\n Section 1009. Limitation on Liens…………………………………………………………………… 55
\n ——————-
\n Section 1010. Limitation on Sale and Lease-Back………………………………………………………. 56
\n ———————————
\nARTICLE 11 REDEMPTION OF SECURITIES………………………………………………………………….. 57
\n ————————
\n Section 1101. Applicability of Article………………………………………………………………. 57
\n ————————
\n Section 1102. Election to Redeem; Notice to Trustee…………………………………………………… 57
\n ————————————-
\n Section 1103. Selection by Trustee of Securities to Be Redeemed………………………………………… 57
\n ————————————————-
\n Section 1104. Notice of Redemption………………………………………………………………….. 58
\n ——————–
\n Section 1105. Deposit of Redemption Price……………………………………………………………. 59
\n —————————
\n Section 1106. Securities Payable on Redemption Date…………………………………………………… 59
\n ————————————-
\n Section 1107. Securities Redeemed in Part……………………………………………………………. 59
\n —————————
\nARTICLE 12 SINKING FUNDS……………………………………………………………………………. 60
\n ————-
\n Section 1201. Applicability of Article………………………………………………………………. 60
\n ————————
\n Section 1202. Satisfaction of Sinking Fund Payments with Securities…………………………………….. 60
\n —————————————————–
\n Section 1203. Redemption of Securities for Sinking Fund……………………………………………….. 60
\n —————————————–
\nARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE…………………………………………………………. 61
\n ———————————
\n Section 1301. Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance……….. 61
\n ————————————————————————————–
\n Section 1302. Defeasance and Discharge………………………………………………………………. 61
\n ————————
\n Section 1303. Covenant Defeasance…………………………………………………………………… 61
\n ——————-
\n Section 1304. Conditions to Defeasance or Covenant Defeasance………………………………………….. 62
\n ———————————————–
\n Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions…. 64
\n ———————————————————————————————
\n Section 1306. Reinstatement………………………………………………………………………… 65
\n ————-
\n<\/c><\/s><\/table>\nNOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
\n of the Indenture.<\/p>\n
-iii-<\/p>\n
INDENTURE dated as of November 21, 2001 between NORTHROP GRUMMAN
\nCORPORATION, a corporation duly organized and existing under the laws of the
\nState of Delaware (herein called the “Company”), having its principal office at
\n1840 Century Park East, Los Angeles, California, and JPMORGAN CHASE BANK, a
\ncorporation duly organized and existing under the laws of the State of New York,
\nas Trustee (herein called the “Trustee”), having its Corporate Trust Office at
\n450 West 33rd Street, 15th Floor, New York, NY 10001.<\/p>\n
RECITALS OF THE COMPANY<\/p>\n
The Company has duly authorized the execution and delivery of this
\nIndenture to provide for the issuance from time to time of its unsecured
\ndebentures, notes or other evidences of indebtedness (herein called the
\n“Securities”), to be issued in one or more series as this Indenture provides.<\/p>\n
All things necessary to make this Indenture a valid agreement of
\nthe Company, in accordance with its terms, have been done.<\/p>\n
NOW, THEREFORE, THIS INDENTURE WITNESSETH:<\/p>\n
For and in consideration of the promises and the purchase of the
\nSecurities by the Holders thereof, it is mutually agreed, for the equal and
\nproportionate benefit of all Holders of the Securities or of series thereof, as
\nfollows:<\/p>\n
ARTICLE 1
\n DEFINITIONS AND OTHER PROVISIONS
\n ——————————–
\n OF GENERAL APPLICATION
\n ———————-<\/p>\n
Section 101. Definitions.
\n ———– <\/p>\n
For all purposes of this Indenture, except as otherwise expressly
\nprovided or unless the context otherwise requires:<\/p>\n
(1) the terms defined in this Article have the meanings assigned
\n to them in this Article and include the plural as well as the singular;<\/p>\n
(2) all other terms used herein which are defined in the Trust
\n Indenture Act, either directly or by reference therein, have the meanings
\n assigned to them therein;<\/p>\n
(3) all accounting terms not otherwise defined herein have the
\n meanings assigned to them in accordance with generally accepted accounting
\n principles, and, except as otherwise herein expressly provided, the term
\n “generally accepted accounting principles” with respect to any computation
\n required or permitted hereunder shall mean such accounting principles as
\n are generally accepted at the date hereof;<\/p>\n
-1-<\/p>\n
(4) unless the context otherwise requires, any reference to an
\n “Article” or a “Section” refers to an Article or a Section, as the case may
\n be, of this Indenture; and<\/p>\n
(5) the words “herein,” “hereof,” and “hereunder” and other words
\n of similar import refer to this Indenture as a whole and not to any
\n particular Article, Section or other subdivision.<\/p>\n
“Act,” when used with respect to any Holder, has the meaning
\n specified in Section 104.<\/p>\n
“Affiliate” of any specified Person means any other Person
\n directly or indirectly controlling or controlled by or under direct or
\n indirect common control with such specified Person. For the purposes of
\n this definition, “control” when used with respect to any specified Person
\n means the power to direct the management and policies of such Person,
\n directly or indirectly, whether through the ownership of voting securities,
\n by contract or otherwise; and the terms “controlling” and “controlled” have
\n meanings correlative to the foregoing.<\/p>\n
“Attributable Debt” has the meaning specified in Section 1010.<\/p>\n
“Authenticating Agent” means any Person authorized by the Trustee
\n pursuant to Section 614 to act on behalf of the Trustee to authenticate
\n Securities of one or more series.<\/p>\n
“Board of Directors” means either the board of directors of the
\n Company or any duly authorized committee of that board.<\/p>\n
“Board Resolution” means (i) a copy of a resolution certified by
\n the Secretary or an Assistant Secretary of the Company to have been duly
\n adopted by the Board of Directors and to be in full force and effect on the
\n date of such certification, or (ii) a certificate signed by the authorized
\n officer or officers of the Company to whom the Board of Directors of the
\n Company has delegated its authority, and in each case, delivered to the
\n Trustee.<\/p>\n
“Business Day,” when used with respect to any Place of Payment,
\n means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
\n day on which banking institutions in that Place of Payment are authorized
\n or obligated by law or executive order to close.<\/p>\n
“Commission” means the Securities and Exchange Commission, from
\n time to time constituted, created under the Exchange Act, or, if at any
\n time after the execution of this instrument such Commission is not existing
\n and performing the duties now assigned to it under the Trust Indenture Act,
\n then the body performing such duties at such time.<\/p>\n
“Company” means the Person named as the “Company” in the first
\n paragraph of this instrument until a successor Person shall have become
\n such pursuant to the <\/p>\n
-2-<\/p>\n
applicable provisions of this Indenture, and thereafter “Company” shall
\n mean such successor Person.<\/p>\n
“Company Request” or “Company Order” means a written request or
\n order signed in the name of the Company by its Chairman of the Board, its
\n Vice Chairman of the Board, its President or a Vice President, and by its
\n Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
\n and delivered to the Trustee.<\/p>\n
“Consolidated Net Tangible Assets” means, as of any particular
\n time, the aggregate amount of assets (less applicable reserves and properly
\n deductible items) after deducting therefrom (a) all current liabilities
\n except for (i) notes and loans payable, (ii) current maturities of long-
\n term debt, (iii) current maturities of obligations under capital leases,
\n and (iv) deferred income taxes and (b) all goodwill, tradenames,
\n trademarks, patents, unamortized debt discount and expenses (to the extent
\n included in said aggregate amount of assets) and other like intangibles,
\n all as set forth on the most recent quarterly or annual consolidated
\n balance sheet of the Company and its consolidated Subsidiaries and computed
\n in accordance with generally accepted accounting principles.<\/p>\n
“Corporate Trust Office” means the office of the Trustee or agent
\n of the Trustee, in either case, in the City of New York, at which at any
\n particular time the corporate trust business of the Trustee or such agent
\n shall be principally administered.<\/p>\n
“corporation” means a corporation, association, company, joint-
\n stock company or business trust.<\/p>\n
“Covenant Defeasance” has the meaning specified in Section 1303.<\/p>\n
“Debt,” for purposes of Sections 1009 and 1010, shall have the
\n meaning ascribed that term in Section 1009.<\/p>\n
“Defaulted Interest” has the meaning specified in Section 307.<\/p>\n
“Defeasance” has the meaning specified in Section 1302.<\/p>\n
“Depositary” means, with respect to Securities of any series
\n issuable in whole or in part in the form of one or more Global Securities,
\n a clearing agency registered under the Exchange Act that is designated to
\n act as Depositary for such Securities as contemplated by Section 301.<\/p>\n
“Event of Default” has the meaning specified in Section 501.<\/p>\n
“Exchange Act” means the Securities Exchange Act of 1934 and any
\n statute successor thereto, in each case as amended from time to time.<\/p>\n
“Expiration Date” has the meaning specified in Section 104.<\/p>\n
“Foreign Government Obligation” has the meaning specified in
\n Section 1304.<\/p>\n
-3-<\/p>\n
“Global Security” means a Security that evidences all or part of the
\n Securities of any series and bears the legend set forth in Section 204 (or
\n such legend as may be specified as contemplated by Section 301 for such
\n Securities).<\/p>\n
“Holder” means a Person in whose name a Security is registered in the
\n Security Register.<\/p>\n
“Indenture” means this instrument as originally executed and as it may
\n from time to time be supplemented or amended by one or more indentures
\n supplemental hereto entered into pursuant to the applicable provisions
\n hereof, including, for all purposes of this instrument and any such
\n supplemental indenture, the provisions of the Trust Indenture Act that are
\n deemed to be a part of and govern this instrument and any such supplemental
\n indenture, respectively. The term “Indenture” shall also include the terms
\n of particular series of Securities established as contemplated by Section
\n 301.<\/p>\n
“interest,” when used with respect to an Original Issue Discount
\n Security which by its terms bears interest only after Maturity, means
\n interest payable after Maturity.<\/p>\n
“Interest Payment Date,” when used with respect to any Security, means
\n the Stated Maturity of an installment of interest on such Security.<\/p>\n
“Investment Company Act” means the Investment Company Act of 1940 and
\n any statute successor thereto, in each case as amended from time to time.<\/p>\n
“Maturity,” when used with respect to any Security, means the date on
\n which the principal of such Security or an installment of principal becomes
\n due and payable as therein or herein provided, whether at the Stated
\n Maturity or by declaration of acceleration, call for redemption or
\n otherwise.<\/p>\n
“Mortgage” has the meaning ascribed that term in Section 1009.<\/p>\n
“Notice of Default” means a written notice of the kind specified in
\n Section 501(4).<\/p>\n
“Officers’ Certificate” means a certificate signed by the Chairman of
\n the Board, a Vice Chairman of the Board, the President or a Vice President,
\n and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
\n Secretary, of the Company, and delivered to the Trustee.<\/p>\n
“Opinion of Counsel” means a written opinion of counsel, who may be
\n counsel for the Company, and who shall be acceptable to the Trustee.<\/p>\n
“Original Issue Discount Security” means any Security which provides
\n for an amount less than the principal amount thereof to be due and payable
\n upon a declaration of acceleration of the Maturity thereof pursuant to
\n Section 502.<\/p>\n
-4-<\/p>\n
“Outstanding,” when used with respect to Securities, means, as of the
\n date of determination, all Securities theretofore authenticated and
\n delivered under this Indenture, except:<\/p>\n
(1) Securities theretofore cancelled by the Trustee or delivered to
\n the Trustee for cancellation;<\/p>\n
(2) Securities for whose payment or redemption money in the necessary
\n amount has been theretofore deposited with the Trustee or any Paying Agent
\n (other than the Company) in trust or set aside and segregated in trust by
\n the Company (if the Company shall act as its own Paying Agent) for the
\n Holders of such Securities; provided that, if such Securities are to be
\n redeemed, notice of such redemption has been duly given pursuant to this
\n Indenture or provision therefor satisfactory to the Trustee has been made;<\/p>\n
(3) Securities as to which Defeasance has been effected pursuant to
\n Section 1302; and<\/p>\n
(4) Securities which have been paid pursuant to Section 306 or in
\n exchange for or in lieu of which other Securities have been authenticated
\n and delivered pursuant to this Indenture, other than any such Securities in
\n respect of which there shall have been presented to the Trustee proof
\n satisfactory to it that such Securities are held by a bona fide purchaser
\n in whose hands such Securities are valid obligations of the Company;<\/p>\n
provided, however, that in determining whether the Holders of the requisite
\n principal amount of the Outstanding Securities have given, made or taken
\n any request, demand, authorization, direction, notice, consent, waiver or
\n other action hereunder as of any date, (A) the principal amount of an
\n Original Issue Discount Security which shall be deemed to be Outstanding
\n shall be the amount of the principal thereof which would be due and payable
\n as of such date upon acceleration of the Maturity thereof to such date
\n pursuant to Section 502, (B) if, as of such date, the principal amount
\n payable at the Stated Maturity of a Security is not determinable, the
\n principal amount of such Security which shall be deemed to be Outstanding
\n shall be the amount as specified or determined as contemplated by Section
\n 301, (C) the principal amount of a Security denominated in one or more
\n foreign currencies or currency units which shall be deemed to be
\n Outstanding shall be the U.S. dollar equivalent, determined as of such date
\n in the manner provided as contemplated by Section 301, of the principal
\n amount of such Security (or, in the case of a Security described in Clause
\n (A) or (B) above, of the amount determined as provided in such Clause), and
\n (D) Securities owned by the Company or any other obligor upon the
\n Securities or any Affiliate of the Company or of such other obligor shall
\n be disregarded and deemed not to be Outstanding, except that, in
\n determining whether the Trustee shall be protected in relying upon any such
\n request, demand, authorization, direction, notice, consent, waiver or other
\n action, only Securities which a Responsible Officer of the Trustee actually
\n knows to be so owned shall be so disregarded. Securities so owned which
\n have been pledged in good faith may be regarded as Outstanding if the
\n pledgee establishes to the satisfaction of the <\/p>\n
-5-<\/p>\n
Trustee the pledgee’s right so to act with respect to such Securities and
\n that the pledgee is not the Company or any other obligor upon the
\n Securities or any Affiliate of the Company or of such other obligor.<\/p>\n
“Paying Agent” means any Person authorized by the Company to pay the
\n principal of or any premium or interest on any Securities on behalf of the
\n Company.<\/p>\n
“Person” means any individual, corporation, limited liability company,
\n partnership, joint venture, trust, unincorporated organization or
\n government or any agency or political subdivision thereof.<\/p>\n
“Place of Payment,” when used with respect to the Securities of any
\n series, means the place or places where the principal of any premium and
\n interest on the Securities of that series are payable as specified as
\n contemplated by Section 301.<\/p>\n
“Predecessor Security” of any particular Security means every previous
\n Security evidencing all or a portion of the same debt as that evidenced by
\n such particular Security; and, for the purposes of this definition, any
\n Security authenticated and delivered under Section 306 in exchange for or
\n in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
\n to evidence the same debt as the mutilated, destroyed, lost or stolen
\n Security.<\/p>\n
“Principal Property” means any manufacturing plant or manufacturing
\n facility which is (i) owned by the Company or any Restricted Subsidiary and
\n (ii) located within the continental United States of America, except any
\n such plant which, in the opinion of the Board of Directors, is not of
\n material importance to the total business conducted by the Company and the
\n Restricted Subsidiaries taken as a whole.<\/p>\n
“Redemption Date,” when used with respect to any Security to be
\n redeemed, means the date fixed for such redemption by or pursuant to this
\n Indenture.<\/p>\n
“Redemption Price,” when used with respect to any Security to be
\n redeemed, means the price at which it is to be redeemed pursuant to this
\n Indenture.<\/p>\n
“Regular Record Date” for the interest payable on any Interest Payment
\n Date on the Securities of any series means the date specified for that
\n purpose as contemplated by Section 301.<\/p>\n
“Responsible Officer,” when used with respect to the Trustee, means
\n any officer within the Corporate Trust Office of the Trustee including any
\n vice president, the secretary, any assistant secretary, the treasurer, any
\n assistant treasurer, the cashier, any assistant cashier, any trust officer,
\n any senior trust officer or assistant trust officer or any other officer of
\n the Trustee customarily performing functions similar to those performed by
\n any of the above designated officers and also means, with respect to a
\n particular corporate trust matter, any other officer to whom such matter is
\n referred because of his knowledge of and familiarity with the particular
\n subject.<\/p>\n
-6-<\/p>\n
“Restricted Subsidiary” means any Subsidiary of the Company except any
\n Subsidiary substantially all of the assets of which are located, or
\n substantially all of the business of which is carried on, outside of the
\n United States of America, or any Subsidiary substantially all of the assets
\n of which consist of stock or other securities of such a Subsidiary.<\/p>\n
“Securities” has the meaning stated in the first recital of this
\n Indenture and more particularly means any Securities authenticated and
\n delivered under this Indenture.<\/p>\n
“Securities Act” means the Securities Act of 1933 and any statute
\n successor thereto, in each case as amended from time to time.<\/p>\n
“Security Register” and “Security Registrar” have the respective
\n meanings specified in Section 305.<\/p>\n
“Special Record Date” for the payment of any Defaulted Interest means
\n a date fixed by the Trustee pursuant to Section 307.<\/p>\n
“Stated Maturity,” when used with respect to any Security or any
\n installment of principal thereof or interest thereon, means the date
\n specified in such Security as the fixed date on which the principal of such
\n Security or such installment of principal or interest is due and payable.<\/p>\n
“Subsidiary” means a corporation more than 50% of the outstanding
\n voting stock of which is owned, directly or indirectly, by the Company or
\n by one or more other Subsidiaries, or by the Company and one or more other
\n Subsidiaries. For the purposes of this definition, “voting stock” means
\n stock which ordinarily has voting power for the election of directors,
\n whether at all times or only so long as no senior class of stock has such
\n voting power by reason of any contingency.<\/p>\n
“Trust Indenture Act” means the Trust Indenture Act of 1939 as in
\n force at the date as of which this instrument was executed; provided,
\n however, that in the event the Trust Indenture Act of 1939 is amended after
\n such date, “Trust Indenture Act” means, to the extent required by any such
\n amendment, the Trust Indenture Act of 1939 as so amended.<\/p>\n
“Trustee” means the Person named as the “Trustee” in the first
\n paragraph of this instrument until a successor Trustee shall have become
\n such pursuant to the applicable provisions of this Indenture, and
\n thereafter “Trustee” shall mean or include each Person who is then a
\n Trustee hereunder, and if at any time there is more than one such Person,
\n “Trustee” as used with respect to the Securities of any series shall mean
\n the Trustee with respect to Securities of that series.<\/p>\n
“U.S. Government Obligation” has the meaning specified in Section
\n 1304.<\/p>\n
-7-<\/p>\n
“Vice President,” when used with respect to the Company or the
\n Trustee, means any vice president, whether or not designated by a number or
\n a word or words added before or after the title “Vice President.”<\/p>\n
Section 102. Compliance Certificates and Opinions.
\n ———————————— <\/p>\n
Upon any application or request by the Company to the Trustee to take
\nany action under any provision of this Indenture, the Company shall furnish to
\nthe Trustee such certificates and opinions as may be required under the Trust
\nIndenture Act. Each such certificate or opinion shall be given in the form of
\nan Officers’ Certificate, if to be given by an officer of the Company, or an
\nOpinion of Counsel, if to be given by counsel, and shall comply with the
\nrequirements of the Trust Indenture Act and any other requirements set forth in
\nthis Indenture.<\/p>\n
Every certificate or opinion with respect to compliance with a
\ncondition or covenant provided for in this Indenture (other than the Officers’
\nCertificate provided for in Section 1004 hereof) shall include:<\/p>\n
(1) a statement that each individual signing such certificate or
\n opinion has read such covenant or condition and the definitions herein
\n relating thereto;<\/p>\n
(2) a brief statement as to the nature and scope of the examination
\n or investigation upon which the statements or opinions contained in such
\n certificate or opinion are based;<\/p>\n
(3) a statement that, in the opinion of each such individual, he has
\n made such examination or investigation as is necessary to enable him to
\n express an informed opinion as to whether or not such covenant or condition
\n has been complied with; and<\/p>\n
(4) a statement as to whether, in the opinion of each such
\n individual, such condition or covenant has been complied with.<\/p>\n
Section 103. Form of Documents Delivered to Trustee.
\n ————————————– <\/p>\n
In any case where several matters are required to be certified by, or
\ncovered by an opinion of, any specified Person, it is not necessary that all
\nsuch matters be certified by, or covered by the opinion of, only one such
\nPerson, or that they be so certified or covered by only one document, but one
\nsuch Person may certify or give an opinion with respect to some matters and one
\nor more other such Persons as to other matters, and any such Person may certify
\nor give an opinion as to such matters in one or several documents.<\/p>\n
Any certificate or opinion of an officer of the Company may be based,
\ninsofar as it relates to legal matters, upon an opinion of counsel, unless such
\nofficer knows, or in the exercise of reasonable care should know, that the
\nopinion with respect to the matters upon which his certificate or opinion is
\nbased are erroneous. Any such certificate or opinion of counsel may be based,
\ninsofar as it relates to factual matters, upon a certificate of, or
\nrepresentations by, an officer or officers of the Company stating that the
\ninformation with respect to such factual matters is in the possession of the
\nCompany, unless such counsel <\/p>\n
-8-<\/p>\n
knows, or in the exercise of reasonable care should know, that the certificate
\nor 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, they may, but need not, be consolidated and
\nform one instrument.<\/p>\n
Section 104. Acts of Holders; Record Dates.
