Indenture

Exhibit 4.1

CARDINAL HEALTH, INC.

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee

Indenture

Dated as of June 2, 2008

TABLE OF CONTENTS

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ARTICLE ONE
DEFINITIONS
Section 1.1.		Certain Terms Defined			1
		“Attributable Debt”			2
		“Authenticating Agent”			2
		“Board of Directors”			2
		“Business Day”			2
		“Commission”			2
		“Company Order”			2
		“Consolidated Subsidiary”			2
		“Corporate Trust Office”			2
		“Default”			2
		“Depositary”			3
		“Event of Default”			3
		“Exempted Debt”			3
		“Financing Subsidiary”			3
		“Funded Indebtedness”			3
		“Global Security”			3
		“Government Obligations”			3
		“Holder”, “Holder of Securities”, “Securityholder”			3
		“Indebtedness”			4
		“Indenture”			4
		“Indexed Security”			4
		“Interest”			4
		“Issuer”			4
		“Net Worth”			4
		“Officers’ Certificate”			4
		“Opinion of Counsel”			4
		“Original Issue Discount Security”			4
		“Outstanding”			4
		“Person”			5
		“Place of Payment”			5
		“Principal”			5
		“Rate Hedging Obligations”			5
		“Responsible Officer”			5
		“Restricted Subsidiary”			6
		“Security” or “Securities”			6
		“Security Register” and “Security Registrar”			6
		“Senior Funded Indebtedness”			6
		“Subsidiary”			6
		“Trustee”			6

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		“Trust Indenture Act of 1939”			6
		“Vice President”			6
		“Yield to Maturity”			6
ARTICLE TWO
SECURITIES
Section 2.1.		Forms Generally			7
Section 2.2.		Form of Trustee’s Certificate of Authentication			7
Section 2.3.		Amount Unlimited; Issuable in Series			7
Section 2.4.		Authentication and Delivery of Securities			10
Section 2.5.		Execution of Securities			11
Section 2.6.		Certificate of Authentication			12
Section 2.7.		Denomination and Date of Securities; Payments of Interest			12
Section 2.8.		Registration, Transfer and Exchange			13
Section 2.9.		Mutilated, Defaced, Destroyed, Lost and Stolen Securities			15
Section 2.10.		Cancellation of Securities; Destruction Thereof			16
Section 2.11.		Temporary Securities			16
ARTICLE THREE
COVENANTS OF THE ISSUER AND THE TRUSTEE
Section 3.1.		Payment of Principal and Interest			16
Section 3.2.		Offices for Payments, etc			16
Section 3.3.		Appointment to Fill a Vacancy in Office of Trustee			17
Section 3.4.		Paying Agents			17
Section 3.5.		Certificate of the Issuer			18
Section 3.6.		Securityholders’ Lists			18
Section 3.7.		Reports by the Issuer			18
Section 3.8.		Reports by the Trustee			18
Section 3.9.		Limitations on Liens			18
Section 3.10.		Limitation on Sale and Lease-Back			20
Section 3.11.		Limitations on Subsidiary Indebtedness			21
ARTICLE FOUR
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT
Section 4.1.		Event of Default Defined; Acceleration of Maturity; Waiver of Default			23
Section 4.2.		Collection of Indebtedness by Trustee; Trustee May Prove Debt			25
Section 4.3.		Application of Proceeds			27
Section 4.4.		Suits for Enforcement			28
Section 4.5.		Restoration of Rights on Abandonment of Proceedings			28
Section 4.6.		Limitations on Suits by Securityholders			28
Section 4.7.		Unconditional Right of Securityholders to Institute Certain Suits			29

