exv4w1



 




EXHIBIT 4.1




 





INTERNATIONAL LEASE FINANCE CORPORATION




TO




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee



 




INDENTURE






Dated as of August 1, 2006




 



 





 









 








INTERNATIONAL LEASE FINANCE CORPORATION




Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture




	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	 
	Act Section	 	 	 	Indenture Section
	310
	 	(a)(1)	 	 	 	609
	 
	 	(a)(2)	 	 	 	609
	 
	 	(a)(3)	 	 	 	Not Applicable
	 
	 	(a)(4)	 	 	 	Not Applicable
	 
	 	(a)(5)	 	 	 	609
	 
	 	(b)	 	 	 	608
	 
	 	 	 	 	 	610
	311
	 	(a)	 	 	 	613(1), 613(3)
	 
	 	(b)	 	 	 	613(2)
	 
	 	(b)(2)	 	 	 	703(1)
	 
	 	 	 	 	 	703(2)
	312
	 	(a)	 	 	 	701
	 
	 	 	 	 	 	702(1)
	 
	 	(b)	 	 	 	702(2)
	 
	 	(c)	 	 	 	702(3)
	313
	 	(a)	 	 	 	703(1)
	 
	 	(b)	 	 	 	703(2)
	 
	 	(c)	 	 	 	703(1), 703(2)
	 
	 	(d)	 	 	 	703(3)
	314
	 	(a)	 	 	 	704
	 
	 	(b)	 	 	 	Not Applicable
	 
	 	(c)(1)	 	 	 	102
	 
	 	(c)(2)	 	 	 	102
	 
	 	(c)(3)	 	 	 	Not Applicable
	 
	 	(d)	 	 	 	Not applicable
	 
	 	(e)	 	 	 	102
	315
	 	(a)	 	 	 	601(1)
	 
	 	(b)	 	 	 	602
	 
	 	(c)	 	 	 	601(2)
	 
	 	(d)	 	 	 	601(3)
	 
	 	(d)(1)	 	 	 	601(3)(i)
	 
	 	(d)(2)	 	 	 	601(3)(ii)
	 
	 	(d)(3)	 	 	 	601(3)(iii)
	 
	 	(e)	 	 	 	514
	316
	 	(a)	 	 	 	101
	 
	 	(a)(1)(A)	 	 	 	502
	 
	 	 	 	 	 	512
	 
	 	(a)(1)(B)	 	 	 	513
	 
	 	(a)(2)	 	 	 	Not Applicable
	 
	 	(b)	 	 	 	508
	 
	 	(c)	 	 	 	Not Applicable
	317
	 	(a)(1)	 	 	 	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
	 	 	7	 
	SECTION 103.

	 	Form of Documents Delivered to Trustee
	 	 	7	 
	SECTION 104.

	 	Acts of Holders
	 	 	8	 
	SECTION 105.

	 	Notices, Etc., to Trustee and Company
	 	 	9	 
	SECTION 106.

	 	Notice to Holders; Waiver
	 	 	9	 
	SECTION 107.

	 	Conflict with Trust Indenture Act
	 	 	10	 
	SECTION 108.

	 	Effect of Headings and Table of Contents
	 	 	10	 
	SECTION 109.

	 	Successors and Assigns
	 	 	10	 
	SECTION 110.

	 	Separability Clause
	 	 	10	 
	SECTION 111.

	 	Benefits of Indenture
	 	 	10	 
	SECTION 112.

	 	Governing Law
	 	 	10	 
	SECTION 113.

	 	Legal Holidays
	 	 	10	 
	SECTION 114.

	 	USA Patriot Act
	 	 	11	 
	 
	 	 	 	 	 	 
	
ARTICLE TWO 
SECURITY FORMS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 201.

	 	Forms Generally
	 	 	11	 
	SECTION 202.

	 	Form of Trustee’s Certificate of Authentication
	 	 	11	 
	SECTION 203.

	 	Provisions of Global Security
	 	 	12	 
	 
	 	 	 	 	 	 
	
ARTICLE THREE 
THE SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 301.

	 	Amount Unlimited; Issuable in Series
	 	 	13	 
	SECTION 302.

	 	Denominations
	 	 	15	 
	SECTION 303.

	 	Execution, Authentication, Delivery and Dating
	 	 	16	 
	SECTION 304.

	 	Temporary Securities
	 	 	17	 
	SECTION 305.

	 	Registration, Registration of Transfer and Exchange
	 	 	18	 
	SECTION 306.

	 	Mutilated, Destroyed, Lost and Stolen Securities
	 	 	20	 
	SECTION 307.

	 	Payment of Interest; Interest Rights Preserved
	 	 	21	 
	SECTION 308.

	 	Persons Deemed Owners
	 	 	22	 
	SECTION 309.

	 	Cancellation
	 	 	22	 
	SECTION 310.

	 	Computation of Interest
	 	 	23	 
	 
	 	 	 	 	 	 
	
ARTICLE FOUR 
SATISFACTION AND DISCHARGE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 401.

	 	Satisfaction and Discharge of Indenture
	 	 	23	 
	SECTION 402.

	 	Application of Trust Money
	 	 	24	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	
ARTICLE FIVE 
REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 501.

	 	Events of Default
	 	 	24	 
	SECTION 502.

	 	Acceleration of Maturity; Rescission and Annulment
	 	 	26	 
	SECTION 503.

	 	Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	27	 
	SECTION 504.

	 	Trustee May File Proofs of Claim
	 	 	28	 
	SECTION 505.

	 	Trustee May Enforce Claims Without Possession of Securities
	 	 	29	 
	SECTION 506.

	 	Application of Money Collected
	 	 	29	 
	SECTION 507.

	 	Limitation on Suits
	 	 	30	 
	SECTION 508.

	 	Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	30	 
	SECTION 509.

	 	Restoration of Rights and Remedies
	 	 	30	 
	SECTION 510.

	 	Rights and Remedies Cumulative
	 	 	31	 
	SECTION 511.

	 	Delay or Omission Not Waiver
	 	 	31	 
	SECTION 512.

	 	Control by Holders
	 	 	31	 
	SECTION 513.

	 	Waiver of Past Defaults
	 	 	32	 
	SECTION 514.

	 	Undertaking for Costs
	 	 	32	 
	SECTION 515.

	 	Waiver of Stay or Extension Laws
	 	 	33	 
	 
	 	 	 	 	 	 
	
ARTICLE SIX 
THE TRUSTEE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 601.

	 	Certain Duties and Responsibilities
	 	 	33	 
	SECTION 602.

	 	Notice of Defaults
	 	 	34	 
	SECTION 603.

	 	Certain Rights of Trustee
	 	 	35	 
	SECTION 604.

	 	Not Responsible for Recitals or Issuance of Securities
	 	 	36	 
	SECTION 605.

	 	May Hold Securities
	 	 	36	 
	SECTION 606.

	 	Money Held in Trust
	 	 	36	 
	SECTION 607.

	 	Compensation and Reimbursement
	 	 	36	 
	SECTION 608.

	 	Disqualification; Conflicting Interests
	 	 	37	 
	SECTION 609.

	 	Corporate Trustee Required; Eligibility
	 	 	37	 
	SECTION 610.

	 	Resignation and Removal; Appointment of Successor
	 	 	37	 
	SECTION 611.

	 	Acceptance of Appointment by Successor
	 	 	39	 
	SECTION 612.

	 	Merger, Conversion, Consolidation or Succession to Business
	 	 	40	 
	SECTION 613.

	 	Preferential Collection of Claims Against Company
	 	 	40	 
	SECTION 614.

	 	Appointment of Authenticating Agent
	 	 	44	 
	SECTION 615.

	 	Roles of Trustee
	 	 	46	 
	 
	 	 	 	 	 	 
	
ARTICLE SEVEN 
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 701.

	 	Company to Furnish Trustee Names and Addresses of Holders
	 	 	46	 
	SECTION 702.

	 	Preservation of Information; Communications to Holders
	 	 	46	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 703.

	 	Reports by Trustee
	 	 	47	 
	SECTION 704.

	 	Reports by Company
	 	 	49	 
	 
	 	 	 	 	 	 
	
ARTICLE EIGHT 
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 801.

	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	50	 
	SECTION 802.

	 	Successor Corporation Substituted
	 	 	51	 
	 
	 	 	 	 	 	 
	
ARTICLE NINE 
SUPPLEMENTAL INDENTURE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 901.