\n —————————– <\/p>\n
Any request, demand, authorization, direction, notice, consent, waiver
\nor other action provided or permitted by this Indenture to be given, made or
\ntaken by Holders may be embodied in and evidenced by one or more instruments of
\nsubstantially similar tenor signed by such Holders in person or by agent duly
\nappointed in writing; and, except as herein otherwise expressly provided, such
\naction shall become effective when such instrument or instruments are delivered
\nto the Trustee and, where it is hereby expressly required, to the Company. Such
\ninstrument or instruments (and the action embodied therein and evidenced
\nthereby) are herein sometimes referred to as the “Act” of the Holders signing
\nsuch instrument or instruments. Proof of execution of any such instrument or of
\na writing appointing any such agent shall be sufficient for any purpose of this
\nIndenture and (subject to Section 601) conclusive in favor of the Trustee and
\nthe Company, if made in the manner provided in this Section.<\/p>\n
The fact and date of the execution by any Person of any such
\ninstrument or writing may be proved by the affidavit of a witness of such
\nexecution or by a certificate of a notary public or other officer authorized by
\nlaw to take acknowledgments of deeds, certifying that the individual signing
\nsuch instrument or writing acknowledged to him the execution thereof. Where
\nsuch execution is by a signer acting in a capacity other than his individual
\ncapacity, such certificate or affidavit shall also constitute sufficient proof
\nof his authority. The fact and date of the execution of any such instrument or
\nwriting, or the authority of the Person executing the same, may also be proved
\nin any other manner which the Trustee deems sufficient.<\/p>\n
The ownership of Securities shall be proved by the Security Register.<\/p>\n
Any request, demand, authorization, direction, notice, consent, waiver
\nor other Act of 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, omitted or suffered to be done by the Trustee or the Company in
\nreliance thereon, whether or not notation of such action is made upon such
\nSecurity.<\/p>\n
The Company may set any day as a record date for the purpose of
\ndetermining the Holders of Outstanding Securities of any series entitled to
\ngive, make or take any request, demand, authorization, direction, notice,
\nconsent, waiver or other action provided or permitted by this Indenture to be
\ngiven, made or taken by Holders of Securities of such series, provided that the
\nCompany may not set a record date for, and the provisions of this paragraph
\nshall not apply with respect to, the giving or making of any notice,
\ndeclaration, request or direction <\/p>\n
-9-<\/p>\n
referred to in the next paragraph. If any record date is set pursuant to this
\nparagraph, the Holders of Outstanding Securities of the relevant series on such
\nrecord date, and no other Holders, shall be entitled to take the relevant
\naction, whether or not such Holders remain Holders after such record date;
\nprovided that no such action shall be effective hereunder unless taken on or
\nprior to the applicable Expiration Date by Holders of the requisite principal
\namount of Outstanding Securities of such series on such record date. Nothing in
\nthis paragraph shall be construed to prevent the Company from setting a new
\nrecord date for any action for which a record date has previously been set
\npursuant to this paragraph (whereupon the record date previously set shall
\nautomatically and with no action by any Person be cancelled and of no effect),
\nand nothing in this paragraph shall be construed to render ineffective any
\naction taken by Holders of the requisite principal amount of Outstanding
\nSecurities of the relevant series on the date such action is taken. Promptly
\nafter any record date is set pursuant to this paragraph, the Company, at its own
\nexpense, shall cause notice of such record date, the proposed action by Holders
\nand the applicable Expiration Date to be given to the Trustee in writing and to
\neach Holder of Securities of the relevant series in the manner set forth in
\nSection 106.<\/p>\n
The Trustee may set any day as a record date for the purpose of
\ndetermining the Holders of Outstanding Securities of any series entitled to join
\nin the giving or making of (i) any Notice of Default, (ii) any declaration of
\nacceleration referred to in Section 502, (iii) any request to institute
\nproceedings referred to in Section 507(2) or (iv) any direction referred to in
\nSection 512, in each case with respect to Securities of such series. If any
\nrecord date is set pursuant to this paragraph, the Holders of Outstanding
\nSecurities of such series on such record date, and no other Holders, shall be
\nentitled to join in such notice, declaration, request or direction, whether or
\nnot such Holders remain Holders after such record date; provided that no such
\naction shall be effective hereunder unless taken on or prior to the applicable
\nExpiration Date by Holders of the requisite principal amount of Outstanding
\nSecurities of such series on such record date. Nothing in this paragraph shall
\nbe construed to prevent the Trustee from setting a new record date for any
\naction for which a record date has previously been set pursuant to this
\nparagraph (whereupon the record date previously set shall automatically and with
\nno action by any Person be cancelled and of no effect), and nothing in this
\nparagraph shall be construed to render ineffective any action taken by Holders
\nof the requisite principal amount of Outstanding Securities of the relevant
\nseries on the date such action is taken. Promptly after any record date is set
\npursuant to this paragraph, the Trustee, at the Company’s expense, shall cause
\nnotice of such record date, the proposed action by Holders and the applicable
\nExpiration Date to be given to the Company in writing and to each Holder of
\nSecurities of the relevant series in the manner set forth in Section 106.<\/p>\n
With respect to any record date set pursuant to this Section, the
\nparty hereto which sets such record dates may designate any date as the
\n“Expiration Date” and from time to time may change the Expiration Date to any
\nearlier or later day; provided that no such change shall be effective unless
\nnotice of the proposed new Expiration Date is given to the other party hereto in
\nwriting, and to each Holder of Securities of the relevant series in the manner
\nset forth in Section 106, on or prior to the existing Expiration Date. If an
\nExpiration Date is not designated with respect to any record date set pursuant
\nto this Section, the party hereto which sets such record date shall be deemed to
\nhave initially designated the 180th day after such record date as the Expiration
\nDate with respect thereto, subject to its right to change <\/p>\n
-10-<\/p>\n
the Expiration Date as provided in this paragraph. Notwithstanding the
\nforegoing, no Expiration Date shall be later than the 180th day after the
\napplicable record date.<\/p>\n
Without limiting the foregoing, a Holder entitled hereunder to give or
\ntake any action hereunder with regard to any particular Security may do so with
\nregard to all or any part of the principal amount of such Security or by one or
\nmore duly appointed agents each of which may do so pursuant to such appointment
\nwith regard to all or any part of such principal amount.<\/p>\n
Section 105. Notices, Etc., to Trustee and Company.
\n ————————————- <\/p>\n
Any request, demand, authorization, direction, notice, consent, waiver
\nor Act of Holders or other document provided or permitted by this Indenture to
\nbe made upon, given or furnished to, or filed with,<\/p>\n
(1) the Trustee by any Holder or by the Company shall be sufficient
\n for every purpose hereunder if made, given, furnished or filed in writing
\n to or with the Trustee at 450 West 33rd Street, 15th Floor, New York, NY
\n 10001, Attn: Institutional Trust Services, or at any other address
\n previously furnished in writing to the Company and the Holders by the
\n Trustee,<\/p>\n
(2) the Company by the Trustee or by any Holder shall be sufficient
\n for every purpose hereunder (unless otherwise herein expressly provided) if
\n in writing and mailed, first-class postage prepaid, to the Company
\n addressed to it at the address of its principal office specified in the
\n first paragraph of this instrument, Attn. Secretary, or at any other
\n address previously furnished in writing to the Trustee by the Company.<\/p>\n
Section 106. Notice to Holders; Waiver.
\n ————————- <\/p>\n
Where this Indenture provides for notice to Holders of any event, such
\nnotice shall be sufficiently given (unless otherwise herein expressly provided)
\nif in writing and mailed, first-class postage prepaid, to each Holder affected
\nby such event, at his address as it appears in the Security Register, not later
\nthan the latest date (if any), and not earlier than the earliest date (if any),
\nprescribed for the giving of such notice. In any case where notice to Holders
\nis given by mail, neither the failure to mail such notice, nor any defect in any
\nnotice so mailed, to any particular Holder shall affect the sufficiency of such
\nnotice with respect to other Holders. Where this Indenture provides for notice
\nin any manner, such notice may be waived in writing by the Person entitled to
\nreceive such notice, either before or after the event, and such waiver shall be
\nthe equivalent of such notice. Waivers of notice by Holders shall be filed with
\nthe Trustee, but such filing shall not be a condition precedent to the validity
\nof any action taken in reliance upon such waiver.<\/p>\n
In case by reason of the suspension of regular mail service or by
\nreason of any other cause it shall be impracticable to give such notice by mail,
\nthen such notification as shall be made with the approval of the Trustee shall
\nconstitute a sufficient notification for every purpose hereunder.<\/p>\n
-11-<\/p>\n
Section 107. Conflict with Trust Indenture Act.
\n ——————————— <\/p>\n
If any provision hereof limits, qualifies or conflicts with a
\nprovision of the Trust Indenture Act that is required under such Act to be a
\npart of and govern this Indenture, the latter provision shall control. If any
\nprovision of this Indenture modifies or excludes any provision of the Trust
\nIndenture Act that may be so modified or excluded, the latter provision shall be
\ndeemed to apply to this Indenture as so modified or to be excluded, as the case
\nmay be.<\/p>\n
Section 108. Effect of Headings and Table of Contents.
\n —————————————- <\/p>\n
The Article and Section headings herein and the Table of Contents
\nare for convenience only and shall not affect the construction hereof.<\/p>\n
Section 109. Successors and Assigns.
\n ———————- <\/p>\n
All covenants and agreements in this Indenture by the Company
\nshall bind its successors and assigns, whether so expressed or not.<\/p>\n
Section 110. Separability Clause.
\n ——————- <\/p>\n
In case any provision in this Indenture or in the Securities shall
\nbe invalid, illegal or unenforceable, the validity, legality and enforceability
\nof the remaining provisions shall not in any way be affected or impaired
\nthereby.<\/p>\n
Section 111. Benefits of Indenture.
\n ——————— <\/p>\n
Nothing in this Indenture or in the Securities, express or
\nimplied, shall give to any Person, other than the parties hereto and their
\nsuccessors hereunder and the Holders, any benefit or any legal or equitable
\nright, remedy or claim under this Indenture.<\/p>\n
Section 112. Governing Law.
\n ————- <\/p>\n
This Indenture and the Securities shall be governed by and
\nconstrued in accordance with the law of the State of New York, without regard to
\nprinciples of conflicts of laws.<\/p>\n
Section 113. Legal Holidays.
\n ————– <\/p>\n
In any case where any Interest Payment Date, Redemption Date or
\nStated Maturity of any Security shall not be a Business Day at any Place of
\nPayment, then (notwithstanding any other provision of this Indenture or of the
\nSecurities (other than a provision of any Security that specifically states that
\nsuch provision shall apply in lieu of this Section)) payment of interest or
\nprincipal (and premium, if any) need not be made at such Place of Payment on
\nsuch date, but may be made on the next succeeding Business Day at such Place of
\nPayment with the same force and effect as if made on the Interest Payment Date
\nor Redemption Date, or at the Stated Maturity, provided, that no interest shall
\naccrue with<\/p>\n
-12-<\/p>\n
respect to such payment for the period from and after such Interest Payment
\nDate, Redemption Date or Stated Maturity, as the case may be.<\/p>\n
ARTICLE 2
\n SECURITY FORMS
\n ————–<\/p>\n
Section 201. Forms Generally.
\n ————— <\/p>\n
The Securities of each series shall be in substantially the form set
\nforth in this Article, or in such other form as shall be established by or
\npursuant to a Board Resolution or in one or more indentures supplemental hereto,
\nin each case with such appropriate insertions, omissions, substitutions and
\nother variations as are required or permitted by this Indenture, and may have
\nsuch letters, numbers or other marks of identification and such legends or
\nendorsements placed thereon as may be required to comply with the rules of any
\nsecurities exchange or as may, consistently herewith, be determined by the
\nofficers executing such Securities, as evidenced by their execution thereof. If
\nthe form of Securities of any series is established by action taken pursuant to
\na Board Resolution, a copy of an appropriate record of such action shall be
\ncertified by the Secretary or an Assistant Secretary of the Company and
\ndelivered to the Trustee at or prior to the delivery of the Company Order
\ncontemplated by Section 303 for the authentication and delivery of such
\nSecurities.<\/p>\n
The definitive Securities shall be printed, lithographed or engraved
\non steel engraved borders or may be produced in any other manner, all as
\ndetermined by the officers executing such Securities, as evidenced by their
\nexecution of such Securities.<\/p>\n
Section 202. Form of Face of Security.
\n ———————— <\/p>\n
[Insert any legend required by the Internal Revenue Code and the
\nregulations thereunder.]<\/p>\n
NORTHROP GRUMMAN CORPORATION<\/p>\n
_______________________________________________________________<\/p>\n
No. ____________ $_____________<\/p>\n
CUSIP_______________<\/p>\n
Northrop Grumman Corporation, a corporation duly organized and
\nexisting under the laws of Delaware (herein called the “Company,” which term
\nincludes any successor Person under the Indenture hereinafter referred to), for
\nvalue received, hereby promises to pay to _______________________, or registered
\nassigns, the principal sum of ______________________ [Dollars] [if other than
\nDollars, substitute other currency or currency units] on
\n____________________________________________ [If the Security is to bear
\ninterest prior to Maturity, Interest __, and to pay interest thereon from
\n_________________ or from the most recent Interest Payment Date to which
\ninterest has been paid or duly provided for, [semi-annually on ________
\n______________________ and <\/p>\n
-13-<\/p>\n
_____________________ in each year] [if other than semi-annual interest at a
\nfixed rate, insert frequency of payments and payment dates], commencing
\n___________________ at [If the Security is to bear interest at a fixed rate,
\ninsert — the rate of ____% per annum] [if the Security is to bear interest at a
\nrate determined with reference to one or more formula, refer to description of
\nindex below], until the principal hereof is paid or made available for payment
\n[If applicable, insert –, provided that any principal and premium, and any such
\ninstallment of interest, which is overdue shall bear interest at the rate of
\n____% per annum (to the extent that the payment of such interest shall be
\nlegally enforceable), from the dates such amounts are due until they are paid or
\nmade available for payment, and such interest shall be payable on demand.]
\nInterest shall be computed on the basis of a 360-day year of twelve 30-day
\nmonths. The interest so payable, and punctually paid or duly provided for, on
\nany Interest Payment Date will, as provided in such Indenture, be paid to the
\nPerson in whose name this Security (or one or more Predecessor Securities) is
\nregistered at the close of business on the Regular Record Date for such
\ninterest, which shall be the _________________ or ___________________ (whether
\nor not a Business Day), as the case may be, next preceding such Interest Payment
\nDate. Any such interest not so punctually paid or duly provided for will
\nforthwith cease to be payable to the Holder on such Regular Record Date and may
\neither be paid to the Person in whose name this Security (or one or more
\nPredecessor Securities) is registered at the close of business on a Special
\nRecord Date for the Payment of such Defaulted Interest to be fixed by the
\nTrustee, notice whereof shall be given to Holders of Securities of this series
\nnot less than 10 days prior to such Special Record Date, or be paid at any time
\nin any other lawful manner not inconsistent with the requirements of any
\nsecurities exchange on which the Securities of this series may be listed, and
\nupon such notice as may be required by such exchange, all as more fully provided
\nin said Indenture].<\/p>\n
[If the Securities are securities with respect to which the principal
\nof or any premium or interest may be determined with reference to one or more
\nindices or formulas, insert the text of such indices or formulas]<\/p>\n
[If the Security is not to bear interest prior to Maturity, insert —
\nThe principal of this Security shall not bear interest except in the case of a
\ndefault in payment of principal upon acceleration, upon redemption or at Stated
\nMaturity and in such case the overdue principal and any overdue premium shall
\nbear interest at the rate of _____% per annum (to the extent that the payment of
\nsuch interest shall be legally enforceable), from the dates such amounts are due
\nuntil they are paid or made available for payment. Interest on any overdue
\nprincipal or premium shall be payable on demand. [Any such interest on overdue
\nprincipal or premium which is not paid on demand shall bear interest at the rate
\nof _______________% per annum (to the extent that the payment of such interest
\non interest shall be legally enforceable), from the date of such demand until
\nthe amount so demanded is paid or made available for payment. Interest on any
\noverdue interest shall be payable on demand.]]<\/p>\n
Payment of the principal of (and premium, if any) and [if applicable,
\ninsert — any such] interest on this Security will be made at the office or
\nagency of the Company maintained for that purpose in ________________ in such
\ncoin or currency [of the United States of America] [if the Security is
\ndenominated in a currency other than U.S. dollars, specify other currency or
\ncurrency unit in which payment of the principal of any premium or interest may
\nbe made] as at the time of payment is legal tender for payment of public and<\/p>\n
-14-<\/p>\n
private debts [if applicable, insert –; provided, however, that at the option
\nof the Company payment of interest may be made by check mailed to the address of
\nthe Person entitled thereto as such address shall appear in the Security
\nRegister or by wire transfer to an account maintained by the Person entitled
\nthereto as specified in the Security Register.]<\/p>\n
Reference is hereby made to the further provisions of this Security
\nset forth on the reverse hereof, which further provisions shall for all purposes
\nhave the same effect as if set forth at this place.<\/p>\n
Unless the certificate of authentication hereon has been executed by
\nthe Trustee referred to on the reverse hereof by manual signature, this Security
\nshall not be entitled to any benefit under the Indenture or be valid or
\nobligatory for any purpose.<\/p>\n
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
\nexecuted under its corporate seal.<\/p>\n
Dated: ________________<\/p>\n
NORTHROP GRUMMAN CORPORATION<\/p>\n
By__________________________<\/p>\n
Attest:<\/p>\n
_______________________________<\/p>\n
Section 203. Form of Reverse of Security.
\n ————————— <\/p>\n
This Security is one of a duly authorized issue of securities of the
\nCompany (herein called the “Securities”), issued and to be issued in one or more
\nseries under an Indenture, dated as of ________________, ____ (herein called the
\n“Indenture”, which term shall have the meaning assigned to it in such
\ninstrument), between the Company and JPMorgan Chase Bank, as Trustee (herein
\ncalled the “Trustee”, which term includes any successor trustee under the
\nIndenture), and reference is hereby made to the Indenture for a statement of the
\nrespective rights, limitations of rights, duties and immunities thereunder of
\nthe Company, the Trustee and the Holders of the Securities and of the terms upon
\nwhich the securities are, and are to be authenticated and delivered. This
\nSecurity is one of the series designated on the face hereof [if applicable,
\ninsert — limited in aggregate principal amount to $________________]. [The
\nSecurities are [unsecured general obligations of the Company.]]<\/p>\n
[If applicable, insert — the securities of this series are subject to
\nredemption upon not less than 30 days’ notice by mail, [If applicable, insert —
\n(1) on _______________ in any year commencing with the year _____________ and
\nending with the year ______________ through operation of the sinking fund for
\nthis series at a Redemption Price <\/p>\n
-15-<\/p>\n
equal to 100% of the principal amount, and (2)] at any time [if applicable,
\ninsert — on or after ______________, ____], as a whole or in part, at the
\nelection of the Company, at the following Redemption Prices (expressed as
\npercentages of the principal amount), if redeemed [if applicable, insert — on
\nor before __________________, _____% and if redeemed] during the 12-month period
\nbeginning ________________ of the years indicated,<\/p>\n
Redemption Redemption
\nYear Price Year Price
\n—- ———- —- ———- <\/p>\n
and thereafter at a Redemption Price equal to _____% of the principal amount,
\ntogether in the case of any such redemption [if applicable, insert — (whether
\nthrough operation of the sinking fund or otherwise)] with accrued interest to
\nthe Redemption Date, but interest installments whose Stated Maturity is on or
\nprior to such Redemption Date will be payable to the Holders of such Securities,
\nor one or more Predecessor Securities, of record at the close of business on the
\nrelevant Record Dates referred to on the face hereof, all as provided in the
\nIndenture.]<\/p>\n
[If applicable, insert — The Securities of this series are subject to
\nredemption upon not less than 30 days’ notice by mail, (1) on ______________ in
\nany year commencing with the year ______ and ending with the year ______ through
\noperation of the sinking fund for this series at the Redemption Prices for
\nredemption through operation of the sinking fund (expressed as percentages of
\nthe principal amount) set forth in the table below, and (2) at any time [if
\napplicable, insert — on or after ________________, as a whole or in part, at
\nthe election of the Company, at the Redemption Prices for redemption otherwise
\nthan through operation of the sinking fund (expressed as percentages of the
\nprincipal amount) set forth in the table below: If redeemed during the 12-month
\nperiod beginning _____________________ of the years indicated,<\/p>\n
Redemption Price
\n For Redemption Redemption Price For
\n Through Operation Redemption Otherwise
\n of the Than Through Operation
\nYear Sinking Fund of the Sinking Fund
\n—- —————– ———————- <\/p>\n
and thereafter at a Redemption Price equal to ______% of the principal amount,
\ntogether in the case of any such redemption (whether through operation of the
\nsinking fund or otherwise) with accrued interest to the Redemption Date, but
\ninterest installments whose Stated Maturity is on or prior to such Redemption
\nDate will be payable to the Holders of such Securities, or one or more
\nPredecessor Securities, of record at the close of business on the relevant
\nRecord Dates referred to on the face hereof, all as provided in the Indenture.]<\/p>\n
-16-<\/p>\n
[If applicable, insert — Notwithstanding the foregoing, the Company
\nmay not, prior to ________________ redeem any Securities of this series as
\ncontemplated by [if applicable, insert — Clause (2) of the preceding paragraph
\nas a part of, or in anticipation of, any refunding operation by the application,
\ndirectly or indirectly, of moneys borrowed having an interest cost to the
\nCompany (calculated in accordance with generally accepted financial practice) of
\nless than _________% per annum.]<\/p>\n
[If applicable, insert — The sinking fund for this series provides
\nfor the redemption on __________________ in each year beginning with the year
\n___________ and ending with the year ________ of [if applicable, insert — not
\nless than $_______________ (“mandatory sinking fund”) and not more than]
\n$_______________ aggregate principal amount of Securities of this series.