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Section 4.8.		Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default			29
Section 4.9.		Control by Securityholders			29
Section 4.10.		Waiver of Past Defaults			30
Section 4.11.		Trustee to Give Notice of Default, But May Withhold in Certain Circumstances			30
Section 4.12.		Right of Court to Require Filing of Undertaking to Pay Costs			31
Section 4.13.		Waiver of Stay or Extension Laws			31
ARTICLE FIVE
CONCERNING THE TRUSTEE
Section 5.1.		Duties and Responsibilities of the Trustee; During Default; Prior to Default			31
Section 5.2.		Certain Rights of the Trustee			32
Section 5.3.		Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof			34
Section 5.4.		Trustee and Agents May Hold Securities; Collections, etc			34
Section 5.5.		Moneys Held by Trustee			34
Section 5.6.		Compensation and Indemnification of Trustee and Its Prior Claim			34
Section 5.7.		Right of Trustee to Rely on Officers’ Certificate, etc			34
Section 5.8.		Persons Eligible for Appointment as Trustee			35
Section 5.9.		Resignation and Removal; Appointment of Successor Trustee			35
Section 5.10.		Acceptance of Appointment by Successor Trustee			36
Section 5.11.		Merger, Conversion, Consolidation or Succession to Business of Trustee			37
Section 5.12.		Appointment of Authenticating Agent			37
ARTICLE SIX
CONCERNING THE SECURITYHOLDERS
Section 6.1.		Evidence of Action Taken by Securityholders			39
Section 6.2.		Proof of Execution of Instruments and of Holding of Securities; Record Date			39
Section 6.3.		Holders to be Treated as Owners			39
Section 6.4.		Securities Owned by Issuer Deemed Not Outstanding			40
Section 6.5.		Right of Revocation of Action Taken			40
ARTICLE SEVEN
SUPPLEMENTAL INDENTURES
Section 7.1.		Supplemental Indentures Without Consent of Securityholders			41
Section 7.2.		Supplemental Indentures With Consent of Securityholders			42
Section 7.3.		Effect of Supplemental Indenture			43
Section 7.4.		Execution of Supplemental Indenture			43
Section 7.5.		Notation on Securities in Respect of Supplemental Indentures			44
Section 7.6.		Conformity with the Trust Indenture Act of 1939			44

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ARTICLE EIGHT
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Section 8.1.		Issuer May Consolidate, etc., on Certain Terms			44
Section 8.2.		Successor Corporation Substituted			44
Section 8.3.		Opinion of Counsel to Trustee			45
ARTICLE NINE
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS.
Section 9.1.		Satisfaction and Discharge of Indenture			45
Section 9.2.		Application by Trustee of Funds Deposited for Payment of Securities			46
Section 9.3.		Repayment of Moneys Held by Paying Agent			46
Section 9.4.		Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years			46
ARTICLE TEN
MISCELLANEOUS PROVISIONS
Section 10.1.		Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability			47
Section 10.2.		Provisions of Indenture for the Sole Benefit of Parties and Securityholders			47
Section 10.3.		Successors and Assigns of Issuer Bound by Indenture			47
Section 10.4.		Notices and Demands on Issuer, Trustee and Securityholders			47
Section 10.5.		Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein			48
Section 10.6.		Payments Due on Saturdays, Sundays and Holidays			49
Section 10.7.		Conflict of Any Provision of Indenture with Trust Indenture Act of 1939			49
Section 10.8.		Governing Law			49
Section 10.9.		Counterparts			49
Section 10.10.		Effect of Headings			49
ARTICLE ELEVEN
REDEMPTION OF SECURITIES AND SINKING FUNDS
Section 11.1.		Applicability of Article			49
Section 11.2.		Notice of Redemption; Partial Redemptions			49
Section 11.3.		Payment of Securities Called for Redemption			50
Section 11.4.		Exclusion of Certain Securities from Eligibility for Selection for Redemption			51
Section 11.5.		Mandatory and Optional Sinking Funds			51
ARTICLE TWELVE
Section 12.1.		Issuer’s Option to Effect Defeasance or Covenant Defeasance			53

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Section 12.2.		Defeasance and Discharge			53
Section 12.3.		Covenant Defeasance			54
Section 12.4.		Conditions to Defeasance or Covenant Defeasance			54
Section 12.5.		Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions			56
Section 12.6.		Reinstatement			56

INDENTURE

     THIS INDENTURE, dated as of June 2, 2008 between CARDINAL HEALTH, INC ., an Ohio corporation (the “ Issuer ”), and THE BANK OF NEW YORK TRUST COMPANY, N.A. , a national banking association duly incorporated and existing under the laws of the United States of America (the “ Trustee ”).

WITNESSETH:

     WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “ Securities ”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

     NOW, THEREFORE, in consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities as follows:

ARTICLE ONE

DEFINITIONS

     Section 1.1. Certain Terms Defined . The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, or the definitions of which in the Securities Act of 1933, as amended, are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933, as amended (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act of 1939 and in said Securities Act as in force at the date of this Indenture. All accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” means such accounting principles as are generally accepted at the time of any computation. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

     “ Attributable Debt ” when used in connection with a sale and lease-back transaction shall mean, as of any particular time, the lesser of (a) the fair value of the assets subject to such arrangement or (b) the aggregate of present values (discounted at a rate per annum equal to the weighted average Yield to Maturity of the Securities of all series then outstanding and compounded semi-annually) of the obligations of the Issuer or any Consolidated Subsidiary for net rental payments during the remaining term of all leases (including any period for which such lease has been extended or may, at the option of the lessor, be extended). The term “net rental payments” under any lease of any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however, any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges.