	 	Supplemental Indentures Without Consent of Holders
	 	 	51	 
	SECTION 902.

	 	Supplemental Indentures with Consent of Holders
	 	 	52	 
	SECTION 903.

	 	Execution of Supplemental Indentures
	 	 	53	 
	SECTION 904.

	 	Effect of Supplemental Indentures
	 	 	53	 
	SECTION 905.

	 	Conformity with Trust Indenture Act
	 	 	54	 
	SECTION 906.

	 	Reference in Securities to Supplemental Indentures
	 	 	54	 
	SECTION 907.

	 	Reservation of Rights of Trustee
	 	 	54	 
	 
	 	 	 	 	 	 
	
ARTICLE TEN 
COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1001.

	 	Payment of Principal, Premium and Interest
	 	 	54	 
	SECTION 1002.

	 	Maintenance of Office or Agency
	 	 	54	 
	SECTION 1003.

	 	Money for Securities Payments to Be Held in Trust
	 	 	55	 
	SECTION 1004.

	 	Corporate Existence
	 	 	56	 
	SECTION 1005.

	 	Payment of Taxes and Other Claims
	 	 	56	 
	SECTION 1006.

	 	Restrictions Upon Mortgage, Lien or Pledge of Property
	 	 	57	 
	SECTION 1007.

	 	Restrictions on the Payment of Dividends
	 	 	59	 
	SECTION 1008.

	 	Restrictions on Permitting Restricted Subsidiaries to Become Non-Restricted
Subsidiaries and Non-Restricted Subsidiaries to Become Restricted Subsidiaries
	 	 	59	 
	SECTION 1009.

	 	Restriction on Investments in Non-Restricted Subsidiaries
	 	 	60	 
	SECTION 1010.

	 	Statement by Officers as to Default
	 	 	60	 
	SECTION 1011.

	 	Waiver of Certain Covenants
	 	 	60	 
	 
	 	 	 	 	 	 
	
ARTICLE ELEVEN 
REDEMPTION OF SECURITIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1101.

	 	Applicability of Article
	 	 	61	 
	SECTION 1102.

	 	Election to Redeem; Notice to Trustee
	 	 	61	 
	SECTION 1103.

	 	Selection by Trustee of Securities to Be Redeemed
	 	 	61	 
	SECTION 1104.

	 	Notice of Redemption
	 	 	62	 






- iii -









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 
	 	 	 	 	Page
	SECTION 1105.

	 	Deposit of Redemption Price
	 	 	62	 
	SECTION 1106.

	 	Securities Payable on Redemption Date
	 	 	62	 
	SECTION 1107.

	 	Securities Redeemed in Part
	 	 	63	 
	 
	 	 	 	 	 	 
	
ARTICLE TWELVE
SINKING FUNDS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1201.

	 	Applicability of Article
	 	 	63	 
	SECTION 1202.

	 	Satisfaction of Sinking Fund Payments with Securities
	 	 	63	 
	SECTION 1203.

	 	Redemption of Securities for Sinking Fund
	 	 	64	 
	 
	 	 	 	 	 	 
	

ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1301.

	 	Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	64	 
	SECTION 1302.

	 	Defeasance and Discharge
	 	 	64	 
	SECTION 1303.

	 	Covenant Defeasance
	 	 	65	 
	SECTION 1304.

	 	Conditions to Defeasance or Covenant Defeasance
	 	 	65	 
	SECTION 1305.

	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	67	 
	SECTION 1306.

	 	Knowledge of Trustee
	 	 	68	 








 




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





- iv -









 





          INDENTURE, dated as of August 1, 2006, from International Lease Finance Corporation, a
corporation duly organized and existing under the laws of the State of California (herein called
the “Company”), to Deutsche Bank Trust Company Americas, a New York banking corporation, as
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 (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.




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




NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




SECTION 101. Definitions




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





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




     (2) all other terms used herein which are defined in the Trust Indenture Act, 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 as in effect on the date
in question; and




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



 









 





     Certain terms, used principally in Articles Six and Ten, are defined in those Articles.



     “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.



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



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



     “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law to close or such other day as provided in or pursuant to
an Officers’ Certificate or supplemental indenture referred to in Section 301.



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



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



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



     “Corporate Trust Office” means the principal office of the Trustee at 60 Wall Street,
27th Floor, New York, NY 10005 (facsimile number for receipt of notices: (732) 578-4635)
or at such other location at which at any particular time its corporate trust business shall be
administered.



2









 





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



     “covenant defeasance” has the meaning specified in Section 1303.



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



     “defeasance” has the meaning specified in Section 1302.



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depositary by the
Company pursuant to Section 301, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any series shall mean the Depositary with
respect to the Securities of such series.



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



     “Global Security” means a Security in the form prescribed in Section 203 evidencing all or
part of a series of Securities, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.



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



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



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



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



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



     “Non-Restricted Subsidiary” means (i) any Subsidiary which shall be designated by the Board of
Directors as a Non-Restricted Subsidiary, and (ii) any other Subsidiary of which the majority of
the voting stock is owned directly or indirectly by one or more Non-Restricted Subsidiaries, if
such other Subsidiary is a corporation, or in which a Non-Restricted Subsidiary is a general
partner, if such other Subsidiary is a limited partnership.



3









 





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



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



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



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




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




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




     (iii) Securities which have been defeased pursuant to Section 1302 hereof; and




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


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of a Security denominated in a
foreign currency or currency unit shall be the U.S. dollar equivalent, determined as of the date of
original issuance of such Security, of the


4









 






principal amount of such Security (or, in the case of an Original Issue Discount Security
denominated in a foreign currency or currency unit, the U.S. dollar equivalent, determined as of
the date of original issuance of such Security, of the amount determined as provided in (i) above),
and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.




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



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



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



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



     “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.



     “Responsible Officer,” when used with respect to the Trustee, means any officer within
Corporate Trust Administration (or any successor group of the Trustee), including any director,
managing director, vice president, assistant vice president, corporate trust officer, assistant
corporate trust officer, secretary, assistant secretary, treasurer, assistant treasurer, associate
or any other officer or assistant officer of the



5









 







Trustee customarily performing functions similar to those performed by the persons who at that
time shall be such officers having direct responsibility for the administration of this Indenture,
and also means, with respect to a particular corporate trust matter, any other officer to whom such
trust matter is referred because of his or her knowledge of and familiarity with the particular
subject.



     “Restricted Subsidiary” means any Subsidiary other than a Non-Restricted Subsidiary;
provided, however, that the Board of Directors may, subject to Section 1008
designate any Non-Restricted Subsidiary, substantially all of the physical properties or business
of which are located in the United States of America, its territories and possessions, or Puerto
Rico and which does not meet the requirements of clause (ii) of the definition of Non-Restricted
Subsidiary, as a Restricted Subsidiary.



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



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



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



     “Stated Maturity,” when used with respect to any Security or any installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is due and payable,
subject to any provisions for adjustment or deferral of any such date as contemplated by Section
301.



     “Subsidiary” means a corporation, partnership or trust more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event that the
Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by such amendment, the Trust Indenture Act of 1939, as amended and except as provided in
Section 905.



     “U.S. Government Obligations” has the meaning specified in Section 1304(1).



6









 





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




          “Voting Stock” means stock or other interests evidencing ownership in a corporation,
partnership or trust which ordinarily has voting power for the election of directors, or other
persons performing equivalent functions, whether at all times or only so long as no senior class of
stock has such voting power by reason of any contingency.




SECTION 102. Compliance Certificates and Opinions.




          Except as otherwise expressly provided
by this Indenture, upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been complied with, except that
in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, including any request to authenticate and deliver Securities of any series pursuant to
Section 303, no additional certificate or opinion need be furnished.




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





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




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




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




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



SECTION 103. Form of Documents Delivered to Trustee.




          In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person, it is not necessary
that all such matters be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may certify or give an

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opinion with respect to some matters and one or more other such Persons as to other matters, and
any such Person may certify or give an opinion as to such matters in one or several documents.




          Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or Opinion of Counsel, or representations by counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel or representations by counsel may
be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect
to such factual matters is in the possession of the Company, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.




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




SECTION 104. Acts of Holders.





     (1) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by 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 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.




     (2) 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
or her individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his or her authority. The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.



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




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



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




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





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




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



SECTION 106. Notice to Holders; Waiver.




          Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his or her address as it
appears in the Security Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where
this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.




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




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SECTION 107. Conflict with Trust Indenture Act.




