AAR CORP (Form: 10-Q, Received: 12/21/2010 12:44:42)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended November 30, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 1-6263

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware

36-2334820

(State or other jurisdiction of incorporation

or organization)

(I.R.S. Employer Identification No.)

One AAR Place, 1100 N. Wood Dale Road

Wood Dale, Illinois

60191

(Address of principal executive offices)

(Zip Code)

(630) 227-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 30, 2010, there were 39,677,152 shares of the registrant’s Common Stock, $1.00 par value per share, outstanding.

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AAR CORP. and Subsidiaries

Quarterly Report on Form 10-Q

For the Quarter Ended November 30, 2010

Table of Contents

			Page
Part I — FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets	3-4
		Condensed Consolidated Statements of Income	5
		Condensed Consolidated Statements of Cash Flows	6
		Condensed Consolidated Statement of Changes in Equity	7
		Notes to Condensed Consolidated Financial Statements	8-19
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20-26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4.	Controls and Procedures	26

Part II — OTHER INFORMATION
	Item 1.	Legal Proceedings	27
	Item 1A.	Risk Factors	27
	Item 6.	Exhibits	27

	Signature Page		28
	Exhibit Index		29

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1 — Financial Statements

AAR CORP. and Subsidiaries

Condensed Consolidated Balance Sheets

As of November 30, 2010 and May 31, 2010

(In thousands)

	November 30,		May 31,
	2010		2010
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	49,320	$	79,370
Accounts receivable, less allowances of $5,090 and $4,773, respectively	257,354		238,466
Inventories	387,175		370,282
Rotable spares and equipment on or available for short-term lease	137,373		126,622
Deposits, prepaids and other	29,047		27,194
Deferred tax assets	21,495		21,495
Total current assets	881,764		863,429

Property, plant and equipment, net of accumulated depreciation of $213,181 and $194,139, respectively	263,752		224,866

Other assets:
Goodwill and other intangible assets, net	161,517		169,253
Equipment on long-term lease	105,596		109,564
Investment in joint ventures	48,016		48,433
Other	96,582		85,497
	411,711		412,747
	$	1,557,227	$	1,501,042

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Balance Sheets

As of November 30, 2010 and May 31, 2010

(In thousands)

	November 30,			May 31,
	2010			2010
	(Unaudited)
Liabilities and equity:
Current liabilities:
Short-term debt	$	60,000		$	45,009
Current maturities of long-term debt	53,252			53,292
Current maturities of non-recourse long-term debt	789			757
Current maturities of long-term capital lease obligations	1,858			1,775
Accounts payable	129,789			114,906
Accrued liabilities	106,118			109,811
Total current liabilities	351,806			325,550

Long-term debt, less current maturities	313,408			317,594
Non-recourse debt	11,452			11,855
Capital lease obligations	5,777			6,742
Deferred tax liabilities	59,341			57,335
Other liabilities and deferred income	34,551			35,616
	424,529			429,142

Equity:
Preferred stock, $1.00 par value, authorized 250 shares; none issued	—			—
Common stock, $1.00 par value, authorized 100,000 shares; issued 44,989 and 44,870 shares, respectively	44,989			44,870
Capital surplus	417,725			416,842
Retained earnings	449,775			419,287
Treasury stock, 5,311 and 5,386 shares at cost, respectively	(102,477		)	(104,447		)
Accumulated other comprehensive loss	(28,564		)	(29,646		)
Total AAR shareholders’ equity	781,448			746,906
Noncontrolling interest	(556		)	(556		)
Total equity	780,892			746,350
	$	1,557,227		$	1,501,042

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Statements of Income

For the Three and Six Months Ended November 30, 2010 and 2009

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	November 30,						November 30,
	2010			2009			2010			2009
Sales:
Sales from products	$	317,593		$	269,346		$	605,302		$	541,875
Sales from services	129,461			59,338			253,949			128,332
	447,054			328,684			859,251			670,207
Costs and operating expenses:
Cost of products	273,550			221,007			515,902			464,476
Cost of services	99,328			43,817			198,285			87,848
Selling, general and administrative	43,334			37,591			86,039			74,483
	416,212			302,415			800,226			626,807
Earnings from joint ventures	2,529			11			2,557			94
Operating income	33,371			26,280			61,582			43,494
Gain on extinguishment of debt	—			—			97			913
Interest expense	(7,579		)	(6,463		)	(15,010		)	(13,020		)
Interest income	76			290			236			606
Income before provision for income taxes	25,868			20,107			46,905			31,993
Provision for income taxes	9,054			6,914			16,417			9,642
Net income attributable to AAR and noncontrolling interest	16,814			13,193			30,488			22,351
Loss attributable to noncontrolling interest	—			119			—			1,165
Net income attributable to AAR	$	16,814		$	13,312		$	30,488		$	23,516

Earnings per share — basic	$	0.44		$	0.35		$	0.80		$	0.62

Earnings per share — diluted	$	0.42		$	0.34		$	0.77		$	0.61
Weighted average common shares outstanding — basic	38,301			38,143			38,335			38,121
Weighted average common shares outstanding — diluted	43,230			42,869			43,092			42,764

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended November 30, 2010 and 2009

(Unaudited)

(In thousands)

	Six Months Ended
	November 30,
	2010			2009
Cash flows from operating activities:
Net income attributable to AAR and noncontrolling interest	$	30,488		$	22,351
Adjustments to reconcile net income attributable to AAR and noncontrolling interest to net cash provided from operating activities:
Depreciation and amortization	28,804			17,478
Amortization of debt discount	6,051			5,755
Stock-based compensation	5,828			4,004
Deferred tax provision	2,555			(5,666		)
Tax benefits from exercise of stock options	(15		)	(223		)
Gain on extinguishment of debt	(97		)	(913		)
Earnings from joint ventures	(2,557		)	(94		)
Changes in certain assets and liabilities:
Accounts and notes receivable	(14,191		)	30,171
Inventories	(16,951		)	6,967
Rotable spares and equipment on or available for short-term lease	(10,926		)	15,413
Equipment on long-term lease	(129		)	1,223
Accounts payable	14,814			(18,595		)
Accrued and other liabilities	(4,667		)	(16,251		)
Other, primarily deposits and program costs	(9,195		)	(3,484		)
Net cash provided from operating activities	29,812			58,136
Cash flows from investing activities:
Property, plant and equipment expenditures	(59,930		)	(15,000		)
Proceeds from disposal of assets	21			54
Proceeds from aircraft joint ventures	4,694			37
Investment in aircraft joint ventures	(4,483		)	(4,117		)
Proceeds from leveraged leases	—			5,220
Other	(1,381		)	(1,302		)
Net cash used in investing activities	(61,079		)	(15,108		)
Cash flows from financing activities:
Change in short-term borrowings, net	14,991			103
Reduction in borrowings	(10,482		)	(49,481		)
Reduction in capital lease obligations	(881		)	(957		)
Reduction in equity due to convertible bond repurchases	(236		)	(254		)
Purchase of treasury stock	(2,539		)	—
Stock option exercises	347			465
Tax benefits from exercise of stock options	15			223
Contributions from noncontrolling interest	—			231
Net cash provided from (used in) financing activities	1,215			(49,670		)
Effect of exchange rate changes on cash	2			(160		)
Decrease in cash and cash equivalents	(30,050		)	(6,802		)
Cash and cash equivalents, beginning of period	79,370			112,505
Cash and cash equivalents, end of period	$	49,320		$	105,703

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Condensed Consolidated Statement of Changes in Equity

For the Six Months Ended November 30, 2010

(Unaudited)

(In thousands)

											Accumulated
											Other			Total AAR
	Common		Capital			Retained		Treasury			Comprehensive			Shareholders’			Noncontrolling			Total
	Stock		Surplus			Earnings		Stock			Income (Loss)			Equity			Interest			Equity
Balance, May 31, 2010	$	44,870	$	416,842		$	419,287	$	(104,447	)	$	(29,646	)	$	746,906		$	(556	)	$	746,350
Net income	—		—			30,488		—			—			30,488			—			30,488
Exercise of stock options and stock awards	1		1,972			—		(573		)	—			1,400			—			1,400
Tax benefit related to share-based plans	—		15			—		—			—			15			—			15
Restricted stock activity	118		(1,554		)	—		5,219			—			3,783			—			3,783
Repurchase of shares	—		—			—		(2,539		)	—			(2,539		)	—			(2,539		)
Bond hedge and warrant activity	—		137			—		(137		)	—			—			—			—
Equity portion of bond repurchase	—		313			—		—			—			313			—			313
Foreign currency translation gain	—		—			—		—			1,082			1,082			—			1,082
Balance, November 30, 2010	$	44,989	$	417,725		$	449,775	$	(102,477	)	$	(28,564	)	$	781,448		$	(556	)	$	780,892

The accompanying Notes to Condensed Consolidated Financial

Statements are an integral part of these statements.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 1 — Basis of Presentation

AAR CORP. and its subsidiaries are referred to herein collectively as “AAR,” “Company,” “we,” “us,” and “our” unless the context indicates otherwise. The accompanying condensed consolidated financial statements include the accounts of AAR and its subsidiaries after elimination of intercompany accounts and transactions.

We have prepared these statements without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The condensed consolidated balance sheet as of May 31, 2010 has been derived from audited financial statements. To prepare the financial statements in conformity with U.S. generally accepted accounting principles, management has made a number of estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain information and note disclosures, normally included in comprehensive financial statements prepared in accordance with U.S. generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our latest annual report on Form 10-K.

In the opinion of management, the condensed consolidated financial statements reflect all adjustments (which consist only of normal recurring adjustments) necessary to present fairly the condensed consolidated financial position of AAR CORP. and its subsidiaries as of November 30, 2010, the condensed consolidated statements of income for the three- and six-month periods ended November 30, 2010 and 2009, its cash flows for the six-month periods ended November 30, 2010 and 2009 and the condensed consolidated statement of changes in equity for the six-month period ended November 30, 2010. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

Note 2 — Accounting for Stock-Based Compensation

We provide stock-based awards under the AAR CORP. Stock Benefit Plan (“Stock Benefit Plan”) which has been approved by our stockholders. Under this plan, we are authorized to issue stock options to employees and non-employee directors that allow the grant recipients to purchase shares of common stock at a price not less than the fair market value of the common stock on the date of grant. Generally, stock options awarded expire ten years from the date of grant and are exercisable in three, four or five equal annual increments commencing one year after the date of grant. We issue common stock upon the exercise of stock options. In addition to stock options, the Stock Benefit Plan also provides for the grant of restricted stock awards and performance based restricted stock awards. The amount of performance-based awards earned is based on achievement of certain company wide financial goals or stock price targets. The Stock Benefit Plan also provides for the grant of stock appreciation units; however, to date, no stock appreciation units have been granted.

We measure share-based compensation based on the fair value of the award at the grant date, and recognize the cost of share-based awards over the applicable service period, which is generally the vesting period. Performance-based restricted stock compensation is recognized over the applicable service period and based on the level of achievement that is considered probable.

