{"id":41064,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indenture-cit-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indenture-cit-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/indenture-cit-group-inc.html","title":{"rendered":"Indenture – CIT Group Inc."},"content":{"rendered":"

CIT GROUP INC.,
\nIssuer<\/strong><\/p>\n

and<\/strong><\/p>\n

DEUTSCHE BANK TRUST COMPANY AMERICAS,
\nTrustee<\/strong><\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

INDENTURE<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dated as of March 30, 2011<\/strong><\/p>\n

Debt Securities<\/strong><\/p>\n<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Reconciliation and tie between
\nTrust Indenture Act of 1939 (the “Trust Indenture Act”)
\nand Indenture<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Trust Indenture
\nSection<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Indenture Act
\nSection<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\u00a7 310(a)(1)<\/p>\n<\/td>\n

<\/td>\n\n

6.7<\/p>\n<\/td>\n<\/tr>\n

\n

(a)(2)<\/p>\n<\/td>\n

<\/td>\n\n

6.7<\/p>\n<\/td>\n<\/tr>\n

\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

6.8<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 311<\/p>\n<\/td>\n

<\/td>\n\n

6.4<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 312(a)<\/p>\n<\/td>\n

<\/td>\n\n

7.1<\/p>\n<\/td>\n<\/tr>\n

\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

7.2<\/p>\n<\/td>\n<\/tr>\n

\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

7.2<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 313(a)<\/p>\n<\/td>\n

<\/td>\n\n

7.3<\/p>\n<\/td>\n<\/tr>\n

\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

7.3<\/p>\n<\/td>\n<\/tr>\n

\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

7.3<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 314(a)<\/p>\n<\/td>\n

<\/td>\n\n

7.4<\/p>\n<\/td>\n<\/tr>\n

\n

(c)(l)<\/p>\n<\/td>\n

<\/td>\n\n

1.2<\/p>\n<\/td>\n<\/tr>\n

\n

(c)(2)<\/p>\n<\/td>\n

<\/td>\n\n

1.2<\/p>\n<\/td>\n<\/tr>\n

\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

1.1, 1.2<\/p>\n<\/td>\n<\/tr>\n

\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

1.2<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 315(a)-(d)<\/p>\n<\/td>\n

<\/td>\n\n

3.3<\/p>\n<\/td>\n<\/tr>\n

\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

6.2<\/p>\n<\/td>\n<\/tr>\n

\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

6.1(9)<\/p>\n<\/td>\n<\/tr>\n

\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

6.1(8)<\/p>\n<\/td>\n<\/tr>\n

\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

5.15<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 316(a)(last sentence)<\/p>\n<\/td>\n

<\/td>\n\n

1.1<\/p>\n<\/td>\n<\/tr>\n

\n

(a)(l)(A)<\/p>\n<\/td>\n

<\/td>\n\n

5.12<\/p>\n<\/td>\n<\/tr>\n

\n

(a)(1)(B)<\/p>\n<\/td>\n

<\/td>\n\n

5.13<\/p>\n<\/td>\n<\/tr>\n

\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

5.8<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 317(a)(1)<\/p>\n<\/td>\n

<\/td>\n\n

5.3<\/p>\n<\/td>\n<\/tr>\n

\n

(a)(2)<\/p>\n<\/td>\n

<\/td>\n\n

5.4<\/p>\n<\/td>\n<\/tr>\n

\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

10.3<\/p>\n<\/td>\n<\/tr>\n

\n

\u00a7 318(a)<\/p>\n<\/td>\n

<\/td>\n\n

1.8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
\npart of the Indenture.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

TABLE OF CONTENTS<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.1.<\/p>\n<\/td>\n

\n

Definitions<\/p>\n<\/td>\n

<\/td>\n\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.2.<\/p>\n<\/td>\n

\n

Compliance Certificates and Opinions<\/p>\n<\/td>\n

<\/td>\n\n

9<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.3.<\/p>\n<\/td>\n

\n

Form of Documents Delivered to Trustee<\/p>\n<\/td>\n

<\/td>\n\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.4.<\/p>\n<\/td>\n

\n

Acts of Holders<\/p>\n<\/td>\n

<\/td>\n\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.5.<\/p>\n<\/td>\n

\n

Notices, Etc. to Trustee and Company<\/p>\n<\/td>\n

<\/td>\n\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.6.<\/p>\n<\/td>\n

\n

Notice to Holders of Securities; Waiver<\/p>\n<\/td>\n

<\/td>\n\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.7.<\/p>\n<\/td>\n

\n

Language of Notices<\/p>\n<\/td>\n

<\/td>\n\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.8.<\/p>\n<\/td>\n

\n

Conflict with Trust Indenture Act<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.9.<\/p>\n<\/td>\n

\n

Effect of Headings and Table of Contents<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.10.<\/p>\n<\/td>\n

\n

Successors and Assigns<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.11.<\/p>\n<\/td>\n

\n

Separability Clause<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.12.<\/p>\n<\/td>\n

\n

Benefits of Indenture<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.13.<\/p>\n<\/td>\n

\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.14.<\/p>\n<\/td>\n

\n

Legal Holidays<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.15.<\/p>\n<\/td>\n

\n

Counterparts<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.16.<\/p>\n<\/td>\n

\n

Judgment Currency<\/p>\n<\/td>\n

<\/td>\n\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.17.<\/p>\n<\/td>\n

\n

Limitation on Individual Liability<\/p>\n<\/td>\n

<\/td>\n\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.18.<\/p>\n<\/td>\n

\n

Waiver of Jury Trial<\/p>\n<\/td>\n

<\/td>\n\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.19.<\/p>\n<\/td>\n

\n

Force Majeure<\/p>\n<\/td>\n

<\/td>\n\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.20.<\/p>\n<\/td>\n

\n

Patriot Act<\/p>\n<\/td>\n

<\/td>\n\n

15<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 2<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECURITIES FORMS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.1.<\/p>\n<\/td>\n

\n

Forms Generally<\/p>\n<\/td>\n

<\/td>\n\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.2.<\/p>\n<\/td>\n

\n

Form of Trustee153s Certificate of Authentication<\/p>\n<\/td>\n

<\/td>\n\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.3.<\/p>\n<\/td>\n

\n

Securities in Global Form<\/p>\n<\/td>\n

<\/td>\n\n

16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE SECURITIES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.1.<\/p>\n<\/td>\n

\n

Amount Unlimited; Issuable in Series<\/p>\n<\/td>\n

<\/td>\n\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.2.<\/p>\n<\/td>\n

\n

Currency; Denominations<\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.3.<\/p>\n<\/td>\n

\n

Execution, Authentication, Delivery and Dating<\/p>\n<\/td>\n

<\/td>\n\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.4.<\/p>\n<\/td>\n

\n

Temporary Securities<\/p>\n<\/td>\n

<\/td>\n\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.5.<\/p>\n<\/td>\n

\n

Registration, Transfer and Exchange<\/p>\n<\/td>\n

<\/td>\n\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.6.<\/p>\n<\/td>\n

\n

Mutilated, Destroyed, Lost and Stolen Securities<\/p>\n<\/td>\n

<\/td>\n\n

25<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-i-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/p>\n

Section 3.7.<\/p>\n<\/td>\n

\n

Payment of Interest; Rights to Interest Preserved<\/p>\n<\/td>\n

<\/td>\n\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.8.<\/p>\n<\/td>\n

\n

Persons Deemed Owners<\/p>\n<\/td>\n

<\/td>\n\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.9.<\/p>\n<\/td>\n

\n

Cancellation<\/p>\n<\/td>\n

<\/td>\n\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.10.<\/p>\n<\/td>\n

\n

Computation of Interest<\/p>\n<\/td>\n

<\/td>\n\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.11.<\/p>\n<\/td>\n

\n

CUSIP Numbers<\/p>\n<\/td>\n

<\/td>\n\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

Section 3.12.<\/p>\n<\/td>\n

\n

Issuance of Additional Securities<\/p>\n<\/td>\n

<\/td>\n\n

28<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 4<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SATISFACTION AND DISCHARGE OF INDENTURE;
\nDEFEASANCE AND COVENANT DEFEASANCE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.1.<\/p>\n<\/td>\n

\n

Satisfaction and Discharge<\/p>\n<\/td>\n

<\/td>\n\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.2.<\/p>\n<\/td>\n

\n

Defeasance and Covenant Defeasance<\/p>\n<\/td>\n

<\/td>\n\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.3.<\/p>\n<\/td>\n

\n

Application of Trust Money<\/p>\n<\/td>\n

<\/td>\n\n

33<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.4.<\/p>\n<\/td>\n

\n

Reinstatement<\/p>\n<\/td>\n

<\/td>\n\n

33<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 5<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

REMEDIES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.1.<\/p>\n<\/td>\n

\n

Events of Default<\/p>\n<\/td>\n

<\/td>\n\n

34<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.2.<\/p>\n<\/td>\n

\n

Acceleration of Maturity; Rescission and Annulment<\/p>\n<\/td>\n

<\/td>\n\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.3.<\/p>\n<\/td>\n

\n

Collection of Indebtedness and Suits for Enforcement by Trustee<\/p>\n<\/td>\n

<\/td>\n\n

36<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.4.<\/p>\n<\/td>\n

\n

Trustee May File Proofs of Claim<\/p>\n<\/td>\n

<\/td>\n\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.5.<\/p>\n<\/td>\n

\n

Trustee May Enforce Claims without Possession of Securities or Coupons<\/p>\n<\/td>\n

<\/td>\n\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.6.<\/p>\n<\/td>\n

\n

Application of Money Collected<\/p>\n<\/td>\n

<\/td>\n\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.7.<\/p>\n<\/td>\n

\n

Limitations on Suits<\/p>\n<\/td>\n

<\/td>\n\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.8.<\/p>\n<\/td>\n

\n

Unconditional Right of Holders to Receive Principal and any Premium and<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Interest<\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.9.<\/p>\n<\/td>\n

\n

Restoration of Rights and Remedies<\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.10.<\/p>\n<\/td>\n

\n

Rights and Remedies Cumulative<\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.11.<\/p>\n<\/td>\n

\n

Delay or Omission Not Waiver<\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.12.<\/p>\n<\/td>\n

\n

Control by Holders of Securities<\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.13.<\/p>\n<\/td>\n

\n

Waiver of Past Defaults<\/p>\n<\/td>\n

<\/td>\n\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.14.<\/p>\n<\/td>\n

\n

Waiver of Usury, Stay or Extension Laws<\/p>\n<\/td>\n

<\/td>\n\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.15.<\/p>\n<\/td>\n

\n

Undertaking for Costs<\/p>\n<\/td>\n

<\/td>\n\n

40<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE TRUSTEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.1.<\/p>\n<\/td>\n

\n

Certain Duties and Responsibilities<\/p>\n<\/td>\n

<\/td>\n\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.2.<\/p>\n<\/td>\n

\n

Certain Rights of Trustee<\/p>\n<\/td>\n

<\/td>\n\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.3.<\/p>\n<\/td>\n

\n

Notice of Defaults<\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.4.<\/p>\n<\/td>\n

\n

Not Responsible for Recitals or Issuance of Securities<\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.5.<\/p>\n<\/td>\n

\n

May Hold Securities<\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.6.<\/p>\n<\/td>\n

\n

Money Held in Trust<\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.7.<\/p>\n<\/td>\n

\n

Compensation and Reimbursement<\/p>\n<\/td>\n

<\/td>\n\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.8.<\/p>\n<\/td>\n

\n

Corporate Trustee Required; Eligibility<\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-ii-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/p>\n

Section 6.9.<\/p>\n<\/td>\n

\n

Resignation and Removal; Appointment of Successor<\/p>\n<\/td>\n

<\/td>\n\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.10.<\/p>\n<\/td>\n

\n

Acceptance of Appointment by Successor<\/p>\n<\/td>\n

<\/td>\n\n

46<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.11.<\/p>\n<\/td>\n

\n

Merger, Conversion, Consolidation or Succession to Business<\/p>\n<\/td>\n

<\/td>\n\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.12.<\/p>\n<\/td>\n

\n

Appointment of Authenticating Agent<\/p>\n<\/td>\n

<\/td>\n\n

47<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.13.<\/p>\n<\/td>\n

\n

Appointment of Attorney-in-Fact<\/p>\n<\/td>\n

<\/td>\n\n

49<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.1.<\/p>\n<\/td>\n

\n

Company to Furnish Trustee Names and Addresses of Holders<\/p>\n<\/td>\n

<\/td>\n\n

49<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.2.<\/p>\n<\/td>\n

\n

Preservation of Information; Communications to Holders<\/p>\n<\/td>\n

<\/td>\n\n

49<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.3.<\/p>\n<\/td>\n

\n

Reports by Trustee<\/p>\n<\/td>\n

<\/td>\n\n

50<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.4.<\/p>\n<\/td>\n

\n

Reports by Company<\/p>\n<\/td>\n

<\/td>\n\n

50<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.1.<\/p>\n<\/td>\n

\n

Company May Consolidate, Etc., Only on Certain Terms<\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.2.<\/p>\n<\/td>\n

\n

Successor Person Substituted for Company<\/p>\n<\/td>\n

<\/td>\n\n

51<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUPPLEMENTAL INDENTURES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 9.1.<\/p>\n<\/td>\n

\n

Supplemental Indentures without Consent of Holders<\/p>\n<\/td>\n

<\/td>\n\n

52<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.2.<\/p>\n<\/td>\n

\n

Supplemental Indentures with Consent of Holders<\/p>\n<\/td>\n

<\/td>\n\n

53<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.3.<\/p>\n<\/td>\n

\n

Execution of Supplemental Indentures<\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.4.<\/p>\n<\/td>\n

\n

Effect of Supplemental Indentures<\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.5.<\/p>\n<\/td>\n

\n

Reference in Securities to Supplemental Indentures<\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.6.<\/p>\n<\/td>\n

\n

Conformity with Trust Indenture Act<\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.7.<\/p>\n<\/td>\n

\n

Notice of Supplemental Indenture<\/p>\n<\/td>\n

<\/td>\n\n

54<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 10<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

COVENANTS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 10.1.<\/p>\n<\/td>\n

\n

Payment of Principal, any Premium, Interest<\/p>\n<\/td>\n

<\/td>\n\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.2.<\/p>\n<\/td>\n

\n

Maintenance of Office or Agency<\/p>\n<\/td>\n

<\/td>\n\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.3.<\/p>\n<\/td>\n

\n

Money for Securities Payments to Be Held in Trust<\/p>\n<\/td>\n

<\/td>\n\n

56<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.4.<\/p>\n<\/td>\n

\n

Corporate Existence<\/p>\n<\/td>\n

<\/td>\n\n

57<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.5.<\/p>\n<\/td>\n

\n

Waiver of Certain Covenants<\/p>\n<\/td>\n

<\/td>\n\n

57<\/p>\n<\/td>\n<\/tr>\n

\n

Section 10.6.<\/p>\n<\/td>\n

\n

Company Statement as to Compliance; Notice of Certain Defaults<\/p>\n<\/td>\n

<\/td>\n\n

57<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-iii-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/p>\n

ARTICLE 11<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

REDEMPTION OF SECURITIES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 11.1.<\/p>\n<\/td>\n

\n

Applicability of Article<\/p>\n<\/td>\n

<\/td>\n\n

58<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.2.<\/p>\n<\/td>\n

\n

Election to Redeem; Notice to Trustee<\/p>\n<\/td>\n

<\/td>\n\n

58<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.3.<\/p>\n<\/td>\n

\n

Selection by Trustee of Securities to be Redeemed<\/p>\n<\/td>\n

<\/td>\n\n

58<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.4.<\/p>\n<\/td>\n

\n

Notice of Redemption<\/p>\n<\/td>\n

<\/td>\n\n

59<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.5.<\/p>\n<\/td>\n

\n

Deposit of Redemption Price<\/p>\n<\/td>\n

<\/td>\n\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.6.<\/p>\n<\/td>\n

\n

Securities Payable on Redemption Date<\/p>\n<\/td>\n

<\/td>\n\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.7.<\/p>\n<\/td>\n

\n

Securities Redeemed in Part<\/p>\n<\/td>\n

<\/td>\n\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

Section 11.8.<\/p>\n<\/td>\n

\n

Cancellation and Destruction of Securities<\/p>\n<\/td>\n

<\/td>\n\n

61<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SINKING FUNDS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 12.1.<\/p>\n<\/td>\n

\n

Applicability of Article<\/p>\n<\/td>\n

<\/td>\n\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

Section 12.2.<\/p>\n<\/td>\n

\n

Satisfaction of Sinking Fund Payments with Securities<\/p>\n<\/td>\n

<\/td>\n\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

Section 12.3.<\/p>\n<\/td>\n

\n

Redemption of Securities for Sinking Fund<\/p>\n<\/td>\n

<\/td>\n\n

62<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

REPAYMENT AT THE OPTION OF HOLDERS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 13.1.<\/p>\n<\/td>\n

\n

Applicability of Article<\/p>\n<\/td>\n

<\/td>\n\n

62<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 14<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECURITIES IN FOREIGN CURRENCIES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 14.1.<\/p>\n<\/td>\n

\n

Applicability of Article<\/p>\n<\/td>\n

<\/td>\n\n

63<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 15<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MEETINGS OF HOLDERS OF SECURITIES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 15.1.<\/p>\n<\/td>\n

\n

Purposes for Which Meetings May Be Called<\/p>\n<\/td>\n

<\/td>\n\n

63<\/p>\n<\/td>\n<\/tr>\n

\n

Section 15.2.<\/p>\n<\/td>\n

\n

Call, Notice and Place of Meetings<\/p>\n<\/td>\n

<\/td>\n\n

63<\/p>\n<\/td>\n<\/tr>\n

\n

Section 15.3.<\/p>\n<\/td>\n

\n

Persons Entitled to Vote at Meetings<\/p>\n<\/td>\n

<\/td>\n\n

64<\/p>\n<\/td>\n<\/tr>\n

\n

Section 15.4.<\/p>\n<\/td>\n

\n

Quorum; Action<\/p>\n<\/td>\n

<\/td>\n\n

64<\/p>\n<\/td>\n<\/tr>\n

\n

Section 15.5.<\/p>\n<\/td>\n

\n

Determination of Voting Rights; Conduct and Adjournment of Meetings<\/p>\n<\/td>\n

<\/td>\n\n

64<\/p>\n<\/td>\n<\/tr>\n

\n

Section 15.6.<\/p>\n<\/td>\n

\n

Counting Votes and Recording Action of Meetings<\/p>\n<\/td>\n

<\/td>\n\n

65<\/p>\n<\/td>\n<\/tr>\n

\n

Section 15.7.<\/p>\n<\/td>\n

\n

Preservation of Rights of Trustee and Holders<\/p>\n<\/td>\n

<\/td>\n\n

65<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Appendix A :<\/p>\n<\/td>\n

\n

Provisions Relating to Initial Securities and Exchange Securities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-iv-<\/p>\n

<\/p>\n

INDENTURE, dated as of March 30, 2011 (the “Indenture<\/strong>“),
\nbetween CIT Group Inc., a corporation duly organized and existing under the laws
\nof the State of Delaware (the “Company<\/strong>“) and Deutsche Bank
\nTrust Company Americas, as trustee (the “Trustee<\/strong>“).<\/p>\n

RECITALS<\/p>\n

The Company has duly authorized the execution and delivery of this Indenture
\nto provide for the issuance from time to time of its debentures, notes or other
\nevidences of indebtedness (the “Securities<\/strong>“), unlimited as to
\nprincipal amount, to bear such rates of interest, to mature at such time or
\ntimes, to be issued in one or more series and to have such other provisions as
\nshall be fixed as hereinafter provided.<\/p>\n

The Company has duly authorized the execution and delivery of this Indenture.
\nAll things necessary to make this Indenture a valid and legally binding
\nagreement of the Company, in accordance with its terms, have been done.<\/p>\n

This Indenture is subject to the provisions of the Trust Indenture Act of
\n1939, as amended, and the rules and regulations of the Securities and Exchange
\nCommission promulgated thereunder that are required to be part of this Indenture
\nand, to the extent applicable, shall be governed by such provisions.<\/p>\n

NOW, THEREFORE, THIS INDENTURE WITNESSETH:<\/p>\n

For and in consideration of the premises and the purchase of the Securities
\nby the Holders (as herein defined) thereof, it is mutually covenanted, declared
\nand agreed by and between the parties hereto, for the equal and proportionate
\nbenefit of all Holders of the Securities or of any series thereof and any
\nCoupons (as herein defined) as follows:<\/p>\n

ARTICLE 1<\/strong><\/p>\n

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
\nAPPLICATION<\/u><\/strong><\/p>\n

Section 1.1. Definitions<\/u>. Except as otherwise specified with respect
\nto any Securities issued pursuant to Section 3.1, and except as otherwise
\nexpressly provided in or pursuant to this Indenture, or unless the context
\notherwise requires, for all purposes of this Indenture:<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) the terms defined in this Article have the meanings assigned to them in
\nthis Article, and include the plural as well as the singular;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) all other terms used herein which are defined in the Trust Indenture Act,
\neither directly or by reference therein, have the meanings assigned to them
\ntherein;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) all accounting terms not otherwise defined herein have the meanings
\nassigned to them in accordance with generally accepted accounting principles in
\nthe United States of America and, except as otherwise herein expressly provided,
\nthe terms “generally accepted accounting principles” or “GAAP” with respect to
\nany computation required or permitted hereunder shall mean such accounting
\nprinciples as are generally accepted in the United States of America at the date
\nor time of such computation;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) the words “herein,” “hereof,” “hereto” and “hereunder” and other words of
\nsimilar import refer to this Indenture as a whole and not to any particular
\nArticle, Section or other subdivision; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) the word “or” is always used inclusively (for example, the phrase “A or
\nB” means “A or B or both,” not “either A or B but not both”). Certain terms used
\nprincipally in certain Articles hereof are defined in those Articles.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Act<\/strong>” when used with respect to any Holders, has the meaning
\nspecified in Section 1.4.<\/p>\n

“Additional Securities<\/strong>” has the meaning specified in Section
\n3.12.<\/p>\n

“Affiliate<\/strong>” of any specified Person means any other Person
\ndirectly or indirectly controlling or controlled by or under direct or indirect
\ncommon control with such specified Person. For purposes of this definition,
\n“control<\/em>,” as used with respect to any Person, means the possession,
\ndirectly or indirectly, of the power to direct or cause the direction of the
\nmanagement or policies of such Person, whether through the ownership of voting
\nsecurities, by agreement or otherwise. For purposes of this definition, the
\nterms “controlling,<\/em>” “controlled by<\/em>” and “under common
\ncontrol with<\/em>” have correlative meanings. In no event shall any Person
\nacquired or formed in connection with a workout, restructuring or foreclosure in
\nthe ordinary course of business be considered an “Affiliate” of the Company or
\nof any guarantor of Securities issued hereunder.<\/p>\n

“Authenticating Agent<\/strong>” means any Person authorized by the
\nTrustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate
\nSecurities of one or more series.<\/p>\n

“Authorized Newspaper<\/strong>” means a newspaper, in an official
\nlanguage of the place of publication or in the English language, customarily
\npublished on each day that is a Business Day in the place of publication,
\nwhether or not published on days that are legal holidays in the place of
\npublication, and of general circulation in each place in connection with which
\nthe term is used or in the financial community of each such place. Where
\nsuccessive publications are required to be made in Authorized Newspapers, the
\nsuccessive publications may be made in the same or in different newspapers in
\nthe same city meeting the foregoing requirements and in each case on any day
\nthat is a Business Day in the place of publication.<\/p>\n

“Authorized Officer<\/strong>” means, when used with respect to the
\nCompany, the Chairman of the Board of Directors, a Vice Chairman, the President,
\nthe Chief Executive Officer, the Chief Financial Officer, any Vice President,
\nthe Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
\nof the Company.<\/p>\n

“Bankruptcy Law<\/strong>” has the meaning specified in Section
\n5.1(5).<\/p>\n

“Bearer Security<\/strong>” means any Security in the form established
\npursuant to Section 2.1 which is payable to bearer.<\/p>\n

“Board of Directors<\/strong>” means:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) with respect to a corporation, the board of directors of the corporation
\nor any committee thereof duly authorized to act on behalf of such board;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) with respect to a partnership, the board of directors of the general
\npartner of the partnership;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) with respect to a limited liability company, the managing member or
\nmembers or any controlling committee of managing members or board of directors
\nthereof; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-2-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(4) with respect to any other Person, the board or committee of such Person
\nserving a similar function.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Board Resolution<\/strong>” means a copy of one or more resolutions,
\ncertified by the Secretary or an Assistant Secretary of the Company to have been
\nduly adopted by the Board of Directors and to be in full force and effect on the
\ndate of such certification, delivered to the Trustee.<\/p>\n

“Business Day<\/strong>,” with respect to any Place of Payment or
\nother location, means any day other than a Saturday, Sunday or other day on
\nwhich banking institutions in such Place of Payment or other location are
\nauthorized or obligated by law, regulation or executive order to close.<\/p>\n

“Capital Stock<\/strong>” of any Person means any and all shares,
\ninterests, rights to purchase, warrants, options, participations or other
\nequivalents of or interests in (however designated) equity of such Person,
\nincluding Preferred Stock, but excluding any debt securities convertible into
\nsuch equity.<\/p>\n

“Commission<\/strong>” means the Securities and Exchange Commission,
\nas from time to time constituted, created under the Securities Exchange Act of
\n1934, as amended, or, if at any time after the execution of this Indenture such
\nCommission is not existing and performing the duties now assigned to it under
\nthe Trust Indenture Act, then the body performing such duties at such time.<\/p>\n

“Common Stock<\/strong>” in respect of any Corporation means Capital
\nStock of any class or classes (however designated) which has no preference as to
\nthe payment of dividends, or as to the distribution of assets upon any voluntary
\nor involuntary liquidation or dissolution of such Corporation, and which is not
\nsubject to redemption by such Corporation.<\/p>\n

“Company<\/strong>” means the Person named as the “Company” in the
\nfirst paragraph of this instrument until a successor Person shall have become
\nsuch pursuant to the applicable provisions of this Indenture, and thereafter
\n“Company” shall mean such successor Person, and any other obligor upon the
\nSecurities.<\/p>\n

“Company Paid Amount<\/strong>” has the meaning specified in Section
\n4.4(3).<\/p>\n

“Company Request<\/strong>” and “Company Order<\/strong>” mean,
\nrespectively, a written request or order, as the case may be, signed in the name
\nof the Company by an Authorized Officer, and delivered to the Trustee.<\/p>\n

“Conversion Event<\/strong>” means the cessation of use of (i) a
\nForeign Currency both by the government of the country or the confederation
\nwhich issued such Foreign Currency and for the settlement of transactions by a
\ncentral bank or other public institutions of or within the international banking
\ncommunity or (ii) any currency unit or composite currency for the purposes for
\nwhich it was established.<\/p>\n

“Corporate Trust Office<\/strong>” means the principal corporate trust
\noffice of the Trustee at which at any particular time its corporate trust
\nbusiness shall be administered, which office at the date of original execution
\nof this Indenture is located at 60 Wall Street, 26th Floor, New York, New York
\n10005, Attn: Corporate Trust Administration, or such other address as the
\nTrustee may designate from time to time by notice to the Holders and the
\nCompany.<\/p>\n

“Corporation<\/strong>” means corporations and limited liability
\ncompanies and, except for purposes of Article 8, associations, companies and
\nbusiness trusts.<\/p>\n

“Coupon<\/strong>” means any interest coupon appertaining to a Bearer
\nSecurity.<\/p>\n

-3-<\/p>\n

<\/p>\n

“Currency<\/strong>,” with respect to any payment, deposit or other
\ntransfer in respect of the principal of or any premium or interest on any
\nSecurity, means Dollars or the Foreign Currency, as the case may be, in which
\nsuch payment, deposit or other transfer is required to be made by or pursuant to
\nthe terms hereof or such Security and, with respect to any other payment,
\ndeposit or transfer pursuant to or contemplated by the terms hereof or such
\nSecurity, means Dollars.<\/p>\n

“CUSIP number<\/strong>” means the alphanumeric designation assigned
\nto a Security by Standard & Poor153s Ratings Service, CUSIP Service Bureau.\n<\/p>\n

“Custodian<\/strong>” has the meaning specified in Section 5.1(5).\n<\/p>\n

“Defaulted Interest<\/strong>” has the meaning specified in Section
\n3.7.<\/p>\n

“Dollars<\/strong>” or “$” means a dollar or other equivalent unit of
\nlegal tender for payment of public or private debts in the United States of
\nAmerica.<\/p>\n

“Event of Default<\/strong>” has the meaning specified in Section 5.1.\n<\/p>\n

“Foreign Currency<\/strong>” means any currency, currency unit or
\ncomposite currency, including, without limitation, the euro, issued by the
\ngovernment of one or more countries other than the United States of America or
\nby any recognized confederation or association of such governments.<\/p>\n

“Government Obligations<\/strong>” means securities which are (i)
\ndirect obligations of the United States of America or the other government or
\ngovernments which issued the Foreign Currency in which the principal of or any
\npremium or interest on such Security shall be payable, in each case where the
\npayment or payments thereunder are supported by the full faith and credit of
\nsuch government or governments or (ii) obligations of a Person controlled or
\nsupervised by and acting as an agency or instrumentality of the United States of
\nAmerica or such other government or governments, in each case where the timely
\npayment or payments thereunder are unconditionally guaranteed as a full faith
\nand credit obligation by the United States of America or such other government
\nor governments, and which, in the case of (i) or (ii), are not callable or
\nredeemable at the option of the issuer or issuers thereof, and shall also
\ninclude a depository receipt issued by a bank or trust company as custodian with
\nrespect to any such Government Obligation or a specific payment of interest on
\nor principal of or other amount with respect to any such Government Obligation
\nheld by such custodian for the account of the holder of a depository receipt,
\nprovided that (except as required by law) such custodian is not authorized to
\nmake any deduction from the amount payable to the holder of such depository
\nreceipt from any amount received by the custodian in respect of the Government
\nObligation or the specific payment of interest on or principal of or other
\namount with respect to the Government Obligation evidenced by such depository
\nreceipt.<\/p>\n

“Holder<\/strong>,” in the case of any Registered Security, means the
\nPerson in whose name such Security is registered in the Security Register and,
\nin the case of any Bearer Security, means the bearer thereof and, in the case of
\nany Coupon, means the bearer thereof.<\/p>\n

“Indebtedness<\/strong>” means, with respect to any Person, such
\nPerson153s (i) obligations for borrowed money, (ii) obligations representing the
\ndeferred purchase price of property or services other than accounts payable
\narising in the ordinary course of such Person153s business, (iii) obligations,
\nwhether or not assumed, secured by Liens on property now or hereafter owned or
\nacquired by such Person (other than obligations not for borrowed money and other
\nthan carriers153, warehousemen153s, mechanics153, repairmen153s or other like
\nnonconsensual statutory Liens arising in the ordinary course of business), (iv)
\nobligations which are evidenced by notes, acceptances, or other similar
\ninstruments, (v) that portion of capitalized lease obligations that is properly
\nclassified as a liability on a balance sheet in conformity with generally<\/p>\n

-4-<\/p>\n

<\/p>\n

accepted accounting principles, (vi) contingent obligations with respect to
\nthe Indebtedness of another Person, including but not limited to the obligation
\nor liability of another which such Person assumes, guarantees, endorses,
\ncontingently agrees to purchase or provide funds for the payment of, or
\notherwise becomes contingently liable upon; provided<\/em> that any
\nIndebtedness owing by the Company to any of its Subsidiaries or by any
\nSubsidiary to the Company or by any Subsidiary to any other Subsidiary of the
\nCompany or any contingent obligation in respect thereof shall not constitute
\nIndebtedness for purposes of this Indenture, and (vii) obligations for which
\nsuch Person is obligated in respect of a letter of credit.<\/p>\n

For purposes of the Indenture, Indebtedness shall not include (A) any
\nindebtedness of such Person to the extent (I) such indebtedness does not appear
\non the financial statement of such Person, (II) such indebtedness is recourse
\nonly to certain assets of such Person, and (III) the assets to which such
\nindebtedness is recourse only appear on the financial statements of such Person
\nnet of such indebtedness, or (B) any indebtedness or other obligations issued by
\nany Person (or by a trust or other entity established by such Person or any of
\nits affiliates) to the extent (I) primarily serviced by the cash flows of a
\ndiscrete pool of receivables, leases or other financial or operating assets
\nwhich have been sold or transferred by the Company or any Subsidiary in
\nsecuritization or secured financing transactions and (II) such sale or transfer
\nof receivables, leases or other financial or operating assets is treated as a
\ntrue sale for legal purposes (irrespective of whether such sale or transfer is
\naccounted for as a sale under generally accepted accounting principles). It is
\nunderstood and agreed that (1) the amount of any Indebtedness described in
\nclause (iii) for which recourse is limited to certain property of such Person
\nshall be the lower of (x) the amount of the obligation and (y) the fair market
\nvalue of the property of such Person securing such obligation, and (2) the
\namount of any obligation described in clause (vi) shall be the lower of (x) the
\nstated or determinable amount of the primary obligation in respect of which such
\ncontingent obligation is made, and (y) the maximum amount for which such Person
\nmay be liable pursuant to the terms of the agreement embodying such contingent
\nobligation unless such primary obligation and the maximum amount for which such
\nPerson may be liable are not stated or determinable, in which case the amount of
\nsuch contingent obligation shall be such Person153s maximum, reasonably
\nanticipated liability in respect thereof as determined by such Person in good
\nfaith.<\/p>\n

“Indenture<\/strong>” means this instrument as it may from time to
\ntime be supplemented or amended by one or more indentures supplemental hereto
\nentered into pursuant to the applicable provisions hereof, including, for all
\npurposes of this instrument and any such supplemental indenture, the provisions
\nof the Trust Indenture Act that are deemed to be a part of and govern this
\ninstrument, and, with respect to any Security, by the terms and provisions of
\nsuch Security and any Coupon appertaining thereto established pursuant to
\nSection 3.1 (as such terms and provisions may be amended pursuant to the
\napplicable provisions hereof).<\/p>\n