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




SECTION 108. Effect of Headings and Table of Contents.




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




SECTION 109. Successors and Assigns.




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




SECTION 110. Separability Clause.




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




SECTION 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 and their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.




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 without regard to its conflict of law principles (except Sections 5-1401 and
5-1402 of the New York General Obligations Law).




SECTION 113. Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest,
except as provided in Section 502(1)(iii), if applicable, shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.




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SECTION 114. USA Patriot Act.




          The parties hereto acknowledge that, in accordance with Section 326 of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, modified or
supplemented from time to time, the “USA Patriot Act”), the Trustee, like all financial
institutions, is required to obtain, verify and record information that identifies each person or
legal entity that opens an account. The parties to this Indenture agree that they will provide the
Trustee with such information as the Trustee may reasonably request in order for the Trustee to
satisfy the requirements of the USA Patriot Act.




ARTICLE TWO




SECURITY FORMS




SECTION 201. Forms Generally.




          The Securities of each series shall be in substantially the form (including permanent global
form) as shall be established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with the rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution of such Securities. If
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 certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such Securities. If all
of the Securities of any series established by action taken pursuant to a Board Resolution are not
to be issued at one time, it shall not be necessary to deliver a record of such action at the time
of issuance of each Security of such series, but an appropriate record of such action shall be
delivered at or before the time of issuance of the first Security of such series.




          The definitive Securities shall be printed, lithographed or engraved or may be produced in any
other manner, all as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.




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




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




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




DEUTSCHE BANK TRUST COMPANY

AMERICAS,

as Trustee




By                                                            

   Authorized Signatory




SECTION 203. Provisions of Global Security.




          If Securities of a series are issuable in whole or in part in global form, as specified as
contemplated by Section 301(17), then, notwithstanding the provisions of Sections 301 and 302, any
such Security shall represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate principal amount of
Outstanding Securities from time to time endorsed thereon and that the aggregate principal amount
of Outstanding Securities represented thereby may from time to time be reduced to reflect
exchanges. The global form may be permanent or temporary. Any endorsement of a Security in global
form to reflect the amount, or any increase or decrease in the principal amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and upon instructions
given by such Person or Persons as shall be specified therein or in the Company Order to be
delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303
or 304 has been or simultaneously is delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in writing but need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel.




          Notwithstanding the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 301, payment of principal of and any premium and interest on any Security
in permanent global form shall be made to the Person or Persons specified therein.




          Notwithstanding the provisions of Section 307 and except as provided in the preceding
paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat a
Person as the Holder of such principal amount of Outstanding Securities represented by a permanent
Global Security as shall be specified in a written statement of the Depositary with respect to such
permanent Global Security, for purposes

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of obtaining any consents or directions required to be given by the Holders pursuant to this
Indenture.




          Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any Global Security shall provide, in addition to the provisions established pursuant
to Sections 201 and 301 and set forth in the preceding paragraphs, that the Depositary will not
sell, assign, transfer or otherwise convey any beneficial interest in such Global Security unless
such beneficial interest is in an amount equal to an authorized denomination for Securities of such
series, and that the Depositary, by accepting such Global Security, agrees to be bound by such
provision.




ARTICLE THREE




THE SECURITIES




SECTION 301. Amount Unlimited; Issuable in Series.




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




          The Securities may be issued in one or more series and the Securities of each such series
shall rank equally and pari passu with the Securities of each other series, unless otherwise
provided pursuant to this Section 301. There shall be established in or pursuant to a Board
Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an
Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series,





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




     (2) any limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and
except for any Securities which, pursuant to Section 303, shall not have been issued and
sold by the Company and are therefore deemed never to have been authenticated and delivered
hereunder);




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




     (4) the date or dates on which the principal of the Securities of the series is
payable and any provision for the deferral of any such date;




     (5) the rate or rates (or the formula pursuant to which such rate or rates shall be
determined) at which the Securities of the series shall bear interest, if any,



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including the rate of interest applicable on overdue payments of principal or
interest, if different from the rate of interest stated in the Security; the date or dates
from which such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable and any provisions for the adjustment or deferral of any such date and the
Regular Record Date or any formula for determining the Record Date for the interest payable
on any Interest Payment Date;




(6) the place or places where the principal of (and premium, if any) and interest, if
any, on the Securities of the series shall be payable, and the place or places where the
Securities of the series may be presented for registration of transfer or exchange and the
place or places where notices and demands to or upon the Company in respect of the
Securities of the series may be made;




(7) 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 may be redeemed, in whole
or in part, at the option of the Company;




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




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




(10) the currency or currencies, including composite currencies, in which payment of
the principal of (and premium, if any) and interest, if any, on the Securities of the
series shall be payable if other than the currency of the United States, which may be
different for principal, premium, if any, and interest, if any;




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




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




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



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(14) if the Securities of the series shall not rank equally and pari passu with the
Securities of each other series issued under this Indenture, the ranking of the Securities
of the series;




(15) any Event of Default with respect to the Securities of the series, if not set
forth herein, and any additions, modifications or deletions in the Events of Default,
covenants of the Company, notice requirements or redemption provisions set forth herein
with respect to the Securities of such series;




(16) whether either or both of Section 1302 and Section 1303 shall not apply to the
Securities of the series;




(17) whether the Securities of the series shall be issued in whole or in part in the
form of one or more Global Securities and, in such case, the Depositary for such Global
Security or Securities, which Depositary shall be, if then required by applicable law or
regulation, a clearing agency registered under the Securities Exchange Act of 1934, as
amended; and




(18) any other terms of the series, including the covenants to be applicable to
Securities of such series.



          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth in the Officers’ Certificate referred to above or in any
such indenture supplemental hereto. All Securities of any one series need not be issued at one
time and, unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series.




          If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series. If all of the Securities of any
series established by action taken pursuant to a Board Resolution are not to be issued at one time,
it shall not be necessary to deliver a record of such action at the time of issuance of each
Security of such series, but an appropriate record of such action shall be delivered at or before
the time of issuance of the first Security of such series.




SECTION 302. Denominations.




          Except as otherwise specified as contemplated by Section 301 for Securities of any series, the
Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.




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SECTION 303. Execution, Authentication, Delivery and Dating.




          The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
President, its Chief Financial Officer or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers on the Securities may be manual or facsimile.




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




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and make
available for delivery such Securities. If all of the Securities of any series are not to be
issued at one time and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining the terms of particular Securities of such series, such
as interest rate, maturity date, date of issuance and date from which interest shall accrue. 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,





     (1) if the form of such Securities has been established by or pursuant to a Board
Resolution as permitted by Section 201, that such form has been established in conformity
with the provisions of this Indenture;




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




     (3) 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 and paid for, will be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles
affecting creditors’ rights generally, and except that such counsel may advise that the
enforceability of the Securities is subject to the effect of general principles of equity
including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at



16









 






law, and, if applicable, to provisions of law which may require that a judgment for
money damages rendered by a court in the United States be expressed in United States
dollars.


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




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




          Each Security shall be dated the date of its authentication.




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




SECTION 304. Temporary Securities.




          Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, reproduced or otherwise 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.




          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

17









 








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 make available for delivery, in exchange therefor a like principal amount of
definitive Securities of the same series and tenor of authorized denominations. Until so exchanged
the temporary Securities of any series shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities of such series.




SECTION 305. Registration, Registration of Transfer and Exchange.




          The Company shall cause to be kept at the Corporate Trust Office 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 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.




          Upon surrender for registration of transfer of any Security of any series at the Corporate
Trust Office, the Company shall execute, and the Trustee shall authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like tenor and aggregate principal amount
and Stated Maturity.




          At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of a like tenor, aggregate principal amount
and Stated Maturity, upon surrender of the Securities to be exchanged at the Corporate Trust
Office. Whenever any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and make available for delivery, the Securities which the Holder
making the exchange is entitled to receive.




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




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




          No service charge to the Holder shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in

18









 








connection with any registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.




          The Company shall not be required (i) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before any selection for
redemption of Securities of like tenor and of the series of which such Security is a part and
ending at the close of business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of Securities of such series to be redeemed, 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.




          If at any time the Depositary for the Securities of a series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities of such series shall no longer be eligible under Section 301, the
Company shall appoint a successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such ineligibility, the Company’s
election to issue Global Securities pursuant to Section 301 shall no longer be effective with
respect to the Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver, Securities of such series in definitive form in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.