\nSecurities of this series acquired or redeemed by the Company otherwise than
\nthrough [if applicable, insert — mandatory] sinking fund payments may be
\ncredited against subsequent [if applicable, insert — mandatory] [sinking fund
\npayments otherwise required to be made [if applicable, insert –, in the inverse
\norder in which they become due].]<\/p>\n
[If the Security is subject to redemption of any kind, insert — In
\nthe event of redemption of this Security in part only, a new Security or
\nSecurities of this series and of like tenor for the unredeemed portion hereof
\nwill be issued in the name of the Holder hereof upon the cancellation hereof.] –<\/p>\n
[If the Security is not subject to redemption of any kind, insert –
\nThis Security is not redeemable prior to the Stated Maturity.]<\/p>\n
[If applicable, insert — The Indenture contains provisions for
\ndefeasance at any time of [the entire indebtedness of this Security] [or]
\n[certain restrictive covenants and Events of Default with respect to this
\nSecurity] [, in each case] upon compliance with certain conditions set forth in
\nthe Indenture.]<\/p>\n
[If the Security is convertible into securities of the Company,
\nspecify the conversion features.]<\/p>\n
[If the Security is not an Original Issue Discount Security, insert —
\nIf an Event of Default with respect to Securities of this series shall occur and
\nbe continuing, the principal of the Securities of this series may be declared
\ndue and payable in the manner and with the effect provided in the Indenture.]<\/p>\n
[If the Security is an Original Issue Discount Security, insert — If
\nan Event of Default with respect to Securities of this series shall occur and be
\ncontinuing, an amount of principal of the Securities of this series may be
\ndeclared due and payable in the manner and with the effect provided in the
\nIndenture. Such amount shall be equal to — [insert formula for determining the
\namount.] Upon payment (i) of the amount of principal so declared due and
\npayable and (ii) of interest on any overdue principal, premium and interest (in
\neach case to the extent that the payment of such interest shall be legally
\nenforceable), all of the Company’s obligations in respect of the payment of the
\nprincipal of and premium and interest, if any, on the Securities of this series
\nshall terminate.]<\/p>\n
-17-<\/p>\n
The Indenture permits, with certain exceptions as therein provided,
\nthe amendment thereof and the modification of the rights and obligations of the
\nCompany and the rights of the Holders of the Securities of each series to be
\naffected under the Indenture at any time by the Company and the Trustee with the
\nconsent of the Holders of a majority in principal amount of the Securities at
\nthe time Outstanding of each series to be affected. The Indenture also contains
\nprovisions permitting the Holders of specified percentages in principal amount
\nof the Securities of each series at the time Outstanding, on behalf of the
\nHolders of all Securities of such series, to waive compliance by the Company
\nwith certain provisions of the Indenture and certain past defaults under the
\nIndenture and their consequences. Any such consent or waiver by the Holder of
\nthis Security shall be conclusive and binding upon such Holder and upon all
\nfuture Holders of this Security and of any Security issued upon the registration
\nof transfer hereof or in exchange herefor or in lieu hereof, whether or not
\nnotation of such consent or waiver is made upon this Security.<\/p>\n
As provided in and subject to the provisions of the Indenture, the
\nHolder of this Security shall not have the right to institute any proceeding
\nwith respect to the Indenture or for the appointment of a receiver or trustee or
\nfor any other remedy thereunder, unless such Holder shall have previously given
\nthe Trustee written notice of a continuing Event of Default with respect to the
\nSecurities of this series, the Holders of not less than 25% in principal amount
\nof the Securities of this series at the time Outstanding shall have made written
\nrequest to the Trustee to institute proceedings in respect of such Event of
\nDefault as Trustee and offered the Trustee reasonable indemnity, and the Trustee
\nshall not have received from the Holders of a majority in principal amount of
\nSecurities of this series at the time Outstanding a direction inconsistent with
\nsuch request, and shall have failed to institute any such proceeding, for 60
\ndays after receipt of such notice, request and offer of indemnity. The
\nforegoing shall not apply to any suit instituted by the Holder of this Security
\nfor the enforcement of any payment of principal hereof or any premium or
\ninterest hereon on or after the respective due dates expressed herein.<\/p>\n
No reference herein to the Indenture and no provision of this Security
\nor of the Indenture shall alter or impair the obligation of the Company, which
\nis absolute and unconditional, to pay the principal of and any premium and
\ninterest on this Security at the times, place and rate, and in the coin or
\ncurrency, herein prescribed.<\/p>\n
As provided in the Indenture and subject to certain limitations
\ntherein set forth, the transfer of this Security is registrable in the Security
\nRegister, upon surrender of this Security for registration of transfer at the
\noffice or agency of the Company in any place where the principal of and any
\npremium and interest on this Security are payable, duly endorsed by, or
\naccompanied by a written instrument of transfer in form satisfactory to the
\nCompany and the Security Registrar duly executed by, the Holder hereof or his
\nattorney duly authorized in writing, and thereupon one or more new Securities of
\nthis series and of like tenor, of authorized denominations and for the same
\naggregate principal amount, will be issued to the designated transferee or
\ntransferees.<\/p>\n
The Securities of this series are issuable only in registered form
\nwithout coupons in denominations of $1,000 and any integral multiple thereof.
\nAs provided in the Indenture and subject to certain limitations therein set
\nforth, Securities of this series are <\/p>\n
-18-<\/p>\n
exchangeable for a like aggregate principal amount of Securities of this series
\nand of like tenor of a different authorized denomination, as requested by the
\nHolder surrendering the same.<\/p>\n
No service charge shall be made for any such registration of transfer
\nor exchange, but the Company may require payment of a sum sufficient to cover
\nany tax or other governmental charge payable in connection therewith.<\/p>\n
Prior to due presentment of this Security for registration of
\ntransfer, the Company, the Trustee and any agent of the Company or the Trustee
\nmay treat the Person in whose name this Security is registered as the owner
\nhereof for all purposes, whether or not this Security be overdue, and neither
\nthe Company, the Trustee nor any such agent shall be affected by notice to the
\ncontrary.<\/p>\n
All terms used in this Security which are defined in the Indenture
\nshall have the meanings assigned to them in the Indenture.<\/p>\n
Section 204. Form of Legend for Global Securities.
\n ———————————— <\/p>\n
Unless otherwise specified as contemplated by Section 301 for the
\nSecurities evidenced thereby, every Global Security authenticated and delivered
\nhereunder shall bear a legend in substantially the following form:<\/p>\n
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
\nNOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
\nEXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED IN THE NAME OF ANY
\nPERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
\nCIRCUMSTANCES DESCRIBED IN THE INDENTURE.<\/p>\n
Section 205. Form of Trustee’s Certificate of Authentication.
\n ———————————————– <\/p>\n
The Trustee’s certificates of authentication shall be in substantially
\nthe following form:<\/p>\n
This is one of the Securities of the series designated therein
\nreferred to in the within-mentioned Indenture.<\/p>\n
JPMORGAN CHASE BANK, As Trustee<\/p>\n
_______________________________________
\n Authorized Officer<\/p>\n
-19-<\/p>\n
ARTICLE 3
\n THE SECURITIES
\n ————–<\/p>\n
Section 301. Amount Unlimited; Issuable in Series.
\n ———————————— <\/p>\n
The aggregate principal amount of Securities which may be
\nauthenticated and delivered under this Indenture is unlimited.<\/p>\n
The Securities may be issued in one or more series. There shall be
\nestablished in or pursuant to a Board Resolution and, subject to Section 303,
\nset forth, or determined in the manner provided, in an Officers’ Certificate, or
\nestablished in one or more indentures supplemental hereto, prior to the issuance
\nof Securities of any series:<\/p>\n
(1) the title of the Securities of the series (which shall
\n distinguish the Securities of the series from Securities of any other
\n series);<\/p>\n
(2) any limit upon the aggregate principal amount of the Securities
\n of the series which may be authenticated and delivered under this Indenture
\n (except for Securities authenticated and delivered upon registration of
\n transfer of, or in exchange for, or in lieu of, other Securities of the
\n series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
\n Securities which, pursuant to Section 303, are deemed never to have been
\n authenticated and delivered hereunder);<\/p>\n
(3) the Person to whom any interest on a Security of the series shall
\n be payable, if other than the Person in whose name that Security (or one or
\n more Predecessor Securities) is registered at the close of business on the
\n Regular Record Date for such interest;<\/p>\n
(4) the date or dates on which the principal of any Securities of the
\n series is payable;<\/p>\n
(5) the rate or rates at which any Securities of the series shall
\n bear interest, if any, the date or dates from which any such interest shall
\n accrue, the Interest Payment Dates on which any such interest shall be
\n payable and the Regular Record Date for any such interest payable on any
\n Interest Payment Date;<\/p>\n
(6) the place or places where the principal of and any premium and
\n interest on any Securities of the series shall be payable;<\/p>\n
(7) the period or periods within which, the price or prices at which
\n and the terms and conditions upon which any Securities of the series may be
\n redeemed, in whole or in part, at the option of the Company;<\/p>\n
(8) the obligation, if any, of the Company to redeem or purchase any
\n Securities of the series pursuant to any sinking fund or analogous
\n provisions or at the option of the Holder thereof and the period or periods
\n within which, the price or prices at which and the terms and conditions
\n upon which any Securities of the series shall be redeemed or purchased, in
\n whole or in part, pursuant to such obligation;<\/p>\n
-20-<\/p>\n
(9) any provision for the conversion or exchange of Securities of the
\n series, either at the option of the Holder thereof or the Company, into or
\n for another security or securities of the Company, the security or
\n securities into or for which, the period or periods within which, the price
\n or prices, including any adjustments thereto, at which and the other terms
\n and conditions upon which any Securities of the series shall be converted
\n or exchanged, in whole or in part, pursuant to such obligation;<\/p>\n
(10) if other than denominations of $1,000 and any integral multiple
\n thereof, the denominations in which any Securities of the series shall be
\n issuable;<\/p>\n
(11) if the amount of principal of or any premium or interest on any
\n Securities of the series may be determined with reference to one or more
\n indices or pursuant to a formula, the manner in which such amounts shall be
\n determined;<\/p>\n
(12) if other than the currency of the United States of America, the
\n currency, currencies or currency units in which the principal of or any
\n premium or interest on any Securities of the series shall be payable and
\n the manner of determining the equivalent thereof in the currency of the
\n United States of America for any purpose, including for purposes of the
\n definition of “Outstanding” in Section 101;<\/p>\n
(13) if the principal of or any premium or interest on any Securities
\n of the series is to be payable, at the election of the Company or the
\n Holder thereof, in one or more currencies or currency units other than that
\n or those in which such Securities are stated to be payable, the currency,
\n currencies or currency units in which the principal of or any premium or
\n interest on such Securities as to which such election is made shall be
\n payable, the periods within which and the terms and conditions upon which
\n such election is to be made and the amount so payable (or the manner in
\n which such amount shall be determined);<\/p>\n
(14) if other than the entire principal amount thereof, the portion of
\n the principal amount of any Securities of the series which shall be payable
\n upon declaration of acceleration of the Maturity thereof pursuant to
\n Section 502;<\/p>\n
(15) if the principal amount payable at the Stated Maturity of any
\n Securities of the series will not be determinable as of any one or more
\n dates prior to the Stated Maturity, the amount which shall be deemed to be
\n the principal amount of such Securities as of any such date for any purpose
\n thereunder or hereunder, including the principal amount thereof which shall
\n be due and payable upon any Maturity other than the Stated Maturity or
\n which shall be deemed to be Outstanding as of any date prior to the Stated
\n Maturity (or, in any such case, the manner in which such amount deemed to
\n be the principal amount shall be determined);<\/p>\n
(16) whether either or both of Section 1302 and Section 1303 shall not
\n apply to the Securities of the series;<\/p>\n
(17) if and as applicable, that any Securities of the series shall be
\n issuable in whole or in part in the form of one or more Global Securities
\n and, in such case, the respective Depositaries for such Global Securities,
\n the form of any legend or legends <\/p>\n
-21-<\/p>\n
which shall be borne by any such Global Security in addition to or in lieu
\n of that set forth in Section 204 and any circumstances in addition to or in
\n lieu of those set forth in Clause (2) of the last paragraph of Section 305
\n in which any such Global Security may be exchanged in whole or in part for
\n Securities registered, and any transfer of such Global Security in whole or
\n in part may be registered, in the name or names of Persons other than the
\n Depositary for such Global Security or a nominee thereof;<\/p>\n
(18) any addition to or change in the Events of Default which applies
\n to any Securities of the series and any change in the right of the Trustee
\n or the requisite Holders of such Securities to declare the principal amount
\n thereof due and payable pursuant to Section 502;<\/p>\n
(19) any addition to or change in the covenants set forth in Article
\n Ten which applies to Securities of the series;<\/p>\n
(20) any other terms of the series (which terms shall not be
\n inconsistent with the provisions of this Indenture, except as permitted by
\n Section 901(5)).<\/p>\n
All Securities of any one series shall be substantially identical
\nexcept as to denomination and except as may otherwise be provided in or pursuant
\nto the Board Resolution referred to above and (subject to Section 303) set
\nforth, or determined in the manner provided in the Officers’ Certificate
\nreferred to above or in any such indenture supplemental hereto. All Securities
\nof any one series need not be issued at one time and, unless otherwise provided,
\na series may be reopened for issuances of additional Securities of such series.<\/p>\n
Unless otherwise provided with respect to the Securities of any
\nseries, at the option of the Company, interest on the Securities of any series
\nthat bears interest may be paid by mailing a check to the address of the person
\nentitled thereto as such address shall appear in the Security Register.<\/p>\n
If any of the terms of the series are established by action taken
\npursuant to a Board Resolution, a copy of an appropriate record of such action
\nshall be certified by the Secretary or an Assistant Secretary of the Company and
\ndelivered to the Trustee at or prior to the delivery of the Officers’
\nCertificate setting forth the terms of the series.<\/p>\n
Section 302. Denominations.
\n ————- <\/p>\n
The Securities of each series shall be issuable only in registered
\nform without coupons and only in such denominations as shall be specified as
\ncontemplated by Section 301. In the absence of any such specified denomination
\nwith respect to the Securities of any series, the Securities of such series
\nshall be issuable in denominations of $1,000 and any integral multiple thereof.<\/p>\n
Section 303. Execution, Authentication, Delivery and Dating.
\n ———————————————- <\/p>\n
The Securities shall be executed on behalf of the Company by its
\nChairman of the Board, its Vice Chairman of the Board, its President, one of its
\nVice Presidents or an <\/p>\n
-22-<\/p>\n
Assistant Treasurer, under its corporate seal reproduced thereon attested by its
\nSecretary or one of its Assistant Secretaries. The signature of any of these
\nofficers on the Securities may be manual or facsimile.<\/p>\n
Securities bearing the manual or facsimile signatures of individuals
\nwho were at any time the proper officers of the Company shall bind the Company,
\nnotwithstanding that such individuals or any of them have ceased to hold such
\noffices prior to the authentication and delivery of such Securities or did not
\nhold such offices at the date of such Securities.<\/p>\n
At any time and from time to time after the execution and delivery of
\nthis Indenture, the Company may deliver Securities of any series executed by the
\nCompany to the Trustee for authentication, together with a Company Order for the
\nauthentication and delivery of such Securities, and the Trustee in accordance
\nwith the Company Order shall authenticate and deliver such Securities. If the
\nform or terms of the Securities of the series have been established by or
\npursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
\nin authenticating such Securities, and accepting the additional responsibilities
\nunder this Indenture in relation to such Securities, the Trustee shall be
\nentitled to receive, and (subject to Section 601) shall be fully protected in
\nrelying upon, an Opinion of Counsel stating,<\/p>\n
(1) if the form of such Securities has been established by or
\n pursuant to Board Resolution as permitted by Section 201, that such form
\n has been established in conformity with the provisions of this Indenture;<\/p>\n
(2) if the terms of such Securities have been established by or
\n pursuant to Board Resolution as permitted by Section 301, that such terms
\n have been established in conformity with the provisions of this Indenture;
\n and<\/p>\n
(3) that such Securities, when authenticated and delivered by the
\n Trustee and issued by the Company in the manner and subject to any
\n conditions specified in such Opinion of Counsel, will constitute valid and
\n legally binding obligations of the Company enforceable in accordance with
\n their terms, subject to bankruptcy, insolvency, fraudulent transfer,
\n reorganization, moratorium and similar laws of general applicability
\n relating to or affecting creditors’ rights and to general equity principles
\n and, if applicable, to provisions of law which may require that a judgment
\n for money damages rendered by a court in the United States be expressed in
\n United States dollars.<\/p>\n
If such form or terms have been so established, the Trustee shall not be
\nrequired to authenticate such Securities if the issue of such Securities
\npursuant to this Indenture will affect the Trustee’s own rights, duties or
\nimmunities under the Securities and this Indenture or otherwise in a manner
\nwhich is not reasonably acceptable to the Trustee.<\/p>\n
Notwithstanding the provisions of Section 301 and of the preceding
\nparagraph, if all Securities of a series are not to be originally issued at one
\ntime, it shall not be necessary to deliver the Officers’ Certificate otherwise
\nrequired pursuant to Section 301 or the Company Order and Opinion of Counsel
\notherwise required pursuant to such preceding paragraph at or <\/p>\n
-23-<\/p>\n
prior to the authentication of each Security of such series if such documents
\nare delivered at or prior to the authentication upon original issuance of the
\nfirst Security of such series to be issued.<\/p>\n
Each Security shall be dated the date of its authentication.<\/p>\n
No Security shall be entitled to any benefit under this Indenture or
\nbe valid or obligatory for any purpose unless there appears on such Security a
\ncertificate of authentication substantially in the form provided for herein,
\nexecuted by the Trustee by manual signature of an authorized officer, and such
\ncertificate upon any Security shall be conclusive evidence, and the only
\nevidence, that such Security has been duly authenticated and delivered
\nhereunder. Notwithstanding the foregoing, if any Security shall have been
\nauthenticated and delivered hereunder but never issued and sold by the Company,
\nand the Company shall deliver such Security to the Trustee for cancellation as
\nprovided in Section 309, for all purposes of this Indenture such Security shall
\nbe deemed never to have been authenticated and delivered hereunder and shall
\nnever be entitled to the benefits of this Indenture.<\/p>\n
Section 304. Temporary Securities.
\n ——————– <\/p>\n
Pending the preparation of definitive Securities of any series, the
\nCompany may execute, and upon Company Order the Trustee shall authenticate and
\ndeliver, temporary Securities which are printed, lithographed, typewritten,
\nmimeographed or otherwise produced, in any authorized denomination,
\nsubstantially of the tenor of the definitive Securities in lieu of which they
\nare issued and with such appropriate insertions, omissions, substitutions and
\nother variations as the officers executing such Securities may determine, as
\nevidenced by their execution of such Securities.<\/p>\n
If temporary Securities of any series are issued, the Company will
\ncause definitive Securities of that series to be prepared without unreasonable
\ndelay. After the preparation of definitive Securities of such series, the
\ntemporary Securities of such series shall be exchangeable for definitive
\nSecurities of such series upon surrender of the temporary Securities of such
\nseries at the office or agency of the Company in a Place of Payment for that
\nseries, without charge to the Holder. Upon surrender for cancellation of any
\none or more temporary Securities of any series, the Company shall execute and
\nthe Trustee shall authenticate and deliver in exchange therefor one or more
\ndefinitive Securities of the same series, of any authorized denominations and of
\nlike tenor and aggregate principal amount. 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 and tenor.<\/p>\n
Section 305. Registration, Registration of Transfer and Exchange.