“Independent Public Accountants<\/strong>” means accountants or a firm
\nof accountants that, with respect to the Company and any other obligor under the
\nSecurities or the Coupons, are independent public accountants within the meaning
\nof the Securities Act of 1933, as amended, and the rules and regulations
\npromulgated by the Commission thereunder, who may be the independent public
\naccountants regularly retained by the Company or who may be other independent
\npublic accountants. Such accountants or firm shall be entitled to rely upon any
\nOpinion of Counsel as to the interpretation of any legal matters relating to
\nthis Indenture or certificates required to be provided hereunder.<\/p>\n

“Indexed Security<\/strong>” means a Security the terms of which
\nprovide that the principal amount thereof payable at Stated Maturity may be more
\nor less than the principal face amount thereof at original issuance.<\/p>\n

“Interest<\/strong>” means interest payable after Maturity with
\nrespect to any Original Issue Discount Security which, by its terms, bears
\ninterest only after Maturity.<\/p>\n

-5-<\/p>\n

<\/p>\n

“Interest Payment Date<\/strong>,” with respect to any Security, means
\nthe Stated Maturity of an installment of interest on such Security.<\/p>\n

“Judgment Currency<\/strong>” has the meaning specified in Section
\n1.16.<\/p>\n

“Lien<\/strong>” means any pledge of and any lien on any property or
\nassets of a Person to secure Indebtedness for money borrowed, incurred, issued,
\nassumed or guaranteed by such Person.<\/p>\n

“Maturity<\/strong>,” with respect to any Security, means the date on
\nwhich the principal of such Security or an installment of principal becomes due
\nand payable as provided in or pursuant to this Indenture, whether at the Stated
\nMaturity or by declaration of acceleration, notice of redemption or repurchase,
\nnotice of option to elect repayment or otherwise, and includes the Redemption
\nDate.<\/p>\n

“New York Banking Day<\/strong>” has the meaning specified in Section
\n1.16.<\/p>\n

“Office<\/strong>” or “Agency<\/strong>” with respect to any
\nSecurities, means an office or agency of the Company maintained or designated in
\na Place of Payment for such Securities pursuant to Section 10.2 or any other
\noffice or agency of the Company maintained or designated for such Securities
\npursuant to Section 10.2 or, to the extent designated or required by Section
\n10.2 in lieu of such office or agency, the Corporate Trust Office of the
\nTrustee.<\/p>\n

“Officers153 Certificate<\/strong>” means a certificate signed by the
\nChairman, Vice Chairman, President, Chief Executive Officer or a Vice President
\nand by the Chief Financial Officer, Treasurer, an Assistant Treasurer, the
\nSecretary, or an Assistant Secretary of the Corporation, and delivered to the
\nTrustee.<\/p>\n

“Opinion of Counsel<\/strong>” means a written opinion of counsel,
\nreasonably acceptable to the Trustee, who may be an employee of or counsel for
\nthe Company or other counsel, that, if required by the Trust Indenture Act,
\ncomplies with the requirements of Section 314(e) of the Trust Indenture Act.\n<\/p>\n

“Original Issue Discount Security<\/strong>” means a Security issued
\npursuant to this Indenture which provides for declaration of an amount less than
\nthe principal face amount thereof to be due and payable upon acceleration
\npursuant to Section 5.2.<\/p>\n

“Original Securities<\/strong>” has the meaning specified in Section
\n3.12.<\/p>\n

“Outstanding<\/strong>,” when used with respect to any Securities,
\nmeans, as of the date of determination, all such Securities theretofore
\nauthenticated and delivered under this Indenture, except:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

any such Security theretofore cancelled by the Trustee or the Security
\nRegistrar or delivered to the Trustee or the Security Registrar for
\ncancellation;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

any such Security for whose payment at the Maturity thereof money in the
\nnecessary amount has been theretofore deposited pursuant hereto with the Trustee
\nor any Paying Agent (other than the Company) in trust or set aside and
\nsegregated in trust by the Company (if the Company shall act as its own Paying
\nAgent) for the Holders of such Securities and any Coupons appertaining thereto,
\nprovided that, if such Securities are to be redeemed, notice of such redemption
\nhas been duly given pursuant to this Indenture or provision therefor reasonably
\nsatisfactory to the Trustee has been made;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-6-<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(c)<\/p>\n<\/td>\n

\n

any such Security with respect to which the Company has effected defeasance
\nand\/or covenant defeasance pursuant to the terms hereof, except to the extent
\nprovided in Section 4.2;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

any such Security which has been paid pursuant to Section 3.6 or in exchange
\nfor or in lieu of which other Securities have been authenticated and delivered
\npursuant to this Indenture, unless there shall have been presented to the
\nTrustee proof reasonably satisfactory to it that such Security is held by a bona
\nfide purchaser in whose hands such Security is a valid obligation of the
\nCompany; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

any such Security converted or exchanged as contemplated by this Indenture
\ninto other securities or property of a Person (including the Company) if the
\nterms of such Security provide for such conversion or exchange pursuant to
\nSection 3.1;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

provided<\/u>, however<\/u>, that in determining whether the Holders of
\nthe requisite principal amount of Outstanding Securities have given any request,
\ndemand, authorization, direction, notice, consent or waiver hereunder or are
\npresent at a meeting of Holders of Securities for quorum purposes, (i) the
\nprincipal amount of an Original Issue Discount Security that may be counted in
\nmaking such determination and that shall be deemed to be Outstanding for such
\npurposes shall be equal to the amount of the principal thereof that pursuant to
\nthe terms of such Original Issue Discount Security would be declared (or shall
\nhave been declared to be) due and payable upon a declaration of acceleration
\nthereof pursuant to Section 5.2 at the time of such determination, and (ii) the
\nprincipal amount of any Indexed Security that may be counted in making such
\ndetermination and that shall be deemed Outstanding for such purposes shall be
\nequal to the principal face amount of such Indexed Security at original
\nissuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
\nthe principal amount of a Security denominated in a Foreign Currency shall be
\nthe Dollar equivalent, determined on the date of original issuance of such
\nSecurity, of the principal amount (or, in the case of an Original Issue Discount
\nSecurity, the Dollar equivalent on the date of original issuance of such
\nSecurity of the amount determined as provided in (i) above) of such Security,
\nand (iv) Securities owned by the Company or any other obligor upon the
\nSecurities or any Affiliate of the Company or such other obligor, shall be
\ndisregarded and deemed not to be Outstanding, except that, in determining
\nwhether the Trustee shall be protected in making any such determination or
\nrelying upon any such request, demand, authorization, direction, notice, consent
\nor waiver, only Securities which a Responsible Officer of the Trustee actually
\nknows to be so owned shall be so disregarded. Securities so owned which shall
\nhave been pledged in good faith may be regarded as Outstanding if the pledgee
\nestablishes to the satisfaction of the Trustee (A) the pledgee153s right so to act
\nwith respect to such Securities and (B) that the pledgee is not the Company or
\nany other obligor upon the Securities or any Coupons appertaining thereto or an
\nAffiliate of the Company or such other obligor.<\/p>\n

“Paying Agent<\/strong>” means any Person authorized by the Company to
\npay the principal of, or any premium or interest on, any Security or any Coupon
\non behalf of the Company.<\/p>\n

“Person<\/strong>” means any individual, Corporation, partnership,
\njoint venture, association, joint-stock company, trust, unincorporated
\norganization, limited liability company or government or other entity.<\/p>\n

“Place of Payment<\/strong>,” with respect to any Security, means the
\nplace or places where the principal of, or any premium or interest on, such
\nSecurity is payable as provided in or pursuant to this Indenture or such
\nSecurity.<\/p>\n

“Predecessor Security<\/strong>” of any particular Security means
\nevery previous Security evidencing all or a portion of the same Indebtedness as
\nthat evidenced by such particular Security; and, for the purposes of this
\ndefinition, any Security authenticated and delivered under Section 3.6 in
\nexchange for or in lieu of<\/p>\n

-7-<\/p>\n

<\/p>\n

a lost, destroyed, mutilated or stolen Security or any Security to which a
\nmutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
\nevidence the same Indebtedness as the lost, destroyed, mutilated or stolen
\nSecurity or the Security to which a mutilated, destroyed, lost or stolen Coupon
\nappertains.<\/p>\n

“Preferred Stock<\/strong>” in respect of any Corporation means
\nCapital Stock of any class or classes (however designated) which is preferred as
\nto the payment of dividends, or as to the distribution of assets upon any
\nvoluntary or involuntary liquidation or dissolution of such Corporation, over
\nshares of Capital Stock of any other class of such Corporation.<\/p>\n

“Redemption Date<\/strong>” with respect to any Security or portion
\nthereof to be redeemed, means the date fixed for such redemption by or pursuant
\nto this Indenture or such Security.<\/p>\n

“Redemption Price<\/strong>” with respect to any Security or portion
\nthereof to be redeemed, means the price at which it is to be redeemed as
\ndetermined by or pursuant to this Indenture or such Security.<\/p>\n

“Registered Security<\/strong>” means any Security in the form
\nestablished pursuant to Section 2.1 which is registered in a Security Register.\n<\/p>\n

“Regular Record Date<\/strong>” for the interest payable on any
\nRegistered Security on any Interest Payment Date therefor means the date, if
\nany, specified in or pursuant to this Indenture or such Security as the “Regular
\nRecord Date.”<\/p>\n

“Required Currency<\/strong>” has the meaning specified in Section
\n1.16.<\/p>\n

“Responsible Officer<\/strong>” means any officer within the corporate
\ntrust office of the Trustee, which may include every vice president or officer
\nsenior thereto, every assistant vice president, every trust officer, every
\nassistant trust officer, and every other officer and assistant officer of the
\nTrustee customarily performing functions similar to those performed by the
\npersons who at the time shall be such officers, respectively, or to whom any
\ncorporate trust matter is referred because of his knowledge of, and familiarity
\nwith, a particular subject and who shall have direct responsibility for the
\nadministration of this Indenture.<\/p>\n

“Security<\/strong>” or “Securities<\/strong>” means any note
\nor notes, bond or bonds, debenture or debentures, or any other evidences of
\nIndebtedness, as the case may be, authenticated and delivered under this
\nIndenture; provided<\/u>, however<\/u>, that, if at any time there is more
\nthan one Person acting as Trustee under this Indenture, “Securities,” with
\nrespect to any such Person, shall mean Securities authenticated and delivered
\nunder this Indenture, exclusive, however, of Securities of any series as to
\nwhich such Person is not Trustee.<\/p>\n

“Security Register<\/strong>” and “Security
\nRegistrar<\/strong>” have the respective meanings specified in Section 3.5.<\/p>\n

“Special Record Date<\/strong>” for the payment of any Defaulted
\nInterest on any Registered Security means a date fixed by the Company pursuant
\nto Section 3.7.<\/p>\n

“Stated Maturity<\/strong>,” with respect to any Security or any
\ninstallment of principal thereof or interest thereon, means the date established
\nby or pursuant to this Indenture or such Security as the fixed date on which the
\nprincipal of such Security or such installment of principal or interest is, due
\nand payable.<\/p>\n

“Subsidiary<\/strong>” means, with respect to any specified Person:\n<\/p>\n

-8-<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(1) any corporation, association or other business entity of which more than
\n50% of the total voting power of shares of Capital Stock entitled (without
\nregard to the occurrence of any contingency and after giving effect to any
\nvoting agreement or stockholders153 agreement that effectively transfers voting
\npower) to vote in the election of directors, managers or trustees of the
\ncorporation, association or other business entity is at the time owned or
\ncontrolled, directly or indirectly, by that Person or one or more of the other
\nSubsidiaries of that Person (or a combination thereof); and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(2) any partnership (a) the sole general partner or the managing general
\npartner of which is such Person or a Subsidiary of such Person or (b) the only
\ngeneral partners of which are that Person or one or more Subsidiaries of that
\nPerson (or any combination thereof).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Trust Indenture Act<\/strong>” means the Trust Indenture Act of 1939,
\nas amended, and any reference herein to the Trust Indenture Act or a particular
\nprovision thereof shall mean such Act or provision, as the case may be, as
\namended or replaced from time to time or as supplemented from time to time by
\nrules or regulations adopted by the Commission under or in furtherance of the
\npurposes of such Act or provision, as the case may be.<\/p>\n

“Trustee<\/strong>” means the Person named as the “Trustee” in the
\nfirst paragraph of this Indenture until a successor Trustee shall have become
\nsuch with respect to one or more series of Securities pursuant to the applicable
\nprovisions of this Indenture, and thereafter “Trustee” shall mean each Person
\nwho is then a Trustee hereunder; provided<\/u>, however<\/u>, that if at any
\ntime there is more than one such Person, “Trustee” shall mean each such Person
\nand as used with respect to the Securities of any series shall mean the Trustee
\nwith respect to the Securities of such series.<\/p>\n

“United States<\/strong>,” except as otherwise provided in or pursuant
\nto this Indenture or any Security, means the United States of America (including
\nthe states thereof and the District of Columbia), its territories and
\npossessions and other areas subject to its jurisdiction.<\/p>\n

“U.S. Depository<\/strong>” or “Depository<\/strong>” means,
\nwith respect to any Security issuable or issued in the form of one or more
\nglobal Securities, the Person designated as U.S. Depository or Depository by the
\nCompany in or pursuant to this Indenture, which Person must be, to the extent
\nrequired by applicable law or regulation, a clearing agency registered under the
\nSecurities Exchange Act of 1934, as amended, and, if so provided with respect to
\nany Security, any successor to such Person. If at any time there is more than
\none such Person, “U.S. Depository” or “Depository” shall mean, with respect to
\nany Securities, the qualifying entity that has been appointed with respect to
\nsuch Securities.<\/p>\n

“Vice President<\/strong>” when used with respect to the Company or
\nthe Trustee, means any vice president, whether or not designated by a number or
\na word or words added before or after the title “Vice President.”<\/p>\n

Section 1.2. Compliance Certificates and Opinions<\/u>. Except as otherwise
\nexpressly provided in this Indenture, upon any application or request by the
\nCompany to the Trustee to take any action under any provision of this Indenture,
\nthe Company shall, to the extent requested by the Trustee, furnish to the
\nTrustee an Officers153 Certificate stating that all conditions precedent, if any,
\nprovided for in this Indenture relating to the proposed action have been
\ncomplied with and an Opinion of Counsel stating that, in the opinion of such
\ncounsel, all such conditions precedent, if any, have been complied with, except
\nthat in the case of any such application or request as to which the furnishing
\nof such documents or any of them is specifically required by any provision of
\nthis Indenture relating to such particular application or request, no additional
\ncertificate or opinion need be furnished.<\/p>\n

-9-<\/p>\n

<\/p>\n

Except as otherwise expressly provided in the Indenture, every certificate or
\nopinion with respect to compliance with a condition or covenant provided for in
\nthis Indenture shall include:<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) a statement that the individual signing such certificate or opinion has
\nread such condition or covenant and the definitions herein relating thereto;\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) a brief statement as to the nature and scope of the examination or
\ninvestigation upon which the statements or opinions contained in such
\ncertificate or opinion are based;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) a statement that, in the opinion of such individual, he has made such
\nexamination or investigation as is necessary to enable him to express an
\ninformed opinion as to whether or not such condition or covenant has been
\ncomplied with; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) a statement as to whether, in the opinion of such individual, such
\ncondition or covenant has been complied with.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 1.3. Form of Documents Delivered to Trustee<\/u>. In any case where
\nseveral matters are required to be certified by, or covered by an opinion of,
\nany specified Person, it is not necessary that all such matters be certified by,
\nor covered by the opinion of, only one such Person, or that they be so certified
\nor covered by only one document, but one such Person may certify or give an
\nopinion with respect to some matters and one or more other such Persons as to
\nother matters, and any such Person may certify or give an opinion as to such
\nmatters in one or several documents.<\/p>\n

Any certificate or opinion of an officer of the Company may be based, insofar
\nas it relates to legal matters, upon an Opinion of Counsel, provided<\/u>
\nthat such officer, after reasonable inquiry, has no reason to believe and does
\nnot believe that the Opinion of Counsel with respect to the matters upon which
\nhis certificate or opinion is based is erroneous. Any such Opinion of Counsel
\nmay be based, insofar as it relates to factual matters, upon a certificate or
\nopinion of, or representations by, an officer or officers of the Company,
\nstating that the information with respect to such factual matters is in the
\npossession of the Company, provided<\/u> that such counsel, after reasonable
\ninquiry, has no reason to believe and does not believe that the certificate or
\nopinion or representations with respect to such matters are erroneous.<\/p>\n

Where any Person is required to make, give or execute two or more
\napplications, requests, consents, certificates, statements, opinions or other
\ninstruments under this Indenture or any Security, they may, but need not, be
\nconsolidated and form one instrument.<\/p>\n

Section 1.4. Acts of Holders<\/u>.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) Any request, demand, authorization, direction, notice, consent, waiver or
\nother action provided by or pursuant to this Indenture to be given or taken by
\nHolders may be embodied in and evidenced by one or more instruments of
\nsubstantially similar tenor signed by such Holders in person or by an agent duly
\nappointed in writing. If, but only if, Securities of a series are issuable as
\nBearer Securities, any request, demand, authorization, direction, notice,
\nconsent, waiver or other action provided in or pursuant to this Indenture to be
\ngiven or taken by Holders of Securities of such series may, alternatively, be
\nembodied in and evidenced by the record of Holders of Securities of such series
\nvoting in favor thereof, either in person or by proxies duly appointed in
\nwriting, at any meeting of Holders of Securities of such series duly called and
\nheld in accordance with the provisions of Article 15, or a combination of such
\ninstruments and any such record. Except as herein otherwise expressly provided,
\nsuch action shall become effective when such instrument or instruments or record
\nor both are delivered to the Trustee and, where it is hereby expressly required,
\nto the Company. Such instrument or instruments and any such record<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-10-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(and the action embodied therein and evidenced thereby) are herein sometimes
\nreferred to as the “Act<\/strong>” of the Holders signing such instrument
\nor instruments or so voting at any such meeting. Proof of execution of any such
\ninstrument or of a writing appointing any such agent, or of the holding by any
\nPerson of a Security, shall be sufficient for any purpose of this Indenture and
\n(subject to Section 315 of the Trust Indenture Act) conclusive in favor of the
\nTrustee, the Company and any agent of the Trustee or the Company, if made in the
\nmanner provided in this Section. The record of any meeting of Holders of
\nSecurities shall be proved in the manner provided in Section 15.6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Without limiting the generality of this Section 1.4, unless otherwise
\nprovided in or pursuant to this Indenture, a Holder, including a U.S. Depository
\nthat is a Holder of a global Security, may make, give or take, by a proxy or
\nproxies, duly appointed in writing, any request, demand, authorization,
\ndirection, notice, consent, waiver or other Act provided in or pursuant to this
\nIndenture to be made, given or taken by Holders, and a U.S. Depository that is a
\nHolder of a global Security may provide its proxy or proxies to the beneficial
\nowners of interests in any such global Security through such U.S. Depository153s
\nstanding instructions and customary practices.<\/p>\n

The Company shall fix a record date for the purpose of determining the
\nPersons who are beneficial owners of interest in any permanent global Security
\nheld by a U.S. Depository entitled under the procedures of such U.S. Depository
\nto make, give or take, by a proxy or proxies duly appointed in writing, any
\nrequest, demand, authorization, direction, notice, consent, waiver or other Act
\nprovided in or pursuant to this Indenture to be made, given or taken by Holders.
\nIf such a record date is fixed, the Holders on such record date or their duly
\nappointed proxy or proxies, and only such Persons, shall be entitled to make,
\ngive or take such request, demand, authorization, direction, notice, consent,
\nwaiver or other Act, whether or not such Holders remain Holders after such
\nrecord date. No such request, demand, authorization, direction, notice, consent,
\nwaiver or other Act shall be valid or effective if made, given or taken more
\nthan 90 days after such record date.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) The fact and date of the execution by any Person of any such instrument
\nor writing referred to in this Section 1.4 may be proved in any reasonable
\nmanner; and the Trustee may in any instance require further proof with respect
\nto any of the matters referred to in this Section.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) The ownership, principal amount and serial numbers of Registered
\nSecurities held by any Person, and the date of the commencement and the date of
\nthe termination of holding the same, shall be proved by the Security Register.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) The ownership, principal amount and serial numbers of Bearer Securities
\nheld by any Person, and the date of the commencement and the date of the
\ntermination of holding the same, may be proved by the production of such Bearer
\nSecurities or by a certificate executed, as depository, by any trust company,
\nbank, banker or other depository reasonably acceptable to the Company, wherever
\nsituated, if such certificate shall be deemed by the Company and the Trustee to
\nbe satisfactory, showing that at the date therein mentioned such Person had on
\ndeposit with such depository, or exhibited to it, the Bearer Securities therein
\ndescribed; or such facts may be proved by the certificate or affidavit of the
\nPerson holding such Bearer Securities, if such certificate or affidavit is
\ndeemed by the Company and the Trustee to be satisfactory. The Trustee and the
\nCompany may assume that such ownership of any Bearer Security continues until
\n(i) another certificate or affidavit bearing a later date issued in respect of
\nthe same Bearer Security is produced, or (ii) such Bearer Security is produced
\nto the Trustee by some other Person, or (iii) such Bearer Security is
\nsurrendered in exchange for a Registered Security, or (iv) such Bearer Security
\nis no longer Outstanding. The ownership, principal amount and serial numbers of
\nBearer Securities held by the Person so executing such instrument or writing and
\nthe date of the commence-<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-11-<\/p>\n

<\/p>\n

ment and the date of the termination of holding the same may also be proved
\nin any other manner, which the Company and the Trustee deem sufficient.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) If the Company shall solicit from the Holders of any Registered
\nSecurities any request, demand, authorization, direction, notice, consent,
\nwaiver or other Act, the Company may at its option (but is not obligated to), by
\nBoard Resolution, fix in advance a record date for the determination of Holders
\nof Registered Securities entitled to give such request, demand, authorization,
\ndirection, notice, consent, waiver or other Act. If such a record date is fixed,
\nsuch request, demand, authorization, direction, notice, consent, waiver or other
\nAct may be given before or after such record date, but only the Holders of
\nRegistered Securities of record at the close of business on such record date
\nshall be deemed to be Holders for the purpose of determining whether Holders of
\nthe requisite proportion of Outstanding Securities have authorized or agreed or
\nconsented to such request, demand, authorization, direction, notice, consent,
\nwaiver or other Act, and for that purpose the Outstanding Securities shall be
\ncomputed as of such record date; provided<\/u> that no such authorization,
\nagreement or consent by the Holders of Registered Securities shall be deemed
\neffective unless it shall become effective pursuant to the provisions of this
\nIndenture not later than six months after the record date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(6) Any request, demand, authorization, direction, notice, consent, waiver or
\nother Act by the Holder of any Security shall bind every future Holder of the
\nsame Security and the Holder of every Security issued upon the registration of
\ntransfer thereof or in exchange therefor or in lieu thereof in respect of
\nanything done or suffered to be done by the Trustee, any Security Registrar, any
\nPaying Agent or the Company in reliance thereon, whether or not notation of such
\nAct is made upon such Security.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.5. Notices, Etc. to Trustee and Company<\/u>. Any request,
\ndemand, authorization, direction, notice, consent, waiver or other Act of
\nHolders or other document provided or permitted by this Indenture to be made
\nupon, given or furnished to, or filed with,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) the Trustee by any Holder or the Company shall be sufficient for every
\npurpose hereunder if made, given, furnished or filed in writing to or with the
\nTrustee at its Corporate Trust Office, or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) the Company, by the Trustee or any Holder shall be sufficient for every
\npurpose hereunder (unless otherwise herein expressly provided) if in writing and
\nmailed, first-class postage prepaid, to the Company, addressed to the attention
\nof its Treasurer, with a copy to the attention of its General Counsel, at the
\naddress of its principal office specified herein or at any other address
\npreviously furnished in writing to the Trustee by the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.6. Notice to Holders of Securities; Waiver<\/u>. Except as
\notherwise expressly provided in or pursuant to this Indenture, where this
\nIndenture provides for notice to Holders of Securities of any event,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) such notice shall be sufficiently given to Holders of Registered
\nSecurities if in writing and mailed, first-class postage prepaid, to each Holder
\nof a Registered Security affected by such event, at his address as it appears in
\nthe Security Register, not later than the latest date, and not earlier than the
\nearliest date, prescribed for the giving of such notice; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) such notice shall be sufficiently given to Holders of Bearer Securities,
\nif any, if published in an Authorized Newspaper in The City of New York and, if
\nsuch Securities are then listed on any stock exchange outside the United States,
\nin an Authorized Newspaper in such city<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-12-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

as the Company shall advise the Trustee that such stock exchange so requires,
\non a Business Day at least twice, the first such publication to be not earlier
\nthan the earliest date and the second such publication not later than the latest
\ndate prescribed for the giving of such notice.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In any case where notice to Holders of Registered Securities is given by
\nmail, neither the failure to mail such notice, nor any defect in any notice so
\nmailed, to any particular Holder of a Registered Security shall affect the
\nsufficiency of such notice with respect to other Holders of Registered
\nSecurities or the sufficiency of any notice to Holders of Bearer Securities
\ngiven as provided herein. Any notice that is mailed in the manner herein
\nprovided, shall be conclusively presumed to have been duly given or provided. In
\nthe case by reason of the suspension of regular mail service or by reason of any
\nother cause it shall be impracticable to give such notice by mail, then such
\nnotification as shall be made with the approval of the Trustee shall constitute
\na sufficient notification for every purpose hereunder.<\/p>\n

In case by reason of the suspension of publication of any Authorized
\nNewspaper or Authorized Newspapers or by reason of any other cause it shall be
\nimpracticable to publish any notice to Holders of Bearers Securities as provided
\nabove, then such notification to Holders of Bearer Securities as shall be given
\nwith the approval of the Trustee shall constitute sufficient notice to such
\nHolders for every purpose hereunder. Neither failure to give notice by
\npublication to Holders of Bearer Securities as provided above, nor any defect in
\nany notice so published, shall affect the sufficiency of any notice mailed to
\nHolders of Registered Securities as provided above.<\/p>\n

Where this Indenture provides for notice in any manner, such notice may be
\nwaived in writing by the Person entitled to receive such notice, either before
\nor after the event, and such waiver shall be the equivalent of such notice.
\nWaivers of notice by Holders of Securities shall be filed with the Trustee, but
\nsuch filing shall not be a condition precedent to the validity of any action
\ntaken in reliance upon such waiver.<\/p>\n

All communications hereunder will be in writing and will be mailed, delivered
\nor sent via facsimile and confirmed to the party receiving such communication at
\nits address or facsimile number indicated below:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

If to the Company:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

CIT Group Inc.
\n1 CIT Drive<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Livingston, New Jersey 07039
\nFacsimile: (973) 740-5750
\nFacsimile: (973) 740-5264<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Attention: Treasurer and General Counsel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

If to the Trustee:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Deutsche Bank Trust Company Americas
\n60 Wall Street, 26th Floor
\nNew York, NY 10005
\nFacsimile: (212) 553-2460
\nAttention: Corporate Trust Administration<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 1.7. Language of Notices<\/u>. Any request, demand, authorization,
\ndirection, notice, consent, election or waiver required or permitted under this
\nIndenture shall be in the English language, except<\/p>\n

-13-<\/p>\n

<\/p>\n

that, if the Company so elects, any published notice may be in an official
\nlanguage of the country of publication.<\/p>\n

Section 1.8. Conflict with Trust Indenture Act<\/u>. If any provision
\nhereof limits, qualifies or conflicts with any duties under any required
\nprovision of the Trust Indenture Act imposed hereon by Section 318(c) thereof,
\nsuch required provision shall control.<\/p>\n

Section 1.9. Effect of Headings and Table of Contents<\/u>. The Article and
\nSection headings herein and the Table of Contents are for convenience only and
\nshall not affect the construction hereof.<\/p>\n

Section 1.10. Successors and Assigns<\/u>. All covenants and agreements in
\nthis Indenture by the Company shall bind its successors and assigns, whether so
\nexpressed or not.<\/p>\n

Section 1.11. Separability Clause<\/u>. In case any provision in this
\nIndenture, any Security or any Coupon shall be invalid, illegal or
\nunenforceable, the validity, legality and enforceability of the remaining
\nprovisions shall not in any way be affected or impaired thereby.<\/p>\n

Section 1.12. Benefits of Indenture<\/u>. Nothing in this Indenture, any
\nSecurity or any Coupon, express or implied, shall give to any Person, other than
\nthe parties hereto, any Security Registrar, any Paying Agent, any Authenticating
\nAgent and their successors hereunder and the Holders of Securities or Coupons,
\nany benefit or any legal or equitable right, remedy or claim under this
\nIndenture.<\/p>\n

Section 1.13. Governing Law<\/u>. This Indenture, the Securities and any
\nCoupons shall be governed by and construed in accordance with the laws of the
\nState of New York applicable to agreements made or instruments entered into and,
\nin each case, performed in said state.<\/p>\n

Section 1.14. Legal Holidays<\/u>. Unless otherwise specified in or
\npursuant to this Indenture or any Securities, in any case where any Interest
\nPayment Date, Stated Maturity or Maturity of any Security, or the last date on
\nwhich a Holder has the right to convert or exchange Securities of a series that
\nare convertible or exchangeable, shall not be a Business Day at any Place of
\nPayment, then (notwithstanding any other provision of this Indenture, any
\nSecurity or any Coupon other than a provision in any Security or Coupon that
\nspecifically states that such provision shall apply in lieu hereof) payment need
\nnot be made at such Place of Payment on such date, and such Securities need not
\nbe converted or exchanged on such date, but such payment may be made, and such
\nSecurities may be converted or exchanged, on the next succeeding day that is a
\nBusiness Day at such Place of Payment, and no interest shall accrue on the
\namount payable on such date or at such time for the period from and after such
\nInterest Payment Date, Stated Maturity, Maturity or last day for conversion or
\nexchange, as the case may be, to such next succeeding Business Day, except that
\nif such next succeeding Business Day is in the next succeeding calendar year,
\nsuch payment may be made, and such Securities may be converted or exchanged, on
\nthe immediately preceding Business Day (in the case of each of the foregoing,
\nwith the same force and effect as if made on such Interest Payment Date or at
\nsuch Stated Maturity or Maturity or on such last day for conversion or exchange,
\nas the case may be).<\/p>\n

Section 1.15. Counterparts<\/u>. This Indenture may be executed in any
\nnumber of counterparts, each of which shall be an original and all of which
\nshall constitute but one and the same instrument. Delivery of an executed
\ncounterpart of this Indenture by telefacsimile or by any electronic imaging,
\nelectronic mail or other similar means shall be effective as delivery of a
\nmanually executed counterpart of this Indenture.<\/p>\n

Section 1.16. Judgment Currency<\/u>. The Company agrees, to the fullest
\nextent that it may effectively do so under applicable law, that (a) if for the
\npurpose of obtaining judgment in any court it is neces-<\/p>\n

-14-<\/p>\n

<\/p>\n

sary to convert the sum due in respect of the principal of, or premium or
\ninterest, if any, (the “Required Currency<\/strong>“) into a currency in
\nwhich a judgment will be rendered (the “Judgment Currency<\/strong>“),
\nthe rate of exchange used shall be the rate at which in accordance with normal
\nbanking procedures the Trustee could purchase in The City of New York the
\nrequisite amount of the Required Currency with the Judgment Currency on the New
\nYork Banking Day preceding the day on which a final unappealable judgment is
\ngiven and (b) its obligations under this Indenture to make payments in the
\nRequired Currency (i) shall not be discharged or satisfied by any tender, or any
\nrecovery pursuant to any judgment (whether or not entered in accordance with
\nclause (a)), in any currency other than the Required Currency, except to the
\nextent that such tender or recovery shall result in the actual receipt, by the
\npayee, of the full amount of the Required Currency expressed to be payable in
\nrespect of such payments, (ii) shall be enforceable as an alternative or
\nadditional cause of action for the purpose of recovering in the Required
\nCurrency the amount, if any, by which such actual receipt shall fall short of
\nthe full amount of the Required Currency so expressed to be payable and (iii)
\nshall not be affected by judgment being obtained for any other sum due under
\nthis Indenture. For purposes of the foregoing, “New York Banking
\nDay<\/strong>” means any day except a Saturday, Sunday or a legal holiday in The
\nCity of New York or a day on which banking institutions in The City of New York
\nare authorized or obligated by law, regulation or executive order to be closed.\n<\/p>\n

Section 1.17. Limitation on Individual Liability<\/u>. No recourse under or
\nupon any obligation, covenant or agreement contained in this Indenture or in any
\nSecurity, or for any claim based thereon or otherwise in respect thereof, shall
\nbe had against any incorporator, shareholder, employee, officer or director, as
\nsuch, past, present or future, of the Company, either directly or through the
\nCompany, whether by virtue of any constitution, statute or rule of law, or by
\nthe enforcement of any assessment or penalty or otherwise; it being expressly
\nunderstood that this Indenture and the obligations issued hereunder are solely
\ncorporate obligations, and that no such personal liability whatever shall attach
\nto, or is or shall be incurred by, the incorporators, shareholders, employees,
\nofficers or directors, as such, of the Company, or any of them, because of the
\ncreation of the indebtedness hereby authorized, or under or by reason of the
\nobligations, covenants or agreements contained in this Indenture or in any
\nSecurity or implied therefrom; and that any and all such personal liability of
\nevery name and nature, either at common law or in equity or by constitution or
\nstatute, of, and any and all such rights and claims against, every such
\nincorporator, shareholder, employee, officer or director, as such, because of
\nthe creation of the indebtedness hereby authorized, or under or by reason of the
\nobligations, covenants or agreements contained in this Indenture or in any
\nSecurity or implied therefrom, are hereby expressly waived and released as a
\ncondition of, and as a consideration for, the execution of this Indenture and
\nthe issuance of such Security.<\/p>\n