During the six-month periods ended November 30, 2010 and 2009, we granted stock options representing 708,970 shares and 687,000 shares, respectively.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

The weighted average fair value of stock options granted during the six-month periods ended November 30, 2010 and 2009 was $7.98 and $7.40, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Six Months Ended
	November 30,
	2010		2009
Risk-free interest rate	1.8	%	2.3	%
Expected volatility of common stock	47.0	%	49.2	%
Dividend yield	0.0	%	0.0	%
Expected option term in years	5.8		6.0

The following table summarizes stock option activity for the six-month period ended November 30, 2010:

					Weighted
			Weighted		Average
	Number of		Average		Remaining	Aggregate
	Options		Exercise		Contractual	Intrinsic
	(in thousands)		Price		Life (years)	Value
Outstanding at May 31, 2010	1,543		$	19.28
Granted	709		$	17.37
Exercised	(22	)	$	15.75
Cancelled	(110	)	$	23.00
Outstanding at November 30, 2010	2,120		$	18.38	8.3	$	15,788
Exercisable at November 30, 2010	827		$	19.59	5.0	$	5,973

The total fair value of stock options that vested during the six-month periods ended November 30, 2010 and 2009 was $2,275 and $690, respectively. The total intrinsic value of stock options exercised during the six-month periods ended November 30, 2010 and 2009 was $87 and $631, respectively. The tax benefit realized from stock options exercised during the six-month periods ended November 30, 2010 and 2009 was $15 and $223, respectively. Expense charged to operations for stock options during the three-month periods ended November 30, 2010 and 2009 was $1,157 and $619, respectively. Expense charged to operations for stock options during the six-month periods ended November 30, 2010 and 2009 was $2,045 and $1,027, respectively. As of November 30, 2010, we had $8,939 of unearned compensation related to stock options that will be amortized over an average remaining period of 2.2 years.

The fair value of restricted stock awards is the market value of our common stock on the date of grant. Amortization expense related to restricted stock awards during the three-month periods ended November 30, 2010 and 2009 was $2,048 and $1,562, respectively. Amortization expense related to restricted stock awards during the six-month periods ended November 30, 2010 and 2009 was $3,783 and $2,977, respectively.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Restricted share activity during the six-month period ended November 30, 2010 is as follows:

	Number of		Weighted Average
	Shares		Fair Value
	(in thousands)		on Grant Date
Unvested at May 31, 2010	1,205		$	23.93
Granted	402		$	17.35
Vested	(216	)	$	17.74
Forfeited	(15	)	$	19.29
Unvested at November 30, 2010	1,376		$	23.05

During the six-month period ended November 30, 2010, we granted a total of 36,000 restricted shares to members of the Board of Directors. As of November 30, 2010 we had $16,480 of unearned compensation related to restricted shares that will be amortized to expense over a weighted average period of 2.5 years.

Stock Repurchase Authorization

On June 20, 2006 our Board of Directors authorized us to purchase up to 1,500,000 shares of our common stock on the open market. During the six-month period ended November 30, 2010, we purchased 150,000 shares of our common stock on the open market at an average price of $16.92, leaving 1,028,300 shares still available for repurchase.

Note 3 — Inventory

The summary of inventories is as follows:

	November 30,		May 31,
	2010		2010
Raw materials and parts	$	65,115	$	62,737
Work-in-process	62,870		51,523
Purchased aircraft, parts, engines and components held for sale	259,190		256,022
	$	387,175	$	370,282

Note 4 — Supplemental Cash Flow Information

	Six Months Ended
	November 30,
	2010		2009
Interest paid	$	6,834	$	5,495
Income taxes paid	8,875		15,243
Income tax refunds received	67		441

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 5 — Comprehensive Income

A summary of the components of comprehensive income (loss) is as follows:

	Three Months Ended					Six Months Ended
	November 30,					November 30,
	2010		2009			2010		2009
Net income attributable to AAR and noncontrolling interest	$	16,814	$	13,193		$	30,488	$	22,351

Other comprehensive income (loss) —
Cumulative translation adjustments	972		952			1,082		1,384
Unrealized loss on investment, net of tax	—		(297		)	—		(297		)

Total comprehensive income	$	17,786	$	13,848		$	31,570	$	23,438

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 6 — Financing Arrangements

A summary of our recourse and non-recourse long-term debt is as follows:

	November 30,			May 31,
	2010			2010
Recourse debt

Notes payable due May 15, 2011 with interest at 8.39% payable semi-annually on June 1 and December 1	$	42,000		$	42,000
Note payable due July 19, 2012 with interest at 7.22%, payable monthly	3,188			4,116
Note payable due May 1, 2015 with interest at 3.5%, payable monthly	59,583			64,225
Mortgage loan (secured by Wood Dale, Illinois facility) due August 1, 2015 with interest at 5.01%	11,000			11,000
Convertible notes payable due March 1, 2014 with interest at 1.625% payable semi-annually on March 1 and September 1	71,659			69,957
Convertible notes payable due March 1, 2016 with interest at 2.25% payable semi-annually on March 1 and September 1	50,175			53,652
Convertible notes payable due February 1, 2026 with interest at 1.75% payable semi-annually on February 1 and August 1	104,055			100,828
Industrial revenue bond (secured by trust indenture on property, plant and equipment) due August 1, 2018 with floating interest rate, payable monthly	25,000			25,108
Total recourse debt	366,660			370,886
Current maturities of recourse debt	(53,252		)	(53,292		)
Long-term recourse debt	$	313,408		$	317,594

Non-recourse debt

Non-recourse note payable due July 19, 2012 with interest at 7.22%	$	8,201		$	8,201
Non-recourse note payable due April 3, 2015 with interest at 8.38%	4,040			4,411
Total non-recourse debt	12,241			12,612
Current maturities of non-recourse debt	(789		)	(757		)
Long-term non-recourse debt	$	11,452		$	11,855

During the six-month period ended November 30, 2010, we retired $6,000 par value of our 2.25% convertible notes due March 1, 2016. The notes were retired for $4,667 cash, and the gain of $97, after consideration of unamortized discount and debt issuance costs, is recorded in gain on extinguishment of debt on the condensed consolidated statements of income.

During the six-month period ended November 30, 2009, we retired $10,500 par value of our 1.625% convertible notes due March 1, 2014 and $2,000 par value of our 2.25% convertible notes due March 1, 2016. Collectively, the convertible notes were retired for $9,115 cash, and the gain of $913, after consideration of unamortized discount and debt issuance costs, is recorded in gain on extinguishment of debt on the condensed consolidated statements of income.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

At November 30, 2010, the face value of our long-term recourse debt was $409,151 and the estimated fair value was approximately $409,000. The fair value was estimated using available market information.

Change in method of accounting for Convertible Notes

On June 1, 2009, we adopted a new accounting standard that clarifies the accounting for convertible debt instruments that may be settled wholly or partly in cash when converted, and requires convertible debt to be accounted for as two components: (i) a debt component which is recorded upon issuance at the estimated fair value of a similar straight-debt instrument without the debt-for-equity conversion feature; and (ii) an equity component that is included in capital surplus and represents the estimated fair value of the conversion feature at issuance. The bifurcation of the debt and equity components results in a discounted carrying value of the debt component compared to the principal amount. The discount is accreted to the carrying value of the debt component through interest expense over the expected life of the debt using the effective interest method.

As of November 30, 2010 and May 31, 2010, the long-term debt and equity component (recorded in capital surplus, net of income tax benefit) consisted of the following:

	November 30,			May 31,
	2010			2010
Long-term debt:
Principal amount	$	268,380		$	274,380
Unamortized discount	(42,491		)	(49,943		)
Net carrying amount	$	225,889		$	224,437

Equity component, net of tax	$	74,966		$	74,653

The discount on the liability component of long-term debt is being amortized using the effective interest method based on an effective rate of 8.48% for our 1.75% convertible notes; 6.82% for our 1.625% convertible notes and 7.41% for our 2.25% convertible notes. For our 1.75% convertible notes, the discount is being amortized through February 1, 2013, which is the first put date for those notes. For our 1.625% and 2.25% convertible notes, the discount is being amortized through their respective maturity dates of March 1, 2014 and March 1, 2016.

As of November 30, 2010 and 2009, for each of our convertible note issuances, the “if converted” value does not exceed its principal amount.

The interest expense associated with the convertible notes was as follows:

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2010		2009		2010		2009
Coupon interest	$	1,228	$	1,273	$	2,475	$	2,561
Amortization of deferred financing fees	188		194		377		389
Amortization of discount	3,040		2,888		6,051		5,755
Interest expense related to convertible notes	$	4,456	$	4,355	$	8,903	$	8,705

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 7 — Earnings per Share

The computation of basic earnings per share is based on the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding during the period plus, when their effect is dilutive, incremental shares consisting of shares subject to stock options, shares issuable upon vesting of restricted stock awards and shares to be issued upon conversion of convertible debt.

We use the “if-converted” method in calculating the diluted earnings per share effect of the assumed conversion of our contingently convertible debt issued in fiscal 2006 because the principal for that issuance can be settled in stock, cash or a combination thereof. Under the “if converted” method, the after-tax effect of interest expense related to the convertible securities is added back to net income, and the convertible debt is assumed to have been converted into common shares at the beginning of the period.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

The following table provides a reconciliation of the computations of basic and diluted earnings per share information for the three- and six-month periods ended November 30, 2010 and 2009.

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2010		2009		2010		2009

Net income attributable to AAR and noncontrolling interest	$	16,814	$	13,193	$	30,488	$	22,351
Loss attributable to noncontrolling interest	—		119		—		1,165
Net income attributable to AAR	$	16,814	$	13,312	$	30,488	$	23,516

Basic shares:
Weighted average common shares outstanding	38,301		38,143		38,335		38,121

Earnings per share — basic	$	0.44	$	0.35	$	0.80	$	0.62

Net income attributable to AAR	$	16,814	$	13,312	$	30,488	$	23,516
Add: After-tax interest on convertible debt	1,392		1,308		2,763		2,596
Net income for diluted EPS calculation	$	18,206	$	14,620	$	33,251	$	26,112

Diluted shares:
Weighted average common shares outstanding	38,301		38,143		38,335		38,121
Additional shares from the assumed exercise of stock options	274		214		172		156
Additional shares from the assumed vesting of restricted stock	587		444		517		419
Additional shares from the assumed conversion of convertible debt	4,068		4,068		4,068		4,068
Weighted average common shares outstanding — diluted	43,230		42,869		43,092		42,764

Earnings per share — diluted	$	0.42	$	0.34	$	0.77	$	0.61

At November 30, 2010 and 2009, respectively, stock options to purchase 449,000 and 562,000 shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of each of these options was greater than the average market price of the common shares during the interim periods then ended.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 8 —Aircraft Portfolio

Within our Aviation Supply Chain segment, we own commercial aircraft with joint venture partners as well as aircraft that are wholly-owned. These aircraft are available for lease or sale to commercial air carriers.

Joint Ventures

As of November 30, 2010, the Company had ownership interests in 24 aircraft with joint venture partners. As of November 30, 2010, our equity investment in the 24 aircraft owned with joint venture partners was approximately $38,059 and is included in investment in joint ventures on the Condensed Consolidated Balance Sheet. Our aircraft joint ventures represent investments in limited liability companies that are accounted for under the equity method of accounting. Our membership interest in each of these limited liability companies is 50% and the primary business of these companies is the acquisition, ownership, lease and disposition of certain commercial aircraft. Aircraft are purchased with cash contributions by the members of the companies and debt financing provided to the limited liability companies on a limited recourse basis. Under the terms of servicing agreements with certain of the limited liability companies, we provide administrative services and technical advisory services, including aircraft evaluations, oversight and logistical support of the maintenance process and records management. We also provide remarketing services with respect to the divestiture of aircraft by the limited liability companies. For the six-month periods ended November 30, 2010 and 2009, we were paid $452 and $388, respectively, for such services. The income tax benefit or expense related to the operations of the ventures is recorded by the member companies.