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




          Notwithstanding any other provision in this Indenture, a Global Security may not be
transferred except as a whole by the Depositary with respect to such Global Security to a nominee
of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or except to the Trustee in exchange for definitive Securities as provided in this
Indenture. Unless otherwise provided as contemplated by Section 301 with respect to any series of
Securities evidenced in whole or in part by a Global Security, the Depositary may not sell, assign,
transfer or otherwise convey any beneficial interest in a Global Security evidencing all or part of
the Securities of such series unless such beneficial interest is in an amount equal to an
authorized denomination for Securities of such series.




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SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.




          If any mutilated Security is surrendered to the Security Registrar, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same
series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.




          If there shall be delivered to the Company and the Security Registrar (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity
as may be required by the Security Registrar to save the Company, the Security Registrar and any
agent of either of them harmless, then, in the absence of notice to the Company or the Security
Registrar that such Security has been acquired by a bona fide purchaser, the Company shall execute
and, upon receipt of a Company Order, the Trustee shall authenticate and make available for
delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor, principal amount and Stated Maturity and bearing a number not contemporaneously
outstanding. If after the delivery of such new Security, a bona fide purchaser of the original
Security in lieu of which such new Security was issued presents for payment such original Security,
the Company and the Security Registrar shall be entitled to recover such new Security from the
Person to whom it was delivered or any Person taking therefrom, except a holder in due course, and
the Security Registrar and the Company shall be entitled to recover upon the indemnity provided
therefor to the extent of any loss, damage, cost or expenses incurred by the Company or the
Security Registrar or any agent of any of them in connection therewith. Such indemnification of
the Company shall not require the posting of a bond.




          In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable or shall have become subject to notice of redemption in full, the Company in
its discretion may, instead of issuing a new Security, pay such Security without surrender thereof,
except that any mutilated security shall be surrended.




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




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




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




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SECTION 307. Payment of Interest; Interest Rights Preserved.




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




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





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




     (2) The Company may make payment of any Defaulted Interest on the 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



21









 






     by the Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.



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




SECTION 308. Persons Deemed Owners.




          Prior to due presentment of a Security for registration of transfer, the Company, the Trustee,
the Security Registrar and any agent of the Company, the Trustee or the Security Registrar may
treat the Person in whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307)
interest on such Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee, the Security Registrar nor any agent of the Company,
the Trustee or the Security Registrar shall be affected by notice to the contrary.




          Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall
prevent the Company, the Trustee, the Security Registrar or any agent of the Company, the Trustee
or the Security Registrar, from giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as between a Depositary and holders of
beneficial interests in any Global Security, the operation of customary practices governing the
exercise of the rights of the Depositary as Holder of such Global Security.




SECTION 309. Cancellation.




          All Securities 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
Security Registrar, be delivered to the Security Registrar and shall be promptly cancelled by it.
The Company may at any time deliver to the Security Registrar for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Security Registrar (or to any other Person for delivery to the
Security Registrar) for cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the
Security Registrar. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities held by the Security Registrar shall be disposed of as directed by a
Company Order, except that the Trustee shall not be required to destroy any such cancelled
Securities.




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SECTION 310. Computation of Interest.




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




ARTICLE FOUR




SATISFACTION AND DISCHARGE




SECTION 401. Satisfaction and Discharge of Indenture.




          This Indenture shall upon Company Request cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, upon receipt of such Company Request and at the sole expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, which
instruments shall be reasonably requested by the Company, when




          (1) either





     (i) all Securities theretofore authenticated and delivered (other than (A)
Securities which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 306 and (B) Securities for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Security Registrar for cancellation; or




     (ii) all such Securities not theretofore delivered to the Security Registrar
for cancellation




     (A) have become due and payable, or




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




     (C) have been 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 sole expense, of the
Company,




and the Company, in the case of (A), (B) or (C) above, has deposited or caused to
be deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and premium,
if any) and interest to the date of such deposit



23









 






(in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;




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




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



          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee (acting in any capacity under this Indenture) under Section 607, and, if
money shall have been deposited with the Trustee pursuant to subclause (ii) of Clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003
shall survive.




SECTION 402. Application of Trust Money.




          Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee.




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 (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body)
unless it is specifically deleted or modified in the supplemental indenture, if any, or Officers’
Certificate, if any, under which such series of Securities is issued:





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




     (2) default in the payment of all or any part of the principal of (or premium, if any,
on) any Security of that series when it becomes due and payable at its Maturity; or



24









 






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




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




     (5) default under any mortgage, indenture (including this Indenture) or instrument
under which there is issued, or which secures or evidences, any indebtedness for borrowed
money of the Company or any Restricted Subsidiary now existing or hereinafter created,
which default shall constitute a failure to pay principal of such indebtedness in an amount
exceeding $50,000,000 when due and payable (other than as a result of acceleration), after
expiration of any applicable grace period with respect thereto, or shall have resulted in
an aggregate principal amount of such indebtedness exceeding $50,000,000 becoming or being
declared due and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged or such acceleration having been
rescinded or annulled within a period of 30 days after there has been given a written
notice, by registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the Securities of
that series at the time outstanding, specifying such default with respect to the other
indebtedness and requiring the Company to cause such indebtedness to be discharged or cause
such acceleration to be rescinded or annulled and stating that such notice is a “Notice of
Default” hereunder; or




     (6) 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 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



25









 






     (7) 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




     (8) any other Event of Default provided in the supplemental indenture, if any, or
Officers’ Certificate, if any, with respect to Securities of that series.



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
principal amount of the Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of all of the
Securities of that series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.




          At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of
the Outstanding Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if





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




     (i) all overdue interest on all Securities of that series,




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



26









 






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




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




     and




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


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




          Upon receipt by the Trustee of any declaration of acceleration, or rescission and annulment
thereof, with respect to Securities of a series all or part of which is represented by a Global
Security, the Trustee shall establish a record date for determining Holders of Outstanding
Securities of such series entitled to join in such declaration of acceleration, or rescission and
annulment, as the case may be, which record date shall be at the close of business on the day the
Trustee receives such declaration of acceleration, or rescission and annulment, as the case may be.
The Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such declaration of acceleration, or rescission and annulment, as the case may
be, whether or not such Holders remain Holders after such record date; provided, that
unless such declaration of acceleration, or rescission and annulment, as the case may be, shall
have become effective by virtue of the requisite percentage having been obtained prior to the day
which is 90 days after such record date, such declaration of acceleration, or rescission and
annulment, as the case may be, shall automatically and without further action by any Holder be
cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new declaration of
acceleration, or rescission or annulment thereof, as the case may be, that is identical to a
declaration of acceleration, or rescission or annulment thereof, which has been cancelled pursuant
to the proviso to the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 502.




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




          The Company covenants that if





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



27









 






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




     (3) default is made in the making or satisfaction of any sinking fund payment or
analogous obligation when and if the same becomes due pursuant to the terms of any
Security,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal, including any
sinking fund payment or analogous obligations (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue interest, at the rate or rates prescribed therefor in such
Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.




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




          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 shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.




SECTION 504. Trustee May File Proofs of Claim.




          In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the 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,





     (1) to file and prove a claim for the whole amount of principal (and premium, if any)
and interest, if any, owing and unpaid in respect of the Securities



28









 







and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and of the
Holders allowed in such judicial proceeding, and




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


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, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.




          Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder 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.




          All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities 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 be paid
and applied as provided in Section 506.




SECTION 506. Application of Money Collected.




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




     SECOND: To the payment of the amounts then due and unpaid for principal of (and
premium, if any) and interest on the 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 premium, if
any) and interest, respectively.




29









 








			
	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 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 reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request;




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




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

30









 








Holder, then and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.





			
	SECTION 510.	 	Rights and Remedies Cumulative.





          Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen 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. To the extent permitted by applicable law, 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.





          To the extent permitted by applicable law, 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, in accordance with the terms of this Indenture.





			
	SECTION 512.	 	Control by Holders.





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





     (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.



          Upon receipt by the Trustee of any purported direction with respect to Securities of a series
all or part of which is represented by a Global Security, the Trustee shall establish a record date
for determining Holders of Outstanding Securities of such series entitled to join in such
direction, which record date shall be at the close of business on the day the Trustee receives such
direction. The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders
after such record date; provided, that unless

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such majority in principal amount shall have been obtained prior to the day which is 90 days
after such record date, such direction shall automatically and without further action by any Holder
be cancelled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after expiration of such 90-day period, a new direction identical
to a direction which has been cancelled pursuant to the proviso to the preceding sentence, in which
event a new record date shall be established pursuant to the provisions of this Section 512.