Section 1.18. Waiver of Jury Trial<\/u>. EACH OF THE COMPANY AND THE
\nTRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
\nLAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
\nOR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED
\nHEREBY.<\/p>\n

Section 1.19. Force Majeure<\/u>. In no event shall the Trustee be
\nresponsible or liable for any failure or delay in the performance of its
\nobligations hereunder arising out of or caused by, directly or indirectly,
\nforces beyond its control, including, without limitation, strikes, work
\nstoppages, accidents, acts of war or terrorism, civil or military disturbances,
\nnuclear or natural catastrophes or acts of God, and interruptions, loss or
\nmalfunctions of utilities, communications or computer (software and hardware)
\nservices; it being understood that the Trustee shall use reasonable efforts
\nwhich are consistent with accepted practices in the banking industry to resume
\nperformance as soon as practicable under the circumstances.<\/p>\n

Section 1.20. Patriot Act<\/u>. The parties hereto acknowledge that in
\naccordance with Section 326 of the USA Patriot Act, the Trustee is required to
\nobtain, verify and record information that identifies<\/p>\n

-15-<\/p>\n

<\/p>\n

each person or legal entity that establishes a relationship or opens an
\naccount with it. The Company agrees that it will, and will cause its
\nSubsidiaries to, provide the Trustee with such information as it may reasonably
\nrequest in order for the Trustee to satisfy the applicable requirements of the
\nUSA Patriot Act.<\/p>\n

ARTICLE 2<\/strong><\/p>\n

SECURITIES FORMS<\/u><\/strong><\/p>\n

Section 2.1. Forms Generally<\/u>. Provisions relating to the Initial
\nSecurities and the Exchange Securities are set forth in Appendix A, which is
\nhereby incorporated in and expressly made a part of this Indenture. The
\nSecurities and the Trustee153s certificate of authentication are hereby
\nincorporated in and expressly made a part of this Indenture. The Securities may
\nhave notations, legends or endorsements required by law, stock exchange rule,
\nagreements to which the Company is subject, if any, or depository procedure or
\nusage (provided<\/u> that any such notation, legend or endorsement is in a
\nform acceptable to the Company). Each Security shall be dated the date of its
\nauthentication. The terms of the Securities are part of the terms of this
\nIndenture. The Securities shall be issued only in registered form without
\ninterest coupons and in denominations of $2,000 and any integral multiples of
\n$1,000.<\/p>\n

Unless otherwise provided in or pursuant to this Indenture or any Securities,
\nthe Securities shall be issuable in registered form without Coupons and shall
\nnot be issuable upon the exercise of warrants.<\/p>\n

Definitive Securities and definitive Coupons shall be printed, lithographed
\nor engraved or produced by any combination of these methods on a steel engraved
\nborder or steel engraved borders or may be produced in any other manner, all as
\ndetermined by the officers of the Company executing such Securities or Coupons,
\nas evidenced by their execution of such Securities or Coupons.<\/p>\n

Section 2.2. Form of Trustee153s Certificate of Authentication<\/u>. The
\nSecurities and the Trustee153s certificate of authentication are hereby
\nincorporated in and expressly made a part of this Indenture.<\/p>\n

Section 2.3. Securities in Global Form<\/u>. Unless otherwise provided in
\nor pursuant to this Indenture or any Securities, the Securities shall not be
\nissuable in temporary or permanent global form. If Securities of a series shall
\nbe issuable in global form, as specified and contemplated by Section 3.1, any
\nsuch Security may provide that it or any number of such Securities shall
\nrepresent the aggregate amount of all Outstanding Securities of such series (or
\nsuch lesser amount as is permitted by the terms thereof) from time to time
\nendorsed thereon and may also provide that the aggregate amount of Outstanding
\nSecurities represented thereby may from time to time be increased or reduced to
\nreflect exchanges. Any endorsement of any Security in global form to reflect the
\namount, or any increase or decrease in the amount, or changes in the rights of
\nHolders, of Outstanding Securities represented thereby shall be made in such
\nmanner and by such Person or Persons as shall be specified therein or in the
\nCompany Order to be delivered pursuant to Section 3.3 or 3.4 with respect
\nthereto. Subject to the provisions of Section 3.3 and, if applicable, Section
\n3.4, the Trustee shall deliver and redeliver, in each case at the Company153s
\nexpense, any Security in permanent global form in the manner and upon
\ninstructions given by the Person or Persons specified therein or in the
\napplicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
\nbeen, or simultaneously is, delivered, any instructions by the Company with
\nrespect to a Security in global form shall be in writing.<\/p>\n

Notwithstanding the provisions of Section 3.7, unless otherwise specified in
\nor pursuant to this Indenture or any Securities, payment of principal of, any
\npremium and interest on, any Security (i) in temporary form shall be made to the
\nPerson or Persons specified therein, and (ii) in global form and registered in
\nthe name of a Depository or its nominee shall be made to the Depository or its
\nnominee as the Holder of such global Security. Neither the Company nor the
\nTrustee shall have any responsibility or<\/p>\n

-16-<\/p>\n

<\/p>\n

liability for any aspect of the records relating to, or payments made on
\naccount of, beneficial ownership interests of a global Security, or for
\nmaintaining, supervising or reviewing any records relating to beneficial
\nownership interests, and each of the Company and the Trustee may act or refrain
\nfrom acting without liability on any information provided by the Depository.\n<\/p>\n

Notwithstanding the provisions of Section 3.8 and except as provided in the
\npreceding paragraph, the Company, the Trustee and any agent of the Company or
\nthe Trustee shall treat as the Holder of such principal amount of Outstanding
\nSecurities represented by a global Security (i) in the case of a global Security
\nin registered form, the Holder of such global Security in registered form, or
\n(ii) in the case of a global Security in bearer form, the Person or Persons
\nspecified pursuant to Section 3.1.<\/p>\n

ARTICLE 3<\/strong><\/p>\n

THE SECURITIES<\/strong><\/p>\n

Section 3.1. Amount Unlimited; Issuable in Series<\/u>. The aggregate
\nprincipal amount of Securities which may be authenticated and delivered under
\nthis Indenture is unlimited. The Securities may be issued in one or more series.\n<\/p>\n

With respect to any Securities to be authenticated and delivered hereunder,
\nthere shall be established in or pursuant to a Board Resolution and set forth in
\nan Officers153 Certificate, or established in one or more indentures supplemental
\nhereto,<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) the title and series of such Securities, which may include medium-term
\nnotes;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) the total principal amount of the series of such Securities and whether
\nthere shall be any limit upon the aggregate principal amount of such Securities
\nthat may be authenticated and delivered under this Indenture (except for
\nSecurities authenticated and delivered upon registration or transfer of, or in
\nexchange for, or in lieu of, other Securities of such series pursuant to Section
\n3.4, 3.5, 3.6, 9.5 or 11.7);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) if such Securities are to be issuable as Registered Securities, as Bearer
\nSecurities or alternatively as Bearer Securities and Registered Securities, and
\nwhether the Bearer Securities are to be issuable with Coupons, without Coupons
\nor both, and any restrictions applicable to the offer, sale or delivery of the
\nBearer Securities and the terms, if any, upon which Bearer Securities may be
\nexchanged for Registered Securities and vice versa;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) if any of such Securities are to be issuable in global form, when any of
\nsuch Securities are to be issuable in global form and (i) whether such
\nSecurities are to be issued in temporary or permanent global form or both, (ii)
\nwhether beneficial owners of interests in any such global Security may exchange
\nsuch interests for Securities of the same series and of like tenor and of any
\nauthorized form and denomination, and the circumstances under which any such
\nexchanges may occur, if other than in the manner specified in Section 3.5, and
\n(iii) the name of the Depository or the U.S. Depository, as the case may be,
\nwith respect to any such global Security;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) if any of such Securities are to be issuable as Bearer Securities or in
\nglobal form, the date as of which any such Bearer Security or global Security
\nshall be dated (if other than the date of original issuance of the first of such
\nSecurities to be issued);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(6) if any of such Securities are to be issuable as Bearer Securities,
\nwhether interest in respect of any portion of a temporary Bearer Security in
\nglobal form payable in respect of an<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-17-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

Interest Payment Date therefor prior to the exchange, if any, of such
\ntemporary Bearer Security for definitive Securities shall be paid to any
\nclearing organization with respect to the portion of such temporary Bearer
\nSecurity held for its account and, in such event, the terms and conditions
\n(including any certification requirements) upon which any such interest payment
\nreceived by a clearing organization will be credited to the Persons entitled to
\ninterest payable on such Interest Payment Date;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(7) the date or dates, or the method or methods, if any, by which such date
\nor dates shall be determined, on which the principal of and premium, if any, on
\nthe Securities shall be payable;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(8) the Person to whom any interest on a Security shall be payable, if other
\nthan the Person in whose name that Security is registered at the close of
\nbusiness on the Regular Record Date for such interest; the rate or rates at
\nwhich such Securities shall bear interest, if any, which rate may be zero in the
\ncase of certain Securities issued at an issue price representing a discount from
\nthe principal amount payable at Maturity, or the method by which such rate or
\nrates will be determined (including, if applicable, any remarketing option or
\nsimilar method), and the date or dates from which such interest, if any, will
\naccrue or the method by which such date or dates will be determined, and the
\nbasis upon which interest shall be calculated if other than that of a 360 day
\nyear of twelve 30-day months;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(9) the date or dates on which interest, if any, on such Securities shall be
\npayable and any Regular Record Dates applicable to the date or dates on which
\ninterest will be so payable;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(10) if in addition to or other than the Borough of Manhattan, The City of
\nNew York, the place or places where the principal of or any premium or interest
\non such Securities shall be payable, where any of such Securities that are
\nissued in registered form may be surrendered for registration of, transfer or
\nexchange, and where any such Securities may be surrendered for conversion or
\nexchange and notices of demands to or upon the Company in respect of such
\nSecurities and this Indenture may be served, the extent to which, the manner in
\nwhich, any interest payment on a global Security on an Interest Payment Date,
\nwill be paid and the manner in which any principal of or premium, if any, on any
\nglobal Security will be paid;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(11) if such Securities are to be redeemable at the Company153s option, the
\ndate or dates on which, the period or periods within which, the price or prices
\nat which and the other terms and conditions upon which such Securities may be
\nredeemed, in whole or in part, at the Company153s option pursuant to any sinking
\nfund or otherwise;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(12) provisions specifying whether the Company shall be obligated to redeem,
\npurchase or repay any of such Securities pursuant to any sinking fund or
\nanalogous provision or at the option of any Holder of such Securities and, if
\nso, the date or dates on which, the period or periods within which, the price or
\nprices at which and the other terms and conditions upon which such Securities
\nshall be redeemed, purchased or repaid, in whole or in part, pursuant to such
\nobligation, and any provisions for the remarketing of such Securities so
\nredeemed or purchased;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(13) if other than denominations of $2,000, and any integral multiple of
\n$1,000 thereof, the denominations in which any Securities to be issued in
\nregistered form will be issuable and, if other than a denomination of $5,000,
\nthe denominations in which any Securities to be issued in bearer form will be
\nissuable;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-18-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(14) provisions specifying whether the Securities will be convertible into
\nother securities or property of any Person (including the Company) and\/or
\nexchangeable for securities or property of any Person (including the Company)
\nand, if so, the terms and conditions upon which such Securities shall be so
\nconvertible or exchangeable;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(15) if other than the principal amount, the portion of the principal amount
\n(or the method by which such portion will be determined) of such Securities that
\nwill be payable upon declaration of acceleration of the Maturity thereof
\npursuant to the terms of this Indenture;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(16) the guarantors, if any, of the Securities of the series, and the extent
\nof the guarantees (including provisions relating to seniority, subordination,
\nand the release of the guarantors), if any, and any additions or changes to
\npermit or facilitate guarantees of such Securities;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(17) whether the Securities of such series are subject to subordination and
\nthe terms of such subordination;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(18) any restriction or condition on the transferability of the Securities of
\nsuch series;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(19) whether the Securities of the series to be issued will be Original Issue
\nDiscount Securities and the amount of discount with which such Securities may be
\nissued;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(20) the form of the Securities of the series in accordance with Section 2.1;\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(21) if other than Dollars, the Currency of payment, including composite
\nCurrencies and Foreign Currencies, of the principal of, any premium or interest
\non any of such Securities;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(22) if other than as provided in Section 4.2, the manner in which the
\nSecurities of the series are to be defeased;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(23) provisions specifying whether the principal of, or any premium or
\ninterest on such Securities shall be payable, at the election of the Company or
\na Holder, in a Currency other than that in which such Securities are stated to
\nbe payable and the date or dates on which, the period or periods within which,
\nand the other terms and conditions upon which, such election may be made, and
\nthe time and manner of determining the exchange rate;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(24) any index, formula or other method used to determine the amount of
\npayments of principal of, or any premium or interest on such Securities;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(25) provisions specifying whether such Securities are to be issued in the
\nform of one or more global Securities and, if so, the identity of the Depository
\nfor such global Security or Securities;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(26) any deletions from, modifications of or additions to the Events of
\nDefault or covenants of the Company that are contained herein with respect to
\nsuch Securities;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(27) terms specifying whether the provisions described below under Section
\n4.2 shall be applicable to such Securities;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(28) terms specifying whether any of such Securities are to be issued upon
\nthe exercise of warrants, and the time, manner and place for such Securities to
\nbe authenticated and delivered; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-19-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(29) any other terms of such Securities and any other deletions from or
\nmodifications or additions to this Indenture in respect of such Securities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All Securities of any one series and all Coupons, if any, appertaining to
\nBearer Securities of such series shall be substantially identical except as to
\nCurrency of payments due thereunder, denomination and the rate of interest
\nthereon, or method of determining the rate of interest, if any, Maturity, and
\nthe date from which interest, if any, shall accrue and except as may otherwise
\nbe provided by the Company in or pursuant to the Board Resolution and set forth
\nin the Officers153 Certificate or in any indenture or indentures supplemental
\nhereto pertaining to such series of Securities. The terms of the Securities of
\nany series may provide, without limitation, that the Securities shall be
\nauthenticated and delivered by the Trustee on original issue from time to time
\nupon written order of persons designated in the Officers153 Certificate or
\nsupplemental indenture and that such persons are authorized to determine,
\nconsistent with such Officers153 Certificate or any applicable supplemental
\nindenture, such terms and conditions of the Securities of such series as are
\nspecified in such Officers153 Certificate or supplemental indenture. All
\nSecurities of any one series need not be issued at the same time and, unless
\notherwise so provided, a series may be reopened for issuances of Additional
\nSecurities of such series or to establish additional terms of such series of
\nSecurities pursuant to Section 3.12. The Company also may issue, and the Trustee
\nmay authenticate, Securities with the same terms as previously issued
\nSecurities.<\/p>\n

If any of the terms of the Securities of any series shall be established by
\naction taken by or pursuant to a Board Resolution, the Board Resolution shall be
\ndelivered to the Trustee at or prior to the delivery of the Officers153
\nCertificate setting forth the terms of such series.<\/p>\n

Section 3.2. Currency; Denominations<\/u>. Unless otherwise provided in or
\npursuant to this Indenture, the principal of, and any premium and interest, if
\nany, on, the Securities shall be payable in Dollars. Unless otherwise provided
\nin or pursuant to this Indenture, Registered Securities denominated in Dollars
\nshall be issuable in registered form without Coupons in denominations of $1,000,
\nand any integral multiple thereof, and the Bearer Securities denominated in
\nDollars shall be issuable in denominations of $5,000. Securities not denominated
\nin Dollars shall be issuable in such denominations as are established with
\nrespect to such Securities in or pursuant to this Indenture.<\/p>\n

Section 3.3. Execution, Authentication, Delivery and Dating<\/u>.
\nSecurities shall be executed on behalf of the Company by its Chairman of the
\nBoard, a Vice Chairman, its President, its Chief Executive Officer, its Chief
\nFinancial Officer, its Treasurer or a Vice President and attested by its
\nSecretary or one of its Assistant Secretaries. Coupons shall be executed on
\nbehalf of the Company by the Treasurer or any Assistant Treasurer of the
\nCompany. The signature of any of these officers on the Securities or any Coupons
\nappertaining thereto may be manual or facsimile.<\/p>\n

Securities and any Coupons appertaining thereto bearing the manual or
\nfacsimile signatures of individuals who were at any time the proper officers of
\nthe Company shall bind the Company, notwithstanding that such individuals or any
\nof them have ceased to hold such offices prior to the authentication and
\ndelivery of such Securities and Coupons or did not hold such offices at the date
\nof original issuance of such Securities or Coupons.<\/p>\n

At any time and from time to time on and\/or after the execution and delivery
\nof this Indenture, the Company may deliver Securities, together with any Coupons
\nappertaining thereto, executed by the Company, to the Trustee for authentication
\nand, provided<\/u> that the Board Resolution and Officers153 Certificate or
\nsupplemental indenture or indentures with respect to such Securities referred to
\nin Section 3.1 and a Company Order for the authentication and delivery of such
\nSecurities have been delivered to the Trustee, the Trustee in accordance with
\nthe Company Order and subject to the provisions hereof and of such Securities
\nshall authenticate and deliver such Securities. In authenticating such
\nSecurities, and accepting the<\/p>\n

-20-<\/p>\n

<\/p>\n

additional responsibilities under this Indenture in relation to such
\nSecurities and any Coupons appertaining thereto, the Trustee shall be given, and
\n(subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be
\nfully protected in relying upon,<\/p>\n

(1) an Opinion of Counsel to the effect that:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a) the form or forms and the terms of such Securities and any Coupons have
\nbeen established in conformity with the provisions of this Indenture; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b) such Securities, together with any Coupons appertaining thereto, when
\ncompleted by appropriate insertions and executed and delivered by the Company to
\nthe Trustee for authentication in accordance with this Indenture, authenticated
\nand delivered by the Trustee in accordance with this Indenture and issued by the
\nCompany in the manner and subject to any conditions specified in such Opinion of
\nCounsel, will constitute legal, valid and binding obligations of the Company,
\nenforceable in accordance with their terms, subject to applicable bankruptcy,
\ninsolvency, reorganization and other similar laws of general applicability
\nrelating to or affecting the enforcement of creditors153 rights, to general
\nequitable principles and to such other qualifications as such counsel shall
\nconclude do not materially affect the rights of Holders of such Securities and
\nany Coupons; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) an Officers153 Certificate stating that, to the best knowledge of the
\nPersons executing such certificate, all conditions precedent to the execution,
\nauthentication and delivery of such Securities and Coupons, if any, appertaining
\nthereto, have been complied with, and no event which is, or after notice or
\nlapse of time would become, an Event of Default with respect to any of the
\nSecurities shall have occurred and be continuing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Trustee shall not be required to authenticate or to cause an
\nAuthenticating Agent to authenticate any Securities if the issue of such
\nSecurities pursuant to this Indenture will affect the Trustee153s own rights,
\nduties or immunities under the Securities and this Indenture or otherwise in a
\nmanner which is not reasonably acceptable to the Trustee or if the Trustee,
\nbeing advised by counsel, determines that such action may not lawfully be taken.\n<\/p>\n

Each Registered Security shall be dated the date of its authentication. Each
\nBearer Security and any Bearer Security in global form shall also be dated the
\ndate of its authentication.<\/p>\n

No Security or Coupon appertaining thereto shall be entitled to any benefit
\nunder this Indenture or be valid or obligatory for any purpose, unless there
\nappears on such Security a certificate of authentication substantially in the
\nform provided for in Section 2.2 or 6.11 executed by or on behalf of the Trustee
\nor by the Authenticating Agent by the manual signature of one of its authorized
\nofficers. Such certificate upon any Security shall be conclusive evidence, and
\nthe only evidence, that such Security has been duly authenticated and delivered
\nhereunder. Except as permitted by Section 3.6, the Trustee shall not
\nauthenticate and deliver any Bearer Security unless all Coupons appertaining
\nthereto then matured have been detached and cancelled.<\/p>\n

Section 3.4. Temporary Securities<\/u>. Pending the preparation of
\ndefinitive Securities, the Company may execute and deliver to the Trustee and,
\nupon Company Order, the Trustee shall authenticate and deliver, in the manner
\nprovided in Section 3.3, temporary Securities in lieu thereof which are printed,
\nlithographed, typewritten, mimeographed or otherwise produced, in any authorized
\ndenomination, substantially of the tenor of the definitive Securities in lieu of
\nwhich they are issued, in registered form or, if authorized in or pursuant to
\nthis Indenture, in bearer form with one or more Coupons or without Coupons<\/p>\n

-21-<\/p>\n

<\/p>\n

and with such appropriate insertions, omissions, substitutions and other
\nvariations as the officers of the Company executing such Securities may
\ndetermine, as conclusively evidenced by their execution of such Securities. Such
\ntemporary Securities may be in global form.<\/p>\n

Except in the case of temporary Securities in global form, which shall be
\nexchanged in accordance with the provisions thereof, if temporary Securities are
\nissued, the Company shall cause definitive Securities to be prepared without
\nunreasonable delay. After the preparation of definitive Securities of the same
\nseries and containing terms and provisions that are identical to those of any
\ntemporary Securities, such temporary Securities shall be exchangeable for such
\ndefinitive Securities upon surrender of such temporary Securities at an Office
\nor Agency for such Securities, without charge to any Holder thereof. Upon
\nsurrender for cancellation of any one or more temporary Securities (accompanied
\nby any unmatured Coupons appertaining thereto), the Company shall execute and
\nthe Trustee shall authenticate and deliver in exchange therefor an equal
\naggregate principal amount of definitive Securities of authorized denominations
\nof the same series and containing identical terms and provisions;
\nprovided<\/u>, however<\/u>, that no definitive Bearer Security, except as
\nprovided in or pursuant to this Indenture, shall be delivered in exchange for a
\ntemporary Registered Security; and provided<\/u>, further<\/u>, that a
\ndefinitive Bearer Security shall be delivered in exchange for a temporary Bearer
\nSecurity only in compliance with the conditions set forth in or pursuant to this
\nIndenture. Unless otherwise provided in or pursuant to this Indenture with
\nrespect to a temporary global Security, until so exchanged the temporary
\nSecurities of any series shall in all respects be entitled to the same benefits
\nunder this Indenture as definitive Securities of such series.<\/p>\n

Section 3.5. Registration, Transfer and Exchange<\/u>. With respect to the
\nRegistered Securities of each series, if any, the Company shall cause to be kept
\na register (each such register being herein sometimes referred to as the
\n“Security Register<\/strong>“) at an Office or Agency for such series in
\nwhich, subject to such reasonable regulations as it may prescribe, the Company
\nshall provide for the registration of the Registered Securities of such series
\nand of transfers of the Registered Securities of such series. Such Office or
\nAgency shall be the “Security Registrar” for that series of Securities. Unless
\notherwise specified in or pursuant to this Indenture or the Securities, the
\nTrustee shall be the initial Security Registrar for each series of Securities.
\nThe Company shall have the right to remove and replace from time to time the
\nSecurity Registrar for any series of Securities; provided<\/u> that no such
\nremoval or replacement shall be effective until a successor Security Registrar
\nwith respect to such series of Securities shall have been appointed by the
\nCompany and shall have accepted such appointment by the Company. In the event
\nthat the Trustee shall not be or shall cease to be Security Registrar with
\nrespect to a series of Securities, it shall have the right to examine the
\nSecurity Register for such series at all reasonable times. The Company shall be
\nrequired to maintain a Security Registrar in each place where the principal of
\nand premium or interest on any Security is payable. There shall be only one
\nSecurity Register for each series of Securities.<\/p>\n

The Securities shall be transferable upon the surrender of a Security for
\nregistration of transfer and in compliance with Appendix A.<\/p>\n

Upon surrender for registration of transfer of any Registered Security of any
\nseries at any Office or Agency for such series, the Company shall execute, and
\nthe Trustee shall authenticate and deliver, in the name of the designated
\ntransferee or transferees, one or more new Registered Securities of the same
\nseries denominated as authorized in or pursuant to this Indenture, of a like
\naggregate principal amount bearing a number not contemporaneously outstanding
\nand containing identical terms and provisions.<\/p>\n

At the option of the Holder, certificated Securities (including Bearer
\nSecurities) and the right to receive the principal, premium and interest, if
\nany, on any certificated Security may be transferred by a Holder by surrendering
\nsuch certificate representing the certificated Securities at the Corporate Trust
\nOffice of the Trustee. Such certificate representing the certificated Securities
\nmay be reissued by the Com-<\/p>\n

-22-<\/p>\n

<\/p>\n

pany or the Trustee to a new Holder or a new certificate representing the
\ncertificated Securities may be issued by the Company or the Trustee to a new
\nHolder.<\/p>\n

At the option of the Holder, Registered Securities of any series may be
\nexchanged for other Registered Securities of the same series containing
\nidentical terms and provisions, in any authorized denominations, and of a like
\naggregate principal amount, upon surrender of the Securities to be exchanged at
\nany Office or Agency for such series. Whenever any Registered Securities are so
\nsurrendered for exchange, the Company shall execute, and the Trustee shall
\nauthenticate and deliver, the Registered Securities that the Holder making the
\nexchange is entitled to receive.<\/p>\n

If provided in or pursuant to this Indenture, with respect to Securities of
\nany series, at the option of the Holder, Bearer Securities of such series may be
\nexchanged for Registered Securities of such series containing identical terms,
\ndenominated as authorized in or pursuant to this Indenture and in the same
\naggregate principal amount, upon surrender of the Bearer Securities to be
\nexchanged at any Office or Agency for such series, with all unmatured Coupons
\nand all matured Coupons in default thereto appertaining. If the Holder of a
\nBearer Security is unable to produce any such unmatured Coupon or Coupons or
\nmatured Coupon or Coupons in default, such exchange may be effected if the
\nBearer Securities are accompanied by payment in funds acceptable to the Company
\nand the Trustee in an amount equal to the face amount of such missing Coupon or
\nCoupons, or the surrender of such missing Coupon or Coupons may be waived by the
\nCompany and the Trustee if there is furnished to them such security or indemnity
\nas they may require to save each of them and any Paying Agent harmless. If
\nthereafter the Holder of such Bearer Security shall surrender to any Paying
\nAgent any such missing Coupon in respect of which such a payment shall have been
\nmade, such Holder shall be entitled to receive the amount of such payment;
\nprovided<\/u>, however<\/u>, that, except as otherwise provided in Section
\n10.2, interest represented by Coupons shall be payable only upon presentation
\nand surrender of those Coupons at an Office or Agency for such series located
\noutside the United States. Notwithstanding the foregoing, in case a Bearer
\nSecurity of any series is surrendered at any such Office or Agency for such
\nseries in exchange for a Registered Security of such series and like tenor after
\nthe close of business at such Office or Agency on (i) any Regular Record Date
\nand before the opening of business at such Office or Agency on the next
\nsucceeding Interest Payment Date, or any Special Record Date and before the
\nopening of business at such Office or Agency on the related date for payment of
\nDefaulted Interest, such Bearer Security shall be surrendered without the Coupon
\nrelating to such Interest Payment Date or proposed date of payment, as the case
\nmay be (or, if such Coupon is so surrendered with such Bearer Security, such
\nCoupon shall be returned to the Person so surrendering the Bearer Security), and
\ninterest or Defaulted Interest, as the case may be, shall not be payable on such
\nInterest Payment Date or proposed date for payment, as the case may be, in
\nrespect of the Registered Security issued in exchange for such Bearer Security,
\nbut shall be payable only to the Holder of such Coupon when due in accordance
\nwith the provisions of this Indenture.<\/p>\n

If provided in or pursuant to this Indenture with respect to Securities of
\nany series, at the option of the Holder, Registered Securities of such series
\nmay be exchanged for Bearer Securities upon such terms and conditions as may be
\nprovided in or pursuant to this Indenture with respect to such series.<\/p>\n

Whenever any Securities are surrendered for exchange as contemplated by the
\nimmediately preceding two paragraphs, the Company shall execute, and the Trustee
\nshall authenticate and deliver, the Securities that the Holder making the
\nexchange is entitled to receive.<\/p>\n

Notwithstanding the foregoing, except as otherwise provided in or pursuant to
\nthis Indenture, any global Security shall be exchangeable for certificated
\nSecurities only if (i) the Depository is at any time unwilling, unable or
\nineligible to continue as Depository and a successor depository is not appointed
\nby the Company within 90 days of the date the Company is so informed in writing,
\nthe Company, in its discretion, determines not to require all of the Securities
\nof a series to be represented by a global Security<\/p>\n

-23-<\/p>\n

<\/p>\n

and notifies the Trustee of its decision by executing and delivering to the
\nTrustee a Company Order to the effect that such global Security shall be so
\nexchangeable or (iii) an Event of Default has occurred and is continuing, the
\nCompany, the Trustee, the Security Registrar and the Paying Agent shall have
\nnotified the Depository that the global Security shall be exchangeable for
\ncertificated Securities. If the beneficial owners of interests in a global
\nSecurity are entitled to exchange such interests for definitive Securities as
\nthe result of an event described in clause (i), or (iii) of the preceding
\nsentence, then without unnecessary delay but in any event not later than the
\nearliest date on which such interests may be so exchanged, the Company shall
\ndeliver to the Trustee definitive Securities in such form and denominations as
\nare required by or pursuant to this Indenture, and of the same series,
\ncontaining identical terms and in aggregate principal amount equal to the
\nprincipal amount of such global Security, executed by the Company. On or after
\nthe earliest date on which such interests may be so exchanged, such global
\nSecurity shall be surrendered from time to time by the U.S. Depository or such
\nother Depository as shall be specified in the Company Order with respect
\nthereto, and in accordance with instructions given to the Trustee and the U.S.
\nDepository or such other Depository, as the case may be (which instructions
\nshall be in writing but need not be contained in or accompanied by an Officers153
\nCertificate or be accompanied by an Opinion of Counsel), as shall be specified
\nin the Company Order with respect thereto to the Trustee, as the Company153s agent
\nfor such purpose, to be exchanged, in whole or in part, for definitive
\nSecurities as described above without charge. The Trustee shall authenticate and
\nmake available for delivery, in exchange for each portion of such surrendered
\nglobal Security, a like aggregate principal amount of definitive Securities of
\nthe same series of authorized denominations and of like tenor as the portion of
\nsuch global Security to be exchanged, which (unless such Securities are not
\nissuable both as Bearer Securities and as Registered Securities, in which case
\nthe definitive Securities exchanged for the global Security shall be issuable
\nonly in the form in which the Securities are issuable, as provided in or
\npursuant to this Indenture) shall be in the form of Bearer Securities or
\nRegistered Securities, or any combination thereof, as shall be specified by the
\nbeneficial owner thereof, but subject to the satisfaction of any certification
\nor other requirements to the issuance of Bearer Securities; provided<\/u>,
\nhowever<\/u>, that (unless otherwise provided in or pursuant to this
\nIndenture) no Bearer Security delivered in exchange for a portion of a global
\nSecurity shall be mailed or otherwise delivered to any location in the United
\nStates. Promptly following any such exchange in part, such global Security shall
\nbe returned by the Trustee to such Depository or the U.S. Depository, as the
\ncase may be, or such other Depository or U.S. Depository referred to above in
\naccordance with the instructions of the Company referred to above. If a
\nRegistered Security is issued in exchange for any portion of a global Security
\nafter the close of business at the Office or Agency for such Security where such
\nexchange occurs on or after (i) any Regular Record Date for such Security and
\nbefore the opening of business at such Office or Agency on the next succeeding
\nInterest Payment Date, or any Special Record Date for such Security and before
\nthe opening of business at such Office or Agency on the related proposed date
\nfor payment of interest or Defaulted Interest, as the case may be, interest
\nshall not be payable on such Interest Payment Date or proposed date for payment,
\nas the case may be, in respect of such Registered Security, but shall be payable
\non such Interest Payment Date or proposed date for payment, as the case may be,
\nonly to the Person to whom interest in respect of such portion of such global
\nSecurity shall be payable in accordance with the provisions of this Indenture.\n<\/p>\n

All Securities issued upon any registration of transfer or exchange of
\nSecurities shall be the valid obligations of the Company, evidencing the same
\ndebt and entitling the Holders thereof to the same benefits under this Indenture
\nas the Securities surrendered upon such registration of transfer or exchange.\n<\/p>\n

Every Registered Security presented or surrendered for registration of
\ntransfer or for exchange or redemption shall (if so required by the Company or
\nthe Security Registrar for such Security) be duly endorsed, or be accompanied by
\na written instrument of transfer in a form satisfactory to the Company and the
\nSecurity Registrar for such Security duly executed by the Holder thereof or his
\nattorney duly authorized in writing.<\/p>\n

-24-<\/p>\n

<\/p>\n

No service charge shall be made for any registration of transfer or exchange,
\nor redemption of Securities, but the Company may require payment of a sum
\nsufficient to cover any stamp tax or other governmental charge and any other
\nreasonable expenses (including fees and expenses of the Trustee) that may be
\nimposed in connection with any registration of transfer or exchange of
\nSecurities, other than exchanges pursuant to Section 3.4, 3.6, 9.5 or 11.7 not
\ninvolving any transfer.<\/p>\n

Except as otherwise provided in or pursuant to this Indenture, the Company
\nshall not be required (i) to register the transfer of or exchange Securities of
\nany series during a period beginning at the opening of business 15 days before
\nthe day the Company transmits a notice of redemption of Securities of the series
\nselected for redemption and ending at the close of business on the day of the
\ntransmission, or to register the transfer of or exchange any Security selected
\nfor redemption in whole or in part, except in the case of any Security to be
\nredeemed in part, the portion thereof not to be redeemed, or (iii) to exchange
\nany Bearer Security selected for redemption except, to the extent provided with
\nrespect to such Bearer Security, that such Bearer Security may be exchanged for
\na Registered Security of like tenor and the same series, provided that such
\nRegistered Security shall be immediately surrendered for redemption with written
\ninstruction for payment consistent with the provisions of this Indenture or to
\nissue, register the transfer of or exchange any Security which, in accordance
\nwith its terms, has been surrendered for repayment at the option of the Holder,
\nexcept the portion, if any, of such Security not to be so repaid.<\/p>\n

Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities<\/u>. If any
\nmutilated Security or a Security with a mutilated Coupon appertaining to it is
\nsurrendered to the Trustee, subject to the provisions of this Section 3.6, the
\nCompany shall execute and the Trustee shall authenticate and deliver in exchange
\ntherefor a new Security of the same series containing identical terms and of
\nlike principal amount and bearing a number not contemporaneously outstanding,
\nwith Coupons appertaining thereto corresponding to the Coupons, if any,
\nappertaining to the surrendered Security.<\/p>\n

If there be delivered to the Company and the Trustee (i) evidence to their
\nsatisfaction of the destruction, loss or theft of any Security or Coupon, and
\n(ii) such security or indemnity as may be required by them to save each of them
\nand any agent of either of them harmless, then, in the absence of notice to the
\nCompany or the Trustee that such Security or Coupon has been acquired by a bona
\nfide purchaser, the Company shall execute and, upon the Company153s request the
\nTrustee shall authenticate and deliver, in exchange for or in lieu of any such
\nmutilated, destroyed, lost or stolen Security or in exchange for the Security to
\nwhich a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons
\nnot destroyed, lost or stolen, a new Security of the same series containing
\nidentical terms and of like principal amount and bearing a number not
\ncontemporaneously outstanding, with Coupons appertaining thereto corresponding
\nto the Coupons, if any, appertaining to such destroyed, lost or stolen Security
\nor to the Security to which such destroyed, lost or stolen Coupon appertains.\n<\/p>\n

Notwithstanding the foregoing provisions of this Section 3.6, in case any
\nmutilated, destroyed, lost or stolen Security or Coupon has become or is about
\nto become due and payable, the Company in its discretion may, instead of issuing
\na new Security, pay such Security or Coupon; provided<\/u>, however<\/u>,
\nthat payment of principal of, and any premium or interest, if any, on any Bearer
\nSecurities shall, except as otherwise provided in Section 10.2, be payable only
\nat an Office or Agency for such Securities located outside the United States.\n<\/p>\n

Upon the issuance of any new Security under this Section 3.6, the Company may
\nrequire the payment of a sum sufficient to cover any stamp tax or other
\ngovernmental charge that may be imposed in relation thereto and any other
\nexpenses (including the fees and expenses of the Trustee) connected therewith.\n<\/p>\n

-25-<\/p>\n

<\/p>\n

Every new Security, with any Coupons appertaining thereto issued pursuant to
\nthis Section 3.6 in lieu of any destroyed, lost or stolen Security, or in
\nexchange for a Security to which a destroyed, lost or stolen Coupon appertains
\nshall constitute a separate obligation of the Company, whether or not the
\ndestroyed, lost or stolen Security and Coupons appertaining thereto or the
\ndestroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
\nshall be entitled to all the benefits of this Indenture equally and
\nproportionately with any and all other Securities of such series and any
\nCoupons, if any, duly issued hereunder.<\/p>\n

The provisions of this Section 3.6, as amended or supplemented pursuant to
\nthis Indenture with respect to particular Securities or generally, shall be
\nexclusive and shall preclude (to the extent lawful) all other rights and
\nremedies with respect to the replacement or payment of mutilated, destroyed,
\nlost or stolen Securities or Coupons.<\/p>\n

Section 3.7. Payment of Interest; Rights to Interest Preserved<\/u>. Unless
\notherwise provided in or pursuant to this Indenture, any interest on any
\nRegistered Security which shall be payable, and are punctually paid or duly
\nprovided for, on any Interest Payment Date shall be paid to the Person in whose
\nname such Security (or one or more Predecessor Securities) is registered as of
\nthe close of business on the Regular Record Date for such interest.<\/p>\n

Unless otherwise provided in or pursuant to this Indenture, any interest on
\nany Registered Security which shall be payable, but shall not be punctually paid
\nor duly provided for, on any Interest Payment Date for such Registered Security
\n(herein called “Defaulted Interest<\/strong>“) shall forthwith cease to
\nbe payable to the Holder thereof on the relevant Regular Record Date by virtue
\nof having been such Holder; and such Defaulted Interest may be paid by the
\nCompany as provided in clause (1) or (2) below:<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) The Company may elect to make payment of any Defaulted Interest to the
\nPerson in whose name such Registered Security (or a Predecessor Security
\nthereof) shall be registered at the close of business on a Special Record Date
\nfor the payment of such Defaulted Interest, which shall be fixed by the Company
\nin the following manner. The Company shall notify the Trustee in writing of the
\namount of Defaulted Interest proposed to be paid on such Registered Security,
\nthe Special Record Date therefor and the date of the proposed payment, and at
\nthe same time the Company shall deposit with the Trustee an amount of money
\nequal to the aggregate amount proposed to be paid in respect of such Defaulted
\nInterest or shall make arrangements reasonably satisfactory to the Trustee for
\nsuch deposit on or prior to the date of the proposed payment, such money when so
\ndeposited to be held in trust for the benefit of the Person entitled to such
\nDefaulted Interest as in this clause provided. The Special Record Date for the
\npayment of such Defaulted Interest shall be not more than 15 days and not less
\nthan 10 days prior to the date of the proposed payment and not less than 10 days
\nafter notification to the Trustee of the proposed payment. The Trustee shall, in
\nthe name and at the expense of the Company cause notice of the proposed payment
\nof such Defaulted Interest and the Special Record Date therefor to be mailed,
\nfirst-class postage prepaid, to the Holder of such Registered Security (or a
\nPredecessor Security thereof) at his address as it appears in the Security
\nRegister not less than 10 days prior to such Special Record Date. The Trustee
\nmay, in its discretion, in the name and at the expense of the Company cause a
\nsimilar notice to be published at least once in an Authorized Newspaper of
\ngeneral circulation in the Borough of Manhattan, The City of New York, but such
\npublication shall not be a condition precedent to the establishment of such
\nSpecial Record Date. Notice of the proposed payment of such Defaulted Interest
\nand the Special Record Date therefor having been mailed as aforesaid, such
\nDefaulted Interest shall be paid to the Person in whose name such Registered
\nSecurity (or a Predecessor Security thereof) shall be registered at the close of
\nbusiness on such Special Record Date and shall no longer be payable pursuant to
\nthe following clause (2).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-26-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(2) The Company may make payment of any Defaulted Interest in any other
\nlawful manner not inconsistent with the requirements of any securities exchange
\non which such Security may be listed, and upon such notice as may be required by
\nsuch exchange, if, after notice given by the Company to the Trustee of the
\nproposed payment pursuant to this clause, such payment shall be deemed
\npracticable by the Trustee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Unless otherwise provided in or pursuant to this Indenture or the Securities
\nof any particular series pursuant to the provisions of this Indenture, at the
\noption of the Company, interest on Registered Securities that bear interest may
\nbe paid at the office or agency of the Company maintained for such purposes in
\nthe Borough of Manhattan, City of New York, or by mailing a check to the address
\nof the Person entitled thereto as such address shall appear in the Security
\nRegister or by transfer to an account maintained by the payee with a bank
\nlocated in the United States.<\/p>\n

Notwithstanding the foregoing, a holder of $1,000,000 or more in aggregate
\nprincipal amount of Securities of any series of global Securities (or its
\nequivalent in a Foreign Currency, if the currency unit is a Foreign Currency),
\nwhether having identical or different terms and provisions, having the same
\ninterest payment dates will be entitled to receive interest payments, other than
\nat Maturity, by wire transfer of immediately available funds if appropriate wire
\ntransfer instructions have been received in writing by the Trustee for the
\nSecurities of such series at least 15 days prior to the applicable Interest
\nPayment Date. In addition to the foregoing, a holder of $1,000,000 or more in
\naggregate principal amount of Securities of any series of global Securities (or
\nits equivalent in a Foreign Currency, if the currency unit is a Foreign
\nCurrency), whether having identical or different terms and provisions, having
\nthe same Maturity will be entitled to receive payment at Maturity by wire
\ntransfer of immediately available funds if appropriate wire transfer
\ninstructions have been received in writing by the Trustee for the Securities of
\nsuch series at least 15 days prior to Maturity; provided<\/u>,
\nhowever<\/u>, that such payments shall be made subject to applicable laws and
\nregulations and only after surrender of the global Securities to the Company,
\nthe corporate trust office or the Paying Agent, for such global Securities not
\nlater than one Business Day prior to Maturity. Any wire instructions received by
\nthe Trustee for the Securities of such series shall remain in effect until
\nrevoked by the Holder.<\/p>\n

Subject to the foregoing provisions of this Section and Section 3.5, each
\nSecurity delivered under this Indenture upon registration of transfer of or in
\nexchange for or in lieu of any other Security shall carry the rights to interest
\naccrued and unpaid, and to accrue, which were carried by such other Security.\n<\/p>\n

In the case of any Registered Security of any series that is convertible into
\nother securities or property of any Person (including the Company) or
\nexchangeable for securities or property of any Person (including the Company),
\nwhich Registered Security is converted or exchanged after any Regular Record
\nDate and on or prior to the next succeeding Interest Payment Date (other than
\nany Registered Security with respect to which the Stated Maturity is prior to
\nsuch Interest Payment Date), interest with respect to which the Stated Maturity
\nis on such Interest Payment Date shall be payable on such Interest Payment Date
\nnotwithstanding such conversion or exchange, and such interest (whether or not
\npunctually paid or duly provided for) shall be paid to the Person in whose name
\nthat Registered Security (or one or more predecessor Registered Securities) is
\nregistered at the close of business on such Regular Record Date. Except as
\notherwise expressly provided in the immediately preceding sentence, in the case
\nof any Registered Security which is converted or exchanged, interest with
\nrespect to which the Stated Maturity is after the date of conversion or exchange
\nof such Registered Security shall not be payable.<\/p>\n

Section 3.8. Persons Deemed Owners<\/u>. Prior to due presentment of a
\nRegistered Security for registration of transfer, the Company, the Trustee and
\nany agent of the Company or the Trustee may treat the Person in whose name such
\nRegistered Security is registered in the Security Register as the owner of such
\nRegistered Security for the purpose of receiving payment of principal of, and
\nany premium or (sub-<\/p>\n

-27-<\/p>\n

<\/p>\n

ject to Sections 3.5 and 3.7) interest, if any, on such Registered Security
\nand for all other purposes whatsoever, whether or not any payment with respect
\nto such Registered Security shall be overdue, and none of the Company, the
\nTrustee or any agent of the Company or the Trustee shall be affected by notice
\nto the contrary.<\/p>\n

The Company, the Trustee and any agent of the Company or the Trustee may
\ntreat the bearer of any Bearer Security or the bearer of any Coupon as the
\nabsolute owner of such Security or Coupon for the purpose of receiving payment
\nthereof or on account thereof and for all other purposes whatsoever, whether or
\nnot any payment with respect to such Security or Coupon shall be overdue, and
\nnone of the Company, the Trustee or any agent of the Company or the Trustee
\nshall be affected by notice to the contrary.<\/p>\n

No Holder of any beneficial interest in any global Security held on its
\nbehalf by a Depository shall have any rights under this Indenture with respect
\nto such global Security, and such Depository may be treated by the Company, the
\nTrustee, and any agent of the Company or the Trustee as the owner of such global
\nSecurity for all purposes whatsoever. None of the Company, the Trustee, any
\nPaying Agent or the Security Registrar will have any responsibility or liability
\nfor any aspect of the records relating to or payments made on account of
\nbeneficial ownership interests of a global Security or for maintaining,
\nsupervising or reviewing any records relating to such beneficial ownership
\ninterests.<\/p>\n

Section 3.9. Cancellation<\/u>. All Securities and Coupons surrendered for
\npayment, redemption, registration of transfer, exchange or conversion or for
\ncredit against any sinking fund payment shall, if surrendered to any Person
\nother than the Trustee, be delivered to the Trustee, and any such Securities and
\nCoupons, as well as Securities and Coupons surrendered directly to the Trustee
\nfor any such purpose, shall be cancelled promptly by the Trustee. The Company
\nmay at any time deliver to the Trustee for cancellation any Securities
\npreviously authenticated and delivered hereunder which the Company may have
\nacquired in any manner whatsoever, and all Securities so delivered shall be
\ncancelled promptly by the Trustee. No Securities shall be authenticated in lieu
\nof or in exchange for any Securities cancelled as provided in this Section,
\nexcept as expressly permitted by or pursuant to this Indenture. All cancelled
\nSecurities and Coupons held by the Trustee shall be disposed of by the Trustee
\nin its customary manner, unless by a Company Order, the Company directs their
\nreturn to it.<\/p>\n

Section 3.10. Computation of Interest<\/u>. Except as otherwise provided in
\nor pursuant to this Indenture or in any Security, interest on the Securities
\nshall be computed on the basis of a 360-day year of twelve 30-day months.<\/p>\n

Section 3.11. CUSIP Numbers<\/u>. The Company in issuing the Securities may
\nuse “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall
\nuse “CUSIP” numbers in notices of redemption as a convenience to Holders;
\nprovided<\/u> that any such notice may state that no representation is made as
\nto the correctness of such numbers either as printed on the Securities or as
\ncontained in any notice of a redemption and that reliance may be placed only on
\nthe other identification numbers printed on the Securities, and any such
\nredemption shall not be affected by any defect in or omission of such numbers.
\nThe Company will promptly notify the Trustee in writing of any change in the
\n“CUSIP” numbers.<\/p>\n

Section 3.12. Issuance of Additional Securities<\/u>. The Company shall be
\nentitled to issue Securities under this Indenture which shall have identical
\nterms as Securities of a series previously issued under this Indenture (the
\n“Original Securities<\/strong>“), other than with respect to the date of
\nissuance and issue price (“Additional Securities<\/strong>“). The
\nAdditional Securities will bear any legend required by applicable law. Such
\nOriginal Securities and any Additional Securities shall be treated as a single
\nseries for all purposes under this Indenture. Notwithstanding anything to the
\ncontrary in this Indenture or Appendix A, any issuance of Additional Securities
\nafter the date hereof shall be in a principal amount of at least $2,000 and
\nintegral multiples of $1,000 in excess of $2,000.<\/p>\n

-28-<\/p>\n

<\/p>\n

With respect to any Additional Securities, the Company shall set forth in a
\nresolution of the Board of Directors and an Officers153 Certificate, a copy of
\neach which shall be delivered to the Trustee or established in one or more
\nindentures supplemental thereto, the following information:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) the aggregate principal amount of such Additional Securities to be
\nauthenticated and delivered pursuant to this Indenture; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) the issue price, the issue date and the CUSIP number of such Additional
\nSecurities; provided<\/u>, however<\/u>, that no Additional Securities may
\nbe issued at a price that would cause such Additional Securities to have
\n“original issue discount” within the meaning of Section 1273 of the Internal
\nRevenue Code.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 4<\/strong><\/p>\n

SATISFACTION AND DISCHARGE OF INDENTURE;
\nDEFEASANCE AND COVENANT DEFEASANCE<\/u><\/strong><\/p>\n

Section 4.1. Satisfaction and Discharge<\/u>. Upon the direction of the
\nCompany by a Company Order, this Indenture shall cease to be of further effect
\nwith respect to any series of Securities specified in such Company Order and any
\nCoupons appertaining thereto (except as to any surviving rights of Securities of
\nsuch series expressly provided for herein or pursuant thereto), and the Trustee,
\non receipt of a Company Order, at the expense of the Company, shall execute
\nproper instruments acknowledging satisfaction and discharge of this Indenture as
\nto such series, when:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) either:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a) all Securities of such series theretofore authenticated and delivered and
\nall Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer
\nSecurities of such series surrendered in exchange for Registered Securities of
\nsuch series and maturing after such exchange whose surrender is not required or
\nhas been waived as provided in Section 3.5, (ii) Securities and Coupons of such
\nseries which have been destroyed, lost or stolen and which have been replaced or
\npaid as provided in Section 3.6, (iii) Coupons appertaining to Securities of
\nsuch series called for redemption and maturing after the relevant Redemption
\nDate whose surrender has been waived as provided in Section 11.7, and (iv)
\nSecurities and Coupons of such series for whose payment money has theretofore
\nbeen deposited in trust or segregated and held in trust by the Company and
\nthereafter repaid to the Company or discharged from such trust, as provided in
\nSection 10.3) have been delivered to the Trustee for cancellation; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b) all Securities of such series and, in the case of (i) or (ii) below, any
\nCoupons appertaining thereto not theretofore delivered to the Trustee for
\ncancellation, (i) have become due and payable, (ii) will become due and payable
\nat their Stated Maturity within one year, or (iii) if redeemable at the option
\nof the Company, are to be called for redemption within one year under
\narrangements reasonably satisfactory to the Trustee for the giving of notice of
\nredemption by the Trustee in the name, and at the expense, of the Company, and
\nthe Company, in the case of (i), (ii) or (iii) above, has deposited or caused to
\nbe deposited with the Trustee as trust funds in trust for such purpose, money in
\nthe Currency in which such Securities are payable in an amount sufficient to pay
\nand discharge the entire indebtedness on such Securities and any Coupons
\nappertaining thereto not theretofore delivered to the Trustee for cancellation,
\nincluding the principal of, and any premium or interest, if any, on such
\nSecurities and any Coupons appertaining thereto,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-29-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

to the date of such deposit (in the case of Securities which have become due
\nand payable) or to the Maturity thereof, as the case may be;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) the Company has paid or caused to be paid all other sums payable
\nhereunder by the Company with respect to the Outstanding Securities of such
\nseries and any Coupons appertaining thereto; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) the Company has delivered to the Trustee an Opinion of Counsel and an
\nOfficers153 Certificate, each stating that all conditions precedent herein
\nprovided for relating to the satisfaction and discharge of this Indenture as to
\nsuch series have been complied with.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event there are Securities of two or more series hereunder, the
\nTrustee shall be required to execute an instrument acknowledging satisfaction
\nand discharge of this Indenture only if requested to do so with respect to
\nSecurities of such series as to which it is Trustee and if the other conditions
\nthereto are met.<\/p>\n

Notwithstanding the satisfaction and discharge of this Indenture with respect
\nto any series of Securities, the obligations of the Company to the Trustee under
\nSection 6.7 and, if money shall have been deposited with the Trustee pursuant to
\nsubclause (b) of clause (1) of this Section, the obligations of the Company and
\nthe Trustee with respect to the Securities of each series under Sections 3.5,
\n3.6, 4.3, 10.2 and 10.3, and with respect to any rights to convert or exchange
\nsuch Securities into securities of the Company or another issuer, shall survive
\nsuch satisfaction and discharge.<\/p>\n

Section 4.2. Defeasance and Covenant Defeasance<\/u>.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) Unless pursuant to Section 3.1, either or both of (i) defeasance of the
\nSecurities of or within a series under clause (2) of this Section 4.2 shall not
\nbe applicable with respect to the Securities of such series or (ii) covenant
\ndefeasance of the Securities of or within a series under clause (3) of this
\nSection 4.2 shall not be applicable with respect to the Securities of such
\nseries, then such provisions, together with the other provisions of this Section
\n4.2 (with such modifications thereto as may be specified pursuant to Section 3.1
\nwith respect to any Securities), shall be applicable to such Securities and any
\nCoupons appertaining thereto, and the Company may at its option by Board
\nResolution, at any time, with respect to such Securities and any Coupons
\nappertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied
\nto such Outstanding Securities and any Coupons appertaining thereto upon
\ncompliance with the conditions set forth below in this Section 4.2.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) Upon the Company153s exercise of the above option applicable to this
\nSection 4.2(2) with respect to any Securities of or within a series, the Company
\nshall be deemed to have been discharged from its obligations with respect to
\nsuch Outstanding Securities and any Coupons appertaining thereto on the date the
\nconditions set forth in clause (4) of this Section 4.2 are satisfied
\n(hereinafter, “defeasance<\/strong>“). For this purpose, such defeasance
\nmeans that the Company shall be deemed to have paid and discharged the entire
\nIndebtedness represented by such Outstanding Securities and any Coupons
\nappertaining thereto, which shall thereafter be deemed to be “Outstanding” only
\nfor the purposes of clause (5) of this Section 4.2 and the other Sections of
\nthis Indenture referred to in clauses (i) and below, and to have satisfied all
\nof its other obligations under such Securities and any Coupons appertaining
\nthereto, and this Indenture insofar as such Securities and any Coupons
\nappertaining thereto are concerned (and the Trustee, at the expense of the
\nCompany, shall execute proper instruments acknowledging the same), except for
\nthe following which shall survive until otherwise terminated or discharged
\nhereunder: (i) the rights of Holders of such Outstanding Securities and any
\nCoupons appertaining thereto to receive, solely<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-30-<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

from the trust fund described in clause (4) of this Section 4.2 and as more
\nfully set forth in such clause, payments in respect of the principal of (and
\npremium, if any) and interest, if any, on such Securities and any Coupons
\nappertaining thereto when such payments are due, and any rights of such Holder
\nto convert such Securities into other securities of the Company or exchange such
\nSecurities for securities another issuer, the obligations of the Company and the
\nTrustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3,
\nand with respect to any rights to convert such Securities into other securities
\nof the Company or exchange such Securities for securities of another issuer,
\n(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder
\nand this Section 4.2. The Company may exercise its option under this Section
\n4.2(2) notwithstanding the prior exercise of its option under clause (3) of this
\nSection 4.2 with respect to such Securities and any Coupons appertaining
\nthereto.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) Upon the Company153s exercise of the option to have this Section 4.2(3)
\napply with respect to any Securities of or within a series, the Company shall be
\nreleased from its obligations under Sections 10.4 and 10.5, and, to the extent
\nspecified pursuant to Section 3.1, any other covenant applicable to such
\nSecurities, with respect to such Outstanding Securities and any Coupons
\nappertaining thereto, on and after the date the conditions set forth in clause
\n(4) of this Section 4.2 are satisfied (hereinafter, “covenant defeasance”), and
\nsuch Securities and any Coupons appertaining thereto shall thereafter be deemed
\nto be not “Outstanding” for the purposes of any direction, waiver, consent or
\ndeclaration or Act of Holders (and the consequences of any thereof) in
\nconnection with any such covenant, but shall continue to be deemed “Outstanding”
\nfor all other purposes hereunder. For this purpose, such covenant defeasance
\nmeans that, with respect to such Outstanding Securities and any Coupons
\nappertaining thereto, the Company may omit to comply with, and shall have no
\nliability in respect of, any term, condition or limitation set forth in any such
\nSection or such other covenant, whether directly or indirectly, by reason of any
\nreference elsewhere herein to any such Section or such other covenant or by
\nreason of reference in any such Section or such other covenant to any other
\nprovision herein or in any other document and such omission to comply shall not
\nconstitute a default or an Event of Default under Section 5.1(4) or 5.1(7) or
\notherwise, as the case may be, but, except as specified above, the remainder of
\nthis Indenture and such Securities and Coupons appertaining thereto shall be
\nunaffected thereby.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) The following shall be the conditions to application of clause (2) or (3)
\nof this Section 4.2 to any Outstanding Securities of or within a series and any
\nCoupons appertaining thereto:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(a) The Company shall irrevocably have deposited or caused to be deposited
\nwith the Trustee (or another trustee satisfying the requirements of Section 6.8
\nwho shall agree to comply with the provisions of this Section 4.2 applicable to
\nit) as trust funds in trust for the purpose of making the following payments,
\nspecifically pledged as security for, and dedicated solely to, the benefit of
\nthe Holders of such Securities and any Coupons appertaining thereto, (1) an
\namount in Dollars or in such Foreign Currency in which such Securities and any
\nCoupons appertaining thereto are then specified as payable at Stated Maturity,
\nor (2) Government Obligations applicable to such Securities and Coupons
\nappertaining thereto (determined on the basis of the Currency in which such
\nSecurities and Coupons appertaining thereto are then specified as payable at
\nStated Maturity) which through the scheduled payment of principal and interest
\nin respect thereof in accordance with their terms will provide, not later than
\none day before the due date of any payment of principal of (and premium, if any)
\nand interest, if any, on such Securities and any Coupons appertaining thereto,
\nmoney in an amount, or (3) a combination thereof, in any case, in an amount,
\nsufficient, without consideration of any reinvestment of such principal and
\ninterest, in the opinion of a nationally recognized firm of Independent Pub-\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-31-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

lic Accountants expressed in a written certification thereof delivered to the
\nTrustee, to pay and discharge, and which shall be applied by the Trustee (or
\nother qualifying trustee) to pay and discharge, (y) the principal of (and
\npremium, if any) and interest, if any, on such Outstanding Securities and any
\nCoupons appertaining thereto at the Stated Maturity of such principal or
\ninstallment of principal or premium or interest and (z) any mandatory sinking
\nfund payments or analogous payments applicable to such Outstanding Securities
\nand any Coupons appertaining thereto on the days on which such payments are due
\nand payable in accordance with the terms of this Indenture and of such
\nSecurities and any Coupons appertaining thereto; provided<\/u>, that
\nnotwithstanding the foregoing, with respect to any Securities which shall at the
\ntime be listed for trading on the New York Stock Exchange, there shall be no
\ndeposit of funds in cash and\/or in Government Obligations with the Trustee to
\npay the principal amount, the redemption price or any installment of interest in
\norder to discharge the Company153s obligations in respect of such payment if, at
\nsuch time, the rules of the New York Stock Exchange prohibit such deposit with
\nthe Trustee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b) Such defeasance or covenant defeasance shall not result in a breach or
\nviolation of, or constitute a default under, this Indenture or any other
\nmaterial agreement or instrument to which the Company is a party or by which it
\nis bound.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c) No Event of Default or event which with notice or lapse of time or both
\nwould become an Event of Default with respect to such Securities and any Coupons
\nappertaining thereto shall have occurred and be continuing on the date of such
\ndeposit.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d) In the case of an election under clause (2) of this Section 4.2, the
\nCompany shall have delivered to the Trustee an Opinion of Counsel stating that
\n(i) the Company has received from the U.S. Internal Revenue Service a letter
\nruling, or there has been published by the U.S. Internal Revenue Service a
\nRevenue Ruling, or since the date of execution of this Indenture, there has been
\na change in the applicable federal income tax law, in either case to the effect
\nthat, and based thereon such opinion shall confirm that, the Holders of such
\nOutstanding Securities and any Coupons appertaining thereto will not recognize
\nincome, gain or loss for federal income tax purposes as a result of such
\ndefeasance and will be subject to federal income tax on the same amounts, in the
\nsame manner and at the same times as would have been the case if such defeasance
\nhad not occurred.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(e) In the case of an election under clause (3) of this Section 4.2, the
\nCompany shall have delivered to the Trustee an Opinion of Counsel to the effect
\nthat the Holders of such Outstanding Securities and any Coupons appertaining
\nthereto will not recognize income, gain or loss for federal income tax purposes
\nas a result of such covenant defeasance and will be subject to federal income
\ntax on the same amounts, in the same manner and at the same times as would have
\nbeen the case if such covenant defeasance had not occurred.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(f) The Company shall have delivered to the Trustee an Officers153 Certificate
\nand an Opinion of Counsel, each stating that all conditions precedent to the
\ndefeasance or covenant defeasance under clause (2) or (3) of this Section 4.2
\n(as the case may be) have been complied with.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(g) Notwithstanding any other provisions of this Section 4.2(4), such
\ndefeasance or covenant defeasance shall be effected in compliance with any
\nadditional or sub-<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-32-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

stitute terms, conditions or limitations which may be imposed on the Company
\nin connection therewith pursuant to Section 3.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) Unless otherwise specified in or pursuant to this Indenture or any
\nSecurity, if, after a deposit referred to in Section 4.2(4)(a) has been made,
\n(a) the Holder of a Security in respect of which such deposit was made is
\nentitled to, and does, elect pursuant to Section 3.1 or the terms of such
\nSecurity to receive payment in a Currency other than that in which the deposit
\npursuant to Section 4.2(4)(a) has been made in respect of such Security, or (b)
\na Conversion Event occurs in respect of the Foreign Currency in which the
\ndeposit pursuant to Section 4.2(4)(a) has been made, the indebtedness
\nrepresented by such Security and any Coupons appertaining thereto shall be
\ndeemed to have been, and will be, fully discharged and satisfied through the
\npayment of the principal of (and premium, if any), and interest, if any, on,
\nsuch Security as the same becomes due out of the proceeds yielded by converting
\n(from time to time as specified below in the case of any such election) the
\namount or other property deposited in respect of such Security into the Currency
\nin which such Security becomes payable as a result of such election or
\nConversion Event based on (x) in the case of payments made pursuant to clause
\n(a) above, the applicable market exchange rate for such Currency in effect on
\nthe second Business Day prior to each payment date, or (y) with respect to a
\nConversion Event, the applicable market exchange rate for such Foreign Currency
\nin effect (as nearly as feasible) at the time of the Conversion Event.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

The Company shall pay and indemnify the Trustee (or other qualifying trustee,
\ncollectively for purposes of this Section 4.2(5) and Section 4.3, the “Trustee”)
\nagainst any tax, fee or other charge, imposed on or assessed against the
\nGovernment Obligations deposited pursuant to this Section 4.2 or the principal
\nor interest received in respect thereof other than any such tax, fee or other
\ncharge which by law is for the account of the Holders of such Outstanding
\nSecurities and any Coupons appertaining thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Anything in this Section 4.2 to the contrary notwithstanding, the Trustee
\nshall deliver or pay to the Company from time to time upon Company Request, any
\nmoney or Government Obligations (or other property and any proceeds therefrom)
\nheld by it as provided in clause (4) of this Section 4.2 which, in the opinion
\nof a nationally recognized firm of Independent Public Accountants expressed in a
\nwritten certification thereof delivered to the Trustee, are in excess of the
\namount thereof which would then be required to be deposited to effect a
\ndefeasance or covenant defeasance, as applicable, in accordance with this
\nSection 4.2.<\/p>\n

Section 4.3. Application of Trust Money<\/u>. Subject to the provisions of
\nthe last paragraph of Section 10.3, all money and Government Obligations (or
\nother property as may be provided pursuant to Section 3.1) (including the
\nproceeds thereof) deposited with the Trustee pursuant to Section 4.1 or 4.2 in
\nrespect of any Outstanding Securities of any series and any Coupons appertaining
\nthereto shall be held in trust and applied by the Trustee, in accordance with
\nthe provisions of such Securities and any Coupons appertaining thereto and this
\nIndenture, to the payment, either directly or through any Paying Agent
\n(including the Company acting as its own Paying Agent) as the Trustee may
\ndetermine, to the Holders of such Securities and any Coupons appertaining
\nthereto of all sums due and to become due thereon in respect of principal (and
\npremium, if any) and interest; but such money and Government Obligations need
\nnot be segregated from other funds except to the extent required by law.<\/p>\n

Section 4.4. Reinstatement<\/u>.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) If the Trustee or Paying Agent is unable to apply any money or Government
\nObligations in accordance with Section 4.2(4) by reason of any legal proceeding
\nor by reason of any order or judgment of any court or governmental authority
\nenjoining, restraining or otherwise pro-<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-33-<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

hibiting such application, the Company153s obligations under this Indenture and
\nthe Securities of the applicable series issued hereunder shall be revived and
\nreinstated as though no deposit has occurred pursuant to Section 4.2(4) until
\nsuch time as the Trustee or Paying Agent is permitted to apply all such money or
\nGovernment Obligations in accordance with and as contemplated by Section 4.2(4).\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) If the Company153s obligations under this Indenture and the Securities of
\nthe applicable series issued hereunder shall be revived and reinstated in
\naccordance with this Section 4.4, the Company shall be permitted, at its
\ndiscretion to withdraw all or a portion of the deposits made by the Company
\npursuant to Section 4.2(4).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) If the Company elects not to withdraw any of the deposits made by the
\nCompany pursuant to Section 4.2(4), if and when the Trustee or Paying Agent is
\nlater permitted to apply all such money or Government Obligations in accordance
\nwith and as contemplated by Section 4.2(4), the rights of the Company shall be
\nsubrogated to the rights of the Holders of the Securities of the applicable
\nseries to receive payments from the money or Government Obligations deposited by
\nthe Company pursuant to Section 4.2(4) and held by the Trustee or Paying Agent;
\nprovided<\/u> that if the Company shall have made any payment of principal or
\ninterest on the Securities of any series because of the revival and
\nreinstatement of its obligations, which payment is not sourced from any amounts
\ndeposited by the Company pursuant to Section 4.2(4) (such amount, in the
\naggregate, being referred to as the “Company Paid Amount<\/strong>“), the
\nCompany shall be permitted, at its discretion, to withdraw all or a portion of
\nthe deposits made by the Company pursuant to Section 4.2(4) up to the Company
\nPaid Amount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 5<\/strong><\/p>\n

REMEDIES<\/u><\/strong><\/p>\n

Section 5.1. Events of Default<\/u>. “Event of Default<\/strong>,”
\nwherever used herein with respect to Securities of any series, means any one of
\nthe following events (whatever the reason for such Event of Default and whether
\nit shall be voluntary or involuntary or be effected by operation of law or
\npursuant to any judgment, decree or order of any court or any order, rule or
\nregulation of any administrative or governmental body), unless such event is
\nspecifically deleted or modified in or pursuant to the supplemental indenture,
\nBoard Resolution or Officers153 Certificate establishing the terms of such Series
\npursuant to this Indenture:<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) default in the payment of any interest on any Security of such series
\nwhen such interest becomes due and payable, and continuance of such default for
\na period of 30 days; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) default in the payment of the principal of or any premium on any Security
\nof such series when such principal or premium becomes due and payable at their
\nMaturity; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) default in the deposit of any sinking fund or analogous payment when and
\nas due by the terms of a Security of such series; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) default in the performance, or breach, of any covenant or agreement of
\nthe Company in this Indenture with respect to any Security of that series (other
\nthan a covenant or agreement a default in whose performance or whose breach is
\nelsewhere in this Section specifically dealt with and other than a covenant or
\nagreement included in this Indenture solely for the benefit of another series of
\nSecurities), and continuance of such default or breach for a period of 60 days
\nafter there has been given, by registered or certified mail, to the Company by
\nthe Trustee or to the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-34-<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