Distributions from joint ventures are classified as operating or investing activities in the consolidated statements of cash flows based upon an evaluation of the specific facts and circumstances of each distribution.

Summarized financial information for these limited liability companies is as follows:

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2010		2009		2010		2009
Sales	$	25,589	$	11,170	$	37,855	$	22,434
Income before provision for income taxes	5,248		172		5,502		528

	November 30,		May 31,
	2010		2010
Balance sheet information:
Assets	$	239,016	$	259,965
Debt	147,441		167,255
Members’ capital	88,690		89,449

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Wholly-Owned Aircraft

In addition to the aircraft owned with joint venture partners, we own five aircraft for our own account. A former lessee of two of our wholly-owned aircraft is in arrears for amounts due under the leases. We have obtained a judgment against the lessee and its affiliated guarantor and expect to recover past due rental amounts. Our net investments in these two aircraft after consideration of non-recourse financing are $7,833 and $5,605, respectively. Our investment in the five wholly-owned aircraft, after consideration of financing, is comprised of the following components:

	November 30,			May 31,
	2010			2010
Gross carrying value	$	49,875		$	50,854
Debt	(15,428		)	(16,728		)
Capital lease obligation	(7,622		)	(8,492		)
Net AAR investment	$	26,825		$	25,634

Information relating to aircraft type, year of manufacture, lessee, lease expiration date and expected disposition upon lease expiration for the 24 aircraft owned with joint venture partners and five wholly-owned aircraft is as follows:

Aircraft owned with joint venture partners

		Year		Lease Expiration	Post-Lease
Quantity	Aircraft Type	Manufactured	Lessee	Date (FY)	Disposition
1	737-300	1987	US Airways	2012	Re-lease/Disassemble
2	767-300	1991	United Airlines	2016 and 2017	Re-lease
1	747-400	1989	Delta Airlines	2020	Re-lease/Disassemble
1	737-300	1997	Small Planet Airlines	2013	Re-lease
1	A320	1992	Air Canada	2015	Disassemble
18	737-400	1992-1997	Malaysia Airlines	Various(1)	Re-lease
24

Wholly-owned aircraft

		Year		Lease Expiration	Post-Lease
Quantity	Aircraft Type	Manufactured	Lessee	Date (FY)	Disposition
1	MD83	1989	Meridiana	2011	Sale/Re-lease
2	A320	1992, 1997	Available	—	Re-lease
1	A320	1992	Air Canada	2015	Re-lease
1	CRJ 200	1999	Air Wisconsin	2017	Sale/Disassemble
5

(1) 4 aircraft in 2011 (Subsequent to November 30, 2010, the lessee agreed to extend the lease termination dates to fiscal years 2013 and 2014); 11 aircraft in 2012; 2 aircraft in 2013 and 1 aircraft in 2014

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 9 — Acquisitions

On April 7, 2010, we acquired Aviation Worldwide Services, a leading provider of expeditionary airlift services and aircraft modifications to the United States and other government customers. The purchase price was approximately $200,000 and was paid in cash. We have made a preliminary purchase price allocation for the acquisition and expect to complete the purchase price allocation in March 2011.

Note 10 — Subsequent Event — Discontinued Operations

Subsequent to the close of the second quarter ended November 30, 2010, the Company concluded that it will exit its Amsterdam component repair facility, and is evaluating a number of strategic alternatives associated with the business unit, including the sale of the unit. The unit operates in a high cost area of Europe and has lost money over the past several quarters. For the six-month period ended November 30, 2010, sales and pre-tax loss for the Amsterdam facility were $14,336 and $2,602, respectively. The aggregate carrying value of the unit is approximately $11,000 and we expect to recover the carrying value. The Company expects to report this unit as a discontinued operation beginning with the third quarter of fiscal 2011.

Note 11 — Business Segment Information

We report our activities in four business segments: Aviation Supply Chain; Government and Defense Services; Maintenance, Repair and Overhaul; and Structures and Systems. In fiscal 2010, we revised our segments to align with the way our Chief Executive Officer evaluates performance and the way we are internally organized. Prior year information was revised to conform with our new segment presentation.

Sales in the Aviation Supply Chain segment are derived from the sale and lease of a wide variety of new, overhauled and repaired engine and airframe parts and components principally to the commercial aviation market. We also offer customized inventory supply chain management programs. Sales also include the sale and lease of commercial aircraft and jet engines and technical and advisory services. Cost of sales consists principally of the cost of product, direct labor, overhead (primarily indirect labor, facility cost and insurance) and the cost of lease revenue (primarily depreciation and insurance).

Sales in the Government and Defense Services segment are derived from the sale of new and overhauled engine and airframe parts and components, customized performance based logistics programs, expeditionary airlift services, aircraft modifications and engineering, design, and integration services to our government and defense customers. Cost of sales consists principally of the cost of the product (primarily aircraft and engine parts), direct labor, overhead and aircraft maintenance costs.

Sales in the Maintenance, Repair and Overhaul segment are principally derived from aircraft maintenance, including painting, and the repair and overhaul of landing gear. Cost of sales consists principally of the cost of product (primarily replacement aircraft parts), direct labor and overhead.

Sales in the Structures and Systems segment are derived from the engineering, design and manufacture of containers, pallets and shelters used to support the U.S. military’s tactical deployment requirements, complex machined and fabricated parts, components and sub-systems for various aerospace and defense programs and other applications, in-plane cargo loading and handling systems for commercial and military applications and composite products for aviation and industrial use. Cost of sales consists principally of the cost of product, direct labor and overhead.

The accounting policies for the segments are the same as those described in Note 1 of Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended May 31, 2010. Our chief operating decision making officer (Chief Executive Officer) evaluates performance based on the reportable segments and utilizes gross profit as a primary profitability measure. The expenses and assets related to corporate activities are not allocated to the segments. Our reportable segments are aligned principally around differences in products and services.

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AAR CORP. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

November 30, 2010

(Unaudited)

(Dollars in thousands, except per share amounts)

Gross profit is calculated by subtracting cost of sales from sales. Selected financial information for each reportable segment is as follows:

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2010		2009		2010		2009
Sales:
Aviation Supply Chain	$	117,856	$	102,159	$	225,926	$	212,796
Government and Defense Services	134,406		39,329		263,736		76,072
Maintenance, Repair and Overhaul	99,041		71,805		175,860		151,022
Structures and Systems	95,751		115,391		193,729		230,317
	$	447,054	$	328,684	$	859,251	$	670,207

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2010		2009		2010		2009
Gross profit:
Aviation Supply Chain	$	19,838	$	21,850	$	39,965	$	37,815
Government and Defense Services	24,129		8,450		47,151		16,155
Maintenance, Repair and Overhaul	12,290		8,577		22,397		19,116
Structures and Systems	17,919		24,983		35,551		44,797
	$	74,176	$	63,860	$	145,064	$	117,883

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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands)

General Overview

We report our activities in four business segments: Aviation Supply Chain; Government and Defense Services; Maintenance, Repair and Overhaul; and Structures and Systems. The table below sets forth consolidated sales for our four business segments for the three- and six-month periods ended November 30, 2010 and 2009.

	Three Months Ended				Six Months Ended
	November 30,				November 30,
	2010		2009		2010		2009
Sales:
Aviation Supply Chain	$	117,856	$	102,159	$	225,926	$	212,796
Government and Defense Services	134,406		39,329		263,736		76,072
Maintenance, Repair and Overhaul	99,041		71,805		175,860		151,022
Structures and Systems	95,751		115,391		193,729		230,317
	$	447,054	$	328,684	$	859,251	$	670,207

Over the last few quarters, many commercial airlines have reported increased revenues and profits, along with improving aircraft fleet capacity and utilization rates. The improved commercial airline environment in large part correlates with the improving U.S. economy, which emerged from a deep recession in late 2009. Beginning with our first quarter of fiscal 2011 ended August 31, 2010, we began to see the early signs of a recovery in demand for the products and services we offer our commercial customers. This recovery gained momentum during our second quarter, as we experienced a 26.9% year-over-year increase in sales to commercial customers.

We expect many carriers will continue to seek ways to reduce their cost structure, including outsourcing more of their maintenance and support functions to third parties, while we believe other carriers who have historically outsourced their maintenance requirements will continue to do so. We believe we remain well-positioned to respond to the commercial market with our broad range of products and services.

During the second quarter of fiscal 2011, sales to global government and defense customers increased 46.0% compared to prior year and at November 30, 2010 represented 51.1% of consolidated sales. The increase was largely driven by sales attributable to Aviation Worldwide Services (“Airlift”), which the Company acquired on April 7, 2010. Although our airlift business today solely supports the U.S. Department of Defense, we are targeting other U.S. governmental agencies, as we believe our airlift services will be useful as the U.S. broadens its interest in non-military activities, including nation building.

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Results of Operations

Three-Month Period Ended November 30, 2010

Consolidated sales for the second quarter ended November 30, 2010 increased $118,370 or 36.0% compared to the prior year period. Sales to commercial customers increased 26.9% compared to the prior year due to strong demand for supply chain and MRO services, while sales to government and defense customers increased 46.0% reflecting the inclusion of Airlift and increased sales at the Company’s defense logistics business.

In the Aviation Supply Chain segment, sales increased $15,697 or 15.4% compared to the prior year as our parts supply businesses benefitted from the improving airline environment and recent investments in high demand products. Gross profit in the Aviation Supply Chain segment decreased $2,012 or 9.2% and the gross profit margin percentage decreased to 16.8% from 21.4% in the prior year due to the mix of products sold.

In the Government and Defense Services segment, sales increased $95,077 or 241.7% compared to the prior year. The sales increase reflects the inclusion of revenue from Airlift which contributed $66,660 of revenue during the second quarter, as well as growth in the Company’s defense logistics business due to the ramp-up of a new performance-based logistics program. Gross profit increased $15,679 or 185.6% and the gross profit margin percentage declined to 18.0% from 21.5% in the prior year reflecting lower margins in the defense logistics business due to transition costs associated with a new performance-based logistics program and a contract adjustment which lowered the pricing for services we deliver under another supply chain program.

In the Maintenance, Repair and Overhaul segment, sales increased $27,236 or 37.9% versus the prior year due to strong sales growth at our heavy maintenance and landing gear facilities as well as at our engineering services business. Gross profit increased $3,713 or 43.3%, and the gross profit margin percentage increased to 12.4% from 11.9% in the prior year primarily due to increased volume.

In the Structures and Systems segment, sales decreased $19,640 or 17.0% over the prior year reflecting an expected decline in the volume at our mobility products business. Gross profit in the Structures and Systems segment decreased $7,064 or 28.3% and the gross profit margin percentage decreased to 18.7% from 21.7% in the prior year due to the mix of products sold and lower volume.

Operating income increased $7,091 or 27.0% compared with the prior year due the increase in sales. Selling, general and administrative expenses increased $5,743 or 15.3% reflecting the inclusion of selling, general and administrative expenses of Airlift, and approximately $1,000 in severance costs at our Amsterdam component repair facility. Earnings from aircraft joint ventures increased $2,518 compared to the prior year principally due to an aircraft sale from our joint venture aircraft portfolio. Net interest expense increased $1,330 or 21.5% compared to the prior year primarily due to an increase in outstanding borrowings. Our effective income tax rate increased slightly to 35.0% in the second quarter of fiscal 2011 compared to 34.4% last year.