			
	SECTION 513.	 	Waiver of Past Defaults.





          By written instruction delivered to the Company and the Trustee, the Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may, on behalf of the
Holders of all the Securities of such series, waive any past default hereunder with respect to such
series and its consequences, except a default





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




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



          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive any past default hereunder. If a record date is fixed,
the Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to waive any default hereunder, whether or not such Holders remain Holders after such
record date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such waiver previously
given shall automatically and without further action by any Holder be cancelled and of no further
effect.




          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 his or her acceptance
thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the
aggregate more than 10% in

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principal amount of the Outstanding Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) 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).





			
	SECTION 515.	 	Waiver of Stay or Extension Laws.





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




ARTICLE SIX




THE TRUSTEE





			
	SECTION 601.	 	Certain Duties and Responsibilities.






     (1) Except during the continuance of an Event of Default actually known to a
Responsible Officer of the Trustee,




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




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




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




     (3) 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



33









 






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




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




     (iii) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the Outstanding Securities of any
series, determined as provided in Section 512, 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




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




     (4) 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, as
their names and addresses appear in the Security Register, notice of such default hereunder known
to the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors 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. For
the purpose of this Section, the term “default” means any event which is, or after notice or lapse
of time or both would become, an Event of Default with respect to Securities of such series.




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	SECTION 603.	 	Certain Rights of Trustee.





          Subject to the provisions of Section 601:





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




     (2) 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;




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




     (4) 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;




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




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




     (7) 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.



35









 





          Prior to taking any action under this Indenture, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses, liabilities, fees and
expenses caused by taking or not taking such action in accordance with this Indenture.





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





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





			
	SECTION 605.	 	May Hold Securities.





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





			
	SECTION 606.	 	Money Held in Trust.





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





			
	SECTION 607.	 	Compensation and Reimbursement.





          The Company agrees:





     (1) to pay to the Trustee from time to time such compensation as shall be agreed to in
writing between the Company and the Trustee 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 or bad faith; and




     (3) to indemnify the Trustee, its affiliates, officers, directors, employees and
agents for, and to hold each of them harmless against, any loss, liability or expense
incurred without negligence or bad faith on their part, arising



36









 







out of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of their powers or duties
hereunder.



          The provisions of this Section 607 shall survive any defeasance of the Securities in
accordance with Article Thirteen and the resignation and removal of the Trustee in accordance with
Section 610.





			
	SECTION 608.	 	Disqualification; Conflicting Interests.





          The Trustee shall comply with the provisions of Section 310(b) of the Trust Indenture Act.





			
	SECTION 609.	 	Corporate Trustee Required; Eligibility.





          There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 subject to supervision or examination by Federal or State
authority. 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. No obligor
upon the Securities or Person directly or indirectly controlling, controlled by, or under common
control with such obligor shall serve as Trustee upon the Securities. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article.





			
	SECTION 610.	 	Resignation and Removal; Appointment of Successor.






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




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




     (3) The Trustee may be removed at any time with respect to the Securities of any
series by Act of the Holders of a majority in principal amount of



37









 







the Outstanding Securities of such series, delivered to the Trustee and to the
Company.




     (4) If at any time:




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




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




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




then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) 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.




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



38









 







series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.




     (6) 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 as their
names and addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.




     (7) Notwithstanding replacement of the Trustee pursuant to Section 610, the Company’s
obligations under Section 607 shall continue for the benefit of the retiring Trustee and
the Company shall pay to any replaced or removed Trustee all amounts owed under Section 607
upon such replacement or removal.




			
	SECTION 611.	 	Acceptance of Appointment by Successor.






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




     (2) 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 (i) 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, (ii) 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 (iii) shall add to or change any of the provisions of this



39









 







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
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.




     (3) 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 (1) or (2) of this
Section, as the case may be.




     (4) 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 authenticated with the same effect as
if such successor Trustee had itself authenticated such Securities.





			
	SECTION 613.	 	Preferential Collection of Claims Against Company.






     (1) Subject to Subsection (2) of this Section, if the Trustee shall be or shall become
a creditor, directly or indirectly, secured or unsecured, of the Company within three
months prior to a default, as defined in Subsection (3) of this Section, or subsequent to
such a default, then, unless and until such default shall be cured, the Trustee shall set
apart and hold in a special account for the



40









 







benefit of the Trustee individually, the Holders of the Securities and the holders of
other indenture securities, as defined in Subsection (3) of this Section:




     (i) an amount equal to any and all reductions in the amount due and owing upon
any claim as such creditor in respect of principal or interest, effected after the
beginning of such three months’ period and valid as against the Company and its
other creditors, except any such reduction resulting from the receipt or
disposition of any property described in paragraph (ii) of this Subsection, or from
the exercise of any right of set-off which the Trustee could have exercised if a
petition in bankruptcy had been filed by or against the Company upon the date of
such default; and




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




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




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




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




     (C) to realize, for its own account, but only to the extent of the
claim hereinafter mentioned, upon any property held by it as security for
any such claim, if such claim was created after the beginning of such
three months’ period and such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee shall sustain
the burden of proving that at the time such property was so received the
Trustee had no reasonable cause to believe that a default, as defined in
Subsection (3) of this Section, would occur within three months; or




     (D) to receive payment on any claim referred to in paragraph (B) or
(C), against the release of any property held as



41









 







security for such claim as provided in paragraph (B) or (C), as the
case may be, to the extent of the fair value of such property.



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




          If the Trustee shall be required to account, the funds and property held in such special
account and the proceeds thereof shall be apportioned among the Trustee, the Holders and the
holders of other indenture securities in such manner that the Trustee, the Holders and the holders
of other indenture securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or receivership or in
proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law, the
same percentage of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Company of the funds and property in such special
account and before crediting to the respective claims of the Trustee and the Holders and the
holders of other indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or
applicable State law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such dividends and from the
funds and property so held in such special account. As used in this paragraph, with respect to any
claim, the term “dividends” shall include any distribution with respect to such claim, in
bankruptcy or receivership or proceedings for reorganization pursuant to the Federal Bankruptcy Act
or applicable State law, whether such distribution is made in cash, securities or other property,
but shall not include any such distribution with respect to the secured portion, if any, of such
claim. The court in which such bankruptcy, receivership or proceedings for reorganization is
pending shall have jurisdiction (i) to apportion among the Trustee, the Holders and the holders of
other indenture securities, in accordance with the provisions of this paragraph, the funds and
property held in such special account and proceeds thereof, or (ii) in lieu of such apportionment,
in whole or in part, to give to the provisions of this paragraph due consideration in determining
the fairness of the distributions to be made to the Trustee and the Holders and the holders of
other indenture securities with respect to their respective claims, in which event it shall not be
necessary to liquidate or to appraise the value of any securities or other property held in such
special account or as security for any such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.




          Any Trustee which has resigned or been removed after the beginning of such three months’
period shall be subject to the provisions of this Subsection as though such resignation or removal
had not occurred. If any Trustee has resigned or been

42









 








removed prior to the beginning of such three months’ period, it shall be subject to the
provisions of this Subsection if and only if the following conditions exist:





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




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




     (2) There shall be excluded from the operation of Subsection (1) of this Section a
creditor relationship arising from:




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




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




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




     (iv) an indebtedness created as a result of services rendered or premises
rented; or an indebtedness created as a result of goods or securities sold in a
cash transaction, as defined in Subsection (3) of this Section;




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




     (vi) the acquisition, ownership, acceptance or negotiation of any drafts,
bills of exchange, acceptances or obligations which fall within the classification
of self-liquidating paper, as defined in Subsection (3) of this Section.




     (3) For the purposes of this Section only:



43









 






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




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




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




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




     (v) the term “Company” means any obligor upon the Securities; and




     (vi) the term “Federal Bankruptcy Act” means the Bankruptcy Act or Title 11 of
the United States Code.




			
	SECTION 614.	 	Appointment of Authenticating Agent.





          At any time when any of the Securities of one or more series remain outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to Securities of one or more series
which shall be authorized to act on behalf of the Trustee to authenticate Securities of such
series, and Securities so authenticated shall be entitled to the benefits hereof and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made herein 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

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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, any State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section.




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




          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
notice of such appointment to each Holder of Securities of the series with respect to which such
Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The
provisions of Section 607 shall also apply to any Authenticating Agent.