\n ————————————————— <\/p>\n
The Company shall cause to be kept at the Corporate Trust Office of
\nthe Trustee a register (the register maintained in such office or in any other
\noffice or agency of the Company in a Place of Payment being herein sometimes
\nreferred to as the “Security Register”) in which, subject to such reasonable
\nregulations as it may prescribe, the Company shall provide for the registration
\nof Securities and of transfers of Securities. The Trustee is <\/p>\n
-24-<\/p>\n
hereby appointed “Security Registrar” for the purpose of registering Securities
\nand transfers of Securities as herein provided.<\/p>\n
Upon surrender for registration of transfer of any Security of a
\nseries at the office or agency of the Company in a Place of Payment for that
\nseries, the Company shall execute, and the Trustee shall authenticate and
\ndeliver, in the name of the designated transferee or transferees, one or more
\nnew Securities of the same series, of any authorized denominations and of like
\ntenor and aggregate principal amount.<\/p>\n
At the option of the Holder, Securities of any series may be exchanged
\nfor other Securities of the same series, of any authorized denominations and of
\nlike tenor and aggregate principal amount, upon surrender of the Securities to
\nbe exchanged at such office or agency. Whenever any Securities are so
\nsurrendered for exchange, the Company shall execute, and the Trustee shall
\nauthenticate and deliver, the Securities which the Holder making the exchange is
\nentitled to receive.<\/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 entitled to the same benefits under this Indenture, as the Securities
\nsurrendered upon such registration of transfer or exchange.<\/p>\n
Every Security presented or surrendered for registration of transfer
\nor for exchange shall (if so required by the Company or the Trustee) be duly
\nendorsed, or be accompanied by a written instrument of transfer in form
\nsatisfactory to the Company and the Security Registrar duly executed, by the
\nHolder thereof or his attorney duly authorized in writing.<\/p>\n
No service charge shall be made for any registration of transfer or
\nexchange of Securities, but the Company may require payment of a sum sufficient
\nto cover any tax or other governmental charge that may be imposed in connection
\nwith any registration of transfer or exchange of Securities, other than
\nexchanges pursuant to Section 304, 906 or 1107 not involving any transfer.<\/p>\n
If the Securities of any series (or of any series and specified tenor)
\nare to be redeemed in part, the Company shall not be required (A) to issue,
\nregister the transfer of or exchange any Securities of that series (or of that
\nseries and specified tenor, as the case may be) during a period beginning at the
\nopening of business 15 days before the day of the mailing of a notice of
\nredemption of any such Securities selected for redemption under Section 1103 and
\nending at the close of business on the day of such mailing, or (B) to register
\nthe transfer of or exchange any Security so selected for redemption in whole or
\nin part, except the unredeemed portion of any Security being redeemed in part.<\/p>\n
The provisions of Clauses (1), (2), (3), (4), (5) and (6) below shall
\napply only to Global Securities:<\/p>\n
(1) Each Global Security authenticated under this Indenture shall be
\n registered in the name of the Depositary designated for such Global
\n Security or a nominee thereof and delivered to such Depositary or a nominee
\n thereof or custodian <\/p>\n
-25-<\/p>\n
therefor, and each such Global Security shall constitute a single Security
\n for all purposes of this Indenture.<\/p>\n
(2) Notwithstanding any other provision in this Indenture, no Global
\n Security may be exchanged in whole or in part for Securities registered,
\n and no transfer of a Global Security in whole or in part may be registered,
\n in the name of any Person other than the Depositary for such Global
\n Security or a nominee thereof unless (A) such Depositary (i) has notified
\n the Company that it is unwilling or unable to continue as Depositary for
\n such Global Security or (ii) has ceased to be a clearing agency registered
\n under the Exchange Act, (B) there shall have occurred and be continuing an
\n Event of Default with respect to such Global Security or (C) there shall
\n exist such circumstances, if any, in addition to or in lieu of the
\n foregoing as have been specified for this purpose as contemplated by
\n Section 301.<\/p>\n
(3) Subject to the provisions of Clause (2) above, the rights of
\n holders of such Global Securities shall be exercised only through the
\n Depositary and shall be limited to those established by law and agreements
\n between such holders and the Depositary and or the Depositary participants.
\n The initial Depositary will make book-entry transfers among the Depositary
\n participants and receive and transmit distributions of principal and
\n interest on the Global Securities to such Depositary participants.<\/p>\n
The Depositary may be treated by the Company and the Trustee, and any
\n of their respective agents, employees, officers and directors, as the
\n absolute owner of the Global Securities for all purposes whatsoever.
\n Notwithstanding the foregoing, nothing in this Indenture shall prevent the
\n Company and the Trustee, or any of their respective agents, from giving
\n effect to any written certification, proxy or other authorization furnished
\n by the Depositary, or shall impair the operation of customary practices
\n governing the exercise of the rights of a holder of any Global Security.
\n Subject to the foregoing provisions of this Section, any holder may grant
\n proxies and otherwise authorize any person to take any action which a
\n holder is entitled to take under this Indenture or the Global Securities.<\/p>\n
(4) Subject to Clause (2) above, any exchange of a Global Security
\n for other Securities may be made in whole or in part, and all Securities
\n issued in exchange for a Global Security or any portion thereof shall be
\n registered in such names as the Depositary for such Global Security shall
\n direct.<\/p>\n
(5) Every Security authenticated and delivered upon registration of
\n transfer of, or in exchange for or in lieu of, a Global Security or any
\n portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
\n 1107 or otherwise, shall be authenticated and delivered in the form of, and
\n shall be, a Global Security, unless such Security is registered in the name
\n of a Person other than the Depositary for such Global Security or a nominee
\n thereof.<\/p>\n
(6) None of the Company, the Trustee nor any agent of the Company or
\n the Trustee will have any responsibility or liability for any aspect of the
\n records relating to <\/p>\n
-26-<\/p>\n
or payments made on account of beneficial ownership interests of a Global
\n Security or maintaining, supervising or reviewing any records relating to
\n such beneficial ownership interests.<\/p>\n
Section 306. Mutilated, Destroyed, Lost or Stolen Securities.
\n ———————————————– <\/p>\n
If any mutilated Security is surrendered to the Trustee, the Company
\nshall execute and the Trustee shall authenticate and deliver in exchange
\ntherefor a new Security of the same series and of like tenor and principal
\namount and bearing a number not contemporaneously outstanding.<\/p>\n
If there shall be delivered to the Company and the Trustee (i)
\nevidence to their satisfaction of the destruction, loss or theft of any Security
\nand (ii) such security or indemnity as may be required by them to save each of
\nthem and any agent of either of them harmless, then, in the absence of notice to
\nthe Company or the Trustee that such Security has been acquired by a bona fide
\npurchaser, the Company shall execute and the Trustee shall authenticate and
\ndeliver, in lieu of any such destroyed, lost or stolen Security, a new Security
\nof the same series and of like tenor and principal amount and bearing a number
\nnot contemporaneously outstanding.<\/p>\n
In case any such mutilated, destroyed, lost or stolen Security has
\nbecome or is about to become due and payable, the Company in its discretion may,
\ninstead of issuing a new Security, pay such Security.<\/p>\n
Upon the issuance of any new Security under this Section, the Company
\nmay require the payment of a sum sufficient to cover any 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.<\/p>\n
Every new Security of any series issued pursuant to this Section in
\nlieu of any destroyed, lost or stolen Security shall constitute an original
\nadditional contractual obligation of the Company, whether or not the destroyed,
\nlost or stolen Security shall be at any time enforceable by anyone, and shall be
\nentitled to all the benefits of this Indenture equally and proportionately with
\nany and all other Securities of that series duly issued hereunder.<\/p>\n
The provisions of this Section are exclusive and shall preclude (to
\nthe extent lawful) all other rights and remedies with respect to the replacement
\nor payment of mutilated, destroyed, lost or stolen Securities.<\/p>\n
Section 307. Payment of Interest; Interest Rights Preserved.
\n ———————————————- <\/p>\n
Except as otherwise provided as contemplated by Section 301 with
\nrespect to any series of Securities, interest on any Security which is payable,
\nand is punctually paid or duly provided for, on any Interest Payment Date shall
\nbe paid to the Person in whose name that Security (or one or more Predecessor
\nSecurities) is registered at the close of business on the Regular Record Date
\nfor such interest.<\/p>\n
-27-<\/p>\n
Any interest on any Security of any series which is payable, but is
\nnot punctually paid or duly provided for, on any Interest Payment Date (herein
\ncalled “Defaulted Interest”) shall forthwith cease to be payable to the Holder
\non the relevant Regular Record Date by virtue of having been such Holder, and
\nsuch Defaulted Interest may be paid by the Company, at its election in each
\ncase, as provided in Clause (1) or (2) below:<\/p>\n
(1) The Company may elect to make payment of any Defaulted Interest
\n to the Persons in whose name the Securities of such series (or their
\n respective Predecessor Securities) are registered at the close of business
\n on a Special Record Date for the payment of such Defaulted Interest, which
\n shall be fixed in the following manner. The Company shall notify the
\n Trustee in writing of the amount of Defaulted Interest proposed to be paid
\n on each Security of such series and the date of the proposed payment, and
\n at the same time the Company shall deposit with the Trustee an amount of
\n money equal to the aggregate amount proposed to be paid in respect of such
\n Defaulted Interest or shall make arrangements satisfactory to the Trustee
\n for such deposit prior to the date of the proposed payment, such money when
\n deposited to be held in trust for the benefit of the Persons entitled to
\n such Defaulted Interest as in this Clause provided. Thereupon the Trustee
\n shall fix a Special Record Date for the payment of such Defaulted Interest
\n which shall be not more than 15 days and not less than 10 days prior to the
\n date of the proposed payment and not less than 10 days after the receipt by
\n the Trustee of any notice of the proposed payment. The Trustee shall
\n promptly notify the Company of such Special Record Date and, in the name
\n and at the expense of the Company, shall cause notice of the proposed
\n payment of such Defaulted Interest and the Special Record Date therefor to
\n be mailed, first-class postage prepaid, to each Holder of Securities of
\n such series, not less than 10 days prior to such Special Record Date.
\n Notice of the proposed payment of such Defaulted Interest and the Special
\n Record Date therefor having been so mailed, such Defaulted Interest shall
\n be paid to the Persons in whose names the Securities of such series (or
\n their respective Predecessor Securities) are registered at the close of
\n business on such Special Record Date and shall no longer be payable
\n pursuant to the following Clause (2).<\/p>\n
(2) The Company may make payment of any Defaulted Interest on the
\n Securities of any series in any other lawful manner not inconsistent with
\n the requirements of any securities exchange on which such Securities may be
\n listed, and upon such notice as may be required by such exchange, if, after
\n notice given by the Company to the Trustee of the proposed payment pursuant
\n to this Clause, such manner of payment shall be deemed practicable by the
\n Trustee.<\/p>\n
Subject to the foregoing provisions of this Section, each Security
\ndelivered under this Indenture upon registration of transfer of or in exchange
\nfor or in lieu of any other Security shall carry the rights to interest accrued
\nand unpaid, and to accrue, which were carried by such other Security.<\/p>\n
-28-<\/p>\n
Section 308. Persons Deemed Owners.
\n ——————— <\/p>\n
Prior to due presentment of a Security for registration of transfer,
\nthe Company, the Trustee and any agent of the Company or the Trustee may treat
\nthe Person in whose name such Security is registered as the owner of such
\nSecurity for the purpose of receiving payment of principal of and any premium
\nand (subject to Section 307) any interest on such Security and for all other
\npurposes whatsoever, whether or not such Security be overdue, and neither the
\nCompany, the Trustee nor any agent of the Company or the Trustee shall be
\naffected by notice to the contrary.<\/p>\n
Section 309. Cancellation.
\n ———— <\/p>\n
All Securities surrendered for payment, redemption, registration of
\ntransfer or exchange or for credit against any sinking fund payment shall, if
\nsurrendered to any Person other than the Trustee, be delivered to the Trustee
\nand shall be promptly cancelled by it. The Company may at any time deliver to
\nthe Trustee for cancellation any Securities previously authenticated and
\ndelivered hereunder which the Company may have acquired in any manner
\nwhatsoever, and may deliver to the Trustee (or to any other Person for delivery
\nto the Trustee) for cancellation any Securities previously authenticated
\nhereunder which the Company has not issued and sold, and all Securities so
\ndelivered shall be promptly cancelled by the Trustee. No Securities shall be
\nauthenticated in lieu of or in exchange for any Securities cancelled as provided
\nin this Section, except as expressly permitted by this Indenture. All cancelled
\nSecurities held by the Trustee shall be disposed of by the Trustee in accordance
\nwith its customary procedure, unless otherwise directed by a Company Order.<\/p>\n
Section 310. Computation of Interest.
\n ———————– <\/p>\n
Except as otherwise specified as contemplated by Section 301 for
\nSecurities of any series, interest on the Securities of each series shall be
\ncomputed on the basis of a 360-day year of twelve 30-day months.<\/p>\n
ARTICLE 4
\n SATISFACTION AND DISCHARGE
\n ————————–<\/p>\n
Section 401. Satisfaction and Discharge of Indenture.
\n ————————————— <\/p>\n
This Indenture shall upon Company Request cease to be of further effect
\n(except as to any surviving rights of registration of transfer or exchange of
\nSecurities herein expressly provided for), and the Trustee, at the expense of
\nthe Company, shall execute proper instruments acknowledging satisfaction and
\ndischarge of this Indenture, when<\/p>\n
(1) either<\/p>\n
(a) all Securities theretofore authenticated and delivered
\n (other than (i) Securities which have been destroyed, lost or stolen and
\n which have been replaced or paid as provided in Section 306 and (ii)
\n Securities for whose payment money has theretofore been deposited in trust
\n or segregated and held in trust by the Company and <\/p>\n
-29-<\/p>\n
thereafter repaid to the Company or discharged from such trust, as provided
\n in Section 1003) have been delivered to the Trustee for cancellation; or<\/p>\n
(b) all such Securities not theretofore delivered to the Trustee
\n for cancellation<\/p>\n
(i) have become due and payable, or<\/p>\n
(ii) will become due and payable at their Stated Maturity
\n within one year, or<\/p>\n
(iii) are to be called for redemption within one year under
\n arrangements satisfactory to the Trustee for the giving of notice of
\n redemption by the Trustee in the name, and at the expense, of the
\n Company,<\/p>\n
and the Company, in the case of (i) (ii) or (iii) above, has deposited or caused
\nto be deposited with the Trustee as trust funds in trust for the purpose money
\n(either in United States dollars or such other currency or currency units in
\nwhich the Securities of any series may be payable) in an amount sufficient to
\npay and discharge the entire indebtedness on such Securities not theretofore
\ndelivered to the Trustee for cancellation, for principal and any premium and
\ninterest to the date of such deposit (in the case of Securities which have
\nbecome due and payable) or to the Stated Maturity or Redemption Date, as the
\ncase may be;<\/p>\n
(2) the Company has paid or caused to be paid all other sums payable
\n hereunder by the Company; and<\/p>\n
(3) the Company has delivered to the Trustee an Officers’ Certificate
\n and an Opinion of Counsel, each stating that all conditions precedent
\n herein provided for relating to the satisfaction and discharge of this
\n Indenture have been complied with.<\/p>\n
Notwithstanding the satisfaction and discharge of this Indenture, the
\nobligations of the Company to the Trustee under Section 607, the obligations of
\nthe Company to any Authenticating Agent under Section 614 and, if money shall
\nhave been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
\nthis Section, the obligations of the Trustee under Section 402 and the last
\nparagraph of Section 1003 shall survive.<\/p>\n
Section 402. Application of Trust Money.
\n ————————– <\/p>\n
Subject to the provisions of the last paragraph of Section 1003, all
\nmoney deposited with the Trustee pursuant to Section 401 shall be held in trust
\nand applied by it, in accordance with the provisions of the Securities 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 Persons entitled thereto, of the principal and any premium and
\ninterest for whose payment such money has been deposited with the Trustee.<\/p>\n
-30-<\/p>\n
ARTICLE 5
\n REMEDIES
\n ——–<\/p>\n
Section 501. Events of Default.
\n —————– <\/p>\n
“Event of Default”, wherever used herein with respect to Securities of
\nany series, means any of the following events (whatever the reason for such
\nEvent of Default and whether it shall be voluntary or involuntary or be effected
\nby operation of law or pursuant to any judgment, decree or order of any court or
\nany order, rule or regulation of any administrative or governmental body):<\/p>\n
(1) default in the payment of any interest upon any Security of that
\n series when it becomes due and payable, and continuance of such default for
\n a period of 30 days; or<\/p>\n
(2) default in the payment of the principal of or any premium on any
\n Security of that series when due, whether at its Maturity, upon
\n acceleration or otherwise; or<\/p>\n
(3) default in the deposit of any sinking fund payment, when and as
\n due by the terms of a Security of that series; or<\/p>\n
(4) default in the performance, or breach, of any covenant, agreement
\n or warranty of the Company in this Indenture (other than a covenant,
\n agreement or warranty a default in whose performance or whose breach is
\n elsewhere in this Section specifically dealt with or which has expressly
\n been included in this Indenture solely for the benefit of series of
\n Securities other than that series), and continuance of such default or
\n breach for a period of 90 days after there has been given, by registered or
\n certified mail, to the Company by the Trustee or to the Company and the
\n Trustee by the Holders of at least 10% in principal amount of the
\n Outstanding Securities of that series a written notice specifying such
\n default or breach and requiring it to be remedied and stating that such
\n notice is a “Notice of Default” hereunder; or<\/p>\n
(5) the entry by a court having jurisdiction in the premises of (A) a
\n decree or order for relief in respect of the Company in an involuntary case
\n or proceeding under any applicable Federal or State bankruptcy, insolvency,
\n reorganization or other similar law or (B) a decree or order adjudging the
\n Company a bankrupt or insolvent, or approving as properly filed a petition
\n seeking reorganization, arrangement, adjustment or composition of or in
\n respect of the Company under any applicable Federal or State law, or
\n appointing a custodian, receiver, liquidator, assignee, trustee,
\n sequestrator or other similar official of the Company or of any substantial
\n part of its property, or ordering the winding up or liquidation of its
\n affairs, and the continuance of any such decree or order for relief or any
\n such other decree or order unstayed and in effect for a period of 60
\n consecutive days; or<\/p>\n
(6) the commencement by the Company of a voluntary case or proceeding
\n under any applicable Federal or State bankruptcy, insolvency,
\n reorganization or other similar law or of any other case or proceeding to
\n be adjudicated a bankrupt or <\/p>\n
-31-<\/p>\n
insolvent, or the consent by it to the entry of a decree or order for
\n relief in respect of the Company in an involuntary case or proceeding under
\n any applicable Federal or State bankruptcy, insolvency, reorganization or
\n other similar law or to the commencement of any bankruptcy or insolvency
\n case or proceeding against it, or the filing by it of a petition or answer
\n or consent seeking reorganization or relief under any applicable Federal or
\n State law, or the consent by it to the filing of such petition or to the
\n appointment of or taking possession by a custodian, receiver, liquidator,
\n assignee, trustee, sequestrator or other similar official of the Company or
\n of any substantial part of its property, or the making by it of an
\n assignment for the benefit of creditors, or the admission by it in writing
\n of its inability to pay its debts generally as they become due, or the
\n taking of corporate action by the Company in furtherance of any such
\n action; or<\/p>\n
(7) any other Event of Default provided with respect to Securities of
\n that series.<\/p>\n
Section 502. Acceleration of Maturity; Rescission and Annulment.
\n ————————————————– <\/p>\n
If an Event of Default (other than an Event of Default specified in
\nSection 501(5) or 501(6)) with respect to Securities of any series at the time
\nOutstanding occurs and is continuing, then in every such case the Trustee or the
\nHolders of not less than 25% in principal amount of the Outstanding Securities
\nof that series may declare the principal amount of all the Securities of that
\nseries (or, if any Securities of that series are Original Issue Discount
\nSecurities, such portion of the principal amount of such Securities as may be
\nspecified by the terms thereof) to be due and payable immediately, by a notice
\nin writing to the Company (and to the Trustee if given by Holders), and upon any
\nsuch declaration such principal amount (or specified amount) shall become
\nimmediately due and payable. If an Event of Default specified in Section 501(5)
\nor 501(6) with respect to Securities of any series at the time Outstanding
\noccurs, the principal amount of all the Securities of that series (or, if any
\nSecurities of that series are Original Issue Discount Securities, such portion
\nof the principal amount of such Securities as may be specified by the terms
\nthereof) shall automatically, and without any declaration or other action on the
\npart of the Trustee or any Holder, become immediately due and payable.<\/p>\n
At any time after such a declaration of acceleration with respect to
\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 a majority in principal amount of the
\nOutstanding Securities of that series, by written notice to the Company and the
\nTrustee, may rescind and annul such declaration and its consequences if:<\/p>\n
(1) the Company has paid or deposited with the Trustee a sum
\n sufficient to pay;<\/p>\n
(A) all overdue interest on all Securities of that series,<\/p>\n
-32-<\/p>\n
(B) the principal of (and premium, if any, on) any Securities of
\nthat series which have become due otherwise than by such declaration of
\nacceleration and any interest thereon at the rate or rates prescribed therefor
\nin such Securities,<\/p>\n
(C) to the extent that payment of such interest is lawful,
\ninterest upon overdue interest at the rate or rates prescribed therefor in such
\nSecurities, and<\/p>\n
(D) all sums paid or advanced by the Trustee hereunder and the
\nreasonable compensation, expenses, disbursements and advances of the Trustee,
\nits agents and counsel; and<\/p>\n
(2) all Events of Default with respect to Securities of that series,
\n other than the non-payment of the principal of Securities of that series
\n which have become due solely by such declaration of acceleration, have been
\n cured or waived as provided in Section 513.<\/p>\n
No such rescission shall affect any subsequent default or impair any right
\nconsequent thereon.<\/p>\n
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.
\n ————————————————————— <\/p>\n
The Company covenants that if:<\/p>\n
(1) default is made in the payment of any interest on any Security
\n when such interest becomes due and payable and such default continues for a
\n period of 30 days; or<\/p>\n
(2) default is made in the payment of the principal of (or premium,
\n if any, on) any Security whether at the Maturity or upon acceleration or
\n otherwise thereof;<\/p>\n
the Company will, upon demand of the Trustee, pay to it, for the benefit of the
\nHolders of such Securities, the whole amount then due and payable on such
\nSecurities for principal and any premium and interest and, to the extent that
\npayment of such interest shall be legally enforceable, interest on any overdue
\nprincipal and premium and on any overdue interest, at the rate or rates
\nprescribed therefor in such Securities, and, in addition thereto, such further
\namount as shall be sufficient to cover the costs and expenses of collection,
\nincluding the reasonable compensation, expenses, disbursements and advances of
\nthe Trustee, its agents and counsel.<\/p>\n
If an Event of Default with respect to Securities of any series occurs
\nand is continuing, the Trustee may in its discretion proceed to protect and
\nenforce its rights and the rights of the Holders of Securities of such series by
\nsuch appropriate judicial proceedings as the Trustee shall deem most effectual
\nto protect and enforce any such rights, whether for the specific enforcement of
\nany covenant or agreement in this Indenture or in aid of the exercise of any
\npower granted herein, or to enforce any other proper remedy.<\/p>\n
-33-<\/p>\n
Section 504. Trustee May File Proofs of Claim.