Net income attributable to AAR was $16,814 compared to $13,312 in the prior year due to the factors discussed above.

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Six-Month Period Ended November 30, 2010

Consolidated sales for the six-months ended November 30, 2010 increased $189,044 or 28.2% compared to the prior year period. Sales to commercial customers increased 13.1% compared to the prior year due to increased demand for supply chain and MRO and engineering services, while sales to government and defense customers increased 45.4% reflecting the inclusion of Airlift and increased sales at the Company’s defense logistics business.

In the Aviation Supply Chain segment, sales increased $13,130 or 6.2% compared to the prior year as our parts supply businesses benefitted from the improving airline environment and recent investments in high demand products. Prior year sales included a $5,329 sale of an interest in an aircraft leveraged lease. Gross profit in the Aviation Supply Chain segment increased $2,150 or 5.7% and the gross profit margin percentage declined slightly to 17.7% from 17.8% in the prior year due to the mix of products sold. Prior year gross profit was negatively impacted by the sale of the interest in a leveraged lease, in which the Company recorded a $3,800 negative gross profit margin.

In the Government and Defense Services segment, sales increased $187,664 or 246.7% compared to the prior year. The sales increase reflects the inclusion of revenue from Airlift which contributed $131,928 of revenue during the first six month of fiscal 2011, as well as growth in the Company’s defense logistics business due to the ramp-up of a new performance-based logistics program. Gross profit increased $30,996 or 191.9% and the gross profit margin percentage declined to 17.9% from 21.2% in the prior year reflecting lower margins in the defense logistics business due to transition costs associated with a new performance-based logistics program and a contract adjustment which lowered the pricing for services we deliver under another supply chain program.

In the Maintenance, Repair and Overhaul segment, sales increased $24,838 or 16.4% versus the prior year due to strong sales growth at our heavy maintenance and landing gear facilities as well as at our engineering services business. Gross profit increased $3,281 or 17.2% due to increased volume and the gross profit margin percentage remained flat at 12.7%.

In the Structures and Systems segment, sales decreased $36,588 or 15.9% over the prior year reflecting an expected decline in the volume of our mobility products business. Gross profit in the Structures and Systems segment decreased $9,246 or 20.6% and the gross profit margin percentage decreased to 18.4% from 19.5% in the prior year due to the mix of products sold and lower volume.

Operating income increased $18,088 or 41.6% compared with the prior year due to the increase in sales, primarily in the Government and Defense Services segment. Selling, general and administrative expenses increased $11,556 or 15.5% reflecting the inclusion of selling, general and administrative expenses of Airlift. Earnings from aircraft joint ventures increased $2,463 compared to the prior year due to an aircraft sale from our joint venture aircraft portfolio during our second quarter. Net interest expense increased $2,360 or 19.0% compared to the prior year primarily due to an increase in outstanding borrowings. Our effective income tax rate increased to 35.0% in the second quarter of fiscal 2011 compared to 30.1% last year, as the prior year rate reflected a favorable tax impact from the sale of the interest in the aircraft leveraged lease discussed above.

During the six months ended November 30, 2010, we retired $6,000 par value of our 2.25% convertible notes resulting in a net gain on extinguishment of debt of $97.

Net income attributable to AAR was $30,488 compared to $23,516 in the prior year due to the factors discussed above.

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Liquidity and Capital Resources

Historically, we have funded our operating activities and met our commitments through the generation of cash from operations, augmented by the periodic issuance of common stock and debt in the public and private markets. In addition to these cash sources, our current capital resources include our unsecured credit facility. We regularly evaluate various financing arrangements, including the issuance of common stock or debt, which would allow us to improve our liquidity position and finance future growth on commercially reasonable terms. Our continuing ability to borrow from our lenders and issue debt and equity securities to the public and private markets in the future may be negatively affected by a number of factors, including the overall health of the credit markets, general economic conditions, airline industry conditions, geo-political events, and our operating performance. Our ability to generate cash from operations is influenced primarily by our operating performance and changes in working capital. Under a universal shelf registration statement filed with the Securities and Exchange Commission that became effective on December 12, 2008, we may offer and sell up to $300,000 of various types of securities, including common stock, preferred stock and medium-term or long-term debt securities, subject to market conditions.

At November 30, 2010, our liquidity and capital resources included cash of $49,320 and working capital of $529,958. Our revolving credit agreement, as amended (the “Credit Agreement”) with various financial institutions, as lenders, and Bank of America National Association as successor by merger to LaSalle Bank National Association (“Bank of America”), as administrative agent for the lenders, provides us with unsecured revolving borrowing capacity of up to $250,000. Under certain circumstances, we may request an increase to the revolving commitment by an aggregate amount of up to $75,000, not to exceed $325,000 in total. The term of our Credit Agreement extends to August 31, 2011. Borrowings under the Credit Agreement bear interest at the London Interbank Offered Rate (“LIBOR”) plus 100 to 237.5 basis points based on certain financial measurements. Borrowings outstanding under this facility at November 30, 2010 were $60,000, and there were approximately $10,381 of outstanding letters of credit which reduced the availability of this facility. In addition to our Credit Agreement, we also have $3,247 available under a foreign line of credit.

During the six-month period ended November 30, 2010, cash flow from operations was $29,812 primarily as a result of net income attributable to AAR and noncontrolling interest and depreciation and amortization of $65,343, partially offset by a net increase in certain assets and liabilities of $35,417, primarily reflecting investments in inventory and equipment on or available for short-term lease to support growth initiatives in several of the Company’s business units.

During the six-month period ended November 30, 2010, our investing activities used $61,079 of cash principally as a result of capital expenditures of $59,930, which mainly represents helicopters and other equipment purchased to support growth and improve operating performance in our Government and Defense Services segment.

During the six-month period ended November 30, 2010, our financing activities generated $1,215 of cash primarily due to an increase in short-term borrowings of $14,991, partially offset by a reduction in other borrowings of $10,482 which includes the retirement of convertible notes for $4,667 cash, and the purchase of treasury stock for $2,539.

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Critical Accounting Policies and Significant Estimates

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States. Management has made estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities to prepare the consolidated financial statements. The most significant estimates made by management include those related to the allowance for doubtful accounts, assumptions used in assessing goodwill impairment, adjustments to reduce the value of inventories and aviation equipment on or available for lease, revenue recognition, loss accruals for aviation equipment operating leases, program development costs and assumptions used in determining pension plan obligations. Accordingly, actual results could differ materially from those estimates. The following is a summary of the accounting policies considered critical by management.

Allowance for Doubtful Accounts

Our allowance for doubtful accounts is intended to reduce the value of customer accounts receivable to amounts expected to be collected. In determining the required allowance, we consider factors such as general and industry-specific economic conditions, customer credit history, and our customer’s current and expected future financial performance.

Goodwill and Other Intangible Assets

Under accounting standards for goodwill and other intangible assets, goodwill and other intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment tests. The Company reviews and evaluates its goodwill and indefinite life intangible assets for potential impairment at a minimum annually, on May 31, or more frequently if circumstances indicate that impairment is possible. We use a two step process to evaluate goodwill for impairment. In the first step, we compare the fair value of each reporting unit with the carrying value of the reporting unit, including goodwill. We estimate the fair value of each reporting unit using a valuation technique based on a multiple of earnings or discounted cash flows. If the estimated fair value of the reporting unit is less than the carrying value of the reporting unit, we would be required to complete a second step to determine the amount of goodwill impairment. In the second step, we would determine an implied fair value of the reporting unit’s goodwill by allocating the reporting unit’s fair value to all of the assets and liabilities other than goodwill. We then would compare the implied fair value of goodwill to the carrying amount and recognize the difference as an impairment charge.

The assumptions we used to estimate the fair value of our reporting units are based on historical performance as well as forecasts used in our current business plan.

The amount reported under the caption “Goodwill and other intangible assets, net” is comprised of goodwill and intangible assets associated with acquisitions we made, principally since the beginning of fiscal 1998.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined by the specific identification, average cost or first-in, first-out methods. Provisions are made for excess and obsolete inventories and inventories that have been impaired as a result of industry conditions. We have utilized certain assumptions when determining the market value of inventories, such as historical sales of inventory, current and expected future aviation usage trends, replacement values and expected future demand. Reductions in demand for certain of our inventories or declining market values, as well as differences between actual results and the assumptions utilized by us when determining the market value of our inventories, could result in the recognition of impairment charges in future periods.

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Revenue Recognition

Certain supply chain management programs that we provide to our customers contain multiple elements or deliverables, such as program and warehouse management, parts distribution and maintenance and repair services. We recognize revenue for each element or deliverable that can be identified as a separate unit of accounting at the time of delivery based upon the relative fair value of the products and services. In connection with these programs, we are required to make certain judgments and estimates concerning the overall profitability of the program and the relative fair value of each element of the arrangement. Differences may occur between the judgments and estimates made by management and actual program results.

Equipment on or Available for Lease

The cost of assets under lease is original purchase price plus overhaul costs. Depreciation is computed using the straight-line method over the estimated service life of the equipment, and maintenance costs are expensed as incurred.

We are required to test for impairment of long-lived assets whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable from its undiscounted cash flows. When applying accounting standards addressing impairment to equipment on or available for lease, we have utilized certain assumptions to estimate future undiscounted cash flows, including current and future lease rates, lease terms, residual values and market conditions and trends impacting future demand. Differences between actual results and the assumptions utilized by us when determining undiscounted cash flows could result in future impairments of aircraft and engines which are currently being leased or are available for lease.

Program Development Costs

In June 2005, we announced that our Cargo Systems business was selected to provide cargo handling systems for the new Airbus A400M Military Transport Aircraft (“A400M”). We are a subcontractor to Pfalz Flugzeugwerke GmbH (“PFW”) on this Airbus program. Our portion of the revenue from this program is expected to exceed $300,000 through fiscal 2020, based on sales projections of the A400M. As of November 30, 2010, we have capitalized, net of reimbursements, approximately $59,000 of costs associated with the engineering and development of the cargo system. Sales and related cost of sales will be recognized on the units of delivery method. In determining the recoverability of the capitalized program development costs, we have utilized certain judgments and estimates concerning expected revenues and the cost to manufacture the A400M cargo system. Differences between actual results and the assumptions utilized by us may result in us not fully recovering the value of the program development costs, which would unfavorably impact our financial condition and results of operations.

Pension Plans

The liabilities and net periodic cost of our pension plans are determined utilizing several actuarial assumptions, the most significant of which are the discount rate and the expected long-term rate of return on plan assets.

Our discount rate is determined based on a review of long-term, high quality corporate bonds as of May 31, 2010, and models that match projected benefit payments to coupons and maturities from the high quality bonds. The assumption for the expected long-term return on plan assets is developed through analysis of historical asset returns by investment category, our fund’s actual return experience and current market conditions. Changes in the discount rate and differences between expected and actual return on

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plan assets may impact the amount of net periodic pension expense recognized in our consolidated statement of income.