          The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section. If the Authenticating Agent bills the Trustee
for its services, the Company may either pay the Authenticating Agent or provide funds to the
Trustee which the Trustee shall use to pay the Authenticating Agent.




          Pursuant to each appointment made under this Section, the Securities of each series covered by
such appointment may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative certificate of authentication in the form set forth in Section 202.




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	SECTION 615.	 	Roles of Trustee.





          The rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be indemnified, are extended to, and shall be enforceable by the
Trustee in each of its capacities in which it may serve, each agent, custodian and other person
employed by it to act hereunder.




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





     (1) either (i) not later than March 31 and September 30 in each year in the case of
Original Issue Discount Securities of any series which by their terms do not bear interest
prior to Maturity, or (ii) not more than 15 days after each Regular Record Date in the case
of Securities of any other series, a list, each in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series as of the
preceding March 15 or September 15 or as of such Regular Record Date, as the case may be;
and




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


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





			
	SECTION 702.	 	Preservation of Information; Communications to Holders






     (1) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to the Trustee
as provided in Section 701 and the names and addresses of Holders received by the Trustee
in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished.




     (2) 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 which such applicants propose to
transmit, then the



46









 







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(1), 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(1), and as to the approximate cost of mailing to
such Holders the form of proxy or other communication, if any, specified in such
application.




     If the Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each Holder whose
name and address appear in the information preserved at the time by the Trustee in
accordance with Section 702(1) a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the reasonable
expenses of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the material to be
mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing
would be contrary to the best interest of the Holders or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the written
statement so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Holders with reasonable promptness after the entry of such order and
the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or
duty to such applicants respecting their application.




     (3) Every Holder of Securities, 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(2), 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(2).




			
	SECTION 703.	 	Reports by Trustee.






     (1) Within 60 days after the first May 15 occurring subsequent to the initial issuance
of Securities hereunder and within 60 days after May 15 in each year thereafter, the
Trustee shall transmit by mail to all Holders, as their names



47









 







and addresses appear in the Security Register, a brief report dated as of such May 15
with respect to any of the following events which may have occurred within the previous 12
months (but if no such event has occurred within such period no report need be
transmitted):




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




     (ii) the creation of or any material change to a relationship specified in
paragraphs (1) through (10) of Section 310(b) of the Trust Indenture Act;




     (iii) the character and amount of any advances (and if the Trustee elects so
to state, the circumstances surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report, and for the reimbursement of
which it claims or may claim a lien or charge, prior to that of the Securities, on
any property or funds held or collected by it as Trustee, except that the Trustee
shall not be required (but may elect) to report such advances if such advances so
remaining unpaid aggregate not more than 1/2 of 1% of the principal amount of the
Securities Outstanding for which it is Trustee on the date of such report;




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




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




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




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




     (2) The Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances surrounding the
making thereof) made by the Trustee (as such) since the date of the last report transmitted
pursuant to Subsection (1) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the reimbursement of which
it claims or may



48









 







claim a lien or charge, prior to that of the Securities, on property or funds held or
collected by it as Trustee and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to report such
advances if such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Securities Outstanding for which it is Trustee at such time, such
report to be transmitted within 90 days after such time.




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




			
	SECTION 704.	 	Reports by Company.





          The Company shall:





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




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




     (3) transmit by mail to all Holders, as their names and addresses appear in the
Security Register, within 30 days after the filing thereof with the Trustee, such summaries
of any information, documents and reports required to be filed by the Company pursuant to
Subsection (1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission; and




     (4) furnish to the Trustee, no less often than annually, a brief certificate from the
principal executive officer, principal financial officer or principal accounting officer of
the Company as to his or her knowledge of the



49









 







Company’s compliance with all conditions and covenants under this Indenture, such
compliance to be determined without regard to any period of grace or requirement of notice
provided under this Indenture.



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE,

TRANSFER OR LEASE





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





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





     (1) in case the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or trust, shall be
organized and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest on all the 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 which, after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing;




     (3) if, as a result of any such consolidation or merger or such conveyance, transfer
or lease, properties or assets of the Company would become subject to a mortgage, pledge,
lien, security interest or other encumbrance which would not be permitted by this
Indenture, the Company or such successor Person shall take such steps as shall be necessary
effectively to secure the Securities equally and ratably with (or, at the option of the
Company, prior to) all indebtedness secured thereby; and




     (4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this



50









 







Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.




			
	SECTION 802.	 	Successor Corporation Substituted.





          Upon any consolidation by the Company with or merger by the Company into any other Person or
any conveyance, transfer or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor 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, except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.




ARTICLE NINE




SUPPLEMENTAL INDENTURE





			
	SECTION 901.	 	Supplemental Indentures Without Consent of Holders.





          Without the consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee (when instructed by Company Order), at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:





     (1) to evidence the succession of another corporation to the Company and the
assumption by any such successor of the covenants of the Company herein and in the
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; 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 to
permit or facilitate the issuance of Securities in uncertificated form; or




     (5) to change or eliminate any of the provisions of this Indenture, provided
that any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision; or



51









 






     (6) to secure the Securities; or




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




     (8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the 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(2); or




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




			
	SECTION 902.	 	Supplemental Indentures with Consent of Holders.





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





     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, 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 adversely
affect any right of repayment at the option of the Holder of any Security, or reduce the
amount of, or postpone the date fixed for, the payment of any sinking fund or analogous
obligation, or change the coin or currency 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




     (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



52









 






     (3) modify any of the provisions of this Section, Section 513 or Section 1011, 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 1011, or
the deletion of this proviso, in accordance with the requirements of Sections 611(2) and
901(8).



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




          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any indenture supplemental hereto. If a record date
is fixed, the Holders on such record date or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have become
effective by virtue of the requisite percentage having been obtained prior to the date which is 90
days after such record date, any such consent previously given shall automatically and without
further action by any Holder be cancelled and of no further effect.




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





			
	SECTION 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 Officers’ Certificate and Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties 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.




53









 









			
	SECTION 905.	 	Conformity with Trust Indenture Act.





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





			
	SECTION 906.	 	Reference in Securities to Supplemental Indentures.





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





			
	SECTION 907.	 	Reservation of Rights of Trustee.





          Notwithstanding anything to the contrary in Sections 901 or 902, no supplemental indenture or
modification or amendment to this Indenture which has the effect of (i) materially increasing the
obligations or duties of the Trustee hereunder, (ii) materially decreasing the compensation or
rights of the Trustee hereunder, or (iii) materially and adversely affecting the Trustee, shall
become effective without the prior consent of the Trustee.




ARTICLE TEN




COVENANTS





			
	SECTION 1001.	 	Payment of Principal, Premium and Interest.





          The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of (and premium, if any) and interest on the Securities of
that series in accordance with the terms of the Securities and this Indenture, subject to the
provisions of any modifications provided by the supplemental indenture, if any, or the Officers’
Certificate, if any, under which such series of Securities is issued.





			
	SECTION 1002.	 	Maintenance of Office or Agency.





          The Company will maintain in each Place of Payment for any series of Securities (which Place
of Payment shall include a location in the Borough of Manhattan, City of New York, State of New
York) an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time
the Company shall

54









 








fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.




          The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all 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.





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





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




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




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





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




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



55









 






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



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




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust
for the payment of the principal of (and premium, if any) or interest on any Security of any series
and remaining unclaimed for two years after such principal (and premium, if any) or interest has
become due and payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of Manhattan, The City of
New York, notice that such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.





			
	SECTION 1004.	 	Corporate Existence.





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





			
	SECTION 1005.	 	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 the
Company or any Restricted Subsidiary or upon the income, profits or property of the Company or any
Restricted Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a

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lien upon the property of the Company or any Restricted Subsidiary; 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 by appropriate proceedings.





			
	SECTION 1006.	 	Restrictions Upon Mortgage,  Lien or Pledge of Property.