\n ——————————– <\/p>\n
In case of any judicial proceeding relative to the Company (or any
\nother obligor upon the Securities), its property or its creditors, the Trustee
\nshall be entitled and empowered, by intervention in such proceeding or
\notherwise, to take any and all actions authorized under the Trust Indenture Act
\nin order to have claims of the Holders and the Trustee allowed in any such
\nproceeding. In particular, the Trustee shall be authorized to collect and
\nreceive any moneys or other property payable or deliverable on any such claims
\nand to distribute the same; and any custodian, receiver, assignee, trustee,
\nliquidator, sequestrator or other similar official in any such judicial
\nproceeding is hereby authorized by each Holder to make such payments to the
\nTrustee and, in the event that the Trustee shall consent to the making of such
\npayments directly to the Holders, to pay to the Trustee any amount due it for
\nthe reasonable compensation, expenses, disbursements and advances of the
\nTrustee, its agents and counsel, and any other amounts due the Trustee under
\nSection 607.<\/p>\n
No provision of this Indenture shall be deemed to authorize the
\nTrustee to authorize or consent to or accept or adopt on behalf of any Holder
\nany plan of reorganization, arrangement, adjustment or composition affecting the
\nSecurities or the rights of any Holder thereof or to authorize the Trustee to
\nvote in respect of the claim of any Holder in any such proceeding; provided,
\nhowever, that the Trustee may, on behalf of the Holders, vote for the election
\nof a trustee in bankruptcy or similar official and be a member of a creditors’
\nor other similar committee.<\/p>\n
Section 505. Trustee May Enforce Claims Without Possession of Securities.
\n ———————————————————– <\/p>\n
All rights of action and claims under this Indenture or the
\nSecurities may be prosecuted and enforced by the Trustee without the possession
\nof any of the Securities or the production thereof in any proceeding relating
\nthereto, and any such proceeding instituted by the Trustee shall be brought in
\nits own name as trustee of an express trust, and any recovery of judgment shall,
\nafter provision for the payment of the reasonable compensation, expenses,
\ndisbursements and advances of the Trustee, its agents and counsel, be for the
\nratable benefit of the Holders of the Securities in respect of which such
\njudgment has been recovered.<\/p>\n
Section 506. Application of Money Collected.
\n —————————— <\/p>\n
Any money collected by the Trustee pursuant to this Article shall
\nbe applied in the following order, at the date or dates fixed by the Trustee
\nand, in case of the distribution of such money on account of principal or any
\npremium or interest, upon presentation of the Securities and the notation
\nthereon of the payment if only partially paid and upon surrender thereof if
\nfully paid:<\/p>\n
FIRST: To the payment of all amounts due the Trustee under Section
\n 607; and<\/p>\n
SECOND: To the payment of the amounts then due and unpaid for
\n principal of and any premium and interest on the Securities in respect of
\n which or for the benefit of which such money has been collected, ratably,
\n without preference or priority of any kind, according to the amounts due
\n and payable on such Securities for principal and any premium and interest,
\n respectively.<\/p>\n
-34-<\/p>\n
THIRD: To the Company or any other Person or Persons entitled
\n thereto.<\/p>\n
Section 507. Limitation on Suits.
\n ——————- <\/p>\n
No Holder of any Security of any series shall have any right to
\ninstitute any proceeding, judicial or otherwise, with respect to this Indenture,
\nor for the appointment of a receiver or trustee, or for any other remedy
\nhereunder, unless:<\/p>\n
(1) such Holder has previously given written notice to the Trustee of
\n a continuing Event of Default with respect to the Securities of that
\n series;<\/p>\n
(2) the Holders of not less than 25% in principal amount of the
\n Outstanding Securities of that series shall have made written request to
\n the Trustee to institute proceedings in respect of such Event of Default in
\n its own name as Trustee hereunder;<\/p>\n
(3) such Holder or Holders have offered to the Trustee reasonable
\n indemnity against the costs, expenses and liabilities to be incurred in
\n compliance with such request;<\/p>\n
(4) the Trustee for 60 days after its receipt of such notice, request
\n and offer of indemnity has failed to institute any such proceeding; and<\/p>\n
(5) no direction inconsistent with such written request has been
\n given to the Trustee during such 60-day period by the Holders of a majority
\n in principal amount of the Outstanding Securities of that series;<\/p>\n
it being understood and intended that no one or more of such Holders shall have
\nany right in any manner whatever by virtue of, or by availing of, any provision
\nof this Indenture to affect, disturb or prejudice the rights of any other of
\nsuch Holders, or to obtain or to seek to obtain priority or preference over any
\nother of such Holders or to enforce any right under this Indenture, except in
\nthe manner herein provided and for the equal and ratable benefit of all of such
\nHolders.<\/p>\n
Section 508. Unconditional Right of Holders to Receive Principal, Premium and
\n —————————————————————-
\nInterest and to Convert.
\n———————– <\/p>\n
Notwithstanding any other provision in this Indenture, the Holder of
\nany Security shall have the right, which is absolute and unconditional, to
\nreceive payment of the principal of and any premium and (subject to Section 307)
\ninterest on such Security on the respective Stated Maturities expressed in such
\nSecurity (or, in the case of redemption, on the Redemption Date) and to convert
\nsuch Security in accordance with the provisions in the form of Security of any
\nparticular series pursuant to Section 301(9) and to institute suit for the
\nenforcement of any such payment and right to convert, and such rights shall not
\nbe impaired without the consent of such Holder.<\/p>\n
-35-<\/p>\n
Section 509. Restoration of Rights and Remedies.
\n ———————————- <\/p>\n
If the Trustee or any Holder has instituted any proceeding to
\nenforce any right or remedy under this Indenture and such proceeding has been
\ndiscontinued or abandoned for any reason, or has been determined adversely to
\nthe Trustee or to such Holder, then and in every such case, subject to any
\ndetermination in such proceeding, the Company, the Trustee and the Holders shall
\nbe restored severally and respectively to their former positions hereunder and
\nthereafter all rights and remedies of the Trustee and the Holders shall continue
\nas though no such proceeding had been instituted.<\/p>\n
Section 510. Rights and Remedies Cumulative.
\n —————————— <\/p>\n
Except as otherwise provided with respect to the replacement or
\npayment of mutilated, destroyed, lost or stolen Securities in the last paragraph
\nof Section 306, no right or remedy herein conferred upon or reserved to the
\nTrustee or to the Holders is intended to be exclusive of any other right or
\nremedy, and every right and remedy shall, to the extent permitted by law, be
\ncumulative and in addition to every other right and remedy given hereunder or
\nnow or hereafter existing at law or in equity or otherwise. The assertion or
\nemployment of any right or remedy hereunder, or otherwise, shall not prevent the
\nconcurrent assertion or employment of any other appropriate right or remedy.<\/p>\n
Section 511. Delay or Omission Not Waiver.
\n —————————- <\/p>\n
No delay or omission of the Trustee or of any Holder of any
\nSecurities to exercise any right or remedy accruing upon any Event of Default
\nshall impair any such right or remedy or constitute a waiver of any such Event
\nof Default or an acquiescence therein. Every right and remedy given by this
\nArticle or by law to the Trustee or to the Holders may be exercised from time to
\ntime, and as often as may be deemed expedient, by the Trustee or by the Holders,
\nas the case may be.<\/p>\n
Section 512. Control by Holders.
\n —————— <\/p>\n
The Holders of a majority in principal amount of the Outstanding
\nSecurities of any series shall have the right to direct the time, method and
\nplace of conducting any proceeding for any remedy available to the Trustee, or
\nexercising any trust or power conferred on the Trustee, with respect to the
\nSecurities of such series, provided that:<\/p>\n
(1) such direction shall not be in conflict with any rule of law
\n or with this Indenture;<\/p>\n
(2) the Trustee may take any other action deemed proper by the
\n Trustee which is not inconsistent with such direction; and<\/p>\n
(3) subject to the provisions of Section 601, the Trustee shall
\nhave the right to decline to follow any such direction if the Trustee in good
\nfaith shall, by a Responsible Officer or Officers of the Trustee, determine that
\nthe proceeding so directed would involve the Trustee in personal liability.<\/p>\n
-36-<\/p>\n
Section 513. Waiver of Past Defaults.
\n ———————– <\/p>\n
The Holders of not less than a majority in principal amount of the
\nOutstanding Securities of any series may on behalf of the Holders of all the
\nSecurities of such series waive any past default hereunder with respect to such
\nseries and its consequences, except a default:<\/p>\n
(1) in the payment of the principal of or any premium or interest
\n on any Security of such series, or<\/p>\n
(2) in respect of a covenant or provision hereof which under
\n Article Nine cannot be modified or amended without the consent of the
\n Holder of each Outstanding Security of such series affected.<\/p>\n
Upon any such waiver, such default shall cease to exist, and any
\nEvent of Default arising therefrom shall be deemed to have been cured, for every
\npurpose of this Indenture; but no such waiver shall extend to any subsequent or
\nother default or impair any right consequent thereon.<\/p>\n
Section 514. Undertaking for Costs.
\n ——————— <\/p>\n
In any suit for the enforcement of any right or remedy under this
\nIndenture, or in any suit against the Trustee for any action taken, suffered or
\nomitted by it as Trustee, a court may require any party litigant in such suit to
\nfile an undertaking to pay the costs of such suit, and may assess costs against
\nany such party litigant, in the manner and to the extent provided in the Trust
\nIndenture Act; provided that neither this Section nor the Trust Indenture Act
\nshall be deemed to authorize any court to require such an undertaking or to make
\nsuch an assessment in any suit instituted by the Company.<\/p>\n
Section 515. Waiver of Usury, Stay or Extension Laws.
\n ————————————— <\/p>\n
The Company covenants (to the extent that it may lawfully do so)
\nthat it will not at any time insist upon, or plead, or in any manner whatsoever
\nclaim or take the benefit or advantage of, any usury, stay or extension law
\nwherever enacted, now or at any time hereafter in force, which may affect the
\ncovenants or the performance of this Indenture; and the Company (to the extent
\nthat it may lawfully do so) hereby expressly waives all benefit or advantage of
\nany such law and covenants that it will not hinder, delay or impede the
\nexecution of any power herein granted to the Trustee, but will suffer and permit
\nthe execution of every such power as though no such law had been enacted.<\/p>\n
ARTICLE 6
\n THE TRUSTEE
\n ———–<\/p>\n
Section 601. Certain Duties and Responsibilities.
\n ———————————– <\/p>\n
The Trustee, prior to the occurrence of an Event of Default and
\nafter the curing or waiving of all Events of Default which may have occurred,
\nundertakes to perform such duties and only such duties as are specifically set
\nforth in this Indenture. In case an Event of<\/p>\n
-37-<\/p>\n
Default to the actual knowledge of a Responsible Officer of the Trustee has
\noccurred, has not been waived and is continuing, the Trustee shall exercise such
\nof the rights and powers vested in it by this Indenture, and use the same degree
\nof care and skill in their exercise, as a prudent man would exercise or use
\nunder the circumstances in the conduct of his own affairs.<\/p>\n
No provision of this Indenture shall be construed to relieve the
\nTrustee from liability for its own negligent actions, its own negligent failure
\nto act or its own willful misconduct, except that:<\/p>\n
(a) prior to the occurrence of an Event of Default and
\n after the curing or waiving of all such Events of Default which may have
\n occurred;<\/p>\n
(i) the duties and obligations of the Trustee shall
\n be determined solely by the express provisions of this Indenture, and
\n the Trustee shall not be liable except for the performance of such
\n duties and obligations as are specifically set forth in this
\n Indenture, and no implied covenants or obligations shall be read into
\n this Indenture against the Trustee; and<\/p>\n
(ii) in the absence of bad faith on the part of the
\n Trustee, the Trustee may conclusively rely, as to the truth of the
\n statements and the correctness of the opinions expressed therein, upon
\n any statements, certificates or opinions furnished to the Trustee and
\n conforming to the requirements of this Indenture; but in the case of
\n any such statements, certificates or opinions which by any provision
\n hereof are specifically required to be furnished to the Trustee, the
\n Trustee shall be under a duty to examine the same to determine whether
\n or not they conform to the requirements of this Indenture;<\/p>\n
(b) the Trustee shall not be liable for any error of
\n judgment made in good faith by a Responsible Officer or Responsible
\n Officers of the Trustee, unless it shall be proved that the Trustee was
\n negligent in ascertaining the pertinent facts; and<\/p>\n
(c) the Trustee shall not be liable with respect to any
\n action taken or omitted to be taken by it in good faith in accordance with
\n the direction of the Holders of not less than a majority in principal
\n amount of the Securities at the time outstanding relating to the time,
\n method and place of conducting a proceeding for any remedy available to the
\n Trustee, or exercising any trust or power conferred upon the Trustee, under
\n this Indenture.<\/p>\n
None of the provisions contained in this Indenture shall require
\nthe Trustee to expend or risk its own funds or otherwise incur personal
\nfinancial liability in the performance of any of its duties or in the exercise
\nof any of its rights or powers, if there shall be reasonable ground for
\nbelieving that the repayment of such funds or adequate indemnity against such
\nliability is not reasonably assured to it.<\/p>\n
This Section is in furtherance of and subject to Sections 315 and
\n316 of the Trust Indenture Act. <\/p>\n
-38-<\/p>\n
Section 602. Notice of Defaults.
\n —————— <\/p>\n
If a default occurs hereunder with respect to Securities of any
\nseries, the Trustee shall give the Holders of Securities of such series notice
\nof such default as and to the extent provided by the Trust Indenture Act;
\nprovided, however, that in the case of any default of the character specified in
\nSection 501(4) with respect to Securities of such series, no such notice to
\nHolders shall be given until at least 30 days after the occurrence thereof. For
\nthe purpose of this Section, the term “default” means any event which is, or
\nafter notice or lapse of time or both would become, an Event of Default with
\nrespect to Securities of such series.<\/p>\n
Section 603. Certain Rights of Trustee.
\n ————————- <\/p>\n
Subject to the provisions of Section 601:<\/p>\n
(1) the Trustee may conclusively rely and shall be fully
\n protected in acting or refraining from acting upon any resolution,
\n certificate, statement, instrument, opinion, report, notice, request,
\n direction, consent, order, bond, debenture, note, other evidence of
\n indebtedness or other paper or document believed by it to be genuine and to
\n have been signed or presented by the proper party or parties;<\/p>\n
(2) any request or direction of the Company mentioned herein
\n shall be sufficiently evidenced by a Company Request or Company Order, and
\n any resolution of the Board of Directors shall be sufficiently evidenced by
\n a Board Resolution;<\/p>\n
(3) whenever in the administration of this Indenture the Trustee
\n shall deem it desirable that a matter be proved or established prior to
\n taking, suffering or omitting any action hereunder, the Trustee (unless
\n other evidence be herein specifically prescribed) may, in the absence of
\n bad faith on its part, rely upon an Officers’ Certificate;<\/p>\n
(4) the Trustee may consult with counsel and the advice of such
\n counsel or any Opinion of Counsel shall be full and complete authorization
\n and protection in respect of any action taken, suffered or omitted by it
\n hereunder in good faith and in reliance thereon;<\/p>\n
(5) the Trustee shall be under no obligation to exercise any of
\n the rights or powers vested in it by this Indenture at the request or
\n direction of any of the Holders pursuant to this Indenture, unless such
\n Holders shall have offered to the Trustee reasonable security or indemnity
\n against the costs, expenses and liabilities which might be incurred by it
\n in compliance with such request or direction;<\/p>\n
(6) the Trustee shall not be bound to make any investigation into
\n the facts or matters stated in any resolution, certificate, statement,
\n instrument, opinion, report, notice, request, direction, consent order,
\n bond, debenture, note, other evidence of indebtedness or other paper or
\n document, but the Trustee, in its discretion may make such further inquiry
\n or investigation into such facts or matters as it may see fit, and, if the
\n Trustee shall determine to make such further inquiry or investigation, it
\n shall be<\/p>\n
-39-<\/p>\n
entitled to examine the books, records and premises of the Company,
\n personally or by agent or attorney at the sole cost and expense of the
\n Company;<\/p>\n
(7) the Trustee may execute any of the trusts or powers hereunder
\n or perform any duties hereunder either directly or by or through agents or
\n attorneys and the Trustee shall not be responsible for any misconduct or
\n negligence on the part of, or for the supervision of, any agent or attorney
\n appointed with due care by it hereunder;<\/p>\n
(8) in the event the Trustee is also acting as Paying Agent,
\n Authenticating Agent or Security Registrar hereunder, the rights and
\n protections afforded to the Trustee pursuant to this Indenture shall also
\n be afforded to such Paying Agent, Authenticating Agent or Registrar;<\/p>\n
(9) the Trustee shall not be charged with knowledge of an Event
\n of Default unless a Responsible Officer of the Trustee obtains actual
\n knowledge of such event or the Trustee receives written notice of such
\n event from the Company or from Holders of Securities of any series so
\n affected evidencing no less than 51 % of the aggregate outstanding
\n principal amount of Securities of such series; and<\/p>\n
(10) without prejudice to any other rights available to the
\n Trustee under applicable law, when the Trustee incurs expenses or renders
\n services in connection with an Event of Default specified in Section 501(5)
\n or Section 501(6), such expenses (including the fees and expenses of its
\n counsel) and the compensation for such services are intended to constitute
\n expenses of administration under any bankruptcy or insolvency law.<\/p>\n
Section 604. Not Responsible for Recitals or Issuance of Securities.
\n —————————————————— <\/p>\n
The recitals contained herein and in the Securities, except the
\nTrustee’s certificates of authentication, shall be taken as the statements of
\nthe Company, and neither the Trustee nor any Authenticating Agent assumes any
\nresponsibility for their correctness. The Trustee makes no representations as
\nto the validity or sufficiency of this Indenture or of the Securities. Neither
\nthe Trustee nor any Authenticating Agent shall be accountable for the use or
\napplication by the Company of Securities or the proceeds thereof.<\/p>\n
Section 605. May Hold Securities.
\n ——————- <\/p>\n
The Trustee, any Authenticating Agent, any Paying Agent, any
\nSecurity Registrar or any other agent of the Company, in its individual or any
\nother capacity, may become the owner or pledgee of Securities and, subject to
\nSections 608 and 613, may otherwise deal with the Company with the same rights
\nit would have if it were not Trustee, Authenticating Agent, Paying Agent,
\nSecurity Registrar or such other agent.<\/p>\n
Section 606. Money Held in Trust.
\n ——————- <\/p>\n
Money held by the Trustee in trust hereunder need not be
\nsegregated from other funds except to the extent required by law. The Trustee
\nshall be under no liability for interest on any money received by it hereunder
\nexcept as otherwise agreed with the Company.<\/p>\n
-40-<\/p>\n
Section 607. Compensation and Reimbursement.
\n —————————— <\/p>\n
The Company agrees:<\/p>\n
(1) to pay to the Trustee from time to time reasonable
\n compensation for all services rendered by it hereunder (which compensation
\n shall not be limited by any provision of law in regard to the compensation
\n of a trustee of an express trust);<\/p>\n
(2) except as otherwise expressly provided herein, to reimburse
\n the Trustee upon its request for all reasonable expenses, disbursements and
\n advances incurred or made by the Trustee in accordance with any provision
\n of this Indenture (including the reasonable compensation and the expenses
\n and disbursements of its agents and counsel), except any such expense,
\n disbursement or advance as may be attributable to its negligence or bad
\n faith; and<\/p>\n
(3) to indemnify the Trustee and its officers, directors, agents,
\n and employees for, and to hold it and its officers, directors, agents, and
\n employees harmless against, any loss, liability or expense incurred without
\n negligence or bad faith on its part, arising out of or in connection with
\n the acceptance or administration of the trust or trusts hereunder,
\n including the costs and expenses of defending itself against any claim or
\n liability in connection with the exercise or performance of any of its
\n powers or duties hereunder.<\/p>\n
As security for the performance of the obligations of the Company
\nunder this Section, the Trustee shall have a lien prior to the Securities upon
\nall property and funds held or collected by the Trustee as such, except funds
\nheld in trust for the benefit of the Holders of particular Securities.<\/p>\n
Section 608. Conflicting Interests.
\n ——————— <\/p>\n
If the Trustee has or shall acquire a conflicting interest within
\nthe meaning of the Trust Indenture Act, the Trustee shall either eliminate such
\ninterest or resign, to the extent and in the manner provided by, and subject to
\nthe provisions of, the Trust Indenture Act and this Indenture. To the extent
\npermitted by such Act, the Trustee shall not be deemed to have a conflicting
\ninterest by virtue of being a trustee under this Indenture with respect to
\nSecurities of more than one series.<\/p>\n
Section 609. Corporate Trustee Required; Eligibility.
\n ————————————— <\/p>\n
There shall at all times be a Trustee hereunder, which may be
\nTrustee hereunder for Securities of one or more other series. Each Trustee shall
\nbe a Person that is eligible pursuant to the Trust Indenture Act to act as such
\nand has a combined capital and surplus of at least $50,000,000 and has its
\nCorporate Trust Office in the City of New York. If any such Person publishes
\nreports of condition at least annually, pursuant to law or to the requirements
\nof its supervising or examining authority, then for the purposes of this Section
\nand to the extent permitted by the Trust Indenture Act, the combined capital and
\nsurplus of such Person shall be deemed to be its combined capital and surplus as
\nset forth in its most recent report of condition so published. If at any time
\nthe Trustee with respect to the
\n -41-<\/p>\n
Securities of any series shall cease to be eligible in accordance with the
\nprovisions of this Section, it shall resign immediately in the manner and with
\nthe effect hereinafter specified in this Article.<\/p>\n
Section 610. Resignation and Removal; Appointment of Successor.