Forward-Looking Statements

This report contains certain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on beliefs of our management, as well as assumptions and estimates based on information available to us as of the dates such assumptions and estimates are made, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors, including those factors discussed under Part II, Item 1A under the heading “Risk Factors” and to those set forth under Part I, Item 1A in our Annual Report on Form 10-K for the year ended May 31, 2010. Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. Those events and uncertainties are difficult or impossible to predict accurately and many are beyond our control. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to our market risk as set forth in Item 7A of our Annual Report on Form 10-K for the year ended May 31, 2010.

Item 4 — Controls and Procedures

As required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2010. This evaluation was carried out under the supervision and with participation of our Chief Executive Officer and Chief Financial Officer. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Therefore, effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of November 30, 2010.

There were no changes in our internal control over financial reporting during the second quarter ended November 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1 — Legal Proceedings

On October 29, 2010, the Company entered into a settlement agreement with Liberty Mutual Insurance Company, which resulted in the dismissal of the lawsuit filed by Liberty Mutual in the Circuit Court of Cook County, Illinois with respect to defense costs incurred in the Company’s previously settled environmental proceedings brought by the Michigan Department of National Resources and Environment involving the Company’s Cadillac, Michigan facility.

Item 1A — Risk Factors

There have been no material changes to our risk factors as set forth in our Annual Report on Form 10-K for the year ended May 31, 2010.

Item 6 — Exhibits

The exhibits to this report are listed on the Exhibit Index included elsewhere herein. Management contracts and compensatory arrangements have been marked with an asterisk (*) on the Exhibit Index.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AAR CORP.
		(Registrant)


Date:	December 21, 2010	/s/ RICHARD J. POULTON
		Richard J. Poulton
		Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer and officer duly
		authorized to sign on behalf of registrant)


		/s/ MICHAEL J. SHARP
		Michael J. Sharp
		Vice President, Controller and Chief Accounting Officer
		(Principal Accounting Officer)

Table of Contents

EXHIBIT INDEX

Exhibit No.	Description		Exhibits

4.	Instruments defining the rights of security holders	4.1	Indenture providing for Issuance of Debt Securities between AAR CORP. as Issuer and U.S. Bank National Association, as Trustee dated as of December 1, 2010 (filed herewith).

		4.2	Indenture providing for Issuance of Subordinated Debt Securities between AAR CORP. as Issuer and U.S. Bank National Association, as Trustee dated as of December 1, 2010 (filed herewith).

31.	Rule 13a-14(a)/15(d)-14(a) Certifications	31.1	Section 302 Certification dated December 21, 2010 of David P. Storch, Chairman and Chief Executive Officer of Registrant (filed herewith).

		31.2	Section 302 Certification dated December 21, 2010 of Richard J. Poulton, Vice President, Chief Financial Officer and Treasurer of Registrant (filed herewith).

32.	Section 1350 Certifications	32.1	Section 906 Certification dated December 21, 2010 of David P. Storch, Chairman and Chief Executive Officer of Registrant (filed herewith).

		32.2	Section 906 Certification dated December 21, 2010 of Richard J. Poulton, Vice President, Chief Financial Officer and Treasurer of Registrant (filed herewith).

101.	Interactive Data File	101	The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at November 30, 2010 and May 31, 2010, (ii) Condensed Consolidated Statements of Income for the three- and six months ended November 30, 2010 and 2009, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2010 and 2009, (iv) Condensed Consolidated Statement of Changes in Equity for the six months ended November 30, 2010 and (v) Notes to Condensed Consolidated Financial Statements.*

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

Exhibit 4.1

AAR CORP.

U.S. BANK NATIONAL ASSOCIATION

as Trustee

INDENTURE

Dated as of December 1, 2010

Providing for Issuance of Debt Securities

AAR CORP.

Reconciliation and Tie between Trust Indenture Act of 1939, as amended, and

the Indenture, dated as of December 1, 2010

Trust Indenture		Indenture
Act Section		Section(s)

§310	(a)(1)	6.9
	(a)(2)	6.9, 6.14
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	6.9
	(b)	6.8, 6.10
	(c)	Not Applicable
§311	(a)	6.13
	(b)	6.13
	(c)	6.13
§312	(a)	7.1, 7.2(a)
	(b)	7.2(a)
	(c)	7.2(b)
§313	(a)	7.3(a)
	(b)	7.3(b)
	(c)	7.3(c)
	(d)	7.3(c)
§314	(a)	7.4
	(a)(4)	10.1, 10.9
	(b)	Not Applicable
	(c)(1)	1.2
	(c)(2)	1.2
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.2
	(f)	Not Applicable
§315	(a)	6.1
	(b)	6.2
	(c)	6.1
	(d)	6.1
	(e)	5.14
§316	(a)(1)(A)	5.2, 5.12
	(a)(1)(B)	5.13
	(a)(2)	Not Applicable
	(b)	5.8
	(c)	1.4
§317	(a)(1)	5.3
	(a)(2)	5.4
	(b)	10.3
§318	(a)	1.8
	(c)	1.8

NOTE: This Reconciliation and Tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS(1)

		Page

ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
Section 1.1	Definitions	1
Section 1.2	Compliance Certificates and Opinions	7
Section 1.3	Form of Documents Delivered to Trustee	8
Section 1.4	Acts of Holders; Record Dates	8
Section 1.5	Notices, Etc., to Trustee, Corporation	10
Section 1.6	Notice to Holders of Securities; Waiver	11
Section 1.7	Language of Notices, Etc	12
Section 1.8	Conflict with Trust Indenture Act	12
Section 1.9	Effect of Headings and Table of Contents	12
Section 1.10	Successors and Assigns	12
Section 1.11	Separability Clause	12
Section 1.12	Benefits of Indenture	12
Section 1.13	Governing Law	12
Section 1.14	Legal Holidays	12
Section 1.15	No Adverse Interpretation of Other Agreements	13
Section 1.16	Execution in Counterparts	13
ARTICLE TWO	SECURITY FORMS	13
Section 2.1	Forms Generally	13
Section 2.2	Form of Trustee’s Certificate of Authentication	13
Section 2.3	Securities in Global Form	14
Section 2.4	Form of Legend for Global Securities	14
Section 2.5	Form of Legend for Bearer Securities	14
ARTICLE THREE	THE SECURITIES	14
Section 3.1	Amount Unlimited; Issuable in Series	14
Section 3.2	Denominations	17
Section 3.3	Execution, Authentication, Delivery and Dating	17
Section 3.4	Temporary Securities	20
Section 3.5	Registration, Registration of Transfer and Exchange	20
Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	23
Section 3.7	Payment of Interest; Interest Rights Preserved	24

(1) Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

(continued)

		Page

Section 3.8	Persons Deemed Owners	26
Section 3.9	Cancellation	26
Section 3.10	Computation of Interest	27
Section 3.11	Form of Certification by a Person Entitled to Receive a Bearer Security	27
Section 3.12	CUSIP, ISIN and Common Code Numbers	28
ARTICLE FOUR	SATISFACTION AND DISCHARGE	28
Section 4.1	Satisfaction and Discharge of Indenture	28
Section 4.2	Application of Trust Money	29
ARTICLE FIVE	REMEDIES	30
Section 5.1	Events of Default	30
Section 5.2	Acceleration of Maturity; Rescission and Annulment	31
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	32
Section 5.4	Trustee May File Proofs of Claim	32
Section 5.5	Trustee May Enforce Claims Without Possession of Securities or Coupons	33
Section 5.6	Application of Money Collected	33
Section 5.7	Limitation on Suits	34
Section 5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	34
Section 5.9	Restoration of Rights and Remedies	34
Section 5.10	Rights and Remedies Cumulative	35
Section 5.11	Delay or Omission Not Waiver	35
Section 5.12	Control by Holders of Securities	35
Section 5.13	Waiver of Past Defaults	35
Section 5.14	Undertaking for Costs	36
Section 5.15	Waiver of Stay or Extension Laws	36
ARTICLE SIX	THE TRUSTEE	36
Section 6.1	Certain Duties and Responsibilities	36
Section 6.2	Notice of Defaults	37

TABLE OF CONTENTS

(continued)

		Page

Section 6.3	Certain Rights of Trustee	38
Section 6.4	Not Responsible for Recitals or Issuance of Securities	39
Section 6.5	May Hold Securities	39
Section 6.6	Money Held in Trust	39
Section 6.7	Compensation and Reimbursement	39
Section 6.8	Disqualification; Conflicting Interests	40
Section 6.9	Corporate Trustee Required; Eligibility	40
Section 6.10	Resignation and Removal; Appointment of Successor	40
Section 6.11	Acceptance of Appointment by Successor	42
Section 6.12	Merger, Conversion, Consolidation or Succession to Business	43
Section 6.13	Preferential Collection of Claims Against Corporation	43
Section 6.14	Appointment of Authenticating Agent	43
ARTICLE SEVEN	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND CORPORATION	45
Section 7.1	Corporation to Furnish Trustee Names and Addresses of Holders	45
Section 7.2	Preservation of Information; Communications to Holders	45
Section 7.3	Reports by Trustee	45
Section 7.4	Reports by Corporation	46
ARTICLE EIGHT	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	46
Section 8.1	Corporation May Consolidate, Etc., Only on Certain Terms	46
Section 8.2	Successor Corporation Substituted	47
ARTICLE NINE	SUPPLEMENTAL INDENTURES	47
Section 9.1	Supplemental Indentures without Consent of Holders	47
Section 9.2	Supplemental Indentures with Consent of Holders	48
Section 9.3	Execution of Supplemental Indentures	49
Section 9.4	Effect of Supplemental Indentures	50
Section 9.5	Conformity with Trust Indenture Act	50
Section 9.6	Reference in Securities to Supplemental Indentures	50

iii

TABLE OF CONTENTS

(continued)

		Page

ARTICLE TEN	COVENANTS	50
Section 10.1	Payment of Principal, Premium and Interest	50
Section 10.2	Maintenance of Office or Agency	50
Section 10.3	Money for Securities Payments to be Held in Trust	51
Section 10.4	Statement as to Compliance	52
Section 10.5	Waiver of Certain Covenants	52
Section 10.6	Additional Sums	52
Section 10.7	Original Issue Discount	53
ARTICLE ELEVEN	REDEMPTION OF SECURITIES	53
Section 11.1	Applicability of Article	53
Section 11.2	Election to Redeem; Notice to Trustee	54
Section 11.3	Selection by Trustee of Securities to be Redeemed	54
Section 11.4	Notice of Redemption	54
Section 11.5	Deposit of Redemption Price	55
Section 11.6	Securities Payable on Redemption Date	55
Section 11.7	Securities Redeemed in Part	56
ARTICLE TWELVE	SINKING FUNDS	56
Section 12.1	Applicability of Article	56
Section 12.2	Satisfaction of Sinking Fund Payments with Securities	57
Section 12.3	Redemption of Securities for Sinking Fund	57
ARTICLE THIRTEEN	MEETINGS OF HOLDERS OF SECURITIES	57
Section 13.1	Purposes for Which Meetings May be Called	57
Section 13.2	Call Notice and Place of Meeting	57
Section 13.3	Persons Entitled to Vote at Meetings	58
Section 13.4	Quorum; Action	58
Section 13.5	Determination of Voting Rights; Conduct and Adjournment of Meetings	59
Section 13.6	Counting Votes and Recording Action of Meetings	59
Section 13.7	Action Without Meeting	60
ARTICLE FOURTEEN	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES	60

TABLE OF CONTENTS

(continued)

		Page

Section 14.1	Liability Solely Corporate	60

INDENTURE, dated as of December 1, 2010, between AAR CORP., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “ Corporation” ), having its principal office at One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191, and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, having a corporate trust office at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, as trustee hereunder (herein called the “ Trustee” ).