     “ Authenticating Agent ” means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 5.12 to authenticate Securities.

     “ Board of Directors ” means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act hereunder.

     “ Business Day ” means, with respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, is not a day on which banking institutions are authorized by law or regulation to close.

     “ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act of 1939, as amended, then the body performing such duties on such date.

     “ Company Order ” means a written request or order signed in the name of the Issuer by any officer of the Issuer authorized to execute an Officers’ Certificate and delivered to the Trustee.

     “ Consolidated Subsidiary ” means any Subsidiary substantially all the property of which is located, and substantially all the operations of which are conducted, in the United States of America whose financial statements are consolidated with those of the Issuer in accordance with generally accepted accounting principles.

     “ Corporate Trust Office ” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602.

     “ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

     “ Depositary ” means, with respect to the Securities of any series issuable or issued in the form of one or more Global Securities, the Person designated as Depositary by the Issuer pursuant to Section 2.3 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “ Depositary ” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Global Securities of that series.

     “ Dolla r” and “ $ ” means lawful money of the United States of America.

     “ Event of Default ” means any event or condition specified as such in Section 4.1 which shall have continued for the period of time, if any, therein designated.

     “ Exempted Debt ” means the sum of the following items outstanding as of the date Exempted Debt is to be determined: (a) Indebtedness of the Issuer and its Consolidated Subsidiaries incurred after the date of this Indenture and secured by liens not permitted to be created or assumed pursuant to Section 3.9 of this Indenture, and (b) Attributable Debt of the Issuer and its Consolidated Subsidiaries in respect of every sale and lease-back transaction entered into after the date of this Indenture, other than those leases expressly permitted by Section 3.10.

     “ Financing Subsidiary ” means any Subsidiary, including their Subsidiaries, engaged in one or more of the following activities;

     (1) the business of making loans or advances, extending credit or providing financial accommodations (including leasing new or used products) to other Persons;

     (2) the business of purchasing notes, accounts receivable (whether or not payable in installments), conditional sale contracts or other obligations of other Persons originating in sales at wholesale or retail; or

     (3) any other business as may be reasonably incidental to those described in (1) and (2) above, including the ownership and use of property in connection therewith.

     “ Funded Indebtedness ” means all Indebtedness having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from such date at the option of the borrower.

     “ Global Security ” means a Security evidencing all or a part of a series of Securities, issued to the Depositary for such series in accordance with Section 2.4, and bearing the legend prescribed in Section 2.4.

     “ Government Obligations ” shall have the meaning set forth in Section 12.4.

     “ Holder ”, “ Holder of Securities ”, “ Securityholder ” or other similar terms mean the registered holder of any Security.

     “ Indebtedness ” means all items classified as indebtedness on the most recently available balance sheet of the Issuer and its Consolidated Subsidiaries, in accordance with generally accepted accounting principles.

     “ Indenture ” means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.

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

     “ Interest ” means when used with respect to non-interest bearing Securities, interest payable after maturity.

     “ Issuer ” means (except as otherwise provided in Article Five) Cardinal Health, Inc., an Ohio corporation, and, subject to Article Eight, its successors and assigns.

     “ Net Worth ” means, as of any date of determination, the total shareholder’s equity of the Issuer and its Subsidiaries calculated on a consolidated basis in accordance with generally accepted accounting principles.

     “ Officers’ Certificate ” means a certificate signed by the chairman of the Board of Directors or the president or any vice president and by the treasurer or the secretary or any assistant secretary of the Issuer and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.5.

     “ Opinion of Counsel ” means an opinion in writing signed by legal counsel who may be an employee of or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act of 1939 and include the statements provided for in Section 10.5, if and to the extent required hereby.

     “ Original Issue Discount Security ” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 4.1.

     “ Outstanding ”, when used with reference to Securities, shall, subject to the provisions of Section 6.4, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except

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

     (b) Securities, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the holders of such Securities (if the Issuer shall act as its

own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

     (c) Securities in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.9 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer).

     In determining whether the holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 4.1.

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

     “ Place of Payment ” means, when used with respect to the Securities of or within any series, the place or places where the principal of and interest, if any, on such Securities are payable as specified as contemplated by Sections 2.3 and 3.2.

     “ Principal ” whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include “and premium, if any”.