Company and the Trustee by the Holders of at least 25% in principal amount of
\nthe Outstanding Securities as a single class (unless otherwise provided with
\nrespect to Securities of any series pursuant to Section 3.1)of that series a
\nwritten notice specifying such default or breach and requiring it to be remedied
\nand stating that such notice is a “Notice of Default” hereunder; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) a court of competent jurisdiction enters an order or decree under any
\napplicable Bankruptcy Law that:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a) is for relief against the Company in an involuntary case; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b) appoints a Custodian of the Company or for all or substantially all of
\nthe property of the Company; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c) orders the liquidation of the Company; and the order or decree remains
\nunstayed and in effect for 60 consecutive days. The term “Bankruptcy
\nLaw<\/strong>” means title 11, U.S. Code or any similar federal or state law for
\nthe relief of debtors. The term “Custodian<\/strong>” means any receiver,
\ntrustee, assignee, liquidator or other similar official under any Bankruptcy
\nLaw.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(6) the commencement by the Company of a voluntary proceeding under any
\napplicable bankruptcy, insolvency, reorganization (other than a reorganization
\nunder a foreign law that does not relate to insolvency) or other similar law or
\nof a voluntary proceeding seeking to be adjudicated insolvent or the consent by
\nthe Company to the entry of a decree or order for relief in an involuntary
\nproceeding under any applicable bankruptcy, insolvency, reorganization or other
\nsimilar law or to the commencement of any insolvency proceedings against it, or
\nthe filing by the Company of a petition or answer or consent seeking
\nreorganization, arrangement, adjustment or composition of the Company under any
\napplicable law, or the consent by the Company to the filing of such petition or
\nto the appointment of or taking possession by a custodian, receiver, liquidator,
\nassignee, trustee or similar official of the Company or any substantial part of
\nthe property of the Company or the making by the Company of an assignment for
\nthe benefit of creditors, or the taking of corporate action by the Company in
\nfurtherance of any such action or the admitting in writing by the Company of its
\ninability to pay its debts generally as they become due; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(7) any other Event of Default provided in or pursuant to this Indenture with
\nrespect to Securities of such series.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 5.2. Acceleration of Maturity; Rescission and Annulment<\/u>. If an
\nEvent of Default with respect to Securities of any series at the time
\nOutstanding (other than an Event of Default specified in clause (5) or (6) of
\nSection 5.1) occurs and is continuing, then the Trustee or the Holders of not
\nless than 25% in principal amount of the Outstanding Securities of such series
\nmay declare the principal of all the Securities of such series, or such lesser
\namount as may be provided for in the Securities of such series, to be due and
\npayable immediately, by a notice in writing to the Company (and to the Trustee
\nif given by the Holders), and upon any such declaration such principal or such
\nlesser amount shall become immediately due and payable.<\/p>\n

If an Event of Default specified in clause (5) or (6) of Section 5.1 occurs,
\nall unpaid principal of and accrued interest on the Outstanding Securities of
\nthat series (or such lesser amount as may be provided for in the Securities of
\nsuch series) shall ipso facto become and be immediately due and payable without
\nany declaration or other act on the part of the Trustee or any Holder of any
\nSecurity of that series.<\/p>\n

-35-<\/p>\n

At any time after a declaration of acceleration with respect to the
\nSecurities of any series has been made and before a judgment or decree for
\npayment of the money due has been obtained by the Trustee as hereinafter in this
\nArticle provided, the Holders of not less than a majority in principal amount of
\nthe Outstanding Securities of such series, by written notice to the Company and
\nthe Trustee, may rescind and annul such declaration and its consequences if<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) the Company has paid or deposited with the Trustee a sum sufficient to
\npay:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a) all overdue installments of any interest on all Securities of such series
\nand any Coupon appertaining thereto,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b) the principal of and any premium on any Securities of such series which
\nhave become due otherwise than by such declaration of acceleration and interest
\nthereon at the rate or rates borne by or provided for in such Securities,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c) to the extent that payment of such interest is lawful, interest upon
\noverdue installments of any interest at the rate or rates borne by or provided
\nfor in such Securities, and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(d) all sums paid or advanced by the Trustee hereunder and the reasonable
\ncompensation, expenses, disbursements and advances of the Trustee, its agents
\nand counsel and all other amounts due the Trustee under Section 6.7; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) all Events of Default with respect to Securities of such series, other
\nthan the non-payment of the principal of, or any premium and interest, if any,
\non Securities of such series which shall have become due solely by such
\ndeclaration of acceleration, shall have been cured or waived as provided in
\nSection 5.13.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

No such rescission shall affect any subsequent default or impair any right
\nconsequent thereon.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 5.3. Collection of Indebtedness and Suits for Enforcement by
\nTrustee<\/u>. The Company covenants that if a<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) default is made in the payment of any installment of interest on any
\nSecurity or any Coupon appertaining thereto when such interest shall have become
\ndue and payable and such default continues for a period of 30 days, or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) default is made in the payment of the principal of or any premium on any
\nSecurity at its Maturity,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
\nbenefit of the Holders of such Securities and any Coupons appertaining thereto,
\nthe whole amount of money then due and payable with respect to such Securities
\nand any Coupons appertaining thereto, with interest upon the overdue principal,
\nany premium and, to the extent that payment of such interest shall be legally
\nenforceable, upon any overdue installments of interest, and in addition thereto,
\nsuch further amount of money as shall be sufficient to cover the costs and
\nexpenses of collection, including the reasonable compensation, expenses,
\ndisbursements and advances of the Trustee, its agents and counsel and all other
\namounts due to the Trustee under Section 6.7.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

If the Company shall fail to pay the money it is required to pay the Trustee
\npursuant to the preceding paragraph forthwith upon the demand of the Trustee,
\nthe Trustee, in its own name and as trustee of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-36-<\/p>\n

an express trust, may institute a judicial proceeding for the collection of
\nthe money so due and unpaid, and may prosecute such proceeding to judgment or
\nfinal decree, and may enforce the same against the Company or any other obligor
\nupon such Securities and any Coupons appertaining thereto and collect the monies
\nadjudged or decreed to be payable in the manner provided by law out of the
\nproperty of the Company or any other obligor upon such Securities and any
\nCoupons appertaining thereto, wherever situated. Every recovery of judgment in
\nany such action or other proceeding subject to the payment of the expenses,
\ndisbursements and compensation of the Trustee, its agents and attorneys, shall
\nbe for the ratable benefit of the Holders of such Securities that shall be the
\nsubject of such action or proceeding.<\/p>\n

If an Event of Default with respect to Securities of any series occurs and is
\ncontinuing, the Trustee may in its discretion proceed to protect and enforce its
\nrights and the rights of the Holders of Securities of such series and any
\nCoupons appertaining thereto by such appropriate judicial proceedings as the
\nTrustee shall deem most effectual to protect and enforce any such rights,
\nwhether for the specific enforcement of any covenant or agreement in this
\nIndenture or such Securities or in aid of the exercise of any power granted
\nherein or therein, or to enforce any other proper remedy.<\/p>\n

Section 5.4. Trustee May File Proofs of Claim<\/u>. In case of the pendency
\nof any receivership, insolvency, liquidation, bankruptcy, reorganization,
\narrangement, adjustment, composition or other judicial proceeding relative to
\nthe Company or any other obligor upon the Securities of any series or the
\nproperty of the Company or such other obligor or their creditors, the Trustee
\n(irrespective of whether the principal of the Securities shall then be due and
\npayable as therein expressed or by declaration or otherwise and irrespective of
\nwhether the Trustee shall have made any demand on the Company for the payment of
\nany overdue principal, premium or interest) shall be entitled and empowered, by
\nintervention in such proceeding or otherwise,<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) to file and prove a claim for the whole amount, or such lesser amount as
\nmay be provided for in the Securities of any applicable series, of the principal
\nand any premium and interest in respect of the Securities and any Coupons
\nappertaining thereto and to file such other papers or documents as may be
\nnecessary or advisable in order to have the claims of the Trustee (including any
\nclaim for the reasonable compensation, expenses, disbursements and advances of
\nthe Trustee, its agents or counsel) and of the Holders of Securities or any
\nCoupons appertaining thereto allowed in such judicial proceeding, and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) to collect and receive any monies or other property payable or
\ndeliverable on any such claims and to distribute the same; and any custodian,
\nreceiver, assignee, trustee, liquidator, sequestrator or other similar official
\nin any such judicial proceeding is hereby authorized by each Holder of
\nSecurities or any Coupons to make such payments to the Trustee and, in the event
\nthat the Trustee shall consent to the making of such payments directly to the
\nHolders of Securities or any Coupons, to pay to the Trustee any amount due to it
\nfor the reasonable compensation, expenses, disbursements and advances of the
\nTrustee, its agents and counsel and any other amounts due the Trustee under
\nSection 6.7.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing herein contained shall be deemed to authorize the Trustee to
\nauthorize or consent to or accept or adopt on behalf of any Holder of a Security
\nor any Coupon any plan of reorganization, arrangement, adjustment or composition
\naffecting the Securities or Coupons or the rights of any Holder thereof, or to
\nauthorize the Trustee to vote in respect of the claim of any Holder of a
\nSecurity or any Coupon in any such proceeding.<\/p>\n

Section 5.5. Trustee May Enforce Claims without Possession of Securities
\nor Coupons<\/u>. All rights of action and claims under this Indenture or any of
\nthe Securities or Coupons may be prosecuted and enforced by the Trustee without
\nthe possession of any of the Securities or Coupons or the production<\/p>\n

-37-<\/p>\n

thereof in any proceeding relating thereto, and any such proceeding
\ninstituted by the Trustee shall be brought in its own name as trustee of an
\nexpress trust, and any recovery or judgment, after provision for the payment of
\nthe reasonable compensation, expenses, disbursements and advances of the
\nTrustee, its agents and counsel, shall be for the ratable benefit of each and
\nevery Holder of the Securities or Coupons in respect of which such judgment has
\nbeen recovered.<\/p>\n

Section 5.6. Application of Money Collected<\/u>. Any money collected by
\nthe Trustee pursuant to this Article shall be applied in the following order, at
\nthe date or dates fixed by the Trustee and, in case of the distribution of such
\nmoney on account of principal or any premium or interest, upon presentation of
\nthe Securities or Coupons, or both, as the case may be, and the notation thereon
\nof the payment if only partially paid and upon surrender thereof if fully paid:\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) to the payment of all amounts due the Trustee and any predecessor Trustee
\nunder Section 6.7;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) to the payment of the amounts then due and unpaid upon the Securities and
\nany Coupons for principal and any premium and interest, ratably, without
\npreference or priority of any kind, according to the aggregate amounts due and
\npayable on such Securities and Coupons for principal and any premium and
\ninterest, respectively;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) the balance, if any, to the Company or as a court of competent
\njurisdiction shall direct in writing.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.7. Limitations on Suits<\/u>. No Holder of any Security of any
\nseries or any Coupons appertaining thereto shall have any right to institute any
\nproceeding, judicial or otherwise, with respect to this Indenture, or for the
\nappointment of a receiver or trustee, or for any other remedy hereunder, unless\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) such Holder has previously given written notice to the Trustee of a
\ncontinuing Event of Default with respect to the Securities of such series;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) the Holders of a majority in principal amount outstanding of the
\nOutstanding Securities of such series shall have made written request to the
\nTrustee to institute proceedings in respect of such Event of Default in its own
\nname as Trustee hereunder;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) such Holder or Holders have offered to the Trustee such indemnity as is
\nreasonably satisfactory to it against the costs, expenses and liabilities to be
\nincurred in compliance with such request;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) the Trustee for 30 days after its receipt of such notice, request and
\noffer of indemnity has failed to institute any such proceeding; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) no direction inconsistent with such written request has been given to the
\nTrustee during such 30-day period by the Holders of a majority in principal
\namount of the Outstanding Securities of such series; it being understood and
\nintended that no one or more of such Holders shall have any right in any manner
\nwhatever by virtue of, or by availing of, any provision of this Indenture or any
\nSecurity to affect, disturb or prejudice the rights of any other such Holders or
\nHolders of Securities of any other series, or to obtain or to seek to obtain
\npriority or preference over any other Holders or to enforce any right under this
\nIndenture, except in the manner herein provided and for the equal and ratable
\nbenefit of all such Holders.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-38-<\/p>\n

Section 5.8. Unconditional Right of Holders to Receive Principal and any
\nPremium and Interest<\/u>. Notwithstanding any other provision in this Indenture,
\nthe Holder of any Security or Coupon shall have the right, which is absolute and
\nunconditional, to receive payment of the principal of, any premium and (subject
\nto Sections 3.7 and 3.10) interest on such Security or payment of such Coupon,
\nas the case may be, on the respective Stated Maturity or Maturities therefor
\nspecified in such Security or Coupon (or, in the case of redemption, on the
\nRedemption Date or, in the case of repayment at the option of such Holder if
\nprovided in or pursuant to this Indenture, on the date such repayment is due)
\nand to institute suit for the enforcement of any such payment, and such right
\nshall not be impaired without the consent of such Holder.<\/p>\n

Section 5.9. Restoration of Rights and Remedies<\/u>. If the Trustee or any
\nHolder of a Security or a Coupon has instituted any proceeding to enforce any
\nright or remedy under this Indenture and such proceeding has been discontinued
\nor abandoned for any reason, or has been determined adversely to the Trustee or
\nto such Holder, then and in every such case the Company, the Trustee and each
\nsuch Holder shall, subject to any determination in such proceeding, be restored
\nseverally and respectively to their former positions hereunder, and thereafter
\nall rights and remedies of the Trustee and each such Holder shall continue as
\nthough no such proceeding had been instituted.<\/p>\n

Section 5.10. Rights and Remedies Cumulative<\/u>. Except as otherwise
\nprovided with respect to the replacement or payment of mutilated, destroyed,
\nlost or stolen Securities or Coupons in the last paragraph of Section 3.6, no
\nright or remedy herein conferred upon or reserved to the Trustee or to each and
\nevery Holder of a Security or a Coupon is intended to be exclusive of any other
\nright or remedy, and every right and remedy, to the extent permitted by law,
\nshall be cumulative and in addition to every other right and remedy given
\nhereunder or now or hereafter existing at law or in equity or otherwise. The
\nassertion or employment of any right or remedy hereunder, or otherwise, shall
\nnot, to the extent permitted by law, prevent the concurrent assertion or
\nemployment of any other appropriate right or remedy.<\/p>\n

Section 5.11. Delay or Omission Not Waiver<\/u>. No delay or omission of
\nthe Trustee or of any Holder of any Security or Coupon to exercise any right or
\nremedy accruing upon any Event of Default shall impair any such right or remedy
\nor constitute a waiver of any such Event of Default or an acquiescence therein.
\nEvery right and remedy given by this Article or by law to the Trustee or to any
\nHolder of a Security or a Coupon may be exercised from time to time, and as
\noften as may be deemed expedient, by the Trustee or by such Holder, as the case
\nmay be.<\/p>\n

Section 5.12. Control by Holders of Securities<\/u>. The Holders of a
\nmajority in principal amount of the Outstanding Securities of any series shall
\nhave the right to direct the time, method and place of conducting any proceeding
\nfor any remedy available to the Trustee or exercising any trust or power
\nconferred on the Trustee with respect to the Securities of such series and any
\nCoupons appertaining thereto, provided<\/u> that<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) such direction shall not be in conflict with any rule of law or with this
\nIndenture or with the Securities of such series,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) the Trustee may take any other action deemed proper by the Trustee which
\nis not inconsistent with such direction, and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) such direction is not unduly prejudicial to the rights of the other
\nHolders of Securities of such series not joining in such action.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 5.13. Waiver of Past Defaults<\/u>. The Holders of not less than a
\nmajority in principal amount of the Outstanding Securities of any series on
\nbehalf of the Holders of all the Securities of such<\/p>\n

-39-<\/p>\n

series and any Coupons appertaining thereto may waive any past default
\nhereunder with respect to such series and its consequences, except a default\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) in the payment of the principal of, any premium or interest on, any
\nSecurity of such series or any Coupons appertaining thereto, or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) in respect of a covenant or provision hereof which under Article 9 cannot
\nbe modified or amended without the consent of the Holder of each Outstanding
\nSecurity of such series affected.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon any such waiver, such default shall cease to exist, and any Event of
\nDefault arising therefrom shall be deemed to have been cured, for every purpose
\nof this Indenture; but no such waiver shall extend to any subsequent or other
\ndefault or impair any right consequent thereon.<\/p>\n

Section 5.14. Waiver of Usury, Stay or Extension Laws<\/u>. The Company
\ncovenants that (to the extent that it may lawfully do so) it will not at any
\ntime insist upon, or plead, or in any manner whatsoever claim or take the
\nbenefit or advantage of, any usury, stay or extension law wherever enacted, now
\nor at any time hereafter in force, which may affect the covenants or the
\nperformance of this Indenture; and the Company expressly waives (to the extent
\nthat it may lawfully do so) all benefit or advantage of any such law and
\ncovenants that it will not hinder, delay or impede the execution of any power
\nherein granted to the Trustee, but will suffer and permit the execution of every
\nsuch power as though no such law had been enacted.<\/p>\n

Section 5.15. Undertaking for Costs<\/u>. All parties to this Indenture
\nagree, and each Holder of any Security by his acceptance thereof shall be deemed
\nto have agreed, that any court may in its discretion require, in any suit for
\nthe enforcement of any right or remedy under this Indenture, or in any suit
\nagainst the Trustee for any action taken or omitted by it as Trustee, the filing
\nby any party litigant in such suit of any undertaking to pay the costs of such
\nsuit, and that such court may in its discretion assess reasonable costs,
\nincluding reasonable attorneys153 fees and expenses, against any party litigant in
\nsuch suit having due regard to the merits and good faith of the claims or
\ndefenses made by such party litigant; but the provisions of this Section 5.15
\nshall not apply to any suit instituted by the Trustee, to any suit instituted by
\nany Holder, or group of Holders, holding in the aggregate more than 10% in
\nprincipal amount of Outstanding Securities of any series, or to any suit
\ninstituted by any Holder for the enforcement of the payment of the principal of
\n(or premium, if any) or interest, if any, on any Security on or after the
\nrespective Stated Maturities expressed in such Security (or, in the case of
\nredemption, on or after the Redemption Date, and, in the case of repayment, on
\nor after the date for repayment) or for the enforcement of the right, if any, to
\nconvert or exchange any Security into other securities in accordance with its
\nterms.<\/p>\n

ARTICLE 6<\/strong><\/p>\n

THE TRUSTEE<\/u><\/strong><\/p>\n

Section 6.1. Certain Duties and Responsibilities.<\/u><\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) Except during the continuance of an Event of Default,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a) the Trustee undertakes to perform such duties and only such duties as are
\nspecifically set forth in this Indenture, and no implied covenants or
\nobligations shall be read into this Indenture against the Trustee; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-40-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(b) in the absence of bad faith on its part, the Trustee may conclusively
\nrely, as to the truth of the statements and the correctness of the opinions
\nexpressed therein, upon certificates or opinions furnished to the Trustee and
\nconforming to the requirements of this Indenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(2) In case an Event of Default has occurred and is continuing, the Trustee
\nshall exercise such of the rights and powers vested in it by this Indenture, and
\nuse the same degree of care and skill in their exercise, as a prudent person
\nwould exercise or use under the circumstances in the conduct of his or her own
\naffairs.<\/p>\n

(3) No provision of this Indenture shall be construed to relieve the Trustee
\nfrom liability for its own negligent action, its own negligent failure to act,
\nor its own willful misconduct, except that:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a) this Subsection shall not be construed to limit the effect of Subsection
\n(a) of this Section;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b) the Trustee shall not be liable for any error of judgment made in good
\nfaith by a Responsible Officer, unless it shall be proved that the Trustee was
\nnegligent in ascertaining the pertinent facts;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c) the Trustee shall not be liable with respect to any action taken or
\nomitted to be taken by it in good faith in accordance with the direction of the
\nHolders of a majority in principal amount of the Outstanding Securities of any
\nseries, relating to the time, method and place of conducting any proceeding for
\nany remedy available to the Trustee, or exercising any trust or power conferred
\nupon the Trustee, under this Indenture with respect to the Securities of such
\nseries.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

(4) Whether or not therein expressly so provided, every provision of this
\nIndenture relating to the conduct or affecting the liability of or affording
\nprotection to the Trustee shall be subject to the provisions of this Section.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.2. Certain Rights of Trustee<\/u>. Subject to Sections 315(a)
\nthrough 315(d) of the Trust Indenture Act:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) The Trustee may conclusively rely and shall be protected in acting or
\nrefraining from acting upon any resolution, certificate, statement, instrument,
\nopinion, report, notice, request, direction, consent, order, bond, debenture,
\nnote, coupon or other paper or document believed by it to be genuine and to have
\nbeen signed or presented by the proper party or parties.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) Any request or direction of the Company mentioned herein shall be
\nsufficiently evidenced by a Company Request or Company Order (other than
\ndelivery of any Security, together with any Coupons appertaining thereto, to the
\nTrustee for authentication and delivery pursuant to Section 3.3 which shall be
\nsufficiently evidenced as provided therein) and any resolution of the Board of
\nDirectors may be sufficiently evidenced by a Board Resolution.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) Whenever in the administration of this Indenture the Trustee shall deem
\nit desirable that a matter be proved or established prior to taking, suffering
\nor omitting any action hereunder, the Trustee (unless other evidence shall be
\nherein specifically prescribed) may, in the absence of bad faith on its part,
\nrely upon a Board Resolution, an Opinion of Counsel or an Officers153 Certificate.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) The Trustee may consult with counsel of its selection and the advice of
\nsuch counsel or any Opinion of Counsel shall be full and complete authorization
\nand protection in re-<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-41-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

spect of any action taken, suffered or omitted by it hereunder in good faith
\nand in reliance thereon.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) The Trustee shall be under no obligation to exercise any of the rights or
\npowers vested in it by this Indenture at the request or direction of any of the
\nHolders of Securities of any series or any related Coupons pursuant to this
\nIndenture, unless such Holders shall have offered to the Trustee security or
\nindemnity satisfactory to the Trustee against the costs, expenses and
\nliabilities which might be incurred by it in compliance with such request or
\ndirection.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(6) The Trustee shall not be bound to make any investigation into the facts
\nor matters stated in any resolution, certificate, statement, instrument,
\nopinion, report, notice, request, direction, consent, order, bond, debenture,
\nnote, coupon or other paper or document, but the Trustee, in its discretion, may
\nmake such further inquiry or investigation into such facts or matters as it may
\nsee fit, and, if the Trustee shall determine to make such further inquiry or
\ninvestigation, it shall be entitled to examine the books, records and premises
\nof the Company, personally or by agent or attorney.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(7) The Trustee may execute any of the trusts or powers hereunder or perform
\nany duties hereunder either directly or by or through agents or attorneys and
\nthe Trustee shall not be responsible for any misconduct or negligence on the
\npart of any agent or attorney appointed with due care by it hereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(8) The Trustee shall not be liable for any action taken, suffered or omitted
\nby it in good faith and believed by it to be authorized or within the discretion
\nor rights or powers conferred upon it by this Indenture.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(9) The Trustee shall not be charged with knowledge of any default or Event
\nof Default with respect to the Securities of any series unless either (1) such
\ndefault or Event of Default is actually known by a Responsible Officer of the
\nTrustee or (2) written notice of such default or Event of Default which is in
\nfact such a default is received by the Trustee at the Corporate Trust Office of
\nthe Trustee and such notice references the Securities and this Indenture.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(10) The Trustee shall not be required to expend or risk its own funds or
\notherwise incur any financial liability in the performance of any of its duties
\nhereunder, or in the exercise of any of its rights or powers, if it shall have
\nreasonable grounds for believing that repayment of such funds or adequate
\nindemnity against such risk or liability is not reasonably assured to it.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(11) In no event shall the Trustee be responsible or liable for special,
\nindirect, or consequential loss or damage of any kind whatsoever (including, but
\nnot limited to, loss of profit) irrespective of whether the Trustee has been
\nadvised of the likelihood of such loss or damage and regardless of the form of
\naction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(12) The rights, privileges, protections, immunities and benefits given to
\nthe Trustee, including, without limitation, its right to be indemnified, are
\nextended to, and shall be enforceable by, the Trustee in each of its capacities
\nhereunder (other than in its capacity as a Holder), and each agent, custodian
\nand other Person employed by it to act hereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(13) The Trustee may request that the Company deliver a certificate setting
\nforth the names of individuals and\/or titles of officers authorized at such time
\nto take specified actions pursuant to this Indenture.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-42-<\/p>\n

Section 6.3. Notice of Defaults<\/u>. Within 90 days after the occurrence
\nof any default hereunder with respect to the Securities of any series, the
\nTrustee shall transmit by mail to all Holders of Securities of such series
\nentitled to receive reports pursuant to Section 7.3(3), notice of such default
\nhereunder actually known to a Responsible Officer of the Trustee, unless such
\ndefault shall have been cured or waived; provided<\/u>, however<\/u>, that,
\nexcept in the case of a default in the payment of the principal of (or premium,
\nif any), or interest, if any, on, or any sinking fund or purchase fund
\ninstallment with respect to, any Security of such series, the Trustee shall be
\nprotected in withholding such notice if and so long as the board of directors,
\nthe executive committee or a trust committee of directors and\/or Responsible
\nOfficers of the Trustee in good faith determine that the withholding of such
\nnotice is in the best interest of the Holders of Securities and Coupons of such
\nseries; and provided<\/u>, further<\/u>, that in the case of any default of
\nthe character specified in Section 5.1(4) with respect to Securities of such
\nseries, no such notice to Holders shall be given until such default shall have
\nbecome an Event of Default with respect to Securities of such series. For the
\npurpose of Sections 6.1 and 6.2, the term “default<\/strong>” means any
\nevent that is, or after notice or lapse of time or both would become, an Event
\nof Default with respect to Securities of such series.<\/p>\n

Section 6.4. Not Responsible for Recitals or Issuance of Securities<\/u>.
\nThe recitals contained herein and in the Securities, except the Trustee153s
\ncertificate of authentication, and in any Coupons shall be taken as the
\nstatements of the Company, and neither the Trustee nor any Authenticating Agent
\nassumes any responsibility for their correctness. The Trustee makes no
\nrepresentations as to the validity or sufficiency of this Indenture or of the
\nSecurities or Coupons, except that the Trustee represents that it is duly
\nauthorized to execute and deliver this Indenture, authenticate the Securities
\nand perform its obligations hereunder and that the statements made by it in a
\nStatement of Eligibility on Form T-1 supplied to the Company are true and
\naccurate, subject to the qualifications set forth therein. Neither the Trustee
\nnor any Authenticating Agent shall be accountable for the use or application by
\nthe Company of Securities or the proceeds thereof.<\/p>\n

Section 6.5. May Hold Securities<\/u>. The Trustee, any Paying Agent,
\nSecurity Registrar, Authenticating Agent or any other agent of the Company, in
\nits individual or any other capacity, may become the owner or pledgee of
\nSecurities and Coupons and, subject to Trust Indenture Act Sections 310(b) and
\n311, may otherwise deal with the Company with the same rights it would have if
\nit were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or
\nsuch other agent.<\/p>\n

Section 6.6. Money Held in Trust<\/u>. Except as provided in Section 4.3
\nand Section 10.3, money held by the Trustee in trust hereunder need not be
\nsegregated from other funds except to the extent required by law and shall be
\nheld uninvested. The Trustee shall be under no liability for interest on any
\nmoney received by it hereunder except as otherwise agreed to in writing with the
\nCompany.<\/p>\n

Section 6.7. Compensation and Reimbursement<\/u>. The Company agrees:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) to pay to the Trustee from time to time such compensation for all
\nservices rendered by it hereunder as the Company and the Trustee shall from time
\nto time agree in writing (which compensation shall not be limited by any
\nprovision of law in regard to the compensation of a trustee of an express
\ntrust).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) except as otherwise expressly provided herein, to reimburse the Trustee
\nupon its request for all reasonable expenses, disbursements and advances
\nincurred or made by the Trustee in accordance with any provision of this
\nIndenture (including reasonable compensation and the expenses, advances and
\ndisbursements of its agents and counsel), except any such expense, disbursement
\nor advance as shall be determined to have been caused by its own negligence or
\nwillful misconduct.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-43-<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(3) to indemnify each of the Trustee and any predecessor Trustee for, and to
\nhold it harmless against, any loss, claim, damage, liability or expense,
\nincluding taxes, incurred without negligence or willful misconduct on its own
\npart, arising out of or in connection with the acceptance or administration of
\nthe trust or trusts hereunder, including the costs and expenses of defending
\nitself against any claim or liability in connection with the exercise or
\nperformance of any of its powers or duties hereunder, except to the extent that
\nany such loss, liability, claim, damage or expense shall be determined to have
\nbeen caused by the Trustee153s own negligence or willful misconduct.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

As security for the performance of the obligations of the Company under this
\nSection, the Trustee for the Securities of any series shall have a claim prior
\nto the Securities of such series upon all property and funds held or collected
\nby the Trustee as such, except funds held in trust for the payment of principal
\nof (or premium, if any) or interest, if any, on Securities or any Coupons of
\nsuch series.<\/p>\n

To the extent permitted by law, any compensation or expense incurred by the
\nTrustee in connection with a default specified in or pursuant to Section 5.1 is
\nintended to constitute an expense of administration under any then applicable
\nbankruptcy or insolvency law. “Trustee” for purposes of this Section 6.7 shall
\ninclude any predecessor Trustee but the negligence or bad faith of any Trustee
\nshall not affect the rights of any other Trustee under this Section 6.7.<\/p>\n

The provisions of this Section 6.7 shall survive the satisfaction,
\ntermination or discharge of this Indenture or the earlier resignation or removal
\nof the Trustee and shall apply with equal force and effect to the Trustee in its
\ncapacity as Authenticating Agent, Paying Agent or Security Registrar.<\/p>\n

Section 6.8. Corporate Trustee Required; Eligibility<\/u>. There shall at
\nall times be a Trustee hereunder that is a Corporation organized and doing
\nbusiness under the laws of the United States of America, any state thereof or
\nthe District of Columbia, that is eligible under Section 310(a)(1) of the Trust
\nIndenture Act to act as trustee under an indenture qualified under the Trust
\nIndenture Act and that has a combined capital and surplus (computed in
\naccordance with Section 310(a)(2) of the Trust Indenture Act) of at least
\n$50,000,000, and that is subject to supervision or examination by Federal or
\nstate authority. If at any time the Trustee shall cease to be eligible in
\naccordance with the provisions of this Section, it shall resign immediately in
\nthe manner and with the effect hereinafter specified in this Article. Also, if
\nthe Trustee has or shall acquire a conflicting interest within the meaning of
\nSection 310(b) of the Trust Indenture Act, the Trustee shall either eliminate
\nsuch interest or resign, to the extent and in the manner provided by, and
\nsubject to the provisions of, the Trust Indenture Act and this Indenture. If
\nSection 310(b) of the Trust Indenture Act is amended any time after the date of
\nthis Indenture to change the circumstances under which a Trustee shall be deemed
\nto have a conflicting interest with respect to the Securities of any series or
\nto change any of the definitions in connection therewith, this Section 6.8 shall
\nbe automatically amended to incorporate such changes.<\/p>\n