RECITALS OF THE CORPORATION

The Corporation has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Corporation’s unsecured debentures, notes or other evidences of indebtedness (herein collectively called the “ Securities ,” and individually called a “ Security” ), which may or may not be convertible into or exchangeable for any securities of any Person, to be issued in one or more series as provided in this Indenture.

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

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent so required, shall be governed by such provisions.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

Definitions and Other Provisions of General Application

Section 1.1 Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

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

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

(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder

shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation;

(d) the words “herein,” “hereof,” “hereto” 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; and

(e) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”).

Certain terms used principally in certain Articles are defined in those Articles.

“ Act ,” when used with respect to any Holder of a Security, has the meaning specified in Section 1.4.

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

“ Authenticating Agent” means any Person or Persons authorized by the Trustee to act on behalf of the Trustee to authenticate one or more series of Securities.

“ Authorized Newspaper” means a newspaper, in an official language of the country of publication or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in the financial community of such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

“ Bankruptcy Law” means Title 11 of the United States Code or any similar United States federal or state law for the relief of debtors.

“ Bearer Security” means any Security established pursuant to Section 2.1 which is payable to bearer and shall bear the legend specified in Section 2.5.

“ Board of Directors” means the board of directors of the Corporation or any committee thereof duly authorized to act on behalf of the Board of Directors in respect of any matter.

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

“ Business Day” means any day other than a Saturday or Sunday or a day on which banks and trust companies located in the municipality in which the Corporate Trust Office is located are authorized or required by law, regulation or executive order to remain closed.

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

“ Common Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents, however designated, whether voting or non-voting, of that Person’s equity, other than preferred stock of that Person, whether now outstanding or issued after the date of this Indenture, including, without limitation, all series and classes of common stock.

“ Corporate Trust Office” means a corporate trust office of the Trustee at which at any particular time this Indenture shall be administered, which office on the date of execution of this Indenture is located at 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention: Corporate Trust Services, except that with respect to the presentation of Securities of a series for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee designated for such purpose from time to time.

“ corporation” includes any corporation, association, company, limited liability company, joint stock company or statutory or business trust.

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

“ Defaulted Interest” has the meaning specified in Section 3.7.

“ Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Securities Exchange Act of 1934, as amended, specified for that purpose as contemplated by Section 3.1, or any successor clearing agency registered under such Act as contemplated by Section 3.5.

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

“ Event of Default” has the meaning specified in Section 5.1.

“ Global Security” means a Security bearing the legend specified in Section 2.4 evidencing all or part of a series of Securities, issued to the Depositary for such series or its nominee, and registered in the name of such Depositary or nominee.

“ Holder ,” when used with respect to any Security, means in the case of a Registered Security the Person in whose name the Security is registered in the Security Register and in the case of a Bearer Security the bearer thereof and, when used with respect to any coupon, means the bearer thereof.

“ Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof.

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

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

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

“ Officer” means, with respect to any Person, the Chairman of the Board, a Vice Chairman, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of such Person and, if no other Person is designated in this Indenture, of the Corporation.

“ Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of the Corporation, that complies with the requirements of Section 314(c) of the Trust Indenture Act and is delivered to the Trustee.

“ Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Corporation, and who shall be acceptable to the Trustee, that complies with the requirements of Section 314(c) of the Trust Indenture Act and Section 1.2 of this Indenture.

“ Original Issue Discount Security” means any Security, which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

(a) Securities of such series theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities of such series for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent

(other than the Corporation) in trust or set aside and segregated in trust by the Corporation (if the Corporation shall act as its own Paying Agent) for the Holders of such Securities and any coupons thereto appertaining and, if such Securities are to be redeemed, notice of which redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(c) Securities of such series which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Corporation;

and provided further, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities of any series or all series, as the case may be, have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities of such series for quorum purposes, Securities of such series owned by the Corporation or any other obligor upon the Securities of such series or any Affiliate of the Corporation or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence of a quorum, only Securities of such series which the Trustee knows to be so owned shall be so disregarded. Securities of such series so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or of such other obligor.

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

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

“ Place of Payment ,” when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified as contemplated by Section 3.1.

“ Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

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

“ Redemption Price ,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“ Registered Security” means any Security established pursuant to Section 2.1 that is registered in the Security Register.

“ Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as contemplated by Section 3.1.

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

“ Responsible Officer ,” when used with respect to the Trustee, means any Vice President, any assistant secretary, any assistant treasurer, any cashier, any assistant cashier, any senior trust officer, any trust officer or assistant trust officer, any assistant controller or any other officer of the Trustee customarily performing corporate trust functions on behalf of the Trustee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Section 10.6 Indemnitee” has the meaning specified in Section 10.6

“Securities” and “ Security” have the meanings stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture; provided, that if at any time there is more than one Person acting as Trustee under this Indenture, the term “Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.

“ Security Register” and “ Security Registrar” have the respective meanings specified in Section 3.5.

“ Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of any series means a date fixed by the Trustee pursuant to Section 3.7.

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

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

“ Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Trust Indenture Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Trust Indenture Act or provision, as the case may be.

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

“ United States” means the United States of America (including the states and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction.

“ United States Alien” means any Person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust.

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

“ Voting Stock” means the class or classes of stock which ordinarily have voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

Section 1.2 Compliance Certificates and Opinions. Upon any application or request by the Corporation to the Trustee to take any action under any provision of this Indenture, the Corporation shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional Officers’ Certificate or Opinion of Counsel need be furnished under this Section 1.2.

Every Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture shall include:

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

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

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

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

Section 1.3 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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

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

Section 1.4 Acts of Holders; Record Dates .

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by Holders may, alternatively, be embodied in and evidenced by the record of Holders of Securities voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities duly called and held in accordance with the provisions of Article Thirteen, or a combination of such instrument or instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or

instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Corporation or both. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Corporation if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 13.6.

Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Corporation, the Trustee, or any agent of the Corporation or the Trustee, from giving effect to any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be given or taken by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.

Without limiting the generality of this Section 1.4, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depositary that is a Holder of a Global Security, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by Holders, and a Depositary that is a Holder of a Global Security may give its proxy or proxies to the Depositary’s participants or the beneficial owners of interests in any such Global Security, as the case may be, through such Depositary’s standing instructions and customary practices.

Subject to the next succeeding paragraph, the Corporation may, in the circumstances permitted by the Trust Indenture Act, fix any day as the record date for the purpose of determining the Holders of Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders of Securities of such series. If not set by the Corporation prior to the first solicitation of a Holder of Securities of such series made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to such first solicitation or vote, or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 7.1, as the case may be. With regard to any record date for action to be taken by the Holders of one or more series of Securities, only the Holders of Securities of such series on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

The Trustee shall fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any permanent Global Security held by a Depositary and who are entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request,

demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Trustee deems sufficient.

(c) The principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

(d) The principal amount and serial numbers of Bearer Securities held by any Person executing any such instrument or writing as a Holder of Securities, and the date of such Holder’s holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person executing such instrument or writing as a Holder of Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Corporation may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding.

(e) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same, the principal amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Trustee deems sufficient; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.

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

Section 1.5 Notices, Etc., to Trustee, Corporation. Any request, demand, authorization, direction, notice, consent, election, waiver or other Act of Holders of a series of Securities or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee of such series by any Holder of a Security of such series or by the Corporation shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee of such series at its Corporate Trust Office, or

(b) the Corporation by the Trustee of such series or by any Holder of a Security of such series shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Corporation, addressed to the attention of its Secretary, at One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191, or at any other address previously furnished in writing to the Trustee of such series by the Corporation.

Section 1.6 Notice to Holders of Securities; Waiver. Except as otherwise expressly provided herein, where this Indenture provides for notice to Holders of Securities (of any series) of any event,

(a) such notice shall be sufficiently given to Holders of Registered Securities of such series if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security of such series affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such Notice; and

(b) such notice shall be sufficiently given to Holders of Bearer Securities of such series if published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and, if the Securities of such series are then listed on The London Stock Exchange and such stock exchange shall so require, in London and, if the Securities of such series are then listed on the Luxembourg Stock Exchange and such stock exchange shall so require, in Luxembourg and, if the Securities of such series are then listed on any other stock exchange outside the United States and such stock exchange shall so require, in any other required city outside the United States or, if not practicable, in Europe, on a Business Day at least twice, the first such publication to be not earlier than the earliest date and not later than the latest date prescribed for the giving of such notice.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice by publication to Holders of Bearer Securities given as provided above.

In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities of any series as provided above, then such notification to Holders of such Bearer Securities as shall be given with the approval of the Trustee for such series shall constitute sufficient notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any

defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above.

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

Section 1.7 Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication.

Section 1.8 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act deemed included herein by Section 318(c) thereof, such required provision shall control.

Section 1.9 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.10 Successors and Assigns. All covenants and agreements in this Indenture by the Corporation shall bind its successors and assigns, whether so expressed or not.

Section 1.11 Separability Clause. In case any provision in this Indenture or the Securities or coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.12 Benefits of Indenture. Nothing in this Indenture or the Securities or coupons, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders of Securities and coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.13 Governing Law. This Indenture and the Securities and coupons shall be governed by and construed in accordance with the internal law of the State of New York.

Section 1.14 Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities or coupons) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity; provided, that no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

Section 1.15 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement of the Corporation or any Affiliate thereof. No such indenture, loan or debt agreement may be used to interpret this Indenture.

Section 1.16 Execution in Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

ARTICLE TWO

Security Forms

Section 2.1 Forms Generally. The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons and the Global Securities, if any, issued pursuant to this Indenture shall be in such form as shall be established by or pursuant to a Board Resolution of the Corporation or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities or coupons, as evidenced by their execution of the Securities or coupons (but which do not affect the rights or duties of the Trustee). If the forms of Securities or coupons of any series are established by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Order of the Corporation contemplated by Section 3.3 for the authentication and delivery of such Securities or coupons.

The Trustee’s certificates of authentication shall be in substantially the form set forth in this Article or Article Six.

Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, the Securities of each series shall be issuable in global and registered form without coupons. If so provided as contemplated by Section 3.1, the Securities of a series also shall be issuable in bearer form, with or without interest coupons attached.

The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner permitted by the rules of any applicable securities exchange, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities or coupons.

Section 2.2 Form of Trustee’s Certificate of Authentication. Subject to Section 6.14, the Trustee’s certificate of authentication shall be in substantially the following form:

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

	U.S. Bank National Association, as Trustee


	By:
		Authorized Officer

Section 2.3 Securities in Global Form. If Securities of a series are issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Order of the Corporation to be delivered pursuant to Sections 3.3 or 3.4 with respect thereto. Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Order of the Corporation. If the Order of the Corporation pursuant to Sections 3.3 or 3.4 has been, or simultaneously is, delivered, any instructions by the Corporation with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers’ Certificate and need not be accompanied by an Opinion of Counsel.

Section 2.4 Form of Legend for Global Securities. Any Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form, or in such other form that is acceptable to the Depositary and the Trustee:

“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 Form of Legend for Bearer Securities. Any Bearer Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

“Any United States person who holds this Security shall be subject to limitations under the United States income tax laws, including the limitation provided in Sections 165(j) and 1287(a) of the Internal Revenue Code of 1986, as amended.”