     “ Rate Hedging Obligations ” means any and all obligations of any Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under:

     (1) any and all agreements, devices or arrangements designed to protect at least one of the parties thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, Dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts, warrants and those commonly known as interest rate “swap” agreements;

     (2) and any and all cancellations, buybacks, reversals, terminations or assignments of any of the items in (1) above.

     “ Responsible Officer ” when used with respect to the Trustee means the chairman of the board of directors, any vice chairman of the board of directors, the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice president, the cashier, the secretary, the treasurer, any trust

officer, any assistant trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

     “ Restricted Subsidiary ” means a “significant subsidiary” (as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated under the Securities Act of 1933 as amended from time to time).

     “ Security ” or “ Securities ” has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture.

     “ Security Register ” and “ Security Registrar ” have the respective meanings specified in Section 2.8.

     “ Senior Funded Indebtedness ” means any Funded Indebtedness of the Issuer that is not subordinated in right of payment to any other Indebtedness of the Issuer.

     “ Subsidiary ” means any corporation, partnership, limited liability company, business trust, trust or other legal entity of which at least a majority of the outstanding stock or other ownership interest having the voting power to elect a majority of the Board of Directors, managers or trustees of such corporation, partnership, limited liability company, business trust, trust or other legal entity (irrespective of whether or not at the time stock or other ownership interest of any other class or classes of such corporation, partnership, limited liability company, business trust, trust or other legal entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Issuer, or by one or more of the Subsidiaries, or by the Issuer and one or more Subsidiaries.

     “ Trustee ” means the Person identified as “ Trustee ” in the first paragraph hereof and, subject to the provisions of Article Five, shall also include any successor trustee.

     “ Trust Indenture Act of 1939 ” (except as otherwise provided in Sections 7.1 and 7.2) means the Trust Indenture Act of 1939, as amended, as in force at the date as of which this Indenture was originally executed.

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

     “ Yield to Maturity ” means the yield to maturity on a series of Securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.

ARTICLE TWO

SECURITIES

     Section 2.1. Forms Generally . The Securities of each series shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to a resolution of the Board of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities, as evidenced by their execution of the Securities.

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

     Section 2.2. Form of Trustee’s Certificate of Authentication . The Trustee’s certificate of authentication on all Securities shall be in substantially the following form:

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

     Section 2.3. Amount Unlimited; Issuable in Series . The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be established in or pursuant to a resolution of the Board of Directors and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

     (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities) and whether such Securities are senior or subordinated;

     (2) the total principal amount of the series of such Securities and whether there shall be any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities

authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 2.8, 2.9, 2.11 or 11.3);

     (3) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal of the Securities of the series is payable;

     (4) the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;

     (5) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of or interest on such Securities shall be payable, where any of such Securities that are issued in registered form may be surrendered for registration of, transfer or exchange, and where any such Securities may be surrendered for conversion or exchange and notices of demands to or upon the Issuer in respect of such Securities and this Indenture may be served;

     (6) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;

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

     (8) if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Securities of a series in registered form shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Securities of a series in bearer form shall be issuable ;

     (9) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 4.1 or provable in bankruptcy pursuant to Section 4.2 or the method by which such portion shall be determined;

     (10) if other than Dollars, the currency or currencies in which payment of the principal of or interest, if any, on the Securities of the series shall be made or in which the Securities of the series shall be denominated and the particular provisions applicable thereto;

     (11) whether the amount of payments of principal of or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other

method (which index, formula or method may be based, without limitation, on one or more currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;

     (12) if Sections 12.2 and/or 12.3 are not applicable to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Twelve that shall be applicable to the Securities of the series;

     (13) provisions, if any, granting special rights to the Holders of Securities of the series upon the occurrence of such events as may be specified;

     (14) whether Securities of the series are to be issuable as Securities in registered form, Securities in bearer form (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Securities in bearer form, whether such Securities of any series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.8, whether Securities of the series in registered form may be exchanged for Securities of the series in bearer form (if permitted by applicable laws and regulations), and the circumstances under which and the place or places where any such exchanges may be made;

     (15) any deletions from, modifications of or additions to the Events of Default or covenants of the Issuer with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

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

     (17) if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;

     (18) if the Securities of the series are to be convertible into or exchangeable for any securities of any Person (including the Issuer), the terms and conditions upon which such Securities will be so convertible or exchangeable;

     (19) whether the Securities of the series are subject to subordination and, if so, the terms of such subordination;

     (20) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture);

     (21) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;

     (22) whether the Securities of the series or any portion thereof will be issuable as Global Securities; and

     (23) if the Securities of the series are issuable in whole or in part as one or more Global Securities, the identity of the Depositary for such Global Security or Securities.