Section 6.9. Resignation and Removal; Appointment of Successor<\/u>.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) No resignation or removal of the Trustee and no appointment of a
\nsuccessor Trustee pursuant to this Article shall become effective until the
\nacceptance of appointment by the successor Trustee pursuant to Section 6.10.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) The Trustee may resign at any time with respect to the Securities of one
\nor more series by giving written notice thereof to the Company. If the
\ninstrument of acceptance by a successor Trustee required by Section 6.10 shall
\nnot have been delivered to the Trustee within 30 days after the giving of such
\nnotice of resignation, the resigning Trustee may petition at the ex-<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-44-<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

pense of the Company any court of competent jurisdiction for the appointment
\nof a successor Trustee with respect to such series.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) The Trustee may be removed at any time with respect to the Securities of
\nany series by Act of the Holders of a majority in principal amount of the
\nOutstanding Securities of such series, delivered to the Trustee and the Company.
\nIf the instrument of acceptance by a successor Trustee required by Section 6.10
\nshall not have been delivered to the Trustee within 30 days after the Act of the
\nHolders removing the Trustee, the removed Trustee may petition at the expense of
\nthe Company any court of competent jurisdiction for the appointment of a
\nsuccessor Trustee with respect to such series.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) If at any time:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(a) the Trustee shall fail to comply with the obligations imposed upon it
\nunder Section 310(b) of the Trust Indenture Act with respect to Securities of
\nany series after written request therefor by the Company or any Holder of a
\nSecurity of such series who has been a bona fide Holder of a Security of such
\nseries for at least six months, or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(b) the Trustee shall cease to be eligible under Section 6.8 and shall fail
\nto resign after written request therefor by the Company or any such Holder, or\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(c) the Trustee shall become incapable of acting or shall be adjudged a
\nbankrupt or insolvent or a receiver of the Trustee or of its property shall be
\nappointed or any public officer shall take charge or control of the Trustee or
\nof its property or affairs for the purpose of rehabilitation, conservation or
\nliquidation, then, in any such case, (i) the Company, by or pursuant to a Board
\nResolution, may remove the Trustee with respect to all Securities or the
\nSecurities of such series, or subject to Section 315(e) of the Trust Indenture
\nAct, any Holder of a Security who has been a bona fide Holder of a Security of
\nsuch series for at least six months may, on behalf of himself and all others
\nsimilarly situated, petition any court of competent jurisdiction for the removal
\nof the Trustee with respect to all Securities of such series and the appointment
\nof a successor Trustee or Trustees.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) If the Trustee shall resign, be removed or become incapable of acting, or
\nif a vacancy shall occur in the office of Trustee for any cause, with respect to
\nthe Securities of one or more series, the Company, by or pursuant to a Board
\nResolution, shall promptly appoint a successor Trustee or Trustees with respect
\nto the Securities of such series (it being understood that any such successor
\nTrustee may be appointed with respect to the Securities of one or more or all of
\nsuch series and that at any time there shall be only one Trustee with respect to
\nthe Securities of any particular series) and shall comply with the applicable
\nrequirements of Section 6.10. If, within one year after such resignation,
\nremoval or incapacity, or the occurrence of such vacancy, a successor Trustee
\nwith respect to the Securities of any series shall be appointed by Act of the
\nHolders of a majority in principal amount of the Outstanding Securities of such
\nseries delivered to the Company and the retiring Trustee, the successor Trustee
\nso appointed shall, forthwith upon its acceptance of such appointment in
\naccordance with the applicable requirements of Section 6.10, become the
\nsuccessor Trustee with respect to the Securities of such series and to that
\nextent supersede the successor Trustee appointed by the Company. If no successor
\nTrustee with respect to the Securities of any series shall have been so
\nappointed within three months after such appointment might have been made
\nhereunder by the Company or the Holders of Securities and accepted appointment
\nin the manner required by Section 6.10, any Holder of a Security who has been a
\nbona fide Holder of a Security of such series for at least six months may, on
\nbehalf of himself and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-45-<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

all others similarly situated, petition any court of competent jurisdiction
\nfor the appointment of a successor Trustee with respect to the Securities of
\nsuch series.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(6) The Company shall give notice of each resignation and each removal of the
\nTrustee with respect to the Securities of any series and each appointment of a
\nsuccessor Trustee with respect to the Securities of any series by mailing
\nwritten notice of such event by first-class mail, postage prepaid, to the
\nHolders of Registered Securities, if any, of such series as their names and
\naddresses appear in the Security Register and, if Securities of such series are
\nissued as Bearer Securities, by publishing notice of such event once in an
\nAuthorized Newspaper in each Place of Payment located outside the United States.
\nEach notice shall include the name of the successor Trustee with respect to the
\nSecurities of such series and the address of its Corporate Trust Office.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(7) In no event shall any retiring Trustee be liable for the acts or
\nomissions of any successor Trustee hereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Section 6.10. Acceptance of Appointment by Successor<\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) Upon the appointment hereunder of any successor Trustee with respect to
\nall Securities, such successor Trustee so appointed shall execute, acknowledge
\nand deliver to the Company and the retiring Trustee an instrument accepting such
\nappointment, and thereupon the resignation or removal of the retiring Trustee
\nshall become effective and such successor Trustee, without any further act, deed
\nor conveyance, shall become vested with all the rights, powers, trusts and
\nduties hereunder of the retiring Trustee; but, on the request of the Company or
\nsuch successor Trustee or the Holders of at least 10% in principal amount of the
\napplicable series of Securities then Outstanding, such retiring Trustee, upon
\npayment of its charges, shall execute and deliver an instrument transferring to
\nsuch successor Trustee all the rights, powers and trusts of the retiring Trustee
\nand, subject to Section 10.3, shall duly assign, transfer and deliver to such
\nsuccessor Trustee all property and money held by such retiring Trustee
\nhereunder, subject nevertheless to its claim, if any, provided for in Section
\n6.7.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) Upon the appointment hereunder of any successor Trustee with respect to
\nthe Securities of one or more (but not all) series, the Company, the retiring
\nTrustee and such successor Trustee shall execute and deliver an indenture
\nsupplemental hereto wherein each successor Trustee shall accept such appointment
\nand which (1) shall contain such provisions as shall be necessary or desirable
\nto transfer and confirm to, and to vest in, such successor Trustee all the
\nrights, powers, trusts and duties of the retiring Trustee with respect to the
\nSecurities of that or those series to which the appointment of such successor
\nTrustee relates, (2) if the retiring Trustee is not retiring with respect to all
\nSecurities, shall contain such provisions as shall be deemed necessary or
\ndesirable to confirm that all the rights, powers, trusts and duties of the
\nretiring Trustee with respect to the Securities of that or those series as to
\nwhich the retiring Trustee is not retiring shall continue to be vested in the
\nretiring Trustee, and (3) shall add to or change any of the provisions of this
\nIndenture as shall be necessary to provide for or facilitate the administration
\nof the trusts hereunder by more than one Trustee, it being understood that
\nnothing herein or in such supplemental indenture shall constitute such Trustees
\nco-trustees of the same trust, that each such Trustee shall be trustee of a
\ntrust or trusts hereunder separate and apart from any trust or trusts hereunder
\nadministered by any other such Trustee and that no Trustee shall be responsible
\nfor any notice given to, or received by, or any act or failure to act on the
\npart of any other Trustee hereunder, and, upon the execution and delivery of
\nsuch supplemental indenture, the resignation or removal of the retiring Trustee
\nshall become effective to the extent provided therein, such retiring Trustee
\nshall have no further responsibility for the exercise of rights and powers or
\nfor the performance of the duties and obligations vested in the Trustee under
\nthis Indenture with respect to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-46-<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

the Securities of that or those series to which the appointment of such
\nsuccessor Trustee relates other than as hereinafter expressly set forth, and
\nsuch successor Trustee, without any further act, deed or conveyance, shall
\nbecome vested with all the rights, powers, trusts and duties of the retiring
\nTrustee with respect to the Securities of that or those series to which the
\nappointment of such successor Trustee relates; but, on request of the Company or
\nsuch successor Trustee, such retiring Trustee, upon payment of its charges with
\nrespect to the Securities of that or those series to which the appointment of
\nsuch successor Trustee relates and subject to Section 10.3 shall duly assign,
\ntransfer and deliver to such successor Trustee, to the extent contemplated by
\nsuch supplemental indenture, the property and money held by such retiring
\nTrustee hereunder with respect to the Securities of that or those series to
\nwhich the appointment of such successor Trustee relates, subject to its claim,
\nif any, provided for in Section 6.7.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(3) Upon request of any Person appointed hereunder as a successor Trustee,
\nthe Company shall execute any and all instruments for more fully and certainly
\nvesting in and confirming to such successor Trustee all such rights, powers and
\ntrusts referred to in paragraph (1) or (2) of this Section, as the case may be.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) No Person shall accept its appointment hereunder as a successor Trustee
\nunless at the time of such acceptance such successor Person shall be qualified
\nand eligible under this Article.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 6.11. Merger, Conversion, Consolidation or Succession to
\nBusiness<\/u>. Any Corporation into which, the Trustee may be merged or converted
\nor with which it may be consolidated, or any Corporation resulting from any
\nmerger, conversion or consolidation to which the Trustee shall be a party, shall
\nbe the successor of the Trustee hereunder, without the execution or filing of
\nany paper or any further act on the part of any of the parties hereto,
\nprovided<\/u>, that such Corporation shall be otherwise qualified and eligible
\nunder this Section. In case any Securities shall have been authenticated but not
\ndelivered by the Trustee then in office, any successor by merger, conversion or
\nconsolidation to such authenticating Trustee may adopt such authentication and
\ndeliver the Securities so authenticated with the same effect as if such
\nsuccessor Trustee had itself authenticated such Securities.<\/p>\n

Section 6.12. Appointment of Authenticating Agent<\/u>. The Trustee may
\nappoint one or more Authenticating Agents acceptable to the Company with respect
\nto one or more series of Securities, and which shall be authorized to act on
\nbehalf of the Trustee to authenticate Securities of that or those series issued
\nupon original issue, exchange, registration of transfer, partial redemption or
\npartial repayment or pursuant to Section 3.6, and Securities so authenticated
\nshall be entitled to the benefits of this Indenture and shall be valid and
\nobligatory for all purposes as if authenticated by the Trustee hereunder.
\nWherever reference is made in this Indenture to the authentication and delivery
\nof Securities by the Trustee or the Trustee153s certificate of authentication,
\nsuch reference shall be deemed to include authentication and delivery on behalf
\nof the Trustee by an Authenticating Agent and a certificate of authentication
\nexecuted on behalf of the Trustee by an Authenticating Agent.<\/p>\n

Each Authenticating Agent must be acceptable to the Company and, except as
\nprovided in or pursuant to this Indenture, shall at all times be a Corporation
\nthat would be permitted by the Trust Indenture Act to act as trustee under an
\nindenture qualified under the Trust Indenture Act, is authorized under
\napplicable law and by its charter to act as an Authenticating Agent and has a
\ncombined capital and surplus (computed in accordance with Section 310(a)(2) of
\nthe Trust Indenture Act) of at least $50,000,000. If at any time an
\nAuthenticating Agent shall cease to be eligible in accordance with the
\nprovisions of this Section, it shall resign immediately in the manner and with
\nthe effect specified in this Section.<\/p>\n

-47-<\/p>\n

Any Corporation into which an Authenticating Agent may be merged or converted
\nor with which it may be consolidated, or any Corporation resulting from any
\nmerger, conversion or consolidation to which such Authenticating Agent shall be
\na party, or any Corporation succeeding to all or substantially all of the
\ncorporate agency or corporate trust business of an Authenticating Agent, shall
\nbe the successor of such Authenticating Agent hereunder, provided<\/u> such
\nCorporation shall be otherwise eligible under this Section, without the
\nexecution or filing of any paper or any further act on the part of the Trustee
\nor the Authenticating Agent.<\/p>\n

An Authenticating Agent may resign at any time by giving written notice
\nthereof to the Trustee and the Company. The Trustee may at any time terminate
\nthe agency of an Authenticating Agent by giving written notice thereof to such
\nAuthenticating Agent and the Company. Upon receiving such a notice of
\nresignation or upon such a termination, or in case at any time such
\nAuthenticating Agent shall cease to be eligible in accordance with the
\nprovisions of this Section, the Trustee may appoint a successor Authenticating
\nAgent which shall be acceptable to the Company and shall (i) mail written notice
\nof such appointment by first-class mail, postage prepaid, to all Holders of
\nRegistered Securities, if any, of the series with respect to which such
\nAuthenticating Agent shall serve, as their names and addresses appear in the
\nSecurity Register, and if Securities of the series are issued as Bearer
\nSecurities, publish notice of such appointment at least once in an Authorized
\nNewspaper in the place where such successor Authenticating Agent has its
\nprincipal office if such office is located outside the United States. Any
\nsuccessor Authenticating Agent, upon acceptance of its appointment hereunder,
\nshall become vested with all the rights, powers and duties of its predecessor
\nhereunder, with like effect as if originally named as an Authenticating Agent.
\nNo successor Authenticating Agent shall be appointed unless eligible under the
\nprovisions of this Section.<\/p>\n

The Company agrees to pay each Authenticating Agent from time to time
\nreasonable compensation for its services under this Section. If the Trustee
\nmakes such payments, it shall be entitled to be reimbursed for such payments,
\nsubject to the provisions of Section 6.7.<\/p>\n

If an Authenticating Agent is appointed with respect to one or more series of
\nSecurities pursuant to this Section, the Securities of such series may have
\nendorsed thereon, in addition to or in lieu of the Trustee153s certificate of
\nauthentication, an alternate certificate of authentication in substantially the
\nfollowing form:<\/p>\n

This is one of the Securities of the series designated herein referred to in
\nthe within-mentioned Indenture.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

DEUTSCHE BANK TRUST COMPANY AMERICAS,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

as Authenticating Agent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If all of the Securities of any series may not be originally issued at one
\ntime, and if the Trustee does not have an office capable of authenticating
\nSecurities upon original issuance located in a Place of Payment where the
\nCompany wishes to have Securities of such series authenticated upon original
\nissuance, the Trustee, if so requested in writing (which writing need not be
\naccompanied by or contained in an Officers153 Certificate by the Company), shall
\nappoint in accordance with this Section an Authenticating Agent having an office
\nin a Place of Payment designated by the Company with respect to such series of
\nSecurities.<\/p>\n

-48-<\/p>\n

Section 6.13. Appointment of Attorney-in-Fact<\/u>. The Trustee for each
\nseries of Securities is hereby appointed, and each and every Holder of
\nSecurities of such series, by receiving and holding the same, shall be
\nconclusively deemed to have appointed such Trustee, the true and lawful
\nattorney-in-fact of such Holder, with authority to make or file (whether or not
\nthe Company shall be in default in respect of the payment of the principal of,
\nor premium or interest, if any, on any of the Securities of such series), in its
\nown name as trustee of an express trust or otherwise as it shall deem advisable,
\nin any receivership, insolvency, liquidation, bankruptcy, reorganization, or
\nother judicial proceedings relative to the Company or any other obligor upon
\nsuch Securities or to their respective creditors or property, any and all
\nclaims, proofs of claim, proofs of debt, petitions, consents, other papers and
\ndocuments, and amendments of any thereof, as may be necessary or advisable in
\norder to have the claims of the Trustee and of the Holders of such Securities
\nallowed in any such proceeding and to collect and receive any moneys or other
\nproperty payable or deliverable on any such claim, and to execute and deliver
\nany and all other papers and documents and to do and perform any and all other
\nacts and things, as it may deem necessary or advisable in order to enforce in
\nany such proceedings any of the claims of such Trustee and of any of such
\nHolders in respect of any of the Securities of such series; and any receiver,
\nassignee, custodian, trustee, or debtor in any such proceedings is hereby
\nauthorized, and each and every Holder of the Securities of such series, by
\nreceiving and holding the same, shall be conclusively deemed to have authorized
\nany such receiver, assignee, custodian, trustee, or debtor, to make any such
\npayment or delivery to or on the order of such Trustee, and, in the event that
\nsuch Trustee shall consent to the making of such payments or deliveries directly
\nto the Holders of the Securities of such series, to pay to such Trustee any
\namount due it for compensation and expenses, including counsel fees and
\nexpenses, incurred by it down to the date of such payment or delivery;
\nprovided<\/u>, however<\/u>, that nothing herein contained shall be deemed
\nto authorize or empower such Trustee to consent to or accept or adopt, on behalf
\nof any Holder of Securities of such series, any plan of reorganization or
\nreadjustment of the Company affecting the Securities of such series or the
\nrights of any Holder thereof, or to authorize or empower such Trustee to vote in
\nrespect of the claim of any Holder of any Securities of such series in any such
\nproceedings.<\/p>\n

ARTICLE 7<\/strong><\/p>\n

HOLDERS LISTS AND REPORTS BY TRUSTEE AND
\nCOMPANY<\/u><\/strong><\/p>\n

Section 7.1. Company to Furnish Trustee Names and Addresses of
\nHolders<\/u>. In accordance with Section 312(a) of the Trust Indenture Act, the
\nCompany shall furnish or cause to be furnished to the Trustee<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) semi-annually with respect to Securities of each series not later than
\nMay 1 and November 1 of the year or upon such other dates as are set forth in or
\npursuant to the Board Resolution or indenture supplemental hereto authorizing
\nsuch series, a list, in each case in such form as the Trustee may reasonably
\nrequire, of the names and addresses of Holders as of the applicable date, and\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) at such other times as the Trustee may request in writing, within 30 days
\nafter the receipt by the Company of any such request, a list of similar form and
\ncontent as of a date not more than 15 days prior to the time such list is
\nfurnished,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

provided<\/u>, however<\/u>, that so long as the Trustee is the Security
\nRegistrar no such list shall be required to be furnished.<\/p>\n

Section 7.2. Preservation of Information; Communications to Holders<\/u>.
\nThe Trustee shall comply with the obligations imposed upon it pursuant to
\nSection 312 of the Trust Indenture Act.<\/p>\n

-49-<\/p>\n

Every Holder of Securities or Coupons, by receiving and holding the same,
\nagrees with the Company and the Trustee that none of the Company, the Trustee,
\nany Paying Agent or any Security Registrar shall be held accountable by reason
\nof the disclosure of any such information as to the names and addresses of the
\nHolders of Securities in accordance with Section 312(c) of the Trust Indenture
\nAct, regardless of the source from which such information was derived, and that
\nthe Trustee shall not be held accountable by reason of mailing any material
\npursuant to a request made under Section 312(b) of the Trust Indenture Act.<\/p>\n

Section 7.3. Reports by Trustee<\/u>.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) Within 60 days after September 15 of each year commencing with the first
\nSeptember 15 following the first issuance of Securities pursuant to Section 3.1,
\nif required by Section 313(a) of the Trust Indenture Act, the Trustee shall
\ntransmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
\ndated as of such September 15 with respect to any of the events specified in
\nsaid Section 313(a) which may have occurred since the later of the immediately
\npreceding September 15 and the date of this Indenture.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) The Trustee shall transmit the reports required by Section 313(a) of the
\nTrust Indenture Act at the times specified therein.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) Reports pursuant to this Section shall be transmitted in the manner and
\nto the Persons required by Sections 313(c) and 313(d) of the Trust Indenture
\nAct.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.4. Reports by Company<\/u>. The Company, pursuant to Section
\n314(a) of the Trust Indenture Act, shall:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) file with the Trustee, within 30 days after the Company is required to
\nfile the same with the Commission, copies of the annual reports and of the
\ninformation, documents and other reports (or copies of such portions of any of
\nthe foregoing as the Commission may from time to time by rules and regulations
\nprescribe) which the Company may be required to file with the Commission
\npursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
\nas amended; or, if the Company is not required to file information, documents or
\nreports pursuant to either of said Sections, then it shall file with the Trustee
\nand the Commission, in accordance with rules and regulations prescribed from
\ntime to time by the Commission, such of the supplementary and periodic
\ninformation, documents and reports which may be required pursuant to Section 13
\nof the Securities Exchange Act of 1934, as amended, in respect of a security
\nlisted and registered on a national securities exchange as may be prescribed
\nfrom time to time in such rules and regulations;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) file with the Trustee and the Commission, in accordance with rules and
\nregulations prescribed from time to time by the Commission, such additional
\ninformation, documents and reports with respect to compliance by the Company
\nwith the conditions and covenants of this Indenture as may be required from time
\nto time by such rules and regulations; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) transmit to the Holders of Securities within 30 days after the filing
\nthereof with the Trustee, in the manner and to the extent provided in Section
\n313(c) of the Trust Indenture Act, such summaries of any information, documents
\nand reports required to be filed by the Company, pursuant to paragraphs (1) and
\n(2) of this Section as may be required by rules and regulations prescribed from
\ntime to time by the Commission.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-50-<\/p>\n

Delivery of such reports, information and documents to the Trustee is for
\ninformational purposes only and the Trustee153s receipt of such shall not
\nconstitute constructive notice of any information contained therein or
\ndeterminable from information contained therein, including the Company153s
\ncompliance with any of its covenants hereunder (as to which the Trustee is
\nentitled to rely exclusively on Officers153 Certificates).<\/p>\n

ARTICLE 8<\/strong><\/p>\n

CONSOLIDATION, AMALGAMATIONS, MERGER AND
\nSALES<\/u><\/strong><\/p>\n

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms<\/u>. The
\nCompany shall not consolidate or amalgamate with or merge into any other Person
\n(whether or not affiliated with the Company), or convey, transfer or lease its
\nproperties and assets as an entirety or substantially as an entirety to any
\nother Person (whether or not affiliated with the Company), and the Company shall
\nnot permit any other Person (whether or not affiliated with the Company) to
\nconsolidate or amalgamate with or merge into the Company or convey, transfer or
\nlease its properties and assets as an entirety or substantially as an entirety
\nto the Company; unless:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) either the Company shall be the continuing corporation, or the Person (if
\nother than the Company) formed by such consolidation or into which the Company
\nis merged or the Person which acquires by conveyance or transfer the properties
\nand assets of the Company substantially as an entirety shall expressly assume,
\nby an indenture supplemental hereto, executed and delivered to the Trustee, in
\nform reasonably satisfactory to the Trustee, the due and punctual payment of the
\nprincipal of (and premium, if any) and interest, if any, on all the Securities
\nand the performance of every covenant of this Indenture on the part of the
\nCompany to be performed or observed;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) immediately after giving effect to such transaction, no default or Event
\nof Default shall have occurred and be continuing; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) the Company and the successor Person have delivered to the Trustee an
\nOfficers153 Certificate and an Opinion of Counsel each stating that such
\nconsolidation, merger, conveyance or transfer and such supplemental indenture
\ncomply with this Article and that all conditions precedent herein provided for
\nrelating to such transaction have been complied with.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For the purpose of this Section 8.1, the term “default” means any event that
\nis, or after notice or lapse of time or both would become, an Event of Default
\nwith respect to Securities of such series.<\/p>\n

Section 8.2. Successor Person Substituted for Company<\/u>. Upon any
\nconsolidation or amalgamation by the Company with or merger of the Company into
\nany other Person or any conveyance, transfer or lease of the properties and
\nassets of the Company substantially as an entirety to any Person in accordance
\nwith Section 8.1, the successor Person formed by such consolidation or
\namalgamation or into which the Company is merged or to which such conveyance,
\ntransfer or lease is made shall succeed to, and be substituted for, and may
\nexercise every right and power of, the Company under this Indenture with the
\nsame effect as if such successor Person had been named as the Company herein;
\nand thereafter, except in the case of a lease, the predecessor Person shall be
\nreleased from all obligations and covenants under this Indenture, the Securities
\nand the Coupons.<\/p>\n

-51-<\/p>\n

ARTICLE 9<\/strong><\/p>\n

SUPPLEMENTAL INDENTURES<\/u><\/strong><\/p>\n

Section 9.1. Supplemental Indentures without Consent of Holders<\/u>.
\nExcept as otherwise contemplated by Section 3.1 with respect to Securities of
\nany Series, without the consent of any Holders of Securities or Coupons, the
\nCompany (when authorized by or pursuant to a Board Resolution) and the Trustee,
\nat any time and from time to time, may enter into one or more indentures
\nsupplemental hereto, for any of the following purposes:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) to evidence the succession of another Person to the Company, and the
\nassumption by any such successor of the covenants of the Company contained
\nherein and in the Securities; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) to add to the covenants and agreements of the Company for the benefit of
\nthe Holders of all or any series of Securities (as shall be specified in such
\nsupplemental indenture or indentures) or to surrender any right or power herein
\nconferred upon the Company; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) to add to or change any of the provisions of this Indenture to provide
\nthat Bearer Securities may be registrable as to principal, to change or
\neliminate any restrictions on the payment of principal of, any premium or
\ninterest on, Securities, to permit Bearer Securities to be issued in exchange
\nfor Registered Securities, to permit Bearer Securities to be exchanged for
\nBearer Securities of other authorized denominations or to permit or facilitate
\nthe issuance of Securities in uncertificated form, provided<\/u> any such
\naction shall not adversely affect the interests of the Holders of Outstanding
\nSecurities of any series or any Coupons appertaining thereto in any material
\nrespect; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) to evidence and provide for the acceptance of appointment hereunder by a
\nsuccessor Trustee with respect to the Securities of one or more series and to
\nadd to or change any of the provisions of this Indenture as shall be necessary
\nto provide for or facilitate the administration of the trusts hereunder by more
\nthan one Trustee, pursuant to the requirements of Section 6.10; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) to cure any ambiguity or to correct or supplement any provision herein
\nwhich may be defective or inconsistent with any other provision herein, or to
\nmake any other provisions with respect to matters or questions arising under
\nthis Indenture, which shall not adversely affect the interests of the Holders of
\nSecurities of any series then Outstanding or any Coupons appertaining thereto in
\nany material respect; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(6) to establish the form or terms of Securities of any series and any
\nrelated Coupons as permitted by Sections 2.1 and 3.1, including the provisions
\nand procedures relating to Securities convertible into or exchangeable for any
\nsecurities of any Person (including the Company); or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(7) to add any additional Events of Default with respect to all or any series
\nof Securities (as shall be specified in such supplemental indenture); or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(8) to supplement any of the provisions of this Indenture to such extent as
\nshall be necessary to permit or facilitate the defeasance and discharge of any
\nseries of Securities pursuant to Article 4, provided<\/u> that any such action
\nshall not adversely affect the interests of any Holder of an Outstanding
\nSecurity of such series and any Coupons appertaining thereto or any other
\nOutstanding Security or Coupon in any material respect; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-52-<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(9) to secure payment on the Securities; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(10) to amend or supplement any provision contained herein or in any
\nsupplemental indenture, provided<\/u> that no such amendment or supplement
\nshall materially adversely affect the interests of the Holders of any Securities
\nthen Outstanding.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 9.2. Supplemental Indentures with Consent of Holders<\/u>. With the
\nconsent of the Holders of not less than a majority in aggregate principal amount
\nof the Outstanding Securities of each series affected by such supplemental
\nindenture, by Act of said Holders delivered to the Company and the Trustee, the
\nCompany (when authorized by or pursuant to a Company153s Board Resolution) and the
\nTrustee may enter into an indenture or indentures supplemental hereto for the
\npurpose of adding any provisions to or changing in any manner or eliminating any
\nof the provisions of this Indenture or of modifying in any manner the rights of
\nthe Holders of Securities of such series under this Indenture or of the
\nSecurities of such series; provided<\/u>, however<\/u>, that no such
\nsupplemental indenture, without the consent of each Holder of each Outstanding
\nSecurity affected thereby, shall:<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) extend the Stated Maturity of the principal of, or any premium or
\ninstallment of interest on, any Security, or reduce the principal amount thereof
\nor the rate (or modify the calculation of such rate) of interest thereon, or any
\npremium payable upon the redemption thereof or otherwise, or reduce the amount
\nof the principal of an Original Issue Discount Security that would be due and
\npayable upon a declaration of acceleration of the Maturity thereof pursuant to
\nSection 5.2 or the amount thereof provable in bankruptcy pursuant to Section
\n5.4, change the redemption provisions or adversely affect the right of repayment
\nat the option of any Holder as contemplated by Article 13, or change the Place
\nof Payment, Currency in which the principal of, any premium or interest on, any
\nSecurity is payable, or impair the right to institute suit for the enforcement
\nof any such payment on or after the Stated Maturity thereof (or, in the case of
\nredemption, on or after the Redemption Date or, in the case of repayment at the
\noption of the Holder, on or after the date for repayment), or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) reduce the percentage in principal amount of the Outstanding Securities
\nof any series, the consent of whose Holders is required for any such
\nsupplemental indenture, or the consent of whose Holders is required for any
\nwaiver (of compliance with certain provisions of this Indenture or certain
\ndefaults hereunder and their consequences) provided for in this Indenture, or
\nreduce the requirements of Section 15.4 for quorum or voting, or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) modify any of the provisions of this Section, Section 5.13 or Section
\n10.6, except to increase any such percentage or to provide that certain other
\nprovisions of this Indenture cannot be modified or waived without the consent of
\nthe Holder of each Outstanding Security affected thereby, or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) make any change that adversely affects the right to convert or exchange
\nany Security into or for securities of the Company or other securities (whether
\nor not issued by the Company), cash or property in accordance with its terms.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In computing whether the Holders of the requisite principal amount of
\nOutstanding Securities have taken action under this Indenture or under a
\nsupplemental indenture hereto, the Company shall use: (i) for an Original Issue
\nDiscount security, the amount of the principal that would be due and payable as
\nof that date, as if the Maturity of such Security had been accelerated due to a
\ndefault; and for a Security denominated in a Foreign Currency or Currencies, the
\nDollar equivalent of the outstanding principal amount as of that date, using the
\nexchange rate in effect on the date of original issuance of such Security.<\/p>\n

-53-<\/p>\n

A supplemental indenture which changes or eliminates any covenant or other
\nprovision of this Indenture, which shall have been included expressly and solely
\nfor the benefit of one or more particular series of Securities, or which
\nmodifies the rights of the Holders of Securities of such series with respect to
\nsuch covenant or other provision, shall be deemed not to affect the rights under
\nthis Indenture of the Holders of Securities of any other series.<\/p>\n

It shall not be necessary for any Act of Holders of Securities under this
\nSection to approve the particular form of any proposed supplemental indenture,
\nbut it shall be sufficient if such Act shall approve the substance thereof.<\/p>\n

Any consent given by any Holder of a Security under this Section 9.2 shall be
\nirrevocable for a period of six months after the day of execution thereof, but
\nmay be revoked at any time thereafter by such Holder or by his successor in
\ntitle by filing written notice of such revocation with the Trustee at its
\ncorporate trust office; provided<\/u>, however<\/u>, that such consent shall
\nnot be revocable after the holders of not less than a majority in aggregate
\nprincipal amount of the Securities of the series of which such Security is a
\npart at the time Outstanding shall have consented to such supplemental
\nindenture. No notation on any Security of the fact of such consent shall be
\nnecessary, but any such written consent by the Holder of any Security shall be
\nconclusive and binding on all future Holders and owners of the same Security and
\nof all Securities delivered in exchange therefor, unless revoked in the manner
\nand during the period provided in this Section 9.2.<\/p>\n

Section 9.3. Execution of Supplemental Indentures<\/u>. As a condition to
\nexecuting, or accepting the additional trusts created by, any supplemental
\nindenture permitted by this Article or the modifications thereby of the trust
\ncreated by this Indenture, the Trustee shall be given, and (subject to Section
\n315 of the Trust Indenture Act) shall be fully protected in relying upon, an
\nOpinion of Counsel and Officers153 Certificate stating that the execution of such
\nsupplemental indenture is authorized or permitted by this Indenture. The Trustee
\nmay, but shall not be obligated to, enter into any such supplemental indenture
\nwhich affects the Trustee153s own rights, duties or immunities under this
\nIndenture or otherwise is not reasonably acceptable to the Trustee.<\/p>\n

Section 9.4. Effect of Supplemental Indentures<\/u>. Upon the execution of
\nany supplemental indenture under this Article, this Indenture shall be modified
\nin accordance therewith, and such supplemental indenture shall form a part of
\nthis Indenture for all purposes; and, to the extent that such is or is made
\napplicable thereto, every Holder of a Security theretofore or thereafter
\nauthenticated and delivered hereunder and of any Coupon appertaining thereto
\nshall be bound thereby.<\/p>\n

Section 9.5. Reference in Securities to Supplemental Indentures<\/u>.
\nSecurities of any series authenticated and delivered after the execution of any
\nsupplemental indenture pursuant to this Article may, and shall if required by
\nthe Trustee, bear a notation in form approved by the Trustee as to any matter
\nprovided for in such supplemental indenture. If the Company shall so determine,
\nnew Securities of any series so modified as to conform, in the opinion of the
\nTrustee and the Company, to any such supplemental indenture may be prepared and
\nexecuted by the Company and authenticated and delivered by the Trustee in
\nexchange for Outstanding Securities of such series in equal aggregate principal
\namounts, and such exchange shall be made without cost to the Holders.<\/p>\n

Section 9.6. Conformity with Trust Indenture Act<\/u>. Every supplemental
\nindenture executed pursuant to this Article shall conform to the requirements of
\nthe Trust Indenture Act as then in effect.<\/p>\n

Section 9.7. Notice of Supplemental Indenture<\/u>. Promptly after the
\nexecution by the Company and the Trustee of any supplemental indenture pursuant
\nto Section 9.2, the Company shall transmit to the Holders of Outstanding
\nSecurities of any series affected thereby a notice setting forth in general
\nterms the<\/p>\n

-54-<\/p>\n

substance of such supplemental indenture. Failure to send such notice will
\nnot impair the validity of such supplemental indenture.<\/p>\n

ARTICLE 10<\/strong><\/p>\n

COVENANTS<\/u><\/strong><\/p>\n

Section 10.1. Payment of Principal, any Premium, Interest<\/u>. The Company
\ncovenants and agrees for the benefit of the Holders of the Securities of each
\nseries that it will duly and punctually pay the principal of, and any premium or
\ninterest, if any, on the Securities of such series in accordance with the terms
\nthereof, any Coupons appertaining thereto and this Indenture. Any interest due
\non any Bearer Security on or before the Maturity thereof, shall be payable only
\nupon presentation and surrender of the Coupons appertaining thereto for such
\ninterest as they severally mature. When and as paid, all Securities of such
\nseries shall be cancelled and destroyed in accordance with the Section 3.9
\nhereof.<\/p>\n

Section 10.2. Maintenance of Office or Agency<\/u>. The Company shall
\nmaintain in each Place of Payment for any series of Securities an Office or
\nAgency where Securities of such series (but not Bearer Securities, except as
\notherwise provided below, unless such Place of Payment is located outside the
\nUnited States) may be presented or surrendered for payment, where Securities of
\nsuch series may be surrendered for registration of transfer or exchange, where
\nSecurities of such series that are convertible or exchangeable may be
\nsurrendered for conversion or exchange, and where notices and demands to or upon
\nthe Company in respect of the Securities of such series relating thereto and
\nthis Indenture may be served. If Securities of a series are issuable as Bearer
\nSecurities, the Company shall maintain, subject to any laws or regulations
\napplicable thereto, an Office or Agency in a Place of Payment for such series
\nwhich is located outside the United States where Securities of such series and
\nany Coupons appertaining thereto may be presented and surrendered for payment;
\nprovided<\/u>, however<\/u>, that if the Securities of such series are
\nlisted on The Stock Exchange of the United Kingdom and the Republic of Ireland
\nor the Luxembourg Stock Exchange or any other stock exchange located outside the
\nUnited States and such stock exchange shall so require, the Company shall
\nmaintain a Paying Agent in London, Luxembourg or any other required city located
\noutside the United States, as the case may be, so long as the Securities of such
\nseries are listed on such exchange. The Company will give prompt written notice
\nto the Trustee of the location, and any change in the location, of such Office
\nor Agency. If at any time the Company shall fail to maintain any such required
\nOffice or Agency or shall fail to furnish the Trustee with the address thereof,
\nsuch presentations, surrenders, notices and demands may be made or served at the
\nCorporate Trust Office of the Trustee, except that Bearer Securities of such
\nseries and any Coupons appertaining thereto may be presented and surrendered for
\npayment at the place specified for the purpose with respect to such Securities
\nas provided in or pursuant to this Indenture, and the Company hereby appoints
\nthe Trustee as its agent to receive all such presentations, surrenders, notices
\nand demands.<\/p>\n