\n ————————————————- <\/p>\n
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 in accordance with the
\napplicable requirements of Section 611.<\/p>\n
The Trustee may resign at any time with respect to the Securities
\nof one or more series by giving written notice thereof to the Company. If the
\ninstrument of acceptance by a successor Trustee required by Section 611 shall
\nnot have been delivered to the Trustee within 30 days after the giving of such
\nnotice of resignation, the resigning Trustee may petition any court of competent
\njurisdiction for the appointment of a successor Trustee with respect to the
\nSecurities of such series.<\/p>\n
The Trustee may be removed at any time with respect to the
\nSecurities of any series by Act of the Holders of a majority in principal amount
\nof the Outstanding Securities of such series, delivered to the Trustee and to
\nthe Company.<\/p>\n
If at any time:<\/p>\n
(1) the Trustee shall fail to comply with Section 608 after
\n written request therefor by the Company or by any Holder who has been a
\n bona fide Holder of a Security for at least six months,<\/p>\n
(2) the Trustee shall cease to be eligible under Section 609 and
\n shall fail to resign after written request therefor by the Company or by
\n any such Holder, or<\/p>\n
(3) the Trustee shall become incapable of acting or shall be
\n adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
\n property shall be appointed or any public officer shall take charge or
\n control of the Trustee or of its property or affairs for the purpose of
\n rehabilitation, conservation or liquidation;<\/p>\n
then, in any such case, (A) the Company by a Board Resolution may remove the
\nTrustee with respect to all Securities, or (B) subject to Section 514, any
\nHolder who has been a bona fide Holder of a Security for at least six months
\nmay, on behalf of himself and all others similarly situated, petition any court
\nof competent jurisdiction for the removal of the Trustee with respect to all
\nSecurities and the appointment of a successor Trustee or Trustees.<\/p>\n
If the Trustee shall resign, be removed or become incapable of
\nacting, or if a vacancy shall occur in the office of Trustee for any cause, with
\nrespect to the Securities of one or more series, the Company, by a Board
\nResolution, shall promptly appoint a successor Trustee or Trustees with respect
\nto the Securities of that or those series (it being understood that any such
\nsuccessor Trustee may be appointed with respect to the Securities of one or more
\nor all of such series and that at any time there shall be only one Trustee with
\nrespect to the Securities of any particular series) and shall comply with the
\napplicable requirements of <\/p>\n
-42-<\/p>\n
Section 611. If, within one year after such resignation, removal or
\nincapability, or the occurrence of such vacancy, a successor Trustee with
\nrespect to the Securities of any series shall be appointed by act of the Holders
\nof a majority in principal amount of the Outstanding Securities of such series
\ndelivered to the Company and the retiring Trustee, the successor Trustee so
\nappointed shall, forthwith upon its acceptance of such appointment in accordance
\nwith the applicable requirements of Section 611, become the successor Trustee
\nwith respect to the Securities of such series and to that extent supersede the
\nsuccessor Trustee appointed by the Company. If no successor Trustee with respect
\nto the Securities of any series shall have been so appointed by the Company or
\nthe Holders and accepted appointment in the manner required by Section 611, any
\nHolder who has been a bona fide Holder of a Security of such series for at least
\nsix months may, on behalf of himself and all others similarly situated, petition
\nany court of competent jurisdiction for the appointment of a successor Trustee
\nwith respect to the Securities of such series.<\/p>\n
The Company shall give notice of each resignation and each removal
\nof the Trustee with respect to the Securities of any series and each appointment
\nof a successor Trustee with respect to the Securities of any series to all
\nHolders of Securities of such series in the manner provided in Section 106. Each
\nnotice 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
Section 611. Acceptance of Appointment by Successor.
\n ————————————– <\/p>\n
In case of the appointment hereunder of a successor Trustee with
\nrespect to all Securities, every such successor Trustee so appointed shall
\nexecute, acknowledge and deliver to the Company and to the retiring Trustee an
\ninstrument accepting such appointment, and thereupon the resignation or removal
\nof the retiring Trustee shall become effective and such successor Trustee,
\nwithout any further act, deed or conveyance, shall become vested with all the
\nrights, powers, trusts and duties of the retiring Trustee; but, on the request
\nof the Company or the successor Trustee, such retiring Trustee shall, upon
\npayment of its charges, execute and deliver an instrument transferring to such
\nsuccessor Trustee all the rights, powers and trusts of the retiring Trustee and
\nshall duly assign, transfer and deliver to such successor Trustee all property
\nand money held by such retiring Trustee hereunder.<\/p>\n
In case of the appointment hereunder of a successor Trustee with
\nrespect to the Securities of one or more (but not all) series, the Company, the
\nretiring Trustee and each successor Trustee with respect to the Securities of
\none or more series shall execute and deliver an indenture supplemental hereto
\nwherein each successor Trustee shall accept such appointment and which (1) shall
\ncontain such provisions as shall be necessary or desirable to transfer and
\nconfirm to, and to vest in, each successor Trustee all the rights, powers,
\ntrusts and duties of the retiring Trustee with respect to the Securities of that
\nor those series to which the appointment of such successor Trustee relates, (2)
\nif the retiring Trustee is not retiring with respect to all Securities, shall
\ncontain such provisions as shall be deemed necessary or desirable to confirm
\nthat all the rights, powers, trusts and duties of the retiring Trustee with
\nrespect to the Securities of that or those series as to which the retiring
\nTrustee is not retiring shall continue to be vested in the retiring Trustee, and
\n(3) shall add to or change any of the provisions of this Indenture as shall be
\nnecessary to provide for or facilitate the administration <\/p>\n
-43-<\/p>\n
of 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 and 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 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 and each such successor
\nTrustee, without any further act, deed or conveyance, shall become vested with
\nall the rights, powers, trusts and duties of the retiring Trustee with respect
\nto the Securities of that or those series to which the appointment of such
\nsuccessor Trustee relates; but, on request of the Company or any successor
\nTrustee, such retiring Trustee shall duly assign, transfer and deliver to such
\nsuccessor Trustee all property and money held by such retiring Trustee hereunder
\nwith respect to the Securities of that or those series to which the appointment
\nof such successor Trustee relates.<\/p>\n
Upon request of any such successor Trustee, the Company shall
\nexecute any and all instruments for more fully and certainly vesting in and
\nconfirming to such successor Trustee all such rights, powers and trusts referred
\nto in the first or second preceding paragraph, as the case may be.<\/p>\n
No successor Trustee shall accept its appointment unless at the
\ntime of such acceptance such successor Trustee shall be qualified and eligible
\nunder this Article. No trustee hereunder shall be liable for the acts or
\nomissions of any successor Trustee.<\/p>\n
Section 612. Merger, Conversion, Consolidation or Succession to Business.
\n ———————————————————– <\/p>\n
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, or
\nany corporation succeeding to all or substantially all the corporate trust
\nbusiness of the Trustee, shall be the successor of the Trustee hereunder,
\nprovided such corporation shall be otherwise qualified and eligible under this
\nArticle, without the execution or filing of any paper or any further act on the
\npart of any of the parties hereto. In case any Securities shall have been
\nauthenticated, but not delivered, by the Trustee then in office, any successor
\nby merger, conversion or consolidation to such authenticating Trustee may adopt
\nsuch authentication and deliver the Securities so authenticated with the same
\neffect as if such successor Trustee had itself authenticated such Securities.<\/p>\n
Section 613. Preferential Collection of Claims Against Company.
\n ————————————————- <\/p>\n
If and when the Trustee shall be or become a creditor of the
\nCompany (or any other obligor upon the Securities), the Trustee shall be subject
\nto the provisions of the Trust Indenture Act regarding the collection of claims
\nagainst the Company (or any such other obligor).<\/p>\n
Section 614. Appointment of Authenticating Agent.
\n ———————————– <\/p>\n
The Trustee may appoint an Authenticating Agent or Agents with
\nrespect to one or more series of Securities which shall be authorized to act on
\nbehalf of the Trustee to <\/p>\n
-44-<\/p>\n
authenticate Securities of such series issued upon original issue and upon
\nexchange, registration of transfer or partial redemption thereof or pursuant to
\nSection 306, and Securities so authenticated shall be entitled to the benefits
\nof this Indenture and shall be valid and obligatory for all purposes as if
\nauthenticated by the Trustee hereunder. Wherever reference is made in this
\nIndenture to the authentication and delivery of Securities by the Trustee or the
\nTrustee’s certificate of authentication, such reference shall be deemed to
\ninclude authentication and delivery on behalf of the Trustee by an
\nAuthenticating Agent and a certificate of authentication executed on behalf of
\nthe Trustee by an Authenticating Agent. Each Authenticating Agent shall be
\nacceptable to the Company and shall at all times be a corporation organized and
\ndoing business under the laws of the United States of America, any State thereof
\nor the District of Columbia, authorized under such laws to act as Authenticating
\nAgent, having a combined capital and surplus of not less than $50,000,000 and
\nsubject to supervision or examination by Federal or State authority. If such
\nAuthenticating Agent publishes reports of condition at least annually, pursuant
\nto law or to the requirements of said supervising or examining authority, then
\nfor the purposes of this Section, the combined capital and surplus of such
\nAuthenticating Agent shall be deemed to be its combined capital and surplus as
\nset forth in its most recent report of condition so published. If at any time an
\nAuthenticating Agent shall cease to be eligible in accordance with the
\nprovisions of this Section, such Authenticating Agent shall resign immediately
\nin the manner and with the effect specified in this Section.<\/p>\n
Any corporation into which an Authenticating Agent may be merged
\nor converted or with which it may be consolidated, or any corporation resulting
\nfrom any merger, conversion or consolidation to which such Authenticating Agent
\nshall be a party, or any corporation succeeding to the corporate agency or
\ncorporate trust business of an Authenticating Agent, shall continue to be an
\nAuthenticating Agent, provided such corporation shall be otherwise eligible
\nunder this Section, without the execution or filing of any paper or any further
\nact on the part of the Trustee or the Authenticating Agent.<\/p>\n
An Authenticating Agent may resign at any time by giving written
\nnotice thereof to the Trustee and to the Company. The Trustee may at any time
\nterminate the agency of an Authenticating Agent by giving written notice thereof
\nto such Authenticating Agent and to 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 give notice of such
\nappointment by first-class mail, postage prepaid, to all Holders of Securities
\nof the series with respect to which such Authenticating Agent will serve. 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 to each Authenticating Agent from time
\nto time reasonable compensation for its services under this Section.<\/p>\n
-45-<\/p>\n
If an appointment with respect to one or more series is made
\npursuant to this Section, the Securities of such series may have endorsed
\nthereon, in addition to the Trustee’s certificate of authentication, an
\nalternative certificate of authentication in the following form:<\/p>\n
This is one of the Securities of the series designated therein
\nreferred to in the within-mentioned Indenture.<\/p>\n
JPMORGAN CHASE BANK, as Trustee<\/p>\n
By:_________________________________
\n As Authenticating Agent<\/p>\n
By:_________________________________
\n Authorized Officer<\/p>\n
ARTICLE 7
\n HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
\n ————————————————-<\/p>\n
Section 701. Company to Furnish Trustee Names and Addresses of Holders.
\n ——————————————————— <\/p>\n
The Company will furnish or cause to be furnished to the Trustee,<\/p>\n
(1) semi-annually, not later than April 15 and October 15 in each
\n year, a list in such form as the Trustee may reasonably require, of the
\n names and addresses of the Holders of Securities of each series as of the
\n preceding April 1 or October 1 as the case may be; and<\/p>\n
(2) at such other times as the Trustee may request in writing,
\n within 30 days after the receipt by the Company of any such request, a list
\n of similar form and content as of a date not more than 15 days prior to the
\n time such list is furnished;<\/p>\n
excluding from any such list names and addresses received by the Trustee in its
\ncapacity as Security Registrar.<\/p>\n
Section 702. Preservation of Information; Communications to Holders.
\n —————————————————— <\/p>\n
The Trustee shall preserve, in as current a form as is reasonably
\npracticable, the names and addresses of Holders contained in the most recent
\nlist furnished to the Trustee as provided in Section 701 and the names and
\naddresses of Holders received by the Trustee in its capacity as Security
\nRegistrar. The Trustee may destroy any list furnished to it as provided in
\nSection 701 upon receipt of a new list so furnished.<\/p>\n
The rights of Holders to communicate with other Holders with
\nrespect to their rights under this Indenture or under the Securities, and the
\ncorresponding rights and privileges of the Trustee, shall be as provided by the
\nTrust Indenture Act.<\/p>\n
-46-<\/p>\n
Every Holder of Securities, by receiving and holding the same,
\nagrees with the Company and the Trustee that neither the Company nor the Trustee
\nnor any agent of either of them shall be held accountable by reason of any
\ndisclosure of information as to names and addresses of Holders made pursuant to
\nthe Trust Indenture Act.<\/p>\n
Section 703. Reports by Trustee.
\n —————— <\/p>\n
The Trustee shall transmit to the Holders such reports concerning
\nthe Trustee and its actions under this Indenture as may be required pursuant to
\nthe Trust Indenture Act at the times and in the manner provided pursuant
\nthereto.<\/p>\n
Reports so required to be transmitted at stated intervals of not
\nmore than 12 months shall be transmitted no later than October 15 in each
\ncalendar year, commencing in 2002.<\/p>\n
A copy of each such report shall, at the time of such transmission
\nto Holders, be filed by the Trustee with each stock exchange upon which any
\nSecurities are listed, with the Commission and with the Company. The Company
\nwill notify the Trustee when any Securities are listed on any stock exchange.<\/p>\n
Section 704. Reports by Company.
\n —————— <\/p>\n
The Company shall file with the Trustee and the Commission, and
\ntransmit to the Holders, such information, documents and other reports, and such
\nsummaries thereof, as may be required pursuant to the Trust Indenture Act at the
\ntimes and in the manner provided pursuant to such Act; provided that any such
\ninformation, documents or reports required to be filed with the Commission
\npursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
\nTrustee within 15 days after the same is so required to be filed with the
\nCommission.<\/p>\n
ARTICLE 8
\n CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
\n —————————————————-<\/p>\n
Section 801. Company May Consolidate, Etc., Only on Certain Terms.
\n —————————————————- <\/p>\n
The Company shall not consolidate with or merge into any other
\nPerson or convey, transfer or lease its properties and assets substantially as
\nan entirety to any Person, and the Company shall not permit any Person to
\nconsolidate with or merge into the Company or convey, transfer or lease its
\nproperties and assets substantially as an entirety to the Company, unless:<\/p>\n
(1) in case the Company shall consolidate with or merge into
\n another Person or convey, transfer or lease its properties and assets
\n substantially as an entirety to any Person, the Person formed by such
\n consolidation or into which the Company is merged or the Person which
\n acquires by conveyance or transfer, or which leases, the properties and
\n assets of the Company substantially as an entirety shall be a corporation,
\n limited liability company, partnership or trust, shall be organized and
\n validly existing under the laws of the United States of America, any State
\n thereof or <\/p>\n
-47-<\/p>\n
the District of Columbia and shall expressly assume, by an indenture
\n supplemental hereto, executed and delivered to the Trustee, in form
\n satisfactory to the Trustee, the due and punctual payment of the principal
\n of and any premium and interest on all the Securities and the performance
\n or observance of every covenant of this Indenture on the part of the
\n Company to be performed or observed;<\/p>\n
(2) immediately after giving effect to such transaction and
\n treating any indebtedness which becomes an obligation of the Company or any
\n Subsidiary as a result of such transaction as having been incurred by the
\n Company or such Subsidiary at the time of such transaction, no Event of
\n Default, and no event which, after notice or lapse of time or both, would
\n become an Event of Default, shall have happened and be continuing; and<\/p>\n
(3) the Company has delivered to the Trustee an Officers’
\n Certificate and an Opinion of Counsel, each stating that such
\n consolidation, merger, conveyance, transfer or lease and, if a supplemental
\n indenture is required in connection with such transaction, such
\n supplemental indenture comply with this Article and that all conditions
\n precedent herein provided for relating to such transaction have been
\n complied with.<\/p>\n
Section 802. Successor Substituted.
\n ——————— <\/p>\n
Upon any consolidation of the Company with, or merger of the
\nCompany into, any other Person or any conveyance, transfer or lease of the
\nproperties and assets of the Company substantially as an entirety in accordance
\nwith Section 801, the successor Person formed by such consolidation or into
\nwhich the Company is merged or to which such conveyance, transfer or lease is
\nmade shall succeed to, and be substituted for, and may exercise every right and
\npower of, the Company under this Indenture with the same effect as if such
\nsuccessor Person had been named as the Company herein, and thereafter, except in
\nthe case of a lease, the predecessor Person shall be relieved of all obligations
\nand covenants under this Indenture and the Securities.<\/p>\n
ARTICLE 9
\n SUPPLEMENTAL INDENTURES
\n ———————–<\/p>\n
Section 901. Supplemental Indentures Without Consent of Holders.
\n ————————————————– <\/p>\n
Without the consent of any Holders, the Company, when authorized by a Board
\nResolution, and the Trustee, at any time and from time to time, may enter into
\none or more indentures supplemental hereto, in form satisfactory to the Trustee,
\nfor any of the following purposes:<\/p>\n
(1) to evidence the succession of another Person to the Company
\n and the assumption by any such successor of the covenants of the Company
\n herein and in the Securities;<\/p>\n
-48-<\/p>\n
(2) to add to the covenants of the Company for the benefit of the
\n Holders of all or any series of Securities (and if such covenants are to be
\n for the benefit of less than all series of Securities, stating that such
\n covenants are expressly being included solely for the benefit of such
\n series) or to surrender any right or power herein conferred upon the
\n Company;<\/p>\n
(3) to add any additional Events of Default for the benefit of
\n the Holders of all or any series of Securities (and if such additional
\n Events of Default are to be for the benefit of less than all series of
\n Securities, stating that such additional Events of Default are expressly
\n being included solely for the benefit of such series);<\/p>\n
(4) to add to or change any of the provisions of this Indenture
\n to such extent as shall be necessary to permit or facilitate the issuance
\n of Securities in bearer form, registrable or not registrable as to
\n principal, and with or without interest coupons, or to permit or facilitate
\n the issuance of Securities in uncertificated form;<\/p>\n
(5) to add to, change or eliminate any of the provisions of this
\n Indenture in respect to one or more series of Securities, provided that any
\n such addition, change or elimination (A) shall neither (i) apply to any
\n Security or series created prior to the execution of such supplemental
\n indenture and entitled to the benefit of such provision nor (ii) modify the
\n rights of the Holder of any such Security with respect to such provision or
\n (B) shall become effective only when there is no such Security Outstanding;<\/p>\n
(6) to secure the Securities;<\/p>\n
(7) to establish the form or terms of Securities of any series as
\n permitted by Sections 201 and 301;<\/p>\n
(8) to evidence and provide for the acceptance of appointment
\n hereunder by a successor Trustee with respect to the Securities of one or
\n more series and to add to or change any of the provisions of this Indenture
\n as shall be necessary to provide for or facilitate the administration of
\n the trusts hereunder by more than one Trustee, pursuant to the requirements
\n of Section 611;<\/p>\n
(9) to cure any ambiguity, to correct or supplement any provision
\n herein which may be defective or inconsistent with any other provision
\n herein, or to make any other provisions with respect to matters or
\n questions arising under this Indenture, provided that such action pursuant
\n to this Clause (9) shall not adversely affect the interests of the Holders
\n of Securities of any series in any material respect; or<\/p>\n
(10) to make provisions with respect to the conversion rights of
\n Holders, including providing for the conversion of the Securities into any
\n security or securities of the Company.<\/p>\n
-49-<\/p>\n
Section 902. Supplemental Indentures with Consent of Holders.
\n ———————————————– <\/p>\n
With the consent of the Holders of not less than a majority in
\nprincipal amount of the Outstanding Securities of each series affected by such
\nsupplemental indenture, by Act of said Holders delivered to the Company and the
\nTrustee, the Company, when authorized by a Board Resolution, and the Trustee may
\nenter into an indenture or indentures supplemental hereto for the purpose of
\nadding any provisions to or changing in any manner or eliminating any of the
\nprovisions of this Indenture, or of modifying in any manner the rights of the
\nHolders of Securities of such series under this Indenture; provided, however,
\nthat no such supplemental indenture shall, without the consent of the Holder of
\neach Outstanding Security affected thereby:<\/p>\n
(1) change the Stated Maturity of the principal of, or any
\n installment of principal of or interest on, any Security, or reduce the
\n principal amount thereof or the rate of interest thereon (including any
\n change in the index, indices or formula pursuant to which such rate is
\n determined that would reduce such rate for any period) or any premium
\n payable upon the redemption thereof, change the right to convert any
\n Security in accordance with the provisions in the form of such Security
\n pursuant to Section 301(9) hereof, or reduce the amount of the principal of
\n an Original Issue Discount Security or any other Security which would be
\n due and payable upon a declaration of acceleration of the Maturity thereof
\n pursuant to Section 502, or change any Place of Payment where, or the coin
\n or currency in which, any Security or any premium or interest thereon is
\n payable, or impair the right to institute suit for the enforcement of any
\n such payment on or after the Stated Maturity thereof (or, in the case of
\n redemption, on or after the Redemption Date) or any such right to convert,
\n or<\/p>\n
(2) reduce the percentage in principal amount of the Outstanding
\n Securities of any series, the consent of whose Holders is required for any
\n such supplemental indenture, or the consent of whose Holders is required
\n for any waiver (of compliance with certain provisions of this Indenture or
\n certain defaults hereunder and their consequences) provided for in this
\n Indenture, or<\/p>\n
(3) modify any of the provisions of this Section, Section 513 or
\n Section 1008, except to increase any such percentage or to provide that
\n certain other provisions of this Indenture cannot be modified or waived
\n without the consent of the Holder of each Outstanding Security affected
\n thereby; provided, however, that this clause shall not be deemed to require
\n the consent of any Holder with respect to changes in the references to “the
\n Trustee” and concomitant changes in this Section and Section 1008, or the
\n deletion of this proviso, in accordance with the requirements of Sections
\n 611 and 901(8).<\/p>\n
A supplemental indenture which changes or eliminates any covenant or other
\nprovision of this Indenture which has expressly been included solely for the
\nbenefit of one or more particular series of Securities, or which modifies the
\nrights of the Holders of Securities of such series with respect to such covenant
\nor other provision, shall be deemed not to affect the rights under this
\nIndenture of the Holders of Securities of any other series.<\/p>\n
-50-<\/p>\n
It shall not be necessary for any Act of Holders 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
Section 903. Execution of Supplemental Indentures.