     All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors or in any such indenture supplemental hereto. Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for issuances of additional Securities of such series.

     Section 2.4. Authentication and Delivery of Securities . At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by both (a) the Chairman of its Board of Directors, or any vice chairman of its Board of Directors, or its president or any vice president and (b) by its treasurer or any assistant treasurer, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.1) shall be fully protected in relying upon:

     (1) a certified copy of any resolution or resolutions of the Board of Directors authorizing the action taken pursuant to the resolution or resolutions delivered under clause (2) below;

     (2) a copy of any resolution or resolutions of the Board of Directors relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer;

     (3) an executed supplemental indenture, if any;

     (4) an Officers’ Certificate setting forth the form and terms of the Securities as required pursuant to Sections 2.1 and 2.3, respectively and prepared in accordance with Section 10.5;

     (5) an Opinion of Counsel, prepared in accordance with Section 10.5, to the effect (subject to customary exceptions) that:

     (a) the form or forms of such Securities have been established in conformity with the provisions of this Indenture;

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

     (c) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally (including without limitation on all laws relating to fraudulent transfers) and to general principles of equity; and

     (d) all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with.

     If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers’ Certificate at the time of issuance of each Security, but such Opinion of Counsel and Officers’ Certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Security of such series.

     The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

     If the Issuer shall establish pursuant to Section 2.3 that the Securities of a series or a portion thereof are to be issued in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

     Section 2.5. Execution of Securities . The Securities shall be executed on behalf of the Issuer by both (a) the chairman of its Board of Directors or any vice chairman of its Board of Directors or its president or any vice president and (b) by its treasurer or any assistant treasurer or its secretary or any assistant secretary. The signature of any of these officers on the Securities may be the manual or facsimile signatures of the present or any future such officers and may be imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or

defects in any such reproduction of any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

     In case any officer of the Issuer who shall have executed any of the Securities shall cease to be such officer before the Security so executed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who executed such Security had not ceased to be such officer of the Issuer; and any Security may be executed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

     Section 2.6. Certificate of Authentication . Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Security executed by the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

     Section 2.7. Denomination and Date of Securities; Payments of Interest . The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.3. With respect to Securities of any series denominated in Dollars, in the absence of any such provisions with respect to the Securities of such series, the Securities of such series in registered form shall be issued without coupons and shall be issuable in denominations of $1,000 and any integral multiple thereof, and Securities of such series in bearer form shall be issuable in the denomination of $5,000. The Securities shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

     Each Security shall be dated the date of its authentication, shall bear interest, if any, from the date and shall be payable on the dates, in each case, which shall be specified as contemplated by Section 2.3.

     The person in whose name any Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Securities not less than 15 days preceding such subsequent record date. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) shall mean the date

specified as such in the terms of the Securities of any particular series, or, if no such date is so specified, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

     Section 2.8. Registration, Transfer and Exchange . The Issuer will keep or cause to be kept at each office or agency to be maintained for the purpose as provided in Section 3.2 a register or registers (a “Security Register”) in which, subject to such reasonable regulations as it may prescribe, it will register, and will register the transfer of, Securities as in this Article provided. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. The Trustee is hereby initially appointed as the “Security Registrar” for the purpose of registering the Securities and transfers thereof as herein provided. In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times.

     Upon due presentation for registration of transfer of any Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of the same series in authorized denominations for a like aggregate principal amount.

     Any Security or Securities of any series may be exchanged for a Security or Securities of the same series in other authorized denominations, in an equal aggregate principal amount. Securities of any series to be exchanged shall be surrendered at any office or agency to be maintained by the Issuer for the purpose as provided in Section 3.2, and the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities of the same series which the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.

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

     The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

     Notwithstanding any other provision of this Section 2.8, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

     If at any time the Depositary for any Global Securities of any series notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Securities or if at any time the Depositary for such Global Securities shall no longer be eligible under applicable law, the Issuer shall appoint a successor Depositary eligible under applicable law with respect to such Global Securities. If a successor Depositary eligible under applicable law for such Global Securities is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute, and the Trustee, upon receipt of the Issuer’s order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities.

     The Issuer may at any time and in its sole discretion determine that any Global Securities of any series shall no longer be maintained in global form. In such event the Issuer will execute, and the Trustee, upon receipt of the Issuer’s order for the authentication and delivery of definitive Securities of such series and tenor, will authenticate and deliver, Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Global Securities, in exchange for such Global Securities.

