by book-entry transfer); and




     (11) the CUSIP or other identification number, if any, printed on the Securities being
repurchased and that no representation is made as to the correctness or accuracy of the
CUSIP or other identification number, if any, listed in such notice or printed on the
Securities.



          SECTION 1203. Securities Payable on Repayment Date. The form of option to elect repurchase or repayment
having been delivered as specified in the form of Security for such series, the Securities of such
series so to be repaid (after application of the method of selection described pursuant to clause
(9) of Section 1202, if the principal amount of properly tendered Securities exceeds the principal
amount of the Securities to be repaid or repurchased) shall, on the Repayment Date, become due and
payable at the Repayment Price applicable thereto and from and after such date (unless the Company
defaults in the payment of the Repayment Price and accrued interest) such Securities shall cease to
bear interest. Upon surrender of any such Security for repayment in accordance with said notice,
such Security shall be paid by the Company at the Repayment Price together with accrued interest,
if any, to the Repayment Date; provided, however, that if a Security is repaid or repurchased on or
after a Regular Record Date but on or prior to the Stated Maturity of any installments of interest,
then any accrued and unpaid interest due on such Stated Maturity shall be payable to the Holders of
such Securities, or one or more Predecessor Securities, registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions of Section 307.



          If any Security is not paid upon surrender thereof for repayment, the principal (and premium,
if any) shall, until paid, bear interest from the Repayment Date at the rate prescribed therefor in
such Security.



          SECTION 1204. Securities Repaid in Part. Any Security that by its terms may be repaid in part at the option
of the Holder and that is to be repaid only in part shall be surrendered at any office or agency of
the Company designated for that purpose pursuant to Section 1002 (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security without service charge, a new Security or Securities of the
same series, as provided in Section 305,
of any authorized denomination as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unrepaid portion of the principal of the Security so surrendered.


 






48









 








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



          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 date first
above written.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Genomic Health, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	[CORPORATE SEAL]
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

Secretary

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	[Trustee]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 







49