ARTICLE THREE

The Securities

Section 3.1 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 Board Resolution, 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,

(a) the title of the Securities of the series (which shall distinguish the Securities of the series from securities of all other series issued by the Corporation);

(b) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7);

(d) the right, if any, to extend the Stated Maturity on which the Corporation shall pay any installment of principal of or interest on the Securities of the series;

(e) the rate or rates at which the Securities of the series shall bear interest, if any, or any method by which such rate or rates shall be determined, the basis upon which interest shall be computed if other than that specified in Section 3.10, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date;

(f) the place or places where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable;

(g) whether Securities of the series may be redeemed and, if so, the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Corporation;

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

(i) the right, if any, of the Corporation or a third party to redeem or purchase Securities of the series and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such right;

(j) whether Bearer Securities of the series are to be issuable;

(k) if Bearer Securities of the series are to be issuable, whether interest in respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior

to the exchange of such temporary Bearer Security for definitive Securities of the series shall be paid to any clearing agency with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing agency shall be credited to the Persons entitled to interest payable on such Interest Payment Date;

(l) the date as of which any Bearer Securities of the series, any temporary Bearer Security in global form and any Global Securities shall be dated if other than the date of original issuance of the first Security of the series to be issued;

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

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

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

(p) 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 5.2;

(q) any additional Events of Default or additional covenants of the Corporation pertaining to the Securities of the series ;

(r) whether and under what circumstances the Corporation shall pay additional amounts on the Securities of the series held by a Person who is a United States Alien in respect of taxes or similar charges withheld or deducted and, if so, whether the Corporation shall have the option to redeem such Securities rather than pay such additional amounts;

(s) whether any Securities of the series are to be issuable in whole or in part in the form of one or more Global Securities and, if so, (i) the Depositary with respect to such Global Security or Securities and (ii) the circumstances under which beneficial owners of interests in any such Global Security may exchange such interest for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchange may occur, if other than as set forth in Section 3.5;

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

(u) the date or dates, if any, after which the Holders may convert Securities of the series into shares of Common Stock or preferred stock of the Corporation and the terms for that conversion; and

(v) any other terms of the Securities of the series (which terms shall not be inconsistent with the terms of this Indenture).

All Securities of any one series and the coupons appertaining to Bearer Securities of such series, if any, shall be substantially identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution and set forth in the Officers’ Certificate, or provided in the indenture supplemental hereto, establishing the series.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series. Such Board Resolution may provide general terms or parameters for Securities of such series and may provide that the specific terms of particular Securities of such series, and the Persons authorized to determine such terms or parameters may be determined in accordance with or pursuant to the Order of the Corporation referred to in the third paragraph of Section 3.3.

Section 3.2 Denominations. Unless otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, the Registered Securities of each series, if any, shall be issuable in denominations of $1,000 or any integral multiple thereof, and the Bearer Securities of each series, if any, shall be issuable in the denomination of $5,000.

Section 3.3 Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Corporation by its Chairman of the Board, a Vice Chairman, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the Corporation.

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

At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Securities of any series executed on behalf of the Corporation to the Trustee for authentication by the Trustee together with an Order of the Corporation for the authentication and delivery of such Securities, and the Trustee in accordance with such Order shall authenticate and deliver such Securities; provided, that in connection with its original issuance, a Bearer Security may be delivered only outside the United States and only if the Trustee shall have received from the Person entitled to receive such Bearer Security a

certificate in the form required by Section 3.11; and provided further, that, with respect to Securities of a series constituting a medium-term note program, the Trustee shall authenticate and deliver Securities of such series for original issue from time to time in the aggregate principal amount established for such series pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Order of the Corporation. The maturity dates, original issue dates, interest rates and any other terms of the Securities of a subseries of any medium-term note program shall be determined by or pursuant to such Order of the Corporation and such procedures.

In authenticating Securities in accordance with an Order of the Corporation, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon:

(a) the Board Resolution or indenture supplemental hereto establishing the form of the Securities of the series pursuant to Section 2.1 and the terms of the Securities of the series pursuant to Section 3.1 (or, in the case of a Board Resolution, pursuant to which such form and terms are established);

(b) an Officers’ Certificate pursuant to Sections 2.1 and 3.1 and complying with Section 1.2; and

(i) that the forms of such Securities and coupons, if any, have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto, as permitted by Section 2.1 and in conformity with the provisions of this Indenture;

(ii) that the terms of such Securities have been established by or pursuant to a Board Resolution or by an indenture supplemental hereto, as permitted by Sections 2.1 and 3.1 and in conformity with the provisions of this Indenture;

(iii) that such Securities, together with the coupons, if any, appertaining thereto, when authenticated and delivered by the Trustee and issued by the Corporation in the manner and subject to any customary conditions specified in such Opinion of Counsel, shall constitute valid and legally binding obligations of the Corporation entitled to the benefits provided by the Indenture, enforceable in accordance with their respective terms, except to the extent that the enforcement of such obligations may be subject to bankruptcy laws or insolvency laws or other similar laws, general principles of equity and such other qualifications as such counsel shall conclude are customary or do not materially affect the rights of the Holders of such Securities;

(iv) that all laws and requirements in respect of the execution and delivery of the Securities have been complied with; and

(v) such other matters as the Trustee may reasonably request.

With respect to Securities of a subseries of a medium-term note program, the Trustee may conclusively rely on the documents and opinion delivered pursuant to Sections 2.1 and 3.1 and this Section 3.3, as applicable (unless revoked by superseding comparable documents or opinions), with respect to the establishment of the medium-term note program as to the authorization of the Board of Directors of the Corporation of any Securities delivered hereunder, the form thereof and the legality, validity, binding effect and enforceability thereof.

Notwithstanding the provisions of Section 3.1 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the documents otherwise required pursuant to the preceding clauses (a), (b) or (c) prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series and shall pertain to all of the Securities of such series. After any such first delivery, any separate Request by the Corporation that the Trustee authenticate Securities of such series for original issue shall be deemed to be a certification by the Corporation that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with.

If such forms or terms have been so established by or pursuant to a Board Resolution or by an indenture supplemental hereto as permitted by Sections 2.1 and 3.1, the Trustee shall have the right to decline to authenticate and deliver any Securities of such series:

(x) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken;

(y) if the Trustee in good faith by its board of directors, executive committee or a committee of directors or Responsible Officers of the Trustee in good faith determines that such action would expose the Trustee to personal liability to Holders of any Outstanding series of Securities; or

(z) if the issue of such Securities pursuant to this Indenture shall affect the Trustee’s own rights, duties and immunities under the Securities and this Indenture or otherwise in a manner which is not acceptable to the Trustee.

If the Corporation shall establish pursuant to Section 3.1 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Corporation shall execute and the Trustee shall, in accordance with this Section and the Order of the Corporation with respect to such series, authenticate and deliver one or more Global Securities in permanent form that (A) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Security or Securities, (B) shall be registered, if in registered form, in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (C) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (D) shall bear a legend as required by Section 2.4.

Each Registered Security shall be dated the date of its authentication. Each Global Security, each Bearer Security and any temporary Bearer Security in global form shall be dated as of the date specified as contemplated by Section 3.1.

No Security or related coupon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured and paid or payment duly provided for have been detached and canceled.

Section 3.4 Temporary Securities. Pending the preparation of definitive Securities of any series, the Corporation may execute, and upon an Order of the Corporation the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities (but which do not affect the rights or duties of the Trustee). In the case of Bearer Securities of any series, such temporary Securities may be in global form, representing all of the outstanding Bearer Securities of such series.

Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Corporation shall cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Corporation in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining thereto), the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor (at an office or agency of the Corporation in the case of Bearer Securities) a like principal amount of definitive Securities of the same series of authorized denominations and of like tenor; provided, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further, that no definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security unless the Trustee shall have received from the Person entitled to receive the definitive Bearer Security a certificate in the form required by Section 3.11. Until so exchanged, the temporary Securities of any series, including temporary Securities in global form, shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

may prescribe, the Corporation shall provide for the registration of Registered Securities of each series and of transfers and exchanges of Registered Securities of such series. Said office or agency is hereby appointed the security registrar (referred to as the “ Security Registrar” ) for the purpose of registering Registered Securities of each series and transfers and exchanges of Registered Securities of such series as herein provided.

Upon surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment maintained for such purpose for such series, the Corporation shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, Stated Maturity and original issue date, of any authorized denominations and of like tenor and aggregate principal amount.

At the option of the Holder, Registered Securities of any series (except a Global Security representing all or a portion of such series) may be exchanged for Registered Securities of the same series, Stated Maturity and original issue date, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency.

At the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series, Stated Maturity and original issue date, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Corporation and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Corporation and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security surrenders to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, that except as otherwise provided in Section 10.2, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series after the close of business at such office or agency on (1) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (2) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be.

Whenever any Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

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

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

No service charge shall be made for any registration of transfer or exchange of Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

The Corporation shall not be required (a) to issue, to register the transfer of or to exchange Securities of any series during a period of 15 Business Days immediately preceding the date notice is given identifying the serial numbers of the Securities of that series called for redemption, or (b) to issue, to register the transfer of or to exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (c) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series, provided, that such Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture.

Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.1, any Global Security shall be exchangeable pursuant to this Section 3.5 or Sections 3.4, 3.6, 9.6 or 11.7 for Securities registered in the name of, and a transfer of a Global Security of any series may be registered to, any Person other than the Depositary for such Global Security or its nominee only if:

(i) such Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for such Global Security, or such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor Depositary is not appointed by the Corporation within 90 days;

(ii) the Corporation executes and delivers to the Trustee an Order of the Corporation that such Global Security shall be so exchangeable and the transfer thereof so registrable; or

(iii) there shall have occurred and be continuing an Event of Default or an event which, with the giving of notice or lapse of time, would constitute an Event of Default with respect to the Securities of such series.

Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions

as may be specified as contemplated by Section 3.1 for such series, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Corporation shall deliver to the Trustee definitive Securities of that series in aggregate principal amount equal to the principal amount of such Global Security, executed by the Corporation.

On or after the earliest date on which such interests may be so exchanged, such Global Securities shall be surrendered from time to time by the Depositary and in accordance with instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Order of the Corporation with respect thereto to the Trustee, as the Corporation’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without service charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered Global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged which (unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the Global Security shall be issuable only in the form in which the Securities of the series are issuable, as specified as contemplated by Section 3.1) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, that no such exchanges may occur during a period beginning at the opening of business 15 Business Days before any selection of Securities of the series to be redeemed and ending on the relevant Redemption Date; and provided further, that (unless otherwise specified as contemplated by Section 3.1) no Bearer Security delivered in exchange for a portion of a Global Security shall be mailed or otherwise delivered to any location in the United States.

Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to the Depositary in accordance with the instructions of the Corporation referred to above. If a Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on any Regular Record Date for such Security and before the opening of business at such office or agency on the next Interest Payment Date, or any Special Record Date for such Security and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security is payable in accordance with the provisions of this Indenture.

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series, Stated Maturity and original issue date, and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.

If there shall be delivered to the Corporation and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Corporation or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Corporation shall execute and upon its Request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series, Stated Maturity and original issue date, and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.

In case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security or coupon; provided, that payment of principal of (and premium, if any) and any interest on Bearer Securities shall, except as otherwise provided in Section 10.2, be payable only at an office or agency located outside the United States; and provided further, that with respect to any such coupons, interest represented thereby (but not any additional amounts payable as provided in Section 10.6), shall be payable only upon presentation and surrender of the coupons appertaining thereto.