     Any time the Securities of any series are not in the form of Global Securities pursuant to the preceding two paragraphs, the Issuer agrees to supply the Trustee with a reasonable supply of certificated Securities without the legend required by Section 2.4 and the Trustee agrees to hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture.

     If established by the Issuer pursuant to Section 2.3 with respect to any Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for Securities of the same series and tenor in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee shall authenticate and deliver, without service charge,

     (i) to the Person specified by such Depositary new Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and

     (ii) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities authenticated and delivered pursuant to clause (i) above.

     Securities issued in exchange for a Global Security pursuant to this Section 2.8 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

     The Issuer shall not be required to exchange or register a transfer of (a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed.

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

     Section 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen Securities . In case any temporary or definitive Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substitute Security shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

     Upon the issuance of any substitute Security, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security and of the ownership thereof.

     Every substitute Security of any series issued pursuant to the provisions of this Section by virtue of the fact that any such Security is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. All Securities shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

     Section 2.10. Cancellation of Securities; Destruction Thereof . All Securities surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of a sinking or analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall destroy cancelled Securities held by it and deliver a certificate of destruction to the Issuer. If the Issuer shall acquire any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation.

     Section 2.11. Temporary Securities . Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as registered Securities without coupons, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Securities, all as may be determined by the Issuer with the concurrence of the Trustee. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.2, and the Trustee shall authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series.

ARTICLE THREE

COVENANTS OF THE ISSUER AND THE TRUSTEE

     Section 3.1. Payment of Principal and Interest . The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series at the place or places, at the respective times and in the manner provided in such Securities. Unless otherwise specified in accordance with Section 2.3, each installment of interest on the Securities of any series may be paid by mailing checks for such interest payable to or upon the written order of the holders of Securities entitled thereto as they shall appear on the registry books of the Issuer.

     Section 3.2. Offices for Payments, etc. So long as any of the Securities remain outstanding, the Issuer will maintain in each Place of Payment for any series of Securities an office or agency (a) where the Securities may be presented for payment, (b) where the Securities may be presented for registration of transfer and for exchange as in this Indenture provided and (c) where notices and demands to or upon the Issuer in respect of the Securities or of this

Indenture may be served. The Issuer will give to the Trustee written notice of the location of any such office or agency and of any change of location thereof. Unless otherwise specified in accordance with Section 2.3, the Issuer hereby initially designates the Corporate Trust Office of the Trustee, as the office to be maintained by it for each such purpose. In case the Issuer shall fail to so designate or maintain any such office or agency or shall fail to give such notice of the location or of any change in the location thereof, presentations and demands may be made and notices may be served at the Corporate Trust Office.

     Section 3.3. Appointment to Fill a Vacancy in Office of Trustee . The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 5.9, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.

     Section 3.4. Paying Agents . Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section,

     (a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the Issuer or by any other obligor on the Securities of such series) in trust for the benefit of the holders of the Securities of such series or of the Trustee;

     (b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the Securities of such series when the same shall be due and payable; and

     (c) pay any such sums so held in trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of the failure referred to in clause (b) above.

     The Issuer will, on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action.

     If the Issuer shall act as its own paying agent with respect to the Securities of any Series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the holders of the Securities of such series a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.

     Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

     Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 9.3 and 9.4.

     Section 3.5. Certificate of the Issuer . The Issuer will furnish to the Trustee on or before March 31 in each year a brief certificate (which need not comply with Section 10.5) from the principal executive, financial or accounting officer of the Issuer as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture).

     Section 3.6. Securityholders’ Lists . If and so long as the Trustee shall not be the Security Registrar for the Securities of any series, the Issuer will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities of such series pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.3 for non-interest bearing securities in each year, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished.

     Section 3.7. Reports by the Issuer . The Issuer covenants to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. The Issuer also shall comply with the provisions of Section 314(a) of the Trust Indenture Act of 1939 or any successor provision thereto.

     Section 3.8. Reports by the Trustee . Any Trustee’s report required under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or before July 15 in each year following the date hereof, so long as any Securities are outstanding hereunder, and shall be dated as of a date convenient to the Trustee no more than 60 nor less than 45 days prior thereto.