\n ———————————— <\/p>\n
In executing, or accepting the additional trusts created by, any
\nsupplemental indenture permitted by this Article or the modifications thereby of
\nthe trusts created by this Indenture, the Trustee shall be entitled to receive,
\nand (subject to Section 601) shall be fully protected in relying upon, an
\nOpinion of Counsel stating that the execution of such supplemental indenture is
\nauthorized or permitted by this Indenture. The Trustee may, but shall not be
\nobligated to, enter into any such supplemental indenture which affects the
\nTrustee’s own rights, duties or immunities under this Indenture or otherwise.<\/p>\n
Section 904. Effect of Supplemental Indentures.
\n ——————————— <\/p>\n
Upon the execution of any supplemental indenture under this
\nArticle, this Indenture shall be modified in accordance therewith, and such
\nsupplemental indenture shall form a part of this Indenture for all purposes; and
\nevery Holder of Securities theretofore or thereafter authenticated and delivered
\nhereunder shall be bound thereby.<\/p>\n
Section 905. Conformity with Trust Indenture Act.
\n ———————————– <\/p>\n
Every supplemental indenture executed pursuant to this Article
\nshall conform to the requirements of the Trust Indenture Act.<\/p>\n
Section 906. Reference in Securities to Supplemental Indentures.
\n ————————————————– <\/p>\n
Securities of any series authenticated and delivered after the
\nexecution of any supplemental indenture pursuant to this Article may, and shall
\nif required by the Trustee, bear a notation in form approved by the Trustee as
\nto any matter provided for in such supplemental indenture. If the Company shall
\nso determine, new Securities of any series so modified as to conform, in the
\nopinion of the Trustee and the Company, to any such supplemental indenture may
\nbe prepared and executed by the Company and authenticated and delivered by the
\nTrustee in exchange for Outstanding Securities of such series.<\/p>\n
ARTICLE 10
\n COVENANTS
\n ———<\/p>\n
Section 1001. Payment of Principal, Premium and Interest.
\n —————————————— <\/p>\n
The Company covenants and agrees for the benefit of each series of
\nSecurities that it will duly and punctually pay the principal of and any premium
\nand interest on the Securities of that series in accordance with the terms of
\nthe Securities and this Indenture.<\/p>\n
-51-<\/p>\n
Section 1002. Maintenance of Office or Agency.
\n ——————————- <\/p>\n
The Company will maintain in each Place of Payment for any series
\nof Securities an office or agency where Securities of that series may be
\npresented or surrendered for payment, where Securities of that series may be
\nsurrendered for registration of transfer or exchange and where notices and
\ndemands to or upon the Company in respect of the Securities of that series and
\nthis Indenture may be served. The Company will give prompt written notice to the
\nTrustee of the location, and any change in the location, of such office or
\nagency. 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, and the Company hereby appoints the
\nTrustee as its agent to receive all such presentations, surrenders, notices and
\ndemands.<\/p>\n
The Company may also from time to time designate one or more
\nother offices or agencies where the Securities of one or more series may be
\npresented or surrendered for any or all such purposes and may from time to time
\nrescind such designations; provided, however, 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 will give prompt written notice to the Trustee of any
\nsuch designation or rescission and of any change in the location of any such
\nother office or agency.<\/p>\n
Section 1003. Money for Securities Payments to Be Held in Trust.
\n ————————————————- <\/p>\n
If the Company shall at any time act as its own Paying Agent with
\nrespect to any series of Securities, it will, on or before each due date of the
\nprincipal of or any premium or interest on any of the Securities of that series,
\nsegregate and hold in trust for the benefit of the Persons entitled thereto a
\nsum sufficient to pay the principal and any premium and interest so becoming due
\nuntil such sums shall be paid to such Persons or otherwise disposed of as herein
\nprovided and will promptly notify the Trustee of its action or failure so to
\nact.<\/p>\n
Whenever the Company shall have one or more Paying Agent for any
\nseries of Securities, it will, prior to each due date of the principal of or any
\npremium or interest on any Securities of that series, deposit with a Paying
\nAgent a sum sufficient to pay such amount, such sum to be held as provided by
\nthe Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
\nCompany will promptly notify the Trustee of its action or failure so to act.<\/p>\n
The Company will cause each Paying Agent for any series of
\nSecurities other than the Trustee to execute and deliver to the Trustee an
\ninstrument in which such Paying Agent shall agree with the Trustee, subject to
\nthe provisions of this Section, that such Paying Agent will (1) comply with the
\nprovisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
\nduring the continuance of any default by the Company (or any other obligor upon
\nthe Securities of that series) in the making of any payment in respect of the
\nSecurities of that series, upon the written request of the Trustee, forthwith
\npay to the Trustee all sums held in trust by such Paying Agent for payment in
\nrespect of the Securities of that series.<\/p>\n
-52-<\/p>\n
The Company may at any time, for the purpose of obtaining the
\nsatisfaction and discharge of this Indenture or for any other purpose, pay, or
\nby Company Order direct any Paying Agent to pay, to the Trustee all sums held in
\ntrust by the Company or such Paying Agent, such sums to be held by the Trustee
\nupon the same trusts as those upon which such sums were held by the Company or
\nsuch Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
\nsuch Paying Agent shall be released from all further liability with respect to
\nsuch money.<\/p>\n
Any money deposited with the Trustee or any Paying Agent, or then
\nheld by the Company, in trust for the payment of the principal of or any premium
\nor interest on any Security of any series and remaining unclaimed for two years
\nafter such principal, premium or interest has become due and payable shall be
\npaid to the Company on Company Request, or (if then held by the Company) shall
\nbe discharged from such trust; and the Holder of such Security shall thereafter,
\nas an unsecured general creditor, look only to the Company for payment thereof,
\nand all liability of the Trustee or such Paying Agent with respect to such trust
\nmoney, and all liability of the Company as trustee thereof, shall thereupon
\ncease; provided, however, that the Trustee or such Paying Agent, before being
\nrequired to make any such repayment, may at the expense of the Company cause to
\nbe published once, in a newspaper published in the English language, customarily
\npublished on each Business Day and of general circulation in the Borough of
\nManhattan, The City of New York, notice that such money remains unclaimed and
\nthat, after a date specified therein, which shall not be less than 30 days from
\nthe date of such publication, any unclaimed balance of such money then remaining
\nwill be repaid to the Company.<\/p>\n
Section 1004. Statement by Officers as to Default.
\n ———————————– <\/p>\n
The Company will deliver to the Trustee, within 120 days after
\nthe end of each fiscal year of the Company ending after the date hereof, an
\nOfficers’ Certificate stating that a review of the activities of the Company and
\nits subsidiaries during the preceding fiscal year has been made under the
\nsupervision of such officers with a view to determining whether the Company has
\nkept, performed, fulfilled and observed its obligations under this Indenture and
\nstating as to each such officer signing such Officers’ Certificate that, to the
\nbest of such officers’ knowledge, the Company has kept, observed, performed and
\nfulfilled each and every covenant contained in this Indenture and is not in
\ndefault in the performance and observance of any of the terms, provisions and
\nconditions of this Indenture (without regard to any period of grace or
\nrequirement of notice provided hereunder) and, if the Company is in default,
\nspecifying all such defaults and the nature and status thereof of which such
\nofficer may have knowledge.<\/p>\n
The Company will, so long as any of the Securities are
\noutstanding, deliver to the Trustee forthwith upon becoming aware of (i) an
\nEvent of Default or default in the performance of a covenant or agreement or
\ncondition contained in this Indenture or (ii) any default or Event of Default of
\nthe type provided for herein specifying such default or Event of Default, notice
\nof such default or Event of Default.<\/p>\n
-53-<\/p>\n
Section 1005. Existence.
\n ——— <\/p>\n
Subject to Article Eight, the Company will do or cause to be done
\nall things necessary to preserve and keep in full force and effect its
\nexistence, rights (charter and statutory) and franchises and the existence,
\nrights (charter and statutory) and franchises of its subsidiaries; provided,
\nhowever, that the Company shall not be required to preserve any such right or
\nfranchise if the Board of Directors shall determine that the preservation
\nthereof is no longer desirable in the conduct of the business of the Company and
\nthat the loss thereof is not disadvantageous in any material respect to the
\nHolders.<\/p>\n
Section 1006. Maintenance of Properties.
\n ————————- <\/p>\n
The Company will cause all properties used or useful in the
\nconduct of its business or the business of any Subsidiary to be maintained and
\nkept in good condition, repair and working order and supplied with all necessary
\nequipment and will cause to be made all necessary repairs, renewals,
\nreplacements, betterments and improvements thereof, all as in the judgment of
\nthe Company may be necessary so that the business carried on in connection
\ntherewith may be properly and advantageously conducted at all times; provided,
\nhowever, that nothing in this Section shall prevent the Company from
\ndiscontinuing the operation or maintenance of any of such properties if such
\ndiscontinuance is, in the judgement of the Company, desirable in the conduct of
\nits business or the business of any Subsidiary and not disadvantageous in any
\nmaterial respect to the Holders.<\/p>\n
Section 1007. Payment of Taxes and Other Claims.
\n ——————————— <\/p>\n
The Company will pay or discharge or cause to be paid or
\ndischarged, before the same shall become delinquent, (1) all taxes, assessments
\nand governmental charges levied or imposed upon the Company or any Subsidiary or
\nupon the income, profits or property of the Company or any Subsidiary, and (2)
\nall lawful claims for labor, materials and supplies which, if unpaid, might by
\nlaw become a lien upon the property of the Company or any Subsidiary; provided,
\nhowever, that the Company shall not be required to pay or discharge or cause to
\nbe paid or discharged any such tax, assessment, charge or claim whose amount,
\napplicability or validity is being contested in good faith by appropriate
\nproceedings.<\/p>\n
Section 1008. Waiver of Certain Covenants.
\n ————————— <\/p>\n
Except as otherwise specified as contemplated by Section 301 for
\nSecurities of such series, the Company may, with respect to the Securities of
\nany series, omit in any particular instance to comply with any term, provision
\nor condition set forth in Section 1009 or 1010 with respect to the Securities of
\nsuch series or in any covenant provided pursuant to Section 301(19), 901(2) or
\n901(7) for the benefit of the Holders of such series, if before the time for
\nsuch compliance the Holders of at least a majority in principal amount of the
\nOutstanding Securities of such series shall, by Act of such Holders, either
\nwaive such compliance in such instance or generally waive 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 <\/p>\n
-54-<\/p>\n
obligations of the Company and the duties of the Trustee in respect of any such
\nterm, provision or condition shall remain in full force and effect.<\/p>\n
Section 1009. Limitation on Liens.
\n ——————- <\/p>\n
(a) The Company will not, and will not permit any
\n Restricted Subsidiary to, create, incur, assume or guarantee any
\n indebtedness for money borrowed (hereinafter in Sections 1009 and 1010
\n referred to as “Debt”), secured by a mortgage, security interest, pledge,
\n lien, charge or similar encumbrance (mortgages, security interests,
\n pledges, liens, charges and other encumbrances, hereinafter in Sections
\n 1009 and 1010 referred to as a “Mortgage”) upon any Principal Property of
\n the Company or any Restricted Subsidiary or upon any shares of stock or
\n indebtedness or any Restricted Subsidiary (whether such Principal Property,
\n shares of stock or indebtedness are now owned or hereafter acquired)
\n without in any such case effectively providing concurrently with the
\n issuance, assumption or guaranty of any such Debt that the Outstanding
\n Securities (together with, if the Company shall so determine, any other
\n indebtedness of or guarantee by the Company or such Restricted Subsidiary
\n ranking equally with the Outstanding Securities and then existing or
\n thereafter created) shall be secured equally and ratably with such Debt;
\n provided, however, that the foregoing restrictions shall not apply to Debt
\n secured by:<\/p>\n
(i) Mortgages on property, shares of stock or
\n indebtedness of any corporation existing at the time such corporation
\n becomes a Restricted Subsidiary;<\/p>\n
(ii) Mortgages on property existing at the time of
\n acquisition of such property by the Company or a Restricted
\n Subsidiary, Mortgages to secure the payment of all or any part of the
\n purchase price of such property incurred prior to, at the time of, or
\n within 180 days after the acquisition of such property by the Company
\n or a Restricted Subsidiary, or Mortgages to secure any Debt incurred
\n prior to, at the time of, or within 180 days after the completion of
\n construction or commencement of full operation of any property for the
\n purpose of financing all or any part of the cost to the Company or a
\n Restricted Subsidiary of improvements to such property;<\/p>\n
(iii) Mortgages securing Debt of a Restricted
\n Subsidiary owing to the Company or to another Restricted Subsidiary;<\/p>\n
(iv) Mortgages existing at the date of this
\n Indenture;<\/p>\n
(v) Mortgages on property of a corporation existing
\n at the time such corporation is merged into or consolidated with the
\n Company or a Restricted Subsidiary or at the time of a sale, lease or
\n other disposition of the properties of a corporation as an entirety or
\n substantially as an entirety to the Company or a Restricted
\n Subsidiary;<\/p>\n
(vi) Mortgages on property of the Company or a
\n Restricted Subsidiary in favor of the United States of America or any
\n State thereof, or any <\/p>\n
-55-<\/p>\n
department, agency, instrumentality or political subdivision thereof,
\n to secure any payments, including advance or progress payments,
\n pursuant to any contract or statute or to secure any indebtedness
\n incurred or guaranteed for the purpose of financing all or any part of
\n the purchase price or the cost of construction of the property subject
\n to such Mortgages (including, but not limited to, Mortgages incurred
\n in connection with pollution control bonds, industrial revenue bonds
\n or similar financings); or<\/p>\n
(vii) any extension, renewal or replacement (or
\n successive extensions, renewals or replacements), in whole or in part,
\n of any Mortgage referred to in the foregoing clauses (i) to (vi),
\n inclusive; provided, however, that such extension, renewal or
\n replacement shall be limited to all or a part of the property which
\n secured the Mortgage so extended, renewed or replaced (plus
\n improvements on such property).<\/p>\n
(b) Notwithstanding the foregoing provisions of this
\n Section 1009, the Company and any one or more Restricted Subsidiaries may
\n issue, assume or guarantee Debt secured by a Mortgage which would otherwise
\n be subject to the foregoing restrictions in an aggregate amount which,
\n together with all other outstanding Debt of the Company and its Restricted
\n Subsidiaries which (if originally issued, assumed or guaranteed at such
\n time) would otherwise be subject to the foregoing restrictions (not
\n including Debt permitted to be secured under clauses (i) through (vii)
\n above), does not at the time exceed the greater of $1,000,000,000 or 10% of
\n Consolidated Net Tangible Assets of the Company and its consolidated
\n Subsidiaries as shown on the most recent consolidated financial statements
\n of the Company and its consolidated Subsidiaries.<\/p>\n
Section 1010. Limitation on Sale and Lease-Back.
\n ——————————— <\/p>\n
The Company will not, nor will it permit any Restricted
\nSubsidiary to, enter into any arrangement with any Person that provides for the
\nleasing to the Company or any Restricted Subsidiary of any Principal Property
\n(except for leases for a term of not more than three years and except for leases
\nbetween the Company and a Restricted Subsidiary or between Restricted
\nSubsidiaries), which Principal Property has been or is to be sold or transferred
\nby the Company or such Restricted Subsidiary to such person, unless (a) the
\nCompany or such Restricted Subsidiary would be entitled, pursuant to the
\nprovisions of Section 1009, to issue, assume or guarantee Debt secured by a
\nMortgage upon such Principal Property at least equal in the amount to the
\nAttributable Debt in respect of such arrangement without equally and ratably
\nsecuring the Outstanding Securities; provided, however, that from and after the
\ndate on which such arrangement becomes effective the Attributable Debt in
\nrespect of such arrangement shall be deemed for all purposes under Sections 1009
\nand 1010 to be Debt subject to the provisions of Section 1009, or (b) the
\nCompany shall apply an amount in cash equal to the greater of the net proceeds
\nof such sale or the Attributable Debt in respect of such an arrangement to the
\nretirement (other than any mandatory retirement or by way or payment at
\nmaturity), within 120 days of the effective date of any such arrangement, of
\nDebt (except as otherwise provided by the terms of any series of Outstanding
\nSecurities) of the Company or any Restricted Subsidiary (other than the Debt
\nowed by the Company or any <\/p>\n
-56-<\/p>\n
Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its
\nterms matures at or is extendible or renewable at the opinion of the obligor to
\na date more than twelve months after the date of the creation of such Debt.<\/p>\n
For the purposes of this Section 1010, the term “Attributable Debt”
\nmeans, at the time of determination, the lesser of (a) the fair market value of
\nsuch property (as determined by the Board of Directors of the Company) or (b)
\nthe present value (discounted at the rate implicit in the terms of the relevant
\nlease) of the obligation of the lessee for net rental payments during the
\nremaining term of the lease (including any period for which such lease has been
\nextended).<\/p>\n
ARTICLE 11
\n REDEMPTION OF SECURITIES
\n ————————<\/p>\n
Section 1101. Applicability of Article.
\n ———————— <\/p>\n
Securities of any series which are redeemable before their Stated
\nMaturity shall be redeemable in accordance with their terms and (except as
\notherwise specified as contemplated by Section 301 for such Securities) in
\naccordance with this Article.<\/p>\n
Section 1102. Election to Redeem; Notice to Trustee.
\n ————————————- <\/p>\n
The election of the Company to redeem any Securities shall be
\nevidenced by a Board Resolution or in another manner specified as contemplated
\nby Section 301 for such Securities. In case of any redemption at the election
\nof the Company of less than all the Securities of any series (including any such
\nredemption affecting only a single Security), the Company shall, at least 60
\ndays prior to the Redemption Date fixed by the Company (unless a shorter notice
\nshall be satisfactory to the Trustee), notify the Trustee in writing of such
\nRedemption Date, of the principal amount of Securities of such series to be
\nredeemed and, if applicable, of the tenor of the Securities to be redeemed. In
\nthe case of any redemption of Securities (a) prior to the expiration of any
\nrestriction on such redemption provided in the terms of such Securities or
\nelsewhere in this Indenture, or (b) pursuant to an election of the Company which
\nis subject to a condition specified in the terms of such Securities or elsewhere
\nin this Indenture, the Company shall furnish the Trustee with an Officers’
\nCertificate evidencing compliance with such restriction or condition.<\/p>\n
Section 1103. Selection by Trustee of Securities to Be Redeemed.
\n ————————————————- <\/p>\n
If less than all the Securities of any series are to be redeemed
\n(unless all the Securities of such series and of a specified tenor are to be
\nredeemed or unless such redemption affects only a single Security), the
\nparticular Securities to be redeemed shall be selected not more than 60 days
\nprior to the Redemption Date by the Trustee, from the Outstanding Securities of
\nsuch series not previously called for redemption, by such method as the Trustee
\nshall deem fair and appropriate and which may provide for the selection for
\nredemption of a portion of the principal amount of any Security of such series,
\nprovided that the unredeemed portion of the principal amount of any Security
\nshall be in an authorized denomination (which shall not be less than the minimum
\nauthorized denomination) for such <\/p>\n
-57-<\/p>\n
Security. If less than all the Securities of such series and of a specified
\ntenor are to be redeemed (unless such redemption affects only a single
\nSecurity), the particular Securities to be redeemed shall be selected not more
\nthan 60 days prior to the Redemption Date by the Trustee, from the Outstanding
\nSecurities of such series and specified tenor not previously called for
\nredemption in accordance with the preceding sentence.<\/p>\n
The Trustee shall promptly notify the Company in writing of the
\nSecurities selected for redemption as aforesaid and, in case of any Securities
\nselected for partial redemption as aforesaid, the principal amount thereof to be
\nredeemed.<\/p>\n
The provisions of the two preceding paragraphs shall not apply with
\nrespect to any redemption affecting only a single Security, whether such
\nSecurity is to be redeemed in whole or in part. In the case of any such
\nredemption in part, the unredeemed portion of the principal amount of the
\nSecurity shall be in an authorized denomination (which shall not be less than
\nthe minimum authorized denomination) for such Security.<\/p>\n
For all purposes of this Indenture, unless the context otherwise
\nrequires, all provisions relating to the redemption of Securities shall relate,
\nin the case of any Securities redeemed or to be redeemed only in part, to the
\nportion of the principal amount of such Securities which has been or is to be
\nredeemed.<\/p>\n
Section 1104. Notice of Redemption.