Except as otherwise provided in or pursuant to this Indenture, no payment of
\nprincipal, premium or interest with respect to Bearer Securities shall be made
\nat any Office or Agency in the United States or by check mailed to any address
\nin the United States or by transfer to an account maintained with a bank located
\nin the United States; provided<\/u>, however<\/u>, if amounts owing with
\nrespect to any Bearer Securities shall be payable in Dollars, payment of
\nprincipal of, any premium or interest on, any such Security may be made at the
\nCorporate Trust Office of the Trustee or any Office or Agency designated by the
\nCompany in the Borough of Manhattan, The City of New York, if (but only if)
\npayment of the full amount of such principal, premium or interest at all offices
\noutside the United States maintained for such purpose by the Company in
\naccordance with this Indenture is illegal or effectively precluded by exchange
\ncontrols or other similar restrictions, and the Company has delivered to the
\nTrustee an Opinion of Counsel to that effect.<\/p>\n

-55-<\/p>\n

The Company may also from time to time designate one or more other Offices or
\nAgencies where the Securities of one or more series may be presented or
\nsurrendered for any or all such purposes and may from time to time rescind such
\ndesignations; provided<\/u>, however<\/u>, that no such designation or
\nrescission shall in any manner relieve the Company of its obligation to maintain
\nan Office or Agency in each Place of Payment for Securities of any series for
\nsuch purposes. The Company shall give prompt written notice to the Trustee of
\nany such designation or rescission and of any change in the location of any such
\nother Office or Agency. Unless otherwise provided in or pursuant to this
\nIndenture, the Company hereby designates as the Place of Payment for each series
\nof Securities the Borough of Manhattan, The City of New York, and initially
\nappoints the Corporate Trust Office of the Trustee as the Office or Agency of
\nthe Company in the Borough of Manhattan, The City of New York for such purpose.
\nThe Company may subsequently appoint a different Office or Agency in the Borough
\nof Manhattan, The City of New York for the Securities of any series.<\/p>\n

Unless otherwise specified with respect to any Securities pursuant to Section
\n3.1, if and so long as the Securities of any series are denominated in a Foreign
\nCurrency or may be payable in a Foreign Currency, or so long as it is required
\nunder any other provision of this Indenture, then the Company will maintain with
\nrespect to each such series of Securities, or as so required, at least one
\nexchange rate agent.<\/p>\n

Section 10.3. Money for Securities Payments to Be Held in Trust<\/u>. If
\nthe Company shall at any time act as its own Paying Agent, with respect to any
\nseries of Securities, it shall, on or before each due date of the principal of,
\nany premium or interest on, any of the Securities of such series, segregate and
\nhold in trust for the benefit of the Persons entitled thereto a sum in the
\ncurrency or currencies, currency unit or units or composite currency or
\ncurrencies in which the Securities of such series are payable (except as
\notherwise specified pursuant to Section 3.1 for the Securities of such series)
\nsufficient to pay the principal or any premium or interest so becoming due until
\nsuch sums shall be paid to such Persons or otherwise disposed of as herein
\nprovided, and shall promptly notify the Trustee of its action or failure so to
\nact.<\/p>\n

Whenever the Company shall have one or more Paying Agents for any series of
\nSecurities, it shall, no later than 11:00 am on the Business Day prior to each
\ndue date of the principal of, any premium or interest on, any Securities of such
\nseries, deposit with any Paying Agent a sum (in the currency or currencies,
\ncurrency unit or units or composite currency or currencies described in the
\npreceding paragraph) sufficient to pay the principal or any premium or interest
\nso becoming due, such sum to be held in trust for the benefit of the Persons
\nentitled thereto, and (unless such Paying Agent is the Trustee) the Company will
\npromptly notify the Trustee of its action or failure so to act.<\/p>\n

The Company shall cause each Paying Agent for any series of Securities other
\nthan the Trustee to execute and deliver to the Trustee an instrument in which
\nsuch Paying Agent shall agree with the Trustee, subject to the provisions of
\nthis Section, that such Paying Agent shall:<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) hold all sums held by it for the payment of the principal of, any premium
\nor interest on, Securities of such series in trust for the benefit of the
\nPersons entitled thereto until such sums shall be paid to such Persons or
\notherwise disposed of as provided in or pursuant to this Indenture;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) give the Trustee notice of any default by the Company (or any other
\nobligor upon the Securities of such series) in the making of any payment of
\nprincipal, any premium or interest on, Securities of such series; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) at any time during the continuance of any such default, upon the written
\nrequest of the Trustee, forthwith pay to the Trustee all sums so held in trust
\nby such Paying Agent.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-56-<\/p>\n

The Company may at any time, for the purpose of obtaining the satisfaction
\nand discharge of this Indenture or for any other purpose, pay, or by Company
\nOrder direct any Paying Agent to pay, to the Trustee all sums held in trust by
\nthe Company or such Paying Agent, such sums to be held by the Trustee upon the
\nsame terms as those upon which such sums were held by the Company or such Paying
\nAgent; and, upon such payment by any Paying Agent to the Trustee, such Paying
\nAgent shall be released from all further liability with respect to such sums.\n<\/p>\n

Except as otherwise provided herein or pursuant hereto, any money deposited
\nwith the Trustee or any Paying Agent, or then held by the Company, in trust for
\nthe payment of the principal of, any premium or interest on, any Security of any
\nseries or any Coupon appertaining thereto and remaining unclaimed for two years
\nafter such principal or any such premium or interest shall have become due and
\npayable shall be paid to the Company on Company Request, or (if then held by the
\nCompany), unless otherwise required by mandatory provisions of applicable
\nescheat or abandoned or unclaimed property laws, shall be discharged from such
\ntrust; and the Holder of such Security or any Coupon appertaining thereto shall
\nthereafter, as an unsecured general creditor, look only to the Company for
\npayment thereof, and all liability of the Trustee or such Paying Agent with
\nrespect to such trust money, and all liability of the Company as trustee
\nthereof, shall thereupon cease; provided<\/u>, however<\/u>, that the
\nTrustee or such Paying Agent, before being required to make any such repayment,
\nmay at the expense of the Company cause to be published once, in an Authorized
\nNewspaper in each Place of Payment for such series or to be mailed to Holders of
\nRegistered Securities of such series, or both, notice that such money remains
\nunclaimed and that, after a date specified therein, which shall not be less than
\n30 days from the date of such publication or mailing nor shall it be later than
\ntwo years after such principal and any premium or interest shall have become due
\nand payable, any unclaimed balance of such money then remaining will be repaid
\nto the Company.<\/p>\n

Section 10.4. Corporate Existence<\/u>. Subject to Article 8, the Company
\nshall do or cause to be done all things necessary to preserve and keep in full
\nforce and effect its corporate existence and that of each of its Subsidiaries
\nand its rights (charter and statutory) and franchises; provided<\/u>,
\nhowever<\/u>, that the foregoing shall not obligate the Company or any of its
\nSubsidiaries to preserve any such right or franchise if the Company or any such
\nSubsidiary shall determine that the preservation thereof is no longer desirable
\nin the conduct of its business or the business of such Subsidiary and that the
\nloss thereof is not disadvantageous in any material respect to any Holder.<\/p>\n

Section 10.5. Waiver of Certain Covenants<\/u>. Anything in this Indenture
\nto the contrary notwithstanding, the Company may fail or omit in any particular
\ninstance to comply with a covenant or condition set forth herein with respect to
\nthe Securities of any series if, prior to the time of such failure or omission,
\nthe Holders of at least a majority in principal amount of the Outstanding
\nSecurities of such series, by Act of such Holders, either shall waive such
\ncompliance in such instance or generally shall have waived compliance with such
\nterm, provision or condition, but no such waiver shall extend to or affect such
\nterm, provision or condition except to the extent so expressly waived, and,
\nuntil such waiver shall become effective, the obligations of the Company and the
\nduties of the Trustee in respect of any such term, provision or condition shall
\nremain in full force and effect. The Company shall obtain and file with the
\nTrustee, before or after the time for such compliance, evidence of the consent
\nof such Holders.<\/p>\n

Section 10.6. Company Statement as to Compliance; Notice of Certain
\nDefaults<\/u>.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) The Company shall deliver to the Trustee, within 120 days after the end
\nof each fiscal year, a written statement (which need not be contained in or
\naccompanied by an Officers153 Certificate) signed by the principal executive
\nofficer, the principal financial officer or the principal accounting officer of
\nthe Company, stating that<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-57-<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/p>\n

(a) a review of the activities of the Company during such year and of its
\nperformance under this Indenture has been made under his or her supervision, and\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(b) to the best of his or her knowledge, based on such review, (a) the
\nCompany has complied in all material respects with all the conditions and
\ncovenants imposed on it under this Indenture throughout such year, or, if there
\nhas been a default in the fulfillment of any such condition or covenant or
\nagreement, specifying each such default known to him or her and the nature and
\nstatus thereof, and (b) no event has occurred and is continuing which is, or
\nafter notice or lapse of time or both would become, an Event of Default, or, if
\nsuch an event has occurred and is continuing, specifying each such event known
\nto him and the nature and status thereof.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) The Company shall deliver to the Trustee, within 30 days after the
\noccurrence thereof, written notice of any Event of Default or any event which
\nafter notice or lapse of time or both would become an Event of Default pursuant
\nto clause (4) of Section 5.1.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) The Trustee shall have no duty to monitor the Company153s compliance with
\nthe covenants contained in this Article 10 other than as specifically set forth
\nin this Section 10.6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE 11<\/strong><\/p>\n

REDEMPTION OF SECURITIES<\/u><\/strong><\/p>\n

Section 11.1. Applicability of Article<\/u>. Redemption of Securities of
\nany series at the option of the Company as permitted or required by the terms of
\nsuch Securities shall be made in accordance with the terms of such Securities
\nand (except as otherwise provided herein or pursuant hereto) this Article.<\/p>\n

Section 11.2. Election to Redeem; Notice to Trustee<\/u>. The election of
\nthe Company to redeem any Securities shall be evidenced by or pursuant to a
\nBoard Resolution. In case of any redemption at the election of the Company of
\n(a) less than all of the Securities of any series or (b) all of the Securities
\nof any series, with the same issue date, interest rate or formula, Stated
\nMaturity and other terms, the Company shall, at least 60 days prior to the
\nRedemption Date fixed by the Company (unless a shorter notice shall be
\nreasonably satisfactory to the Trustee), notify the Trustee of such Redemption
\nDate and of the principal amount of Securities of such series to be redeemed.\n<\/p>\n

Section 11.3. Selection by Trustee of Securities to be Redeemed<\/u>. If
\nless than all of the Securities of any series with the same issue date, interest
\nrate or formula, Stated Maturity and other terms are to be redeemed, the
\nOutstanding Securities shall be redeemed on a pro rata<\/em> basis;
\nprovided<\/u>, however<\/u>, that no such partial redemption shall reduce
\nthe portion of the principal amount of a Registered Security of such series not
\nredeemed to less than the minimum denomination for a Security of such series
\nestablished herein or pursuant hereto.<\/p>\n

The Trustee shall promptly notify the Company and the Security Registrar (if
\nother than itself) in writing of the Securities selected for redemption and, in
\nthe case of any Securities selected for partial redemption, the principal amount
\nthereof to be redeemed.<\/p>\n

For all purposes of this Indenture, unless the context otherwise requires,
\nall provisions relating to the redemption of Securities shall relate, in the
\ncase of any Securities redeemed or to be redeemed only in part, to the portion
\nof the principal of such Securities which has been or is to be redeemed.<\/p>\n

-58-<\/p>\n

Unless otherwise specified in or pursuant to this Indenture or the Securities
\nof any series, if any Security selected for partial redemption is converted into
\nother securities of the Company or exchanged for securities of another issuer in
\npart before termination of the conversion or exchange right with respect to the
\nportion of the Security so selected, the converted portion of such Security
\nshall be deemed (so far as may be) to be the portion selected for redemption.
\nSecurities which have been converted or exchanged during a selection of
\nSecurities to be redeemed shall be treated by the Trustee as Outstanding for the
\npurpose of such selection.<\/p>\n

Section 11.4. Notice of Redemption<\/u>. Notice of redemption will be
\nmailed by first class mail to each holder of Securities to be redeemed at its
\nregistered address at least 30 but not more than 60 days prior to the Redemption
\nDate, unless a shorter period is specified in the Securities to be redeemed;
\nprovided<\/u> that redemption notices may be mailed more than 60 days prior to
\na redemption date if the notice is issued in connection with a defeasance of the
\nSecurities or a satisfaction and discharge of the Indenture. Failure to give
\nnotice by mailing in the manner herein provided to the Holder of any Registered
\nSecurities designated for redemption as a whole or in part, or any defect in the
\nnotice to any such Holder, shall not affect the validity of the proceedings for
\nthe redemption of any other Securities or portion thereof.<\/p>\n

Any notice that is mailed to the Holder of any Registered Securities in the
\nmanner herein provided shall be conclusively presumed to have been duly given,
\nwhether or not such Holder receives the notice.<\/p>\n

All notices of redemption shall state:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) the Redemption Date,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) the Redemption Price,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) if less than all Outstanding Securities of any series are to be redeemed,
\nthe identification (and, in the case of partial redemption, the principal
\namount) of the particular Security or Securities to be redeemed,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) in case any Security is to be redeemed in part only, the notice which
\nrelates to such Security shall state that on and after the Redemption Date, upon
\nsurrender of such Security, the Holder of such Security will receive, without
\ncharge, a new Security or Securities of authorized denominations for the
\nprincipal amount thereof remaining unredeemed,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(5) that, on the Redemption Date, the Redemption Price shall become due and
\npayable upon each such Security or portion thereof to be redeemed, and, if
\napplicable, that interest thereon shall cease to accrue on and after said date,\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(6) the place or places where such Securities, together (in the case of
\nBearer Securities) with all Coupons appertaining thereto, if any, maturing after
\nthe Redemption Date, are to be surrendered for payment of the Redemption Price
\nand any accrued interest,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(7) that the redemption is for a sinking fund, if such is the case,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(8) that, unless otherwise specified in such notice, Bearer Securities of any
\nseries, if any, surrendered for redemption must be accompanied by all Coupons
\nmaturing subsequent to the date fixed for redemption or the amount of any such
\nmissing Coupon or Coupons will be deducted from the Redemption Price, unless
\nsecurity or indemnity satisfactory to the Company, the Trustee and any Paying
\nAgent is furnished,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-59-<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

(9) if Bearer Securities of any series are to be redeemed and no Registered
\nSecurities of such series are to be redeemed, and if such Bearer Securities may
\nbe exchanged for Registered Securities not subject to redemption on the
\nRedemption Date pursuant to Section 3.5 or otherwise, the last date, as
\ndetermined by the Company, on which such exchanges may be made,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(10) in the case of Securities of any series that are convertible into Common
\nStock of the Company or exchangeable for other securities, the conversion or
\nexchange price or rate, the date or dates on which the right to convert or
\nexchange the principal of the Securities of such series to be redeemed will
\ncommence or terminate and the place or places where such Securities may be
\nsurrendered for conversion or exchange, and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(11) the CUSIP number or the Euroclear or Clearstream reference numbers of
\nsuch Securities, if any (or any other numbers used by a Depository to identify
\nsuch Securities).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A notice of redemption published as contemplated by Section 1.6 need not
\nidentify particular Registered Securities to be redeemed.<\/p>\n

Notice of redemption of Securities to be redeemed at the election of the
\nCompany shall be given by the Company or, at the Company153s request, by the
\nTrustee in the name and at the expense of the Company; provided<\/u>, in the
\nlatter case, the Trustee shall be given at least 5 days prior notice of the
\nrequested date of the giving of such.<\/p>\n

Section 11.5. Deposit of Redemption Price<\/u>. One Business Day prior to
\nany Redemption Date, the Company shall deposit, with respect to the Securities
\nof any series called for redemption pursuant to Section 11.4, with the Trustee
\nor with a Paying Agent (or, if the Company is acting as its own Paying Agent,
\nsegregate and hold in trust as provided in Section 10.3) an amount of money in
\nthe applicable Currency sufficient to pay the Redemption Price of, and (except
\nif the Redemption Date shall be an Interest Payment Date, unless otherwise
\nspecified pursuant to Section 3.1 or in the Securities of such series) any
\naccrued interest on, all such Securities or portions thereof which are to be
\nredeemed on that date.<\/p>\n

Section 11.6. Securities Payable on Redemption Date<\/u>. Notice of
\nredemption having been given as aforesaid, the Securities so to be redeemed
\nshall, on the Redemption Date, become due and payable at the Redemption Price
\ntherein specified, and from and after such date (unless the Company shall
\ndefault in the payment of the Redemption Price and accrued interest) such
\nSecurities shall cease to bear interest and the Coupons for such interest
\nappertaining to any Bearer Securities so to be redeemed, except to the extent
\nprovided below, shall be void. Upon surrender of any such Security for
\nredemption in accordance with said notice, together with all Coupons, if any,
\nappertaining thereto maturing after the Redemption Date, such Security shall be
\npaid by the Company at the Redemption Price, together with any accrued interest
\nto the Redemption Date; provided<\/u>, however<\/u>, that, except as
\notherwise provided in or pursuant to this Indenture or the Bearer Securities of
\nsuch series, installments of interest on Bearer Securities whose Stated Maturity
\nis on or prior to the Redemption Date shall be payable only upon presentation
\nand surrender of Coupons for such interest (at an Office or Agency located
\noutside the United States except as otherwise provided in Section 10.2), and
\nprovided<\/u>, further<\/u>, that, except as otherwise specified in or
\npursuant to this Indenture or the Registered Securities of such series,
\ninstallments of interest on Registered Securities whose Stated Maturity is on or
\nprior to the Redemption Date shall be payable to the Holders of such Securities,
\nor one or more Predecessor Securities, registered as such at the close of
\nbusiness on the Regular Record Dates therefor according to their terms and the
\nprovisions of Section 3.7.<\/p>\n

If any Bearer Security surrendered for redemption shall not be accompanied by
\nall appurtenant Coupons maturing after the Redemption Date, such Security may be
\npaid after deducting from the Redemption Price an amount equal to the face
\namount of all such missing Coupons, or the surrender of such<\/p>\n

-60-<\/p>\n

missing Coupon or Coupons may be waived by the Company and the Trustee if
\nthere be furnished to them such security or indemnity as they may require to
\nsave each of them and any Paying Agent harmless. If thereafter the Holder of
\nsuch Security shall surrender to the Trustee or any Paying Agent any such
\nmissing Coupon in respect of which a deduction shall have been made from the
\nRedemption Price, such Holder shall be entitled to receive the amount so
\ndeducted; provided<\/u>, however<\/u>, that any interest represented by
\nCoupons shall be payable only upon presentation and surrender of those Coupons
\nat an Office or Agency for such Security located outside of the United States
\nexcept as otherwise provided in Section 10.2.<\/p>\n

If any Security called for redemption shall not be so paid upon surrender
\nthereof for redemption, the principal and any premium until paid, shall bear
\ninterest from the Redemption Date at the rate prescribed therefor in the
\nSecurity.<\/p>\n

Section 11.7. Securities Redeemed in Part<\/u>. Any Registered Security
\nwhich is to be redeemed only in part shall be surrendered at any Office or
\nAgency for such Security (with, if the Company or the Trustee so requires, due
\nendorsement by, or a written instrument of transfer in form satisfactory to the
\nCompany and the Trustee duly executed by, the Holder thereof or his attorney
\nduly authorized in writing) and the Company shall execute and the Trustee shall
\nauthenticate and deliver to the Holder of such Security without service charge,
\na new Registered Security or Securities of the same series, containing identical
\nterms and provisions, of any authorized denomination as requested by such Holder
\nin aggregate principal amount equal to and in exchange for the unredeemed
\nportion of the principal of the Security so surrendered. If a Security in global
\nform is so surrendered, the Company shall execute, and the Trustee shall
\nauthenticate and deliver to the U.S. Depository or other Depository for such
\nSecurity in global form as shall be specified in the Company Order with respect
\nthereto to the Trustee, without service charge, a new Security in global form in
\na denomination equal to and in exchange for the unredeemed portion of the
\nprincipal of the Security in global form so surrendered.<\/p>\n

Section 11.8. Cancellation and Destruction of Securities<\/u>. All
\nSecurities redeemed and paid pursuant to the provisions of this Article 11 shall
\nbe disposed of, as provided in Section 3.9, and, except in the case of partial
\nredemption of any Security, no Security shall be issued under this Indenture in
\nlieu thereof.<\/p>\n

ARTICLE 12<\/strong><\/p>\n

SINKING FUNDS<\/u><\/strong><\/p>\n

Section 12.1. Applicability of Article<\/u>. The provisions of this Article
\nshall be applicable to any sinking fund for the retirement of Securities of a
\nseries, except as otherwise permitted or required in or pursuant to this
\nIndenture or any Security of such series issued pursuant to this Indenture.<\/p>\n

The minimum amount of any sinking fund payment provided for by the terms of
\nSecurities of any series is herein referred to as a “mandatory sinking fund
\npayment,” and any payment in excess of such minimum amount provided for by the
\nterms of Securities of such series is herein referred to as an “optional sinking
\nfund payment.” If provided for by the terms of Securities of any series, the
\ncash amount of any sinking fund payment may be subject to reduction as provided
\nin Section 12.2. Each sinking fund payment shall be applied to the redemption of
\nSecurities of any series as provided for by the terms of Securities of such
\nseries and this Indenture.<\/p>\n

Section 12.2. Satisfaction of Sinking Fund Payments with Securities<\/u>.
\nThe Company may, in satisfaction of all or any part of any sinking fund payment
\nwith respect to the Securities of any series to be made pursuant to the terms of
\nsuch Securities (1) deliver Outstanding Securities of such series (other than\n<\/p>\n

-61-<\/p>\n

any of such Securities previously called for redemption or any of such
\nSecurities in respect of which cash shall have been released to the Company),
\ntogether in the case of any Bearer Securities of such series with all unmatured
\nCoupons appertaining thereto, and (2) apply as a credit Securities of such
\nseries which have been redeemed either at the election of the Company pursuant
\nto the terms of such series of Securities or through the application of
\npermitted optional sinking fund payments pursuant to the terms of such
\nSecurities, provided<\/u> that such series of Securities have not been
\npreviously so credited. Such Securities shall be received and credited for such
\npurpose by the Trustee at the Redemption Price specified in such Securities for
\nredemption through operation of the sinking fund and the amount of such sinking
\nfund payment shall be reduced accordingly. If, as a result of the delivery or
\ncredit of Securities of any series in lieu of cash payments pursuant to this
\nSection 12.2, the principal amount of Securities of such series to be redeemed
\nin order to satisfy the remaining sinking fund payment shall be less than
\n$100,000, the Trustee need not call Securities of such series for redemption,
\nexcept upon Company Request, and such cash payment shall be held by the Trustee
\nor a Paying Agent and applied to the next succeeding sinking fund payment,
\nprovided<\/u>, however<\/u>, that the Trustee or such Paying Agent shall at
\nthe request of the Company from time to time pay over and deliver to the Company
\nany cash payment so being held by the Trustee or such Paying Agent upon delivery
\nby the Company to the Trustee of Securities of that series purchased by the
\nCompany having an unpaid principal amount equal to the cash payment requested to
\nbe released to the Company.<\/p>\n

Section 12.3. Redemption of Securities for Sinking Fund<\/u>. Not less than
\n75 days prior to each sinking fund payment date for any series of Securities,
\nthe Company shall deliver to the Trustee an Officers153 Certificate specifying the
\namount of the next, ensuing mandatory sinking fund payment for that series
\npursuant to the terms of that series, the portion thereof, if any, which is to
\nbe satisfied by payment of cash and the portion thereof, if any, which is to be
\nsatisfied by delivering and crediting of Securities of that series pursuant to
\nSection 12.2, and the optional amount, if any, to be added in cash to the next
\nensuing mandatory sinking fund payment, and will also deliver to the Trustee any
\nSecurities to be so credited and not theretofore delivered. If such Officers153
\nCertificate shall specify an optional amount to be added in cash to the next
\nensuing mandatory sinking fund payment, the Company shall thereupon be obligated
\nto pay the amount therein specified. Not less than 60 days before each such
\nsinking fund payment date the Trustee shall select the Securities to be redeemed
\nupon such sinking fund payment date in the manner specified in Section 11.3 and
\ncause notice of the redemption thereof to be given in the name of and at the
\nexpense of the Company in the manner provided in Section 11.4. Such notice
\nhaving been duly given, the redemption of such Securities shall be made upon the
\nterms and in the manner stated in Sections 11.6 and 11.7.<\/p>\n

ARTICLE 13<\/strong><\/p>\n

REPAYMENT AT THE OPTION OF HOLDERS<\/u><\/strong>\n<\/p>\n

Section 13.1. Applicability of Article<\/u>. Securities of any series which
\nare repayable at the option of the Holders thereof before their Stated Maturity
\nshall be repaid in accordance with the terms of the Securities of such series.
\nThe repayment of any principal amount of Securities pursuant to such option of
\nthe Holder to require repayment of Securities before their Stated Maturity, for
\npurposes of Section 3.9, shall not operate as a payment, redemption or
\nsatisfaction of the Indebtedness represented by such Securities unless and until
\nthe Company, at its option, shall deliver or surrender the same to the Trustee
\nwith a directive that such Securities be cancelled. Notwithstanding anything to
\nthe contrary contained in this Section 13.1, in connection with any repayment of
\nSecurities, the Company may arrange for the purchase of any Securities by an
\nagreement with one or more investment bankers or other purchasers to purchase
\nsuch Securities by paying to the Holders of such Securities on or before the
\nclose of business on the repayment date an amount not less than the repayment
\nprice payable by the Company on repayment of such<\/p>\n

-62-<\/p>\n

Securities, and the obligation of the Company to pay the repayment price of
\nsuch Securities shall be satisfied and discharged to the extent such payment is
\nso paid by such purchasers.<\/p>\n

ARTICLE 14<\/strong><\/p>\n

SECURITIES IN FOREIGN CURRENCIES<\/u><\/strong><\/p>\n

Section 14.1. Applicability of Article<\/u>. Whenever this Indenture
\nprovides for any action by, or the determination of any of the rights of,
\nHolders of Securities of any series in which not all of such Securities are
\ndenominated in the same Currency, or any distribution to Holders of Securities,
\nin the absence of any provision to the contrary in the form of Security of any
\nparticular series or pursuant to this Indenture or the Securities, any amount in
\nrespect of any Security denominated in a Currency other than Dollars shall be
\ntreated for any such action or distribution as that amount of Dollars that could
\nbe obtained for such amount on such reasonable basis of exchange and as of the
\nrecord date with respect to Registered Securities of such series (if any) for
\nsuch action, determination of rights or distribution (or, if there shall be no
\napplicable record date, such other date reasonably proximate to the date of such
\naction, determination of rights or distribution) as the Company may specify in a
\nwritten notice to the Trustee.<\/p>\n

ARTICLE 15<\/strong><\/p>\n

MEETINGS OF HOLDERS OF SECURITIES<\/u><\/strong><\/p>\n

Section 15.1. Purposes for Which Meetings May Be Called<\/u>. A meeting of
\nHolders of Securities of any series may be called at any time and from time to
\ntime pursuant to this Article, to make, give or take any request, demand,
\nauthorization, direction, notice, consent, waiver or other Act provided by this
\nIndenture or under applicable law, to be made, given or taken by Holders of
\nSecurities of such series.<\/p>\n

Section 15.2. Call, Notice and Place of Meetings<\/u>.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) The Trustee may at any time call a meeting of Holders of Securities of
\nany series for any purpose specified in Section 15.1, to be held at such time
\nand at such place in the Borough of Manhattan, The City of New York, or, if
\nSecurities of such series have been issued in whole or in part as Bearer
\nSecurities, in London or in such place outside the United States as the Trustee
\nshall determine. Notice of every meeting of Holders of Securities of any series,
\nsetting forth the time and the place of such meeting and in general terms the
\naction proposed to be taken at such meeting, shall be given, in the manner
\nprovided in Section 1.6, not less than 21 nor more than 180 days prior to the
\ndate fixed for the meeting.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) In case at any time the Company (by or pursuant to a Board Resolution) or
\nthe Holders of at least 10% in principal amount of the Outstanding Securities of
\nany series or all series shall have requested the Trustee to call a meeting of
\nthe Holders of Securities of such series or all series, respectively, for any
\npurpose specified in Section 15.1, by written request setting forth in
\nreasonable detail the action proposed to be taken at the meeting, and the
\nTrustee shall not have mailed notice of or made the first publication of the
\nnotice of such meeting within 21 days after receipt of such request (whichever
\nshall be required pursuant to Section 1.6) or shall not thereafter proceed to
\ncause the meeting to be held as provided herein, then the Company or the Holders
\nof Securities of such series in the amount above specified, as the case may be,
\nmay determine the time and the place in the Borough of Manhattan, The City of
\nNew York, or, if Securities of such series are to be issued as Bearer
\nSecurities, in London for such meeting and may call such meeting for such
\npurposes by giving notice thereof as provided in clause (1) of this Section.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-63-<\/p>\n

Section 15.3. Persons Entitled to Vote at Meetings<\/u>. To be entitled to
\nvote at any meeting of Holders of Securities of any series, a Person shall be
\n(1) a Holder of one or more Outstanding Securities of such series, or (2) a
\nPerson appointed by an instrument in writing as proxy for a Holder or Holders of
\none or more Outstanding Securities of such series by such Holder or Holders. The
\nonly Persons who shall be entitled to be present or to speak at any meeting of
\nHolders of Securities of any series shall be the Persons entitled to vote at
\nsuch meeting and their counsel, any representatives of the Trustee and its
\ncounsel, and any representatives of the Company and its counsel.<\/p>\n

Section 15.4. Quorum; Action<\/u>. The Persons entitled to vote a majority
\nin aggregate principal amount of the Outstanding Securities of the relevant
\nseries shall constitute a quorum for any meeting of Holders of Securities of
\nsuch series. In the absence of a quorum within 30 minutes after the time
\nappointed for any such meeting, the meeting shall, if convened at the request of
\nHolders of Securities of such series, be dissolved. In any other case the
\nmeeting may be adjourned for a period of not less than 10 days as determined by
\nthe chairman of the meeting prior to the adjournment of such meeting. In the
\nabsence of a quorum at any reconvened meeting, such reconvened meeting may be
\nfurther adjourned for a period of not less than 10 days as determined by the
\nchairman of the meeting prior to the adjournment of such reconvened meeting.
\nNotice of the reconvening of any adjourned meeting shall be given as provided in
\nSection 15.2(1), except that such notice need be given only once not less than
\nfive days prior to the date on which the meeting is scheduled to be reconvened.
\nNotice of the reconvening of an adjourned meeting shall state expressly the
\npercentage, as provided above, of the principal amount of the Outstanding
\nSecurities of such series which shall constitute a quorum.<\/p>\n

Except as limited by the proviso to Section 9.2, any resolution presented to
\na meeting or adjourned meeting duly reconvened at which a quorum is present as
\naforesaid may be adopted only by the affirmative vote of the Holders of a
\nmajority in principal amount of the Outstanding Securities of that series;
\nprovided<\/u>, however<\/u>, that, except as limited by the proviso to
\nSection 9.2, any resolution with respect to any request, demand, authorization,
\ndirection, notice, consent, waiver or other Act which this Indenture expressly
\nprovides may be made, given or taken by the Holders of a specified percentage,
\nwhich is less than a majority, in principal amount of the Outstanding Securities
\nof a series may be adopted at a meeting or an adjourned meeting duly reconvened
\nand at which a quorum is present as aforesaid by the affirmative vote of the
\nHolders of such specified percentage in principal amount of the Outstanding
\nSecurities of such series.<\/p>\n

Except as limited by the proviso to Section 9.2, any resolution passed or
\ndecision taken at any meeting of Holders of Securities of any series duly held
\nin accordance with this Section shall be binding on all the Holders of
\nSecurities of such series and the Coupons appertaining thereto, whether or not
\nsuch Holders were present or represented at the meeting.<\/p>\n