     Section 3.9. Limitations on Liens . The Issuer will not create or assume, and will not permit any Consolidated Subsidiary to create or assume, any Indebtedness for money borrowed which is secured by a mortgage, pledge, security interest or lien (“liens”) of or upon any assets, whether now owned or hereafter acquired, of the Issuer or any such Consolidated Subsidiary without equally and ratably securing the Securities by a lien ranking ratably with and equal to (or at the Issuer’s option prior to) such secured Indebtedness. The foregoing restriction, however, will not apply to:

     (a) liens existing on the date of this Indenture;

     (b) liens on any assets of any corporation existing at the time such corporation becomes a Consolidated Subsidiary;

     (c) liens on any assets existing at the time of acquisition of such assets by the Issuer or a Consolidated Subsidiary, or liens to secure the payment of all or any part of the purchase price of such assets upon the acquisition of such assets by the Issuer or a Consolidated Subsidiary or to secure any Indebtedness incurred or guaranteed by the Issuer or a Consolidated Subsidiary prior to, at the time of, or within 360 days after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing asset) or commencement of full operation of such asset, whichever is later) which Indebtedness is incurred or guaranteed for the purpose of financing all or any part of the purchase price thereof or, in the case of real property, construction or improvements thereon; provided , however , that in the case of any such acquisition, construction or improvement, the lien shall not apply to any assets theretofore owned by the Issuer or a Consolidated Subsidiary, other than, in the case of any such construction or improvement, any real property on which the property so constructed, or the improvement, is located;

     (d) liens on any assets to secure Indebtedness of a Consolidated Subsidiary to the Issuer or to another wholly-owned domestic Subsidiary;

     (e) liens on any assets of a corporation existing at the time such corporation is merged into or consolidated with the Issuer or a Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a corporation or firm as an entirety or substantially as an entirety by the Issuer or a Subsidiary;

     (f) liens on any assets of the Issuer or a Consolidated Subsidiary in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price (or, in the case of real property, the cost of construction), of the assets subject to such liens (including, but not limited to, liens incurred in connection with pollution control, industrial revenue or similar financings);

     (g) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing clauses (a) to (f), inclusive; provided , however , that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a part of the assets which secured the lien so extended, renewed or replaced (plus improvements and construction on such real property);

     (h) liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar liens arising in the ordinary course of business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by the Issuer or any Consolidated Subsidiary, or deposits or pledges to obtain the release of any of the foregoing liens;

     (i) pledges, liens or deposits under worker’s compensation laws or similar legislation and liens or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Issuer or any Consolidated Subsidiary is a party, or to secure public or statutory obligations of the Issuer or any Consolidated Subsidiary, or in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, appeal or customs bonds to which the Issuer or any Consolidated Subsidiary is a party, or in litigation or other proceedings such as, but not limited to, inter-pleader proceedings, and other similar pledges, liens or deposits made or incurred in the ordinary course of business;

     (j) liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the Issuer or any Consolidated Subsidiary with respect to which the Issuer or such Consolidated Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment liens which are satisfied within 15 days of the date of judgment; or liens incurred by the Issuer or any Consolidated Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Issuer or such Consolidated Subsidiary is a party;

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

     (l) liens on any assets of a Financing Subsidiary.

     Notwithstanding the restrictions set forth in the preceding paragraph, the Issuer or any Consolidated Subsidiary will be permitted to create or assume any Indebtedness which is secured by a lien without equally and ratably securing the Securities; provided that at the time of such creation or assumption, and immediately after giving effect thereto, Exempted Debt does not exceed 20% of Net Worth.

     Section 3.10. Limitation on Sale and Lease-Back . The Issuer will not, nor will it permit any Consolidated Subsidiary to, enter into any sale and lease-back transaction with respect to any assets, other than any such transaction involving a lease for a term of not more than three years, unless either (a) the Issuer or such Consolidated Subsidiary would be entitled to incur Indebtedness secured by a lien on the assets to be leased, in an amount at least equal to the Attributable Debt with respect to such sale and lease-back transaction, without equally and ratably securing the Securities, pursuant to clauses (a) through (k) inclusive of Section 3.9, or

(b) the proceeds of the sale of the assets to be leased are at least equal to the fair value of such assets (as determined by the Board of Directors of the Issuer) and the proceeds are applied to the purchase or acquisition (or, in the case of property, the construction) of assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or redemption provision) of Senior Funded Indebtedness. This limitation, however, will not apply if at the time the Issuer or any Consolidated Subsidiary enters into such sale and lease-back transaction, and immediately after giving effect thereto, Exempted Debt does not exceed 20% of Net Worth.