     (1) The Company will not, nor will it permit any Restricted Subsidiary to, issue,
assume or guarantee any indebtedness for borrowed money secured by a mortgage, pledge, lien
or other encumbrance of any nature (mortgages, pledges, liens and other encumbrances being
hereinafter called “mortgage” or “mortgages”) upon any property of the Company or any
Restricted Subsidiary, or upon any shares of stock of any Restricted Subsidiary, without in
any such case effectively providing, concurrently with the issuance, assumption or guaranty
of any such indebtedness for borrowed money, that the Securities (together with, if the
Company shall so determine, any other indebtedness of the Company or such Restricted
Subsidiary ranking equally with the Securities then existing or thereafter created) shall
be secured equally and ratably with such indebtedness for borrowed money; provided,
however, that the foregoing restrictions shall not apply to:




     (i) mortgages existing on August 1, 2006;




     (ii) mortgages to secure the payment of all or part of the purchase price of
such property (other than property acquired for lease to a Person other than the
Company or a Restricted Subsidiary) upon the acquisition of such property by the
Company or a Restricted Subsidiary or to secure any indebtedness for borrowed money
incurred or guaranteed by the Company or a Restricted Subsidiary prior to, at the
time of, or within 60 days after the later of the acquisition, completion of
construction or commencement of full operation of such property, which indebtedness
for borrowed money is incurred or guaranteed for the purpose of financing all or
any part of the purchase price thereof or construction of improvements thereon;
provided, however, that in the case of any such acquisition,
construction or improvement, the mortgage shall not apply to any property
theretofore owned by the Company or a Restricted Subsidiary, other than, in the
case of any such construction or improvement, any theretofore unimproved real
property on which the property so constructed, or the improvement, is located;




     (iii) mortgages on the property of a Restricted Subsidiary on the date it
became a Restricted Subsidiary;




     (iv) mortgages securing indebtedness for borrowed money of a Restricted
Subsidiary owing to the Company or to another Restricted Subsidiary;



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     (v) mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company or a Restricted
Subsidiary or at the time of a purchase, lease or other acquisition of the
properties of a corporation or firm as an entirety or substantially as an entirety
by the Company or a Restricted Subsidiary;




     (vi) any replacement or successive replacement in whole or in part of any
mortgage referred to in the foregoing clauses (i) to (v), inclusive;
provided, however, that the principal amount of the indebtedness
for borrowed money secured by the mortgage shall not be increased and the principal
repayment schedule and maturity of such indebtedness shall not be extended and (A)
such replacement shall be limited to all or a part of the property which secured
the mortgage so replaced (plus improvements and construction on such property), or
(B) if the property which secured the mortgage so replaced has been destroyed,
condemned or damaged and pursuant to the terms of the mortgage other property has
been substituted therefor, then such replacement shall be limited to all or part of
such substituted property;




     (vii) liens created by or resulting from any litigation or other proceeding
which is being contested in good faith by appropriate proceedings, including liens
arising out of judgments or awards against the Company or any Restricted Subsidiary
with respect to which the Company or such Restricted Subsidiary is in good faith
prosecuting an appeal or proceedings for review; or liens incurred by the Company
or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in
the course of any litigation or other proceeding to which the Company or such
Restricted Subsidiary is a party; or




     (viii) liens for taxes or assessments or governmental charges or levies not
yet due or delinquent, or which can thereafter be paid without penalty, or which
are being contested in good faith by appropriate proceedings; landlord’s liens on
property held under lease; and any other liens or charges incidental to the conduct
of the business of the Company or any Restricted Subsidiary or the ownership of the
property and assets of any of them which were not incurred in connection with the
borrowing of money or the obtaining of advances or credit and which do not, in the
opinion of the Company, materially impair the use of such property in the operation
of the business of the Company or such Restricted Subsidiary or the value of such
property for the purposes of such business.




     (2) Notwithstanding the foregoing provisions of this Section 1006, the Company and any
one or more Restricted Subsidiaries may issue, assume or guarantee indebtedness for
borrowed money secured by mortgages which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with all the other outstanding
indebtedness for borrowed money of the Company and its Restricted Subsidiaries secured by
mortgages which is not listed



58









 







in clauses (i) through (viii) of subsection (1) of this Section 1006, does not at the
time exceed 12-1/2% of the Consolidated Net Tangible Assets of the Company as shown on the
audited consolidated financial statements of the Company as of the end of the fiscal year
preceding the date of determination.




     (3) For the purposes of this Section 1006 only, “Consolidated Net Tangible Assets”
means the total amount of assets (less depreciation and valuation reserves and other
reserves and items deductible from the gross book value of specific asset amounts under
generally accepted accounting principles) which under generally accepted accounting
principles would be included on a balance sheet of the Company and its Restricted
Subsidiaries, after deducting therefrom (i) all liability items except indebtedness
(whether incurred, assumed or guaranteed) for borrowed money maturing by its terms more
than one year from the date of creation thereof or which is extendible or renewable at the
sole option of the obligor in such manner that it may become payable more than one year
from the date of creation thereof, shareholder’s equity and reserves for deferred income
taxes, (ii) all good will, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, which in each case would be so included on such balance
sheet, and (iii) amounts invested in, or equity in the net assets of, Non-Restricted
Subsidiaries.




			
	SECTION 1007.	 	Restrictions on the Payment of Dividends.





          No dividend whatever shall be paid or declared nor shall any distributions be made on any
capital stock of the Company (except in shares of, or warrants or rights to subscribe for or
purchase shares of, capital stock of the Company), nor shall any payment be made by the Company or
any Restricted Subsidiary to acquire or retire shares of such stock, at a time when an Event of
Default as defined in clauses (1), (2) or (3) of Section 501 has occurred and is continuing.





			
	SECTION 1008.	 	Restrictions on Permitting Restricted Subsidiaries to Become Non-Restricted
Subsidiaries and Non-Restricted Subsidiaries to Become Restricted Subsidiaries.






     (1) The Company will not permit any Restricted Subsidiary to be designated as or
otherwise to become a Non-Restricted Subsidiary unless immediately after such Restricted
Subsidiary becomes a Non-Restricted Subsidiary, it will not own, directly or indirectly,
any capital stock or indebtedness of any Restricted Subsidiary.




     (2) The Company will not permit any Non-Restricted Subsidiary to be designated as or
otherwise to become a Restricted Subsidiary unless:




     (i) such Non-Restricted Subsidiary is not a Subsidiary substantially all of
the physical properties of which are located, or substantially all of the business
of which is carried on, outside the United States of America, its territories and
possessions and Puerto Rico; and



59









 






     (ii) immediately thereafter such Subsidiary has outstanding no mortgages in
respect of any of its assets except as would have been permitted by Section 1006
had such mortgages been incurred immediately thereafter.




     (3) Promptly after the adoption of any resolution by the Board of Directors
designating a Restricted Subsidiary as a Non-Restricted Subsidiary or a Non-Restricted
Subsidiary as a Restricted Subsidiary, a copy thereof certified by the Secretary or an
Assistant Secretary of the Company shall be filed with the Trustee, together with an
Officers’ Certificate stating that the provisions of this Section 1008 have been complied
with in connection with such designation.




			
	SECTION 1009.	 	Restriction on Investments in Non-Restricted Subsidiaries.





          The Company will not, nor will it permit any Restricted Subsidiary to, make any investment in,
or transfer any assets to, a Non-Restricted Subsidiary if immediately thereafter the Company would
be in breach of or in default in the performance of any covenant or warranty of the Company
contained in this Indenture.





			
	SECTION 1010.	 	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, an Officers’ Certificate, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of Sections 1001 to 1009, inclusive, and if the
Company shall be in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.





			
	SECTION 1011.	 	Waiver of Certain Covenants.





          The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 to 1009, inclusive, with respect to the Securities of any
series if before the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive
such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or condition except to
the extent so expressly waived, and, until such waiver shall become effective, the obligations of
the Company and the duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.




          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive compliance with any term, provision or condition referred
to in the immediately preceding paragraph. If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled to waive,
compliance with any such term, provision or condition, whether or not such Holders remain Holders
after such record date: provided, that unless such requisite percentage in principal amount
shall have been obtained prior

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to the date which is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no further effect.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES





			
	SECTION 1101.	 	Applicability of Article.





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





			
	SECTION 1102.	 	Election to Redeem; Notice to Trustee.





          The election of the Company to redeem any Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the Company of less than all the Securities of any
series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the tenor, if applicable, of the Securities to be redeemed, and of the
principal amount of Securities of such series to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.





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





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




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




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





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SECTION 1104. Notice of Redemption.




          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 his or her address appearing in the Security Register.





     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (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,




     (4) the CUSIP numbers of the Securities to be redeemed,




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




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




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



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




SECTION 1105. Deposit of Redemption Price.




          Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.




SECTION 1106. Securities Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Securities or portion 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 shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at




62









 




the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by
Section 301 for Securities of any series, 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 Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.