Section 15.5. Determination of Voting Rights; Conduct and Adjournment of
\nMeetings<\/u>.<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(1) Notwithstanding any other provisions of this Indenture, the Trustee may
\nmake such reasonable regulations as it may deem advisable for any meeting of
\nHolders of Securities of such series in regard to proof of the holding of
\nSecurities of such series and of the appointment of proxies and in regard to the
\nappointment and duties of inspectors of votes, the submission and examination of
\nproxies, certificates and other evidence of the right to vote, and such other
\nmatters concerning the conduct of the meeting as it shall deem appropriate.
\nExcept as otherwise permitted or required by any such regulations, the holding
\nof Securities shall be proved in the manner specified in Section 1.4 and the
\nappointment of any proxy shall be proved in the manner specified in Section 1.4
\nor by having the signature of the person executing the proxy witnessed or
\nguaranteed by any trust company, bank or banker authorized by Section 1.4 to
\ncertify to the holding of Bearer Securities. Such regulations may provide that
\nwritten instruments appointing proxies,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-64-<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

regular on their face, may be presumed valid and genuine without the proof
\nspecified in Section 1.4 or other proof.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(2) The Trustee shall, by an instrument in writing, appoint a temporary
\nchairman of the meeting, unless the meeting shall have been called by the
\nCompany or by Holders of Securities as provided in Section 15.2(2), in which
\ncase the Company or the Holders of Securities of the series calling the meeting,
\nas the case may be, shall in like manner appoint a temporary chairman. A
\npermanent chairman and a permanent secretary of the meeting shall be elected by
\nvote of the Persons entitled to vote a majority in principal amount of the
\nOutstanding Securities of such series represented at the meeting.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(3) At any meeting, each Holder of a Security of such series or proxy shall
\nbe entitled to one vote for each $1,000 principal amount of Securities of such
\nseries held or represented by him or such other amount established pursuant to
\nSection 3.1; provided<\/u>, however<\/u>, that no vote shall be cast or
\ncounted at any meeting in respect of any Security challenged as not Outstanding
\nand ruled by the chairman of the meeting to be not Outstanding. The chairman of
\nthe meeting shall have no right to vote, except as a Holder of a Security of
\nsuch series or proxy.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(4) Any meeting of Holders of Securities of any series duly called pursuant
\nto Section 15.2 at which a quorum is present may be adjourned from time to time
\nby Persons entitled to vote a majority in principal amount of the Outstanding
\nSecurities of such series represented at the meeting; and the meeting may be
\nheld as so adjourned without further notice.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 15.6. Counting Votes and Recording Action of Meetings<\/u>. The
\nvote upon any resolution submitted to any meeting of Holders of Securities of
\nany series shall be by written ballots on which shall be subscribed the
\nsignatures of the Holders of Securities of such series or of their
\nrepresentatives by proxy and the principal amounts and serial numbers of the
\nOutstanding Securities of such series held or represented by them. The permanent
\nchairman of the meeting shall appoint two inspectors of votes who shall count
\nall votes cast at the meeting for or against any resolution and who shall make
\nand file with the secretary of the meeting their verified written reports in
\ntriplicate of all votes cast at the meeting. A record, at least in triplicate,
\nof the proceedings of each meeting of Holders of Securities of any series shall
\nbe prepared by the secretary of the meeting and there shall be attached to said
\nrecord the original reports of the inspectors of votes on any vote by ballot
\ntaken thereat and affidavits by one or more persons having knowledge of the
\nfacts setting forth a copy of the notice of the meeting and showing that said
\nnotice was given as provided in Section 15.2 and, if applicable, Section 15.4.
\nEach copy shall be signed and verified by the affidavits of the permanent
\nchairman and secretary of the meeting and one such copy shall be delivered to
\nthe Company, and another to the Trustee to be preserved by the Trustee, the
\nlatter to have attached thereto the ballots voted at the meeting. Any record so
\nsigned and verified shall be conclusive evidence of the matters therein stated.\n<\/p>\n

Section 15.7. Preservation of Rights of Trustee and Holders<\/u>. Nothing
\ncontained in this Article 15 shall be deemed or construed to authorize or
\npermit, by reason of any call of a meeting of Holders of any or all series or
\nany rights expressly or impliedly conferred hereunder to make such call, any
\nhindrance or delay in the exercise of any right or rights conferred upon or
\nreserved to the Trustee or to the Holders of any or all series under any of the
\nprovisions of this Indenture or of such series of Securities.<\/p>\n

-65-<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
\nexecuted, as of the date first above written<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

CIT GROUP INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Glenn A. Votek<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Glenn A. Votek<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Executive Vice President & Treasurer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Maria Inoa<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Maria Inoa<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Associate<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Sue Kim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Sue Kim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Associate<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

APPENDIX A<\/p>\n

PROVISIONS RELATING TO INITIAL SECURITIES
\nAND EXCHANGE SECURITIES<\/u><\/p>\n

1. Definitions<\/u>.<\/p>\n

1.1 Definitions<\/u>.<\/p>\n

For the purposes of this Appendix the following terms shall have the meanings
\nindicated below:<\/p>\n

“Applicable Procedures<\/u>” means, with respect to any transfer or
\ntransaction involving a Regulation S Global Security or beneficial interest
\ntherein, the rules and procedures of the Depository for such a Regulation S
\nGlobal Security, to the extent applicable to such transaction and as in effect
\nfrom time to time.<\/p>\n

“Definitive Security<\/u>” means a certificated Initial Security or
\nExchange Security bearing, if required, the appropriate restricted securities
\nlegend set forth in Section 2.3(e) of this Appendix.<\/p>\n

“Depository<\/u>” means The Depository Trust Company, its nominees and
\ntheir respective successors.<\/p>\n

“Distribution Compliance Period<\/u>“, with respect to any Securities,
\nmeans the period of 40 consecutive days beginning on and including the later of
\n(i) the day on which such Securities are first offered to Persons other than
\ndistributors (as defined in Regulation S under the Securities Act) in reliance
\non Regulation S and (ii) the issue date with respect to such Securities.<\/p>\n

“Exchange Securities<\/u>” means (1) the Securities issued pursuant to the
\nIndenture in connection with a Registered Exchange Offer pursuant to a
\nRegistration Rights Agreement and (2) Additional Securities, if any, issued
\npursuant to a registration statement filed with the SEC under the Securities
\nAct.<\/p>\n

“IAI<\/u>” means an institutional “accredited investor”, as defined in Rule
\n501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act.<\/p>\n

“Initial Purchasers<\/u>” means (1) with respect to the Initial Securities
\nissued on the Issue Date, the Persons purchasing such Initial Securities under
\nthe related purchase agreement and (2) with respect to each issuance of
\nAdditional Securities, the Persons purchasing such Additional Securities under
\nthe related purchase agreement.<\/p>\n

“Initial Securities<\/u>” means (1) Securities, issued in a transaction
\nexempt from the registration requirements of the Securities Act, and (2)
\nAdditional Securities, if any, issued in a transaction exempt from the
\nregistration requirements of the Securities Act.<\/p>\n

“QIB<\/u>” means a “qualified institutional buyer” as defined in Rule 144A.\n<\/p>\n

“Registered Exchange Offer<\/u>” means the offer by the Company and the
\nguarantors, if any, pursuant to a Registration Rights Agreement, to certain
\nHolders of Initial Securities, to issue and deliver to such Holders, in exchange
\nfor the Initial Securities, a like aggregate principal amount of Exchange
\nSecurities registered under the Securities Act.<\/p>\n

APPENDIX A-10<\/p>\n

“Registration Rights Agreement<\/u>” means (1) with respect to each
\nissuance of Securities issued in a transaction exempt from the registration
\nrequirements of the Securities Act, the registration rights agreement, if any,
\namong the Company and the Initial Purchasers of such Securities and (2) with
\nrespect to each issuance of Additional Securities issued in a transaction exempt
\nfrom the registration requirements of the Securities Act, the registration
\nrights agreement, if any, among the Company and the Initial Purchasers of such
\nAdditional Securities.<\/p>\n

“Rule 144A Securities<\/u>” means all Securities offered and sold to QIBs
\nin reliance on Rule 144A.<\/p>\n

“Securities<\/u>” means the Initial Securities and the Exchange Securities,
\ntreated as a single class.<\/p>\n

“Securities Act<\/u>” means the Securities Act of 1933.<\/p>\n

“Securities Custodian<\/u>” means the custodian with respect to a Global
\nSecurity (as appointed by the Depository), or any successor Person thereto and
\nshall initially be the Trustee.<\/p>\n

“Shelf Registration Statement<\/u>” means the registration statement issued
\nby the Company in connection with the offer and sale of Initial Securities
\npursuant to a Registration Rights Agreement.<\/p>\n

“Transfer Restricted Securities<\/u>” means Securities that bear or are
\nrequired to bear the legend relating to restrictions on transfer relating to the
\nSecurities Act set forth in Section 2.3(e) of this Appendix.<\/p>\n

1.2 Other Definitions<\/u>.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/p>\n<\/td>\n

<\/td>\n\n

Defined
\nin Section:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

“Agent Members”<\/p>\n<\/td>\n

<\/td>\n\n

2.1(b)<\/p>\n<\/td>\n<\/tr>\n

\n

“Global Securities”<\/p>\n<\/td>\n

<\/td>\n\n

2.1(a)<\/p>\n<\/td>\n<\/tr>\n

\n

“IAI Global Security”<\/p>\n<\/td>\n

<\/td>\n\n

2.1(a)<\/p>\n<\/td>\n<\/tr>\n

\n

“Regulation S”<\/p>\n<\/td>\n

<\/td>\n\n

2.1(a)<\/p>\n<\/td>\n<\/tr>\n

\n

“Regulation S Global Security”<\/p>\n<\/td>\n

<\/td>\n\n

2.1(a)<\/p>\n<\/td>\n<\/tr>\n

\n

“Rule 144A”<\/p>\n<\/td>\n

<\/td>\n\n

2.1(a)<\/p>\n<\/td>\n<\/tr>\n

\n

“Rule 144A Global Security”<\/p>\n<\/td>\n

<\/td>\n\n

2.1(a)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2. The Securities<\/u>.<\/p>\n

2.1 (a) Form and Dating<\/u>. The Initial Securities will be offered and
\nsold by the Company to the Initial Purchasers. The Initial Securities will be
\nresold initially only to (i) QIBs in reliance on Rule 144A under the Securities
\nAct (“Rule 144A<\/u>“) and (ii) Persons other than U.S. Persons (as defined in
\nRegulation S) in reliance on Regulation S under the Securities Act
\n(“Regulation S<\/u>“). Initial Securities may thereafter be transferred to,
\namong others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to
\nthe restrictions on transfer set forth herein. Initial Securities initially
\nresold pursuant to Rule 144A shall be issued initially in the form of one or
\nmore permanent global Securities in definitive, fully registered form
\n(collectively, the “Rule 144A Global Security<\/u>“) and Initial Securities
\ninitially resold pursuant to Regulation S shall be issued initially in the form
\nof one or more global securities in fully registered form (collectively, the
\n“Regulation S Global Security<\/u>“), in each case without interest coupons
\nand with the global securities legend and the applicable restricted securities
\nlegend, which shall be deposited on behalf of the purchasers of the Initial
\nSecurities represented thereby with the Securities Custodian and registered in
\nthe name of the Depository or a nominee of the Depository, duly executed by the
\nCompany and authenticated by the Trustee as provided in the Indenture. At such
\ntime Securities are transferred to one or more IAIs, one or more global
\nsecurities in fully registered form (collectively, the “IAI Global Se-<\/u>\n<\/p>\n

APPENDIX A-2<\/p>\n

curity<\/u>“) without interest coupons and with the global securities
\nlegend and the applicable restricted securities legend shall also be issued and
\ndeposited with the Securities Custodian and registered in the name of the
\nDepository or a nominee of the Depository, duly executed by the Company and
\nauthenticated by the Trustee as provided in the Indenture to accommodate
\ntransfers of beneficial interests in the Initial Securities to IAIs subsequent
\nto the initial distribution.<\/p>\n

Beneficial interests in Regulation S Global Securities or IAI Global
\nSecurities may be exchanged for interests in Rule 144A Global Securities if (1)
\nsuch exchange occurs in connection with a transfer of Securities in compliance
\nwith Rule 144A and (2) the transferor of the beneficial interest in the
\nRegulation S Global Security (if such transfer is during the Distribution
\nCompliance Period) or the IAI Global Security, as applicable, first delivers to
\nthe Trustee a written certificate to the effect that the beneficial interest in
\nthe Regulation S Global Security or the IAI Global Security, as applicable, is
\nbeing transferred to a Person (a) who the transferor reasonably believes to be a
\nQIB, (b) purchasing for its own account or the account of a QIB in a transaction
\nmeeting the requirements of Rule 144A and (c) in accordance with all applicable
\nsecurities laws of the States of the United States and other jurisdictions.<\/p>\n

Beneficial interests in Regulation S Global Securities and Rule 144A Global
\nSecurities may be exchanged for an interest in IAI Global Securities if (1) such
\nexchange occurs in connection with a transfer of the securities in compliance
\nwith an exemption under the Securities Act and (2) the transferor of the
\nRegulation S Global Security or Rule 144A Global Security, as applicable, first
\ndelivers to the Trustee a written certificate (substantially in the form of
\nExhibit C to the Indenture) to the effect that (A) the Regulation S Global
\nSecurity or Rule 144A Global Security, as applicable, is being transferred (a)
\nto an “accredited investor<\/u>” within the meaning of 501(a)(1),(2),(3) and
\n(7) under the Securities Act that is an institutional investor acquiring the
\nsecurities for its own account or for the account of such an institutional
\naccredited investor, in each case in a minimum principal amount of the
\nsecurities of $250,000, for investment purposes and not with a view to or for
\noffer or sale in connection with any distribution in violation of the Securities
\nAct and (B) in accordance with all applicable securities laws of the States of
\nthe United States and other jurisdictions.<\/p>\n

Beneficial interests in a Rule 144A Global Security or an IAI Global Security
\nmay be transferred to a Person who takes delivery in the form of an interest in
\na Regulation S Global Security, whether before or after the expiration of the
\nDistribution Compliance Period, only if the transferor first delivers to the
\nTrustee a written certificate (in the form provided in the Indenture) to the
\neffect that such transfer is being made in accordance with Rule 903 or 904 of
\nRegulation S or Rule 144 (if applicable).<\/p>\n

The Rule 144A Global Security, the IAI Global Security and the Regulation S
\nGlobal Security are collectively referred to herein as “Global
\nSecurities<\/u>“. The aggregate principal amount of the Global Securities may
\nfrom time to time be increased or decreased by adjustments made on the records
\nof the Trustee and the Depository or its nominee as hereinafter provided.<\/p>\n

(b) Book-Entry Provisions<\/u>. This Section 2.1(b) shall apply only to a
\nGlobal Security deposited with or on behalf of the Depository.<\/p>\n

The Company shall execute and the Trustee, upon receipt of a Company Order in
\nthe form of an Officers153 Certificate, shall, in accordance with this Section
\n2.1(b), authenticate and deliver initially one or more Global Securities that
\n(a) shall be registered in the name of the Depository for such Global Security
\nor Global Securities or the nominee of such Depository and (b) shall be
\ndelivered by the Trustee to such Depository or pursuant to such Depository153s
\ninstructions or held by the Trustee as custodian for the Depository.<\/p>\n

APPENDIX A-3<\/p>\n

Members of, or participants in, the Depository (“Agent Members<\/u>“) shall
\nhave no rights under the Indenture with respect to any Global Security held on
\ntheir behalf by the Depository or by the Trustee as the custodian of the
\nDepository or under such Global Security, and the Company, the Trustee and any
\nagent of the Company or the Trustee shall be entitled to treat the Depository as
\nthe absolute owner of such Global Security for all purposes whatsoever.
\nNotwithstanding the foregoing, nothing herein shall prevent the Company, the
\nTrustee or any agent of the Company or the Trustee from giving effect to any
\nwritten certification, proxy or other authorization furnished by the Depository
\nor impair, as between the Depository and its Agent Members, the operation of
\ncustomary practices of such Depository governing the exercise of the rights of a
\nholder of a beneficial interest in any Global Security.<\/p>\n

(c) Definitive Securities<\/u>. Except as provided in this Section 2.1 or
\nSection 2.3 or 2.4 of this Appendix, owners of beneficial interests in Global
\nSecurities shall not be entitled to receive physical delivery of Definitive
\nSecurities.<\/p>\n

2.2 Authentication<\/u>. The Trustee shall authenticate and deliver: (1) on
\nthe Issue Date, the applicable series of Securities, (2) any Additional
\nSecurities for an original issue in an aggregate principal amount specified in a
\nCompany Order pursuant to Section 3.1 of the Indenture and (3) Exchange
\nSecurities for issue only in a Registered Exchange Offer pursuant to a
\nRegistration Rights Agreement, for a like principal amount of Initial
\nSecurities, in each case upon a Company Order. Such order shall specify the
\namount of the Securities to be authenticated and the date on which the original
\nissue of Securities is to be authenticated.<\/p>\n

2.3 Transfer and Exchange<\/u>.<\/p>\n

(a) Transfer and Exchange of Definitive Securities<\/u>. When Definitive
\nSecurities are presented to the Security Registrar with a request:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

\n

to register the transfer of such Definitive Securities; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(y)<\/p>\n<\/td>\n

\n

to exchange such Definitive Securities for an equal principal amount of
\nDefinitive Securities of other authorized denominations,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

the Security Registrar shall register the transfer or make the exchange as
\nrequested if its reasonable requirements for such transaction are met;
\nprovided<\/u>, however<\/u>, that the Definitive Securities surrendered for
\ntransfer or exchange:<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(i) shall be duly endorsed or accompanied by a written instrument of transfer
\nin form reasonably satisfactory to the Company and the Security Registrar, duly
\nexecuted by the Holder thereof or its attorney duly authorized in writing; and\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii) if such Definitive Securities are required to bear a restricted
\nsecurities legend, are being transferred or exchanged pursuant to an effective
\nregistration statement under the Securities Act, pursuant to Section 2.3(b) of
\nthis Appendix or pursuant to clause (A), (B) or (C) below, and are accompanied
\nby the following additional information and documents, as applicable:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(A) if such Definitive Securities are being delivered to the Security
\nRegistrar by a Holder for registration in the name of such Holder, without
\ntransfer, a certification from such Holder to that effect; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(B) if such Definitive Securities are being transferred to the Company, a
\ncertification to that effect; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

APPENDIX A-4<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/p>\n

(C) if such Definitive Securities are being transferred (x) pursuant to an
\nexemption from registration in accordance with Rule 144A, Regulation S or Rule
\n144 under the Securities Act or (y) in reliance upon another exemption from the
\nrequirements of the Securities Act: (1) a certification to that effect (in the
\nform set forth on the reverse of the Security) and (2) if the Company so
\nrequests, an opinion of counsel or other evidence reasonably satisfactory to it
\nas to the compliance with the restrictions set forth in the legend set forth in
\nSection 2.3(e)(i) of this Appendix.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(b) Restrictions on Transfer of a Definitive Security for a Beneficial
\nInterest in a Global Security<\/u>. A Definitive Security may not be exchanged
\nfor a beneficial interest in a Rule 144A Global Security, an IAI Global Security
\nor a Regulation S Global Security except upon satisfaction of the requirements
\nset forth below. Upon receipt by the Trustee of a Definitive Security, duly
\nendorsed or accompanied by appropriate instruments of transfer, together with:\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(i) certification, in the form set forth on the reverse of the Security, that
\nsuch Definitive Security is either (A) being transferred to a QIB in accordance
\nwith Rule 144A, (B) being transferred to an IAI or (C) being transferred after
\nexpiration of the Distribution Compliance Period by a Person who initially
\npurchased such Security in reliance on Regulation S to a buyer who elects to
\nhold its interest in such Security in the form of a beneficial interest in the
\nRegulation S Global Security; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

(ii) written instructions directing the Trustee to make, or to direct the
\nSecurities Custodian to make, an adjustment on its books and records with
\nrespect to such Rule 144A Global Security (in the case of a transfer pursuant to
\nclause (b)(i)(A)), IAI Global Security (in the case of a transfer pursuant to
\nclause (b)(i)(B)) or Regulation S Global Security (in the case of a transfer
\npursuant to clause (b)(i)(C)) to reflect an increase in the aggregate principal
\namount of the Securities represented by the Rule 144A Global Security, IAI
\nGlobal Security or Regulation S Global Security, as applicable, such
\ninstructions to contain information regarding the Depository account to be
\ncredited with such increase, then the Trustee shall cancel such Definitive
\nSecurity and cause, or direct the Securities Custodian to cause, in accordance
\nwith the standing instructions and procedures existing between the Depository
\nand the Securities Custodian, the aggregate principal amount of Securities
\nrepresented by the Rule 144A Global Security, IAI Global Security or Regulation
\nS Global Security, as applicable, to be increased by the aggregate principal
\namount of the Definitive Security to be exchanged and shall credit or cause to
\nbe credited to the account of the Person specified in such instructions a
\nbeneficial interest in the Rule 144A Global Security, IAI Global Security or
\nRegulation S Global Security, as applicable, equal to the principal amount of
\nthe Definitive Security so canceled. If no Rule 144A Global Securities, IAI
\nGlobal Securities or Regulation S Global Securities, as applicable, are then
\noutstanding, the Company shall issue and the Trustee shall authenticate, upon a
\nCompany Order, a new Rule 144A Global Security, IAI Global Security or
\nRegulation S Global Security, as applicable, in the appropriate principal
\namount.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(c) Transfer and Exchange of Global Securities<\/u>.<\/p>\n

(i) The transfer and exchange of Global Securities or beneficial interests
\ntherein shall be effected through the Depository, in accordance with the
\nIndenture (including applicable restrictions on transfer set forth herein, if
\nany) and the procedures of the Depository therefor. A transferor of a beneficial
\ninterest in a Global Security shall deliver to the Security Registrar a written
\norder given in accordance with the Depository153s procedures containing
\ninformation regarding the participant account of the Depository to be credited
\nwith a beneficial interest in the Global Security. The Security Registrar shall,
\nin accordance with such instructions instruct the Depository to credit to the
\naccount of the Person specified in<\/p>\n

APPENDIX A-5<\/p>\n

such instructions a beneficial interest in the Global Security and to debit
\nthe account of the Person making the transfer the beneficial interest in the
\nGlobal Security being transferred.<\/p>\n

(ii) If the proposed transfer is a transfer of a beneficial interest in one
\nGlobal Security to a beneficial interest in another Global Security, the
\nSecurity Registrar shall reflect on its books and records the date and an
\nincrease in the principal amount of the Global Security to which such interest
\nis being transferred in an amount equal to the principal amount of the interest
\nto be so transferred, and the Security Registrar shall reflect on its books and
\nrecords the date and a corresponding decrease in the principal amount of the
\nGlobal Security from which such interest is being transferred.<\/p>\n

(iii) Notwithstanding any other provisions of this Appendix (other than the
\nprovisions set forth in Section 2.4) of this Appendix, a Global Security may not
\nbe transferred as a whole except by the Depository to a nominee of the
\nDepository or by a nominee of the Depository to the Depository or another
\nnominee of the Depository or by the Depository or any such nominee to a
\nsuccessor Depository or a nominee of such successor Depository.<\/p>\n

(iv) In the event that a Global Security is exchanged for Definitive
\nSecurities pursuant to Section 2.4 of this Appendix, prior to the consummation
\nof a Registered Exchange Offer or the effectiveness of a Shelf Registration
\nStatement with respect to such Securities, such Securities may be exchanged only
\nin accordance with such procedures as are substantially consistent with the
\nprovisions of this Section 2.3 (including the certification requirements set
\nforth on the reverse of the Initial Securities intended to ensure that such
\ntransfers comply with Rule 144A, Regulation S or another applicable exemption
\nunder the Securities Act, as the case may be) and such other procedures as may
\nfrom time to time be adopted by the Company.<\/p>\n

(d) Restrictions on Transfer of Regulation S Global Securities<\/u>. (i)
\nPrior to the expiration of the Distribution Compliance Period, beneficial
\nownership interests in the Regulation S Global Security may only be sold,
\npledged or transferred in accordance with the Applicable Procedures and only (A)
\nto the Company, (B) so long as such security is eligible for resale pursuant to
\nRule 144A, to a person whom the selling holder reasonably believes is a QIB that
\npurchases for its own account or for the account of a QIB to whom notice is
\ngiven that the resale, pledge or transfer is being made in reliance on Rule
\n144A, (C) to a non-U.S. Person in an offshore transaction in accordance with
\nRegulation S, (D) pursuant to an exemption from registration under the
\nSecurities Act provided by Rule 144 (if applicable), (E) to an IAI purchasing
\nfor its own account, or for the account of such an IAI, in a minimum principal
\namount of Securities of $250,000 or (F) pursuant to an effective registration
\nstatement under the Securities Act, in each case in accordance with any
\napplicable securities laws of any State of the United States. Prior to the
\nexpiration of the Distribution Compliance Period, transfers by an owner of a
\nbeneficial interest in the Regulation S Global Security to a transferee who
\ntakes delivery of such interest through the Rule 144A Global Security or the IAI
\nGlobal Security shall be made only in accordance with Applicable Procedures and
\nupon receipt by the Trustee of a written certification from the transferor of
\nthe beneficial interest in the form provided on the reverse of the Initial
\nSecurity to the effect that such transfer is being made to (1) a QIB within the
\nmeaning of Rule 144A in a transaction meeting the requirements of Rule 144A or
\n(2) an IAI purchasing for its own account, or for the account of such an IAI, in
\na minimum principal amount of the Securities of $250,000. Such written
\ncertification shall no longer be required after the expiration of the
\nDistribution Compliance Period.<\/p>\n

(e) Legend<\/u>.<\/p>\n

(i) Except as permitted by the following paragraphs (ii), (iii) and (iv),
\neach Security certificate evidencing the Global Securities (and all Securities
\nissued in exchange therefor or in substitution thereof) shall bear a legend in
\nsubstantially the following form:<\/p>\n

APPENDIX A-6<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/p>\n

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
\nTRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
\nSECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT<\/u>“), AND THE
\nSECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
\nTHE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
\nPURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
\nMAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
\nSECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
\nEVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
\nMAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS
\nA QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
\nACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A
\nTRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c)
\nOUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
\nREQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH
\nANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
\nBASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE
\nCOMPANY, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
\nCASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
\nUNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND
\nEACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
\nSECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A)
\nABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION
\nPROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each certificate evidencing a Security offered in reliance on Regulation S
\nshall, in addition to the foregoing, bear a legend in substantially the
\nfollowing form:<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
\nUNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO,
\nOR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN
\nAVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
\nALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN
\nTO THEM IN REGULATION S UNDER THE SECURITIES ACT.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Definitive Security shall also bear the following additional legend:\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY
\nREGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
\nTRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
\nTHE FOREGOING RESTRICTIONS.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

APPENDIX A-7<\/p>\n

(ii) Upon any sale or transfer of a Transfer Restricted Security (including
\nany Transfer Restricted Security represented by a Global Security) pursuant to
\nRule 144 under the Securities Act, the Security Registrar shall permit the
\ntransferee thereof to exchange such Transfer Restricted Security for a
\ncertificated Security that does not bear the legend set forth above and rescind
\nany restriction on the transfer of such Transfer Restricted Security, if the
\ntransferor thereof certifies in writing to the Security Registrar that such sale
\nor transfer was made in reliance on Rule 144 (such certification to be in the
\nform set forth on the reverse of the Security).<\/p>\n

(iii) After a transfer of any Initial Securities pursuant to and during the
\nperiod of the effectiveness of a Shelf Registration Statement with respect to
\nsuch Initial Securities, all requirements pertaining to legends on such Initial
\nSecurity will cease to apply, the requirements requiring any such Initial
\nSecurity issued to certain Holders be issued in global form will cease to apply,
\nand a certificated Initial Security or an Initial Security in global form, in
\neach case without restrictive transfer legends, will be available to the
\ntransferee of the Holder of such Initial Securities upon exchange of such
\ntransferring Holder153s certificated Initial Security or directions to transfer
\nsuch Holder153s interest in the Global Security, as applicable.<\/p>\n

(iv) Upon the occurrence of the Registered Exchange Offer in accordance with
\nthe Registration Rights Agreement, the Issuer shall issue and, upon receipt of a
\nCompany Order in accordance with Section 2.2 of this Appendix, the Trustee shall
\nauthenticate, one or more Global Securities not bearing the restricted
\nsecurities legend in an aggregate principal amount equal to the principal amount
\nof the beneficial interests in the Global Securities that are Initial Securities
\ntendered for acceptance in accordance with the Registered Exchange Offer and
\naccepted for exchange in the Registered Exchange Offer. Concurrently with the
\nissuance of such Global Securities, the Security Registrar shall cause the
\naggregate principal amount of the applicable Initial Securities to be reduced
\naccordingly, and the Security Registrar shall deliver to the Persons designated
\nby the Holders of the Initial Securities so accepted Global Securities not
\nbearing the restricted securities legend in the appropriate principal amount.
\nUpon the consummation of a Registered Exchange Offer with respect to the Initial
\nSecurities, all requirements pertaining to such Initial Securities that Initial
\nSecurities issued to certain Holders be issued in global form will still apply
\nwith respect to Holders of such Initial Securities that do not exchange their
\nInitial Securities, and Exchange Securities in certificated or global form, in
\neach case without the restricted securities legend set forth in Exhibit 1 hereto
\nwill be available to Holders that exchange such Initial Securities in such
\nRegistered Exchange Offer.<\/p>\n

(f) Cancellation or Adjustment of Global Security<\/u>. At such time as all
\nbeneficial interests in a Global Security have either been exchanged for
\nDefinitive Securities, redeemed, purchased or canceled, such Global Security
\nshall be returned to the Depository for cancellation or retained and canceled by
\nthe Trustee. At any time prior to such cancellation, if any beneficial interest
\nin a Global Security is exchanged for Definitive Securities, redeemed, purchased
\nor canceled, the principal amount of Securities represented by such Global
\nSecurity shall be reduced and an adjustment shall be made on the books and
\nrecords of the Trustee (if it is then the Securities Custodian for such Global
\nSecurity) with respect to such Global Security, by the Trustee or the Securities
\nCustodian, to reflect such reduction.<\/p>\n

(g) No Obligation of the Trustee<\/u>.<\/p>\n

(i) The Trustee shall have no responsibility or obligation to any beneficial
\nowner of a Global Security, a member of, or a participant in the Depository or
\nother Person with respect to the accuracy of the records of the Depository or
\nits nominee or of any participant or member thereof, with respect to any
\nownership interest in the Securities or with respect to the delivery to any
\nparticipant, member, beneficial owner or other Person (other than the
\nDepository) of any notice (including any notice of redemption) or the payment of
\nany amount, under or with respect to such Securities. All notices and
\ncommunications to<\/p>\n

APPENDIX A-8<\/p>\n

be given to the Holders and all payments to be made to Holders under the
\nSecurities shall be given or made only to or upon the order of the registered
\nHolders (which shall be the Depository or its nominee in the case of a Global
\nSecurity). The rights of beneficial owners in any Global Security shall be
\nexercised only through the Depository subject to the applicable rules and
\nprocedures of the Depository. The Trustee may rely and shall be fully protected
\nin relying upon information furnished by the Depository with respect to its
\nmembers, participants and any beneficial owners.<\/p>\n

(ii) The Trustee shall have no obligation or duty to monitor, determine or
\ninquire as to compliance with any restrictions on transfer imposed under the
\nIndenture or under applicable law with respect to any transfer of any interest
\nin any Security (including any transfers between or among Depository
\nparticipants, members or beneficial owners in any Global Security) other than to
\nrequire delivery of such certificates and other documentation or evidence as are
\nexpressly required by, and to do so if and when expressly required by, the terms
\nof the Indenture, and to examine the same to determine substantial compliance as
\nto form with the express requirements hereof.<\/p>\n

2.4 Definitive Securities<\/u>.<\/p>\n

(a) A Global Security deposited with the Depository or with the Trustee as
\nSecurities Custodian for the Depository pursuant to Section 2.1 of this Appendix
\nshall be transferred to the beneficial owners thereof in the form of Definitive
\nSecurities in an aggregate principal amount equal to the principal amount of
\nsuch Global Security, in exchange for such Global Security, only if such
\ntransfer complies with Section 2.3 of this Appendix and (i) the Depository
\nnotifies the Company that it is unwilling or unable to continue as Depository
\nfor such Global Security and the Depository fails to appoint a successor
\ndepository or if at any time such Depository ceases to be a “clearing
\nagency<\/u>” registered under the Exchange Act and, in either case, a successor
\ndepository is not appointed by the Company within 90 days of such notice, or
\n(ii) an Event of Default has occurred and is continuing or (iii) the Company, in
\nits sole discretion, notifies the Trustee in writing that it elects to cause the
\nissuance of Definitive Securities under the Indenture.<\/p>\n

(b) Any Global Security that is transferable to the beneficial owners thereof
\npursuant to this Section 2.4 shall be surrendered by the Depository to the
\nTrustee located at its Corporate Trust Office, to be so transferred, in whole or
\nfrom time to time in part, without charge, and the Trustee shall authenticate
\nand deliver, upon such transfer of each portion of such Global Security, an
\nequal aggregate principal amount of Definitive Securities of authorized
\ndenominations. Any portion of a Global Security transferred pursuant to this
\nSection 2.4 shall be executed, authenticated and delivered only in denominations
\nof $2,000 principal amount and any integral multiples of $1,000 in excess
\nthereof and registered in such names as the Depository shall direct. Any
\nDefinitive Security delivered in exchange for an interest in the Transfer
\nRestricted Security shall, except as otherwise provided by Section 2.3(e) of
\nthis Appendix, bear the applicable restricted securities legend and definitive
\nsecurities legend set forth in Section 2.3(e) of this Appendix.<\/p>\n

(c) Subject to the provisions of Section 2.4(b) of this Appendix, the
\nregistered Holder of a Global Security shall be entitled to grant proxies and
\notherwise authorize any Person, including Agent Members and Persons that may
\nhold interests through Agent Members, to take any action which a Holder is
\nentitled to take under the Indenture or the Securities.<\/p>\n

(d) In the event of the occurrence of one of the events specified in Section
\n2.4(a) of this Appendix, the Company shall promptly make available to the
\nTrustee a reasonable supply of Definitive Securities in definitive, fully
\nregistered form without interest coupons. In the event that such Definitive
\nSecurities are not issued, the Company expressly acknowledges, with respect to
\nthe right of any Holder to pursue a remedy pursuant to Section 5.7 of the
\nIndenture, the right of any beneficial owner of Securities<\/p>\n

APPENDIX A-9<\/p>\n

to pursue such remedy with respect to the portion of the Global Security that
\nrepresents such beneficial owner153s Securities as if such Definitive Securities
\nhad been issued.<\/p>\n

APPENDIX A-10<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7103],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9560,9566],"class_list":["post-41064","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cit-group-inc","corporate_contracts_industries-financial__credit","corporate_contracts_types-finance","corporate_contracts_types-finance__indenture"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41064","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41064"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41064"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41064"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41064"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}