     Section 3.11. Limitations on Subsidiary Indebtedness . The Issuer will not permit any Restricted Subsidiary, directly or indirectly, to create, incur, assume, guarantee, acquire, or become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “ incur ”), any Indebtedness for money borrowed; provided , however , that the foregoing limitations will not apply to the incurrence of any of the following, each of which shall be given independent effect:

     (a) Indebtedness outstanding on the date of this Indenture;

     (b) Indebtedness of a Restricted Subsidiary that represents the assumption by such Restricted Subsidiary of Indebtedness of another Subsidiary, and Indebtedness owed by any Restricted Subsidiary to the Issuer or to another Subsidiary; provided that any such Indebtedness shall be at all times held by a Person which is either the Issuer or a Subsidiary; and provided further that upon the transfer or other disposition of any such Indebtedness to a Person other than the Issuer or another Subsidiary, the incurrence of such Indebtedness shall be deemed to be an incurrence that is not permitted by this clause (b);

     (c) Indebtedness arising from (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; or (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided , however , that such overdraft is extinguished within five Business days of incurrence;

     (d) Indebtedness arising from guarantees of loans and advances by third parties to employees and officers of a Restricted Subsidiary in the ordinary course of business for bona fide business purposes, provided that the aggregate amount of such guarantees by all Restricted Subsidiaries does not exceed $1,000,000;

     (e) Indebtedness incurred by a foreign Restricted Subsidiary in the ordinary course of business;

     (f) Indebtedness of any corporation existing at the time such corporation becomes a Restricted Subsidiary or is merged into or consolidated with a Restricted Subsidiary or at the time of a purchase, lease or other acquisition by a Restricted Subsidiary of assets of such corporation as an entirety or substantially as an entirety;

     (g) Indebtedness of a Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Subsidiaries incurred or assumed in connection with the disposition of any business, property or Subsidiary, other than guarantees or similar credit support by any Restricted Subsidiary of Indebtedness incurred by any Person acquiring all or any portion of such business, property or Subsidiary for the purpose of financing such acquisition;

     (h) Indebtedness of a Restricted Subsidiary in respect of performance, surety and other similar bonds, bankers’ acceptances and letters of credit provided by such Subsidiary in the ordinary course of business;

     (i) Indebtedness secured by a lien permitted by Section 3.9 or arising in respect of a sale and lease-back transaction permitted by Section 3.10 or any Indebtedness incurred to finance all or any part of the purchase price or cost of construction of improvements in respect of property or assets acquired by a Person after the date of this Indenture and incurred prior to, at the time of, or within 360 days after, the acquisition of any such property or assets or the completion of any such construction or improvements;

     (j) Indebtedness that is issued, assumed or guaranteed in connection with, or with a view to, compliance by a Restricted Subsidiary with the requirements of any program adopted by any federal, state or local governmental authority and applicable to such Restricted Subsidiary and providing financial or tax benefits to such Restricted Subsidiary which are not available directly to the Issuer;

     (k) Indebtedness arising from Rate Hedging Obligations incurred to limit risks of currency or interest rate fluctuations to which a Subsidiary is otherwise subject by virtue of the operations of its business, and not for speculative purposes;

     (l) Indebtedness incurred by any Financing Subsidiary; and

     (m) Indebtedness incurred in connection with or given in exchange for the renewal, extension, substitution, refunding, defeasance, refinancing or replacement of any Indebtedness described in clauses 9(a), (b), (f), (g)and (i) above (“ Refinancing Indebtedness ”); provided that (i) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so renewed, extended, substituted, refunded, defeased, refinanced or replaced (plus the premiums paid in connection therewith (which shall not exceed the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced) and the expenses incurred in connection therewith); (ii) the Refinancing Indebtedness shall have a weighted average life to maturity equal to or greater than the weighted average life to maturity of the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced; and (iii) the Refinancing Indebtedness shall rank no more senior, and shall be at least as subordinated,

in right of payment as the Indebtedness being renewed, extended, substituted, refunded, defeased, refinanced or replaced.

     Notwithstanding the foregoing restrictions, Restricted Subsidiaries will be permitted to incur any Indebtedness for money borrowed that would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate principal amount of other such Indebtedness for money borrowed that is incurred by Restricted Subsidiaries (not including Indebtedness permitted pursuant to the foregoing paragraphs (a) through (m)), does not, at the time such Indebtedness is incurred, exceed 20% of Net Worth.

ARTICLE FOUR

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

     Section 4.1. Event of Default Defined; Acceleration of Maturity; Waiver of Default . An “ Event of Default ” with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

     (a) default in the payment of any installment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

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

     (c) default in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of the Securities of such series; or

     (d) failure on the part of the Issuer duly to o