Upon the issuance of any new Security under this Section, the Corporation 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.

Every new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Corporation, whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and any such new Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.

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

after the close of business (at an office or agency in a Place of Payment for such series) on any Regular Record Date and before the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date and interest shall not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.

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

(a) The Corporation may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Corporation shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Corporation shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Corporation of such Special Record Date and, in the name and at the expense of the Corporation, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Registered Securities of such series at the address of such Holder as it appears in the Security Register, not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Corporation, cause a similar notice to be published at least once in an Authorized Newspaper in each Place of Payment, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). In case a Bearer Security of any series is surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest shall not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but

shall be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.

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

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

Section 3.8 Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may deem and treat the Person in whose name such Registered Security is registered as the absolute owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.7) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Corporation, the Trustee nor any agent of the Corporation or the Trustee shall be affected by any notice to the contrary.

The Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon is overdue, and neither the Corporation, the Trustee nor any agent of the Corporation or the Trustee shall be affected by notice to the contrary.

No holder of any beneficial interest in any Global Security held on its behalf by a Depositary (or its nominee) shall have any rights under this Indenture with respect to such Global Security or any Security represented thereby, and such Depositary may be treated by the Corporation, the Trustee, and any agent of the Corporation or the Trustee as the owner of such Global Security or any Security represented thereby for all purposes whatsoever. None of the Corporation, the Trustee, any Paying Agent or the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities and coupons held by the Trustee shall be destroyed and certification of their destruction delivered to the Corporation, unless an Order of the Corporation shall direct that canceled Securities be returned to the Corporation.

The repayment of any principal amount of Securities pursuant to any option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of this Section 3.9, shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Corporation, at its option, shall deliver or surrender the same to the Trustee with an Order of the Corporation directing that such Securities be canceled.

Section 3.10 Computation of Interest. Except as otherwise specified as contemplated by Section 3.1(d) for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

Section 3.11 Form of Certification by a Person Entitled to Receive a Bearer Security. Whenever any provision of this Indenture or the form of Security contemplates that certification be given by a Person entitled to receive a Bearer Security, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved by the Corporation and of which the Corporation shall have given written notice to the Trustee:

[Form of Certificate to Be Given By

Person Entitled to Receive Bearer Security]

Certificate

[Name of Security]

This is to certify that the above-captioned Security is not being acquired by or on behalf of a United States person, or for offer to resell or for resale to a United States person, or, if a beneficial interest in the Security is being acquired by a United States person, that such person is a financial institution or is acquiring through a financial institution and that the Security is held by a financial institution that has agreed in writing to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder and that such person or financial institution is not purchasing for offer to resell or for resale within the United States. If this certificate is being provided by a clearing organization, it is based on statements provided to it by its member organizations. As used herein, “United States” means the United States of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction, and “United States person” means any citizen or resident of the United States, any corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof and any estate or trust the income of which is subject to United States federal income taxation regardless of its source. If the undersigned is a dealer, the undersigned agrees to obtain a similar certificate from each person entitled to delivery of any of the above-captioned

Securities in bearer form purchased from it; provided, that if the undersigned has actual knowledge that the information contained in such a certificate is false, the undersigned shall not deliver a Security in temporary or definitive bearer form to the person who signed such certificate notwithstanding the delivery of such certificate to the undersigned.

We undertake to advise you by telecopy if the above statement as to beneficial ownership is not correct on the date of delivery of the above-captioned Securities in bearer form as to all of such Securities.

We understand that this certificate is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

Dated: , 20

Section 3.12 CUSIP, ISIN and Common Code Numbers. The Corporation in issuing the Securities may use “CUSIP,” “ISIN” or “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, “ISIN” or “Common Code” in notices of redemption as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE FOUR

Satisfaction and Discharge

Section 4.1 Satisfaction and Discharge of Indenture. This Indenture shall upon a Request of the Corporation cease to be of further effect (except as to any surviving rights of registration of transfer or exchange or conversion of Securities herein expressly provided for, and any right to receive additional amounts, as provided in Section 10.6), and the Trustee, at the expense of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) either

(i) all Securities theretofore authenticated and delivered and all coupons appertaining thereto (other than (w) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 3.5, (x) Securities and coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, (y) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 11.6, and (z) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by

the Corporation and thereafter repaid to the Corporation or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or

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

(1) have become due and payable, or

(2) shall become due and payable at their Stated Maturity within one year, or

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

and the Corporation, in the case of (ii)(1), (2) or (3) above, has deposited or caused to be deposited with the Trustee as trust funds in trust dedicated solely for such purpose an amount sufficient, without reinvestment, to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

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

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

In the event there are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Corporation to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Sections 3.5, 3.6, 4.2, 10.2 and 10.3 shall survive.

entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated from other funds, except to the extent required by law.

ARTICLE FIVE

Remedies

Section 5.1 Events of Default. “ Event of Default ,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) the Corporation defaults in the payment of any interest (including any additional amounts due under Section 10.6 as specified therein) upon any Security of that series when it becomes due and payable and continuance of such default for a period of 30 days; or

(b) the Corporation defaults in the payment of the principal (including any additional amounts due under Section 10.6 as specified therein) of (or premium, if any, on) any Security of that series at its Maturity; or

(c) the Corporation defaults in the deposit of any sinking fund payment when and as due by the terms of a Security of that series; or

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

(e) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Corporation in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Corporation bankrupt or insolvent, or approving as properly filed a petition by one or more Persons other than the Corporation or any Affiliates thereof seeking reorganization, arrangement, adjustment or composition of or in respect of the Corporation under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Corporation or for any substantial part of the property of the Corporation, or ordering the liquidation or winding up of the affairs of the Corporation, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

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

(g) any other Event of Default provided with respect to Securities of that series.

Section 5.2 Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

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

(a) the Corporation has paid or deposited with the Trustee a sum sufficient to pay:

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

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

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

(iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.7;

and

(b) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series, which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

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

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee . The Corporation covenants that if:

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

(b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof and such default continues for a period of three Business Days,

the Corporation shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest, if any, with interest on any overdue principal (and premium, if any) and on any overdue interest, to the extent that payment of such interest shall be legally enforceable, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.7.

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

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture, or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Corporation or any other obligor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.7) and of the Holders of Securities and coupons allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities and coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities and coupons, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.

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

Section 5.5 Trustee May Enforce Claims Without Possession of Securities or Coupons . All rights of action and claims under this Indenture or the Securities or coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has been recovered.

Section 5.6 Application of Money Collected . Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.7; and

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

THIRD: To the Corporation.

Section 5.7 Limitation on Suits . No Holder of any Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

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

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

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

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

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

Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest . Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.7) interest, if any, on such Security or payment of such coupon on the Stated Maturity or Maturities expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

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

Section 5.10 Rights and Remedies Cumulative . Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise shall, not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Securities or coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be.

Section 5.12 Control by Holders of Securities. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, that:

(a) such direction shall not be in conflict with any rule of law or with this Indenture, expose the Trustee to personal liability or be unduly prejudicial to Holders not joined therein; and

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

Section 5.13 Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default:

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

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

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

Section 5.14 Undertaking for Costs . All parties to this Indenture agree, and each Holder of any Security or coupon by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of any Security or coupon for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Security or the payment of any coupon on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

Section 5.15 Waiver of Stay or Extension Laws . The Corporation covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force which may affect the covenants or the performance of this Indenture; and the Corporation (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

The Trustee

Section 6.1 Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default with respect to Securities of any series:

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

Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

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

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this subsection shall not be construed to limit the effect of subsection (a) of this Section;

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

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

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

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

such notice is in the interest of the Holders of Securities of such series; and provided further, that in the case of any default of the character specified in Section 5.1(d) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 6.3 Certain Rights of Trustee . Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

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

(b) any request or direction of the Corporation mentioned herein shall be sufficiently evidenced by a Request or Order and any resolution of the Board of Directors of the Corporation shall be sufficiently evidenced by a Board Resolution;

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

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

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

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

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

(h) the Trustee shall not be charged with knowledge of any Event of Default with respect to the Securities of any series for which it is acting as Trustee unless either (i) a Responsible Officer of the Trustee assigned to its Corporate Trust Services unit (or any successor division or department of the Trustee) shall have actual knowledge of the Event of Default or (ii) written notice of such Event of Default shall have been given to the Trustee by the Corporation, any other obligor on such Securities or by any Holder of such Securities.

Section 6.4 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities (except the Trustee’s certificates of authentication) and in any coupons shall be taken as the statements of the Corporation, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Corporation are true and accurate, subject to the qualifications set forth therein. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Corporation of Securities or the proceeds thereof.

Section 6.5 May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Corporation, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Corporation or an Affiliate thereof with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

Section 6.6 Money Held in Trust . Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Corporation.

Section 6.7 Compensation and Reimbursement . The Corporation agrees:

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

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

extent with respect to any indemnitee that such loss, liability or expense was due to such indemnitee’s negligence, willful misconduct or bad faith, and (ii) any action taken, suffered or omitted upon the Order of the Corporation.

As security for the performance of the obligations of the Corporation under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, premium, if any, or interest, if any, on particular Securities. The obligations of the Corporation under this Section shall survive the discharge of this Indenture and the succession of the Trustee hereunder.

Section 6.8 Disqualification; Conflicting Interests. If at any time the Trustee fails to comply with the obligations imposed upon it by the provisions of Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Corporation or by any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months then, (1) the Corporation, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (2) subject to Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. The Trustee shall comply with the terms of Section 310(b) of the Trust Indenture Act.

Section 6.9 Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder that is a Person organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, or any other Person permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000, is subject to supervision or examination by federal, state or District of Columbia authority and is not otherwise ineligible under Section 310(a)(5) of the Trust Indenture Act. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee ceases to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor .

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

(b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Corporation. If the instrument of acceptance

by a successor Trustee required by Section 6.11 is not delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

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

(d) If at any time:

(1) the Trustee fails to comply with Section 6.8 after written request therefor by the Corporation or by any Holder of a Security who has been a bona fide Holder of a Security for at least six months; or

(2) the Trustee ceases to be eligible under Section 6.9 and fails to resign after written request therefor by the Corporation or by any such Holder; or

(3) the Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property is appointed or any public officer takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Corporation by Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all other similarly situated Holders, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee resigns, is removed or becomes incapable of acting, or if a vacancy occurs in the office of Trustee for any cause, with respect to the Securities of one or more series, the Corporation, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series is appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Corporation and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Corporation. If no successor Trustee with respect to the Securities of any series is so appointed by the Corporation or the Holders of Securities and accepts appointment in the manner required by Section 6.11, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months

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

(f) The Corporation shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series are issuable as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 6.11 Acceptance of Appointment by Successor .

(a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Corporation and to the retiring Trustee an instrument accepting such appointment. Thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Corporation or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder; provided, that such property and money shall continue to be subject to any lien in favor of the retiring Trustee provided for in Section 6.7.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Corporation, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided

therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Corporation or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien provided for in Section 6.7, with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

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

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

Section 6.12 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, if such Person is otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 6.13 Preferential Collection of Claims Against Corporation. If and when the Trustee is or becomes a creditor of the Corporation (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of Section 311 and any other provision of the Trust Indenture Act regarding the collection of claims against