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




SECTION 1107. Securities Redeemed in Part.




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




ARTICLE TWELVE




SINKING FUNDS




SECTION 1201. Applicability of Article.




          The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for Securities
of such series. The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any
payment in excess of such minimum amount provided for by the terms of Securities of any series is
herein referred to as an “optional sinking fund payment.” If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be subject to reduction
as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series.




SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.




          The Company (1) may deliver to the Trustee Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a series which have
been redeemed either at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional




63









 




sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such Securities have
not been previously so credited. Such Securities shall be received and credited for such purpose
by the Trustee at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.




SECTION 1203. Redemption of Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.




ARTICLE THIRTEEN




DEFEASANCE AND COVENANT DEFEASANCE




SECTION 1301. Applicability of Article; Company’s Option to Effect Defeasance or Covenant
Defeasance.




          Unless otherwise provided pursuant to Section 301, this Article Thirteen shall be applicable
to the Securities of such series, and the Company may at its option by Board Resolution, at any
time, with respect to the Securities of such series, elect to have either Section 1302 (if
applicable) or Section 1303 (if applicable) be applied to the Outstanding Securities of such series
upon compliance with the conditions set forth below in this Article Thirteen.




SECTION 1302. Defeasance and Discharge.




          Upon the Company’s exercise of the above option applicable to this Section, the Company shall
be deemed to have been discharged from its obligations with respect to the Outstanding Securities
of such series on and after the date the conditions precedent set forth below are satisfied but
subject to satisfaction of the conditions subsequent set forth below (hereinafter, “defeasance”).
For this purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire




64









 




indebtedness represented by the Outstanding Securities of such series and to
have satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding Securities of such
series to receive, solely from the trust fund described in Section 1304 and as more fully set forth
in such Section, payments of the principal of (and premium, if any) and interest on such Securities
when such payments are due, (B) the Company’s obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003 and such obligations as shall be ancillary thereto, (C) the
rights, powers, trusts, duties, immunities and other provisions in respect of the Trustee hereunder
and (D) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 1302 notwithstanding the prior exercise of its option under
Section 1303 with respect to the Securities of such series. Following a defeasance, payment of the
Securities of such series may not be accelerated because of an Event of Default.




SECTION 1303. Covenant Defeasance.




          Upon the Company’s exercise of the above option applicable to this Section, the Company shall
be released from its obligations under Sections 1004 through 1009 (and any other Sections
applicable to such Securities that are determined pursuant to Section 301 to be subject to this
provision) and the occurrence of an Event of Default specified in Section 501(4) (insofar as it is
with respect to Sections 1004 through 1009 or any other Section applicable to such Securities that
are determined pursuant to Section 301 to be subject to this provision) or Section 501(5) shall be
deemed not to be an Event of Default with respect to the Outstanding Securities of such series on
and after the date the conditions precedent set forth below are satisfied but subject to
satisfaction of the conditions subsequent set forth below (hereinafter, “covenant defeasance”).
For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities
of such series, the Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby. Following a covenant defeasance,
payment of the Securities of such series may not be accelerated because of an Event of Default
specified in Section 501(5) or by reference to such other Section specified above in this Section
1303.




SECTION 1304. Conditions to Defeasance or Covenant Defeasance.




          The following shall be the conditions precedent or, as specifically noted below, subsequent to
application of either Section 1302 or Section 1303 to the Outstanding Securities of such series:





     (1) the Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of



65









 






Section 609 who shall agree to
comply with the provisions of this Article Thirteen applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in
an amount, or (B) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, without reinvestment, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest on the Outstanding Securities of such series to maturity or
redemption, as the case may be, and (ii) any mandatory sinking fund payments or analogous
payments applicable to the Outstanding Securities of such series on the due dates thereof.
Before such a deposit the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article Eleven, which
shall be given effect in applying the foregoing. For this purpose, “U.S. Government
Obligations” means securities that are (x) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (y) obligations 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, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of
1933, as amended) as custodian with respect to any such U.S. Government Obligation or a
specific payment of principal of or interest on any such U.S. Government Obligation held by
such custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of
principal of or interest on the U.S. Government Obligation evidenced by such depository
receipt.




     (2) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to the Securities of such series shall have
occurred and be continuing (A) on the date of such deposit or (B) insofar as subsections
501(6) and (7) are concerned, at any time during the period ending on the 123rd day after
the date of such deposit or, if longer, ending on the day following the expiration of the
longest preference period applicable to the Company in respect of such deposit (it being
understood that the condition in this clause (B) is a condition subsequent and shall not be
deemed satisfied until the expiration of such period).




     (3) Such defeasance or covenant defeasance shall not (A) cause the Trustee for the
Securities of such series to have a conflicting interest as defined in



66









 







Section 608 or for
purposes of the Trust Indenture Act with respect to any securities of the Company or (B)
result in the trust arising from such deposit to constitute, unless it is qualified as, a
regulated investment company under the Investment Company Act of 1940, as amended.




     (4) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.




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




     (6) In the case of an election under Section 1302, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (x) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling, or (y) since the date of this
Indenture there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the Holders of the
Outstanding Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred.




     (7) In the case of an election under Section 1303, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal income tax
on the same amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.




     (8) Such defeasance or covenant defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company in
connection therewith pursuant to Section 301.




     (9) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as
the case may be) have been complied with.



SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.




          Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee — collectively, for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304
in respect of the Outstanding Securities of such




67









 




series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (but not including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to
become due thereon in respect of principal (and premium, if any) and interest, but such money need
not be segregated from other funds except to the extent required by law.




          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the money or U.S. Government Obligations deposited pursuant to Section 1304
or the principal and interest received in respect thereof.




          Anything herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or U.S. Government Obligations held by it
as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance.




          Anything herein to the contrary notwithstanding, if and to the extent the deposited money or
U.S. Government Obligations (or the proceeds thereof) either (i) cannot be applied by the Trustee
in accordance with this Section because of a court order or (ii) are for any reason insufficient in
amount, then the Company’s obligations to pay principal of (and premium, if any) and interest on
the Securities of such series shall be reinstated to the extent necessary to cover the deficiency
on any due date for payment. In any case specified in clause (i), the Company’s interest in the
deposited money and U.S. Government Obligations (and proceeds thereof) shall be reinstated to the
extent the Company’s payment obligations are reinstated.




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




SECTION 1306. Knowledge of Trustee.




          Notwithstanding the provisions of this Article or any other provisions of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of moneys to or by the Trustee, or the taking of any other action by the
Trustee, unless and until a Responsible Officer of the Trustee assigned to and working in the
Trustee’s Trust and Securities Services office has actual knowledge or unless same shall have
received written notice thereof mailed or delivered to the Trustee at its Corporate Trust Office
(attn: Trust and Securities Services), and such notice clearly references the Securities, the
Company or this Indenture, from the Company or any Holder; provided that if at least three Business
Days prior to the date upon which by the terms hereof any such moneys may become payable for any
purpose (including, without limitation, the payment of the principal or interest on




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any Security)
the Trustee shall not have received with respect to such moneys the notice provided for in this
Section, then, anything herein contained to the contrary notwithstanding, the Trustee shall have
full power and authority to receive such moneys and to apply the same to the purpose for which they
were received and shall not be affected by any notice to the contrary that may be received by it
within three Business Days prior to or on or after such date. For the avoidance of doubt, delivery
of reports, information and documents to the Trustee under Section 704 is for informational
purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice
of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).




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




	 	 	 	 	 	 	 	 	 
	 	 	 	 	INTERNATIONAL LEASE FINANCE	 	 
	 	 	 	 	CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ JOHN L. PLUEGER 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	John L. Plueger	 	 
	 

	 	 	 	Title:
	 	President and	 	 
	 

	 	 	 	 	 	Chief Operating Officer	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ PAMELA S. HENDRY 	 	 	 	 	 	 
	Name:

	 	Pamela S. Hendry	 	 	 	 	 	 
	Title:

	 	Assistant Secretary	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	DEUTSCHE BANK TRUST COMPANY	 	 
	 	 	 	 	AMERICAS,	 	 
	 	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ WANDA CAMACHO 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Wanda Camacho	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	/s/ RICHARD BUCKWALTER 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Richard Buckwalter	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ STACY M. COULON 	 	 	 	 	 	 
	Name:
	 	Stacy M. Coulon 	 	 	 	 	 	 
	Title:
	 	Vice President 	 	 	 	 	 	 






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