\n ——————– <\/p>\n
Notice of redemption shall be given by first-class mail, postage
\nprepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
\nDate, to each Holder of Securities to be redeemed, at his address appearing in
\nthe Security Register.<\/p>\n
All notices of redemption shall state:<\/p>\n
(1) the Redemption Date,<\/p>\n
(2) the Redemption Price, or if not then ascertainable, the manner of
\n calculation thereof,<\/p>\n
(3) if less than all the Outstanding Securities of any series
\n consisting of more than a single Security are to be redeemed, the
\n identification (and, in the case of partial redemption of any such
\n Securities, the principal amounts) of the particular Securities to be
\n redeemed and, if less than all the Outstanding Securities of any series
\n consisting of a single Security are to be redeemed, the principal amount of
\n the particular Security to be redeemed,<\/p>\n
(4) that on the Redemption Date the Redemption Price will become due
\n and payable upon each such Security to be redeemed and, if applicable, that
\n interest thereon will cease to accrue on and after said date,<\/p>\n
(5) the place or places where each such Security is to be surrendered
\n for payment of the Redemption Price, and<\/p>\n
-58-<\/p>\n
(6) that the redemption is for a sinking fund, if such is the case.<\/p>\n
Notice of redemption of Securities to be redeemed at the election of
\nthe Company shall be given by the Company or, at the Company’s request, by the
\nTrustee in the name and at the expense of the Company.<\/p>\n
Section 1105. Deposit of Redemption Price.
\n ————————— <\/p>\n
Prior to any Redemption Date, the Company shall deposit with the
\nTrustee or with a Paying Agent (or, if the Company is acting as its own Paying
\nAgent, segregate and hold in trust as provided in Section 1003) an amount of
\nmoney sufficient to pay the Redemption Price of, and (except if the Redemption
\nDate shall be an Interest Payment Date) accrued interest on, all the Securities
\nwhich are to be redeemed on that date.<\/p>\n
Section 1106. Securities Payable on Redemption Date.
\n ————————————- <\/p>\n
Notice of redemption having been given as aforesaid, the Securities so
\nto be redeemed shall, on the Redemption Date, become due and payable at the
\nRedemption Price therein specified, and from and after such date (unless the
\nCompany shall default in the payment of the Redemption Price and accrued
\ninterest) such Securities shall cease to bear interest. Upon surrender of any
\nsuch Security for redemption in accordance with said notice, such Security shall
\nbe paid by the Company at the Redemption Price, together with accrued interest
\nto the Redemption Date; provided, however, that, unless otherwise specified as
\ncontemplated by Section 301, installments of interest whose Stated Maturity is
\non or prior to the Redemption Date will be payable to the Holders of such
\nSecurities, or one or more Predecessor Securities, registered as such at the
\nclose of business on the relevant Record Dates according to their terms and the
\nprovisions of Section 307.<\/p>\n
If any Security called for redemption shall not be so paid upon
\nsurrender thereof for redemption, the principal and any premium shall, until
\npaid, bear interest from the Redemption Date at the rate prescribed therefor in
\nthe Security.<\/p>\n
Section 1107. Securities Redeemed in Part.
\n ————————— <\/p>\n
Any Security which is to be redeemed only in part shall be surrendered
\nat a Place of Payment therefor (with, if the Company or the Trustee so requires,
\ndue endorsement by, or a written instrument of transfer in form satisfactory to
\nthe Company and the Trustee duly executed by, the Holder thereof or his attorney
\nduly authorized in writing), and the Company shall execute, and the Trustee
\nshall authenticate and deliver to the Holder of such Security without service
\ncharge, a new Security or Securities of the same series and of like tenor, of
\nany authorized denomination as requested by such Holder, in aggregate principal
\namount equal to and in exchange for the unredeemed portion of the principal of
\nthe Security so surrendered.<\/p>\n
-59-<\/p>\n
ARTICLE 12
\n SINKING FUNDS
\n ————-<\/p>\n
Section 1201. Applicability of Article.
\n ———————— <\/p>\n
The provisions of this Article shall be applicable to any sinking fund
\nfor the retirement of Securities of any series except as otherwise specified as
\ncontemplated by Section 301 for such Securities.<\/p>\n
The minimum amount of any sinking fund payment provided for by the
\nterms of any Securities 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 such Securities is herein referred to as an “optional sinking fund
\npayment”. If provided for by the terms of any Securities, the cash amount of
\nany sinking fund payment may be subject to reduction as provided in Section
\n1202. Each sinking fund payment shall be applied to the redemption of
\nSecurities as provided for by the terms of such Securities.<\/p>\n
Section 1202. Satisfaction of Sinking Fund Payments with Securities.
\n —————————————————– <\/p>\n
The Company (1) may deliver Outstanding Securities of a series (other
\nthan any previously called for redemption) and (2) may apply as a credit
\nSecurities of a series which have been redeemed either at the election of the
\nCompany pursuant to the terms of such Securities or through the application of
\npermitted optional sinking fund payments pursuant to the terms of such
\nSecurities, in each case in satisfaction of all or any part of any sinking fund
\npayment with respect to any Securities of such series required to be made
\npursuant to the terms of such Securities as and to the extent provided for by
\nthe terms of such Securities; provided that the Securities to be so credited
\nhave not been previously so credited. The Securities to be so credited shall be
\nreceived and credited for such purpose by the Trustee at the Redemption Price,
\nas specified in the Securities so to be redeemed, for redemption through
\noperation of the sinking fund and the amount of such sinking fund payment shall
\nbe reduced accordingly.<\/p>\n
Section 1203. Redemption of Securities for Sinking Fund.
\n —————————————– <\/p>\n
Not less than 60 days prior to each sinking fund payment date for any
\nSecurities, the Company will deliver to the Trustee an Officers’ Certificate
\nspecifying the amount of the next ensuing sinking fund payment for such
\nSecurities pursuant to the terms of such Securities, the portion thereof, if
\nany, which is to be satisfied by payment of cash and the portion thereof, if
\nany, which is to be satisfied by delivering and crediting Securities pursuant to
\nSection 1202 and stating the basis for such credit and that such Securities have
\nnot been previously so credited and will also deliver to the Trustee any
\nSecurities to be so delivered. Not less than 30 days prior to each such sinking
\nfund payment date, the Trustee shall select the Securities to be redeemed upon
\nsuch sinking fund payment date in the manner specified in Section 1103 and cause
\nnotice of the redemption thereof to be given in the name of and at the expense
\nof the Company in the manner provided in Section 1104. Such notice having been
\nduly given, the redemption of such Securities shall be made upon the terms and
\nin the manner stated in Sections 1106 and 1107.<\/p>\n
-60-<\/p>\n
ARTICLE 13
\n DEFEASANCE AND COVENANT DEFEASANCE
\n ———————————-<\/p>\n
Section 1301. Applicability of Article; Company’s Option to Effect Defeasance
\n —————————————————————
\nor Covenant Defeasance.
\n———————- <\/p>\n
Unless otherwise provided pursuant to Section 301, this Article
\nThirteen shall be applicable to the Securities of such series, and the Company
\nmay at its option by Board Resolution, at any time, with respect to the
\nSecurities of such series, elect to have either Section 1302 (if applicable) or
\nSection 1303 (if applicable) be applied to the Outstanding Securities of such
\nseries upon compliance with the conditions set forth below in this Article
\nThirteen.<\/p>\n
Section 1302. Defeasance and Discharge.
\n ———————— <\/p>\n
Upon the Company’s exercise of its option (if any) to have this
\nSection applied to any Securities or any series of Securities, as the case may
\nbe, the Company shall be deemed to have been discharged from its obligations
\nwith respect to such Securities as provided in this Section on and after the
\ndate the conditions set forth in Section 1304 are satisfied (hereinafter called
\n“Defeasance”). For this purpose, such Defeasance means that the Company shall
\nbe deemed to have paid and discharged the entire indebtedness represented by
\nsuch Securities and to have satisfied all its other obligations under such
\nSecurities and this Indenture insofar as such Securities are concerned (and the
\nTrustee, at the expense of the Company, shall execute proper instruments
\nacknowledging the same), subject to the following which shall survive until
\notherwise terminated or discharged hereunder; (1) the rights of Holders of such
\nSecurities to receive, solely from the trust fund described in Section 1304 and
\nas more fully set forth in such Section, payments in respect of the principal of
\nand any premium and interest on such Securities when payments are due, (2) the
\nCompany’s obligations with respect to such Securities under Sections 304, 305,
\n306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
\nTrustee hereunder, and (4) this Article. Subject to compliance with this
\nArticle, the Company may exercise its option (if any) to have this Section
\napplied to any Securities notwithstanding the prior exercise of its option (if
\nany) to have Section 1303 applied to such Securities.<\/p>\n
Section 1303. Covenant Defeasance.
\n ——————- <\/p>\n
Upon the Company’s exercise of its option (if any) to have this
\nSection applied to any Securities or any series of Securities, as the case may
\nbe, (1) the Company shall be released from its obligations under Sections 1006,
\n1007, 1009 and 1010 (and any other Sections or covenants applicable to such
\nSecurities that are determined pursuant to Section 301 to be subject to this
\nprovision), and any covenants provided pursuant to Section 301(19), 901(2) or
\n901(7) for the benefit of the Holders of such Securities, and (2) the occurrence
\nof any event specified in Section 501(4) (with respect to Sections 1006, 1007,
\n1009 and 1010 and any other Sections or covenants applicable to such Securities
\nthat are determined pursuant to Section 301 to be subject to this provision, and
\nany such covenants provided pursuant to Sections 301(19), 901(2) or 901(7)) and
\n501(7) shall be deemed not to be or result in an Event of Default, in each case
\nwith respect to such Securities as provided in <\/p>\n
-61-<\/p>\n
this Section on and after the date the conditions set forth in Section 1304 are
\nsatisfied (hereinafter called “Covenant Defeasance”). For this purpose, such
\nCovenant Defeasance means that, with respect to such Securities, the Company may
\nomit to comply with and shall have no liability in respect of any term,
\ncondition or limitation set forth in any such specified Section (to the extent
\nso specified in the case of Section 501(4)), whether directly or indirectly by
\nreason of any reference elsewhere herein to any such Section or Article or by
\nreason of any reference in any such Section or Article to any other provision
\nherein or in any other document, but the remainder of this Indenture and such
\nSecurities shall be unaffected thereby.<\/p>\n
Section 1304. Conditions to Defeasance or Covenant Defeasance.
\n ———————————————–
\n The following shall be the conditions to the application of Section
\n1302 or Section 1303 to any Securities or any series of Securities, as the case
\nmay be:<\/p>\n
(1) The Company shall irrevocably have deposited or caused to be
\n deposited with the Trustee (or another trustee which satisfies the
\n requirements contemplated by Section 609 and agrees to comply with the
\n provisions of this Article applicable to it) as trust funds in trust for
\n the purpose of making the following payments, specifically pledged as
\n security for, and dedicated solely to, the benefit of the Holders of such
\n Securities, (A) in the case of Securities of such series denominated in
\n U.S. dollars, (i) money in an amount, (ii) U.S. Government Obligations that
\n through the scheduled payment of principal and interest in respect thereof
\n in accordance with their terms will provide, not later than one day before
\n the due date of any payment, money in an amount, or (iii) a combination
\n thereof, in each case sufficient, in the opinion of a nationally recognized
\n firm of independent public accountants expressed in a written certification
\n thereof delivered to the Trustee, to pay and discharge, and which shall be
\n applied by the Trustee (or any such other qualifying trustee) to pay and
\n discharge, the principal of and any premium and interest on such Securities
\n on the respective Stated Maturities or on the applicable Redemption Date or
\n Dates, in accordance with the terms of this Indenture and such Securities.
\n As used herein, “U.S. Government Obligation” means (x) any security that is
\n (i) a direct obligation of the United States of America for the payment of
\n which the full faith and credit of the United States of America is pledged
\n or (ii) an obligation of a Person controlled or supervised by and acting as
\n an agency or instrumentality of the United States of America the payment of
\n which is unconditionally guaranteed as a full faith and credit obligation
\n by the United States of America, which, in either case (i) or (ii), is not
\n callable or redeemable at the option of the issuer thereof, and (y) any
\n depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
\n Securities Act) as custodian with respect to any U.S. Government Obligation
\n which is specified in Clause (x) above and held by such bank for the
\n account of the holder of such depositary receipt, or with respect to any
\n specific payment of principal of or interest on any U.S. Government
\n Obligation which is so specified and held, provided that (except as
\n required by law) such custodian is not authorized to make any deduction
\n from the amount payable to the holder of such depositary receipt from any
\n amount received by the custodian in respect of the U.S. Government
\n Obligation or the specific payment of principal or interest evidenced by
\n such depositary receipt or (B) in the case of Securities of such series
\n denominated in a currency other than the U.S. dollar, <\/p>\n
-62-<\/p>\n
(i) money in such currency in an amount, or (ii) Foreign Government
\n Obligations that through the scheduled payment of principal and interest in
\n respect thereof in accordance with their terms will provide, not later than
\n one day before the due date of any payment, money in such currency in an
\n amount, or (iii) a combination thereof, in each case sufficient, in the
\n opinion of a nationally recognized firm of independent public accountants
\n expressed in a written certification thereof delivered to the Trustee, to
\n pay and discharge, and which shall be applied by the Trustee (or any such
\n other qualifying trustee) to pay and discharge, the principal of and any
\n premium and interest on the Securities of such series on the respective
\n Stated Maturities or on the applicable Redemption Date or Dates, in
\n accordance with the terms of this Indenture and the Securities of such
\n series. As used herein, “Foreign Government Obligation” means (x) any
\n security that is (i) a direct obligation of the government that issued such
\n currency for the payment of which full faith and credit of such government
\n is pledged or (ii) an obligation of a Person controlled or supervised by
\n and acting as an agency or instrumentality for such government the payment
\n of which is unconditionally guaranteed as a full faith and credit
\n obligation by such government, which, in either case (i) or (ii), is not
\n callable or redeemable at the option of the issuer thereof, and (y) any
\n depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
\n Securities Act) as custodian with respect to any Foreign Government
\n Obligation which is specified in clause (x) and held by such bank for the
\n account of the holder of such depositary receipt, or with respect to any
\n specific payment of principal of or interest on any such Foreign Government
\n Obligation which is so specified and held, provided that (except as
\n required by law) such custodian is not authorized to make any deduction
\n from the amount payable to the holder of such depositary receipt from any
\n amount received by the custodian in respect of the Foreign Government
\n Obligation or the specific payment of principal or interest evidenced by
\n such depositary receipt.<\/p>\n
(2) In the event of an election to have Section 1302 apply to any
\n Securities or any series of Securities, as the case may be, the Company
\n shall have delivered to the Trustee an Opinion of Counsel stating that (A)
\n the Company has received from, or there has been published by, the Internal
\n Revenue Service a ruling or (B) since the date of this instrument, there
\n has been a change in the applicable Federal income tax law, in either case
\n (A) or (B) to the effect that, and based thereon such opinion shall confirm
\n that, the Holders of such Securities will not recognize gain or loss for
\n Federal income tax purposes as a result of the deposit, Defeasance and
\n discharge to be effected with respect to such Securities and will be
\n subject to Federal income tax on the same amount, in the same manner and at
\n the same times as would be the case if such deposit, Defeasance and
\n discharge were not to occur.<\/p>\n
(3) In the event of an election to have Section 1303 apply to any
\n Securities or any series of Securities, as the case may be, the Company
\n shall have delivered to the Trustee an Opinion of Counsel to the effect
\n that the Holders of such Securities will not recognize gain or loss for
\n Federal income tax purposes as a result of the deposit and Covenant
\n Defeasance to be effected with respect to such Securities and will be
\n subject to Federal income tax on the same amount, in the same manner and at
\n the same times as would be the case if such deposit and Covenant Defeasance
\n were not to occur.<\/p>\n
-63-<\/p>\n
(4) The Company shall have delivered to the Trustee an Officer’s
\n Certificate to the effect that neither such Securities nor any other
\n Securities of the same series, if then listed on any securities exchange,
\n will be delisted as a result of such deposit.<\/p>\n
(5) No event which is, or after notice or lapse of time or both would
\n become, an Event of Default with respect to such Securities or any other
\n Securities shall have occurred and be continuing at the time of such
\n deposit or, with regard to any such event specified in Sections 501(5) and
\n (6), at any time on or prior to the 90th day after the date of such deposit
\n (it being understood that this condition shall not be deemed satisfied
\n until after such 90th day).<\/p>\n
(6) Such Defeasance or Covenant Defeasance shall not cause the
\n Trustee to have a conflicting interest within the meaning of the Trust
\n Indenture Act (assuming all Securities are in default within the meaning of
\n such Act).<\/p>\n
(7) Such Defeasance or Covenant Defeasance shall not result in a
\n breach or violation of, or constitute a default under, any other agreement
\n or instrument to which the Company is a party or by which it is bound.<\/p>\n
(8) Such Defeasance or Covenant Defeasance shall not result in the
\n trust arising from such deposit constituting an investment company within
\n the meaning of the Investment Company Act unless such trust shall be
\n registered under such Act or exempt from registration thereunder.<\/p>\n
(9) If the Securities are to be redeemed prior to the Stated Maturity
\n (other than from mandatory sinking fund payments or analogous payments),
\n notice of such redemption shall have been duly given pursuant to this
\n Indenture or provision therefor satisfactory to the Trustee shall have been
\n made.<\/p>\n
(10) The Company shall have delivered to the Trustee an Officers’
\n Certificate and an Opinion of Counsel, each stating that all conditions
\n precedent with respect to such Defeasance or Covenant Defeasance have been
\n complied with.<\/p>\n
Section 1305. Deposited Money and U.S. Government Obligations to Be Held in
\n ————————————————————-
\nTrust; Miscellaneous Provisions.
\n——————————- <\/p>\n
Subject to the provisions of the last paragraph of Section 1003, all
\nmoney and U.S. Government Obligations or Foreign Government Obligations
\n(including the proceeds thereof) deposited with the Trustee or other qualifying
\ntrustee (solely for purposes of this Section and Section 1306, the Trustee and
\nany such other trustee are referred to collectively as the “Trustee”) pursuant
\nto Section 1304 in respect of any Securities shall be held in trust and applied
\nby the Trustee, in accordance with the provisions of such Securities and this
\nIndenture, to the payment, either directly or through any such Paying Agent
\n(including the Company acting as its own Paying Agent) as the Trustee may
\ndetermine, to the Holders of such Securities, of all sums due and to become due
\nthereon in respect of principal and any premium and interest, but money so held
\nin trust need not be segregated from other funds except to the extent required
\nby law.<\/p>\n
-64-<\/p>\n
The Company shall pay and indemnify the Trustee against any tax, fee
\nor other charge imposed on or assessed against the U.S. Government Obligations
\nor Foreign Government Obligations deposited pursuant to Section 1304 or the
\nprincipal and interest received in respect thereof other than any such tax, fee
\nor other charge which by law is for the account of the Holders of Outstanding
\nSecurities.<\/p>\n
Anything in this Article to the contrary notwithstanding, the Trustee
\nshall deliver or pay to the Company from time to time upon Company Request any
\nmoney or U.S. Government Obligations or Foreign Government Obligations held by
\nit as provided in Section 1304 with respect to any Securities that, in the
\nopinion of a nationally recognized firm of independent public accountants
\nexpressed in a written certification thereof delivered to the Trustee, are in
\nexcess of an amount thereof which would then be required to be deposited to
\neffect the Defeasance or Covenant Defeasance, as the case may be, with respect
\nto such Securities.<\/p>\n
Section 1306. Reinstatement.
\n ————- <\/p>\n
If the Trustee or the Paying Agent is unable to apply any money in
\naccordance with this Article with respect to any Securities by reason of any
\norder or judgment of any court or governmental authority enjoining, restraining
\nor otherwise prohibiting such application, then the obligations under this
\nIndenture and such Securities from which the Company has been discharged or
\nreleased pursuant to Section 1302 or 1303 shall be revived and reinstated as
\nthough no deposit had occurred pursuant to this Article with respect to such
\nSecurities, until such time as the Trustee or Paying Agent is permitted to apply
\nall money held in trust pursuant to Section 1305 with respect to such Securities
\nin accordance with this Article; provided, however, that if the Company makes
\nany payment of principal of or any premium or interest on any such Security
\nfollowing such reinstatement of its obligations, the Company shall be subrogated
\nto the rights (if any) of the Holders of such Securities to receive such payment
\nfrom the money so held in trust.<\/p>\n
Section 1307. Qualifying Trustee.
\n —————— <\/p>\n
Any trustee appointed pursuant to Section 1304 hereof for the purpose
\nof holding trust funds deposited pursuant to that Section shall be appointed
\nunder an agreement in form acceptable to the Trustee and shall provide to the
\nTrustee a certificate of such trustee, upon which certificate the Trustee shall
\nbe entitled to conclusively rely, that all conditions precedent provided for
\nherein to the related Defeasance or Covenant Defeasance have been complied with.
\nIn no event shall the Trustee be liable for any acts or omissions of said
\ntrustee.<\/p>\n
This instrument may be executed in any number of counterparts, each of
\nwhich so executed shall be deemed to be an original, but all such counterparts
\nshall together constitute but one and the same instrument.<\/p>\n
-65-<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
\nbe duly executed, and their respective corporate seals to be hereunto affixed
\nand attested, all as of the day and year first above written.<\/p>\n
NORTHROP GRUMMAN CORPORATION<\/p>\n
By: \/s\/ David H. Strode
\n ————————–
\n David H. Strode
\n Assistant Treasurer<\/p>\n
ATTEST:<\/p>\n
\/s\/ John H. Mullan
\n—————————–
\nJohn H. Mullan
\nCorporate Vice President and
\nSecretary<\/p>\n
JPMORGAN CHASE BANK, as Trustee<\/p>\n
By \/s\/ James P. Freeman
\n —————————–
\n James P. Freeman
\n Vice President<\/p>\n
ATTEST:<\/p>\n
\/s\/ Natalie B. Pesce
\n—————————–
\nNatalie B. Pesce
\nTrust Officer<\/p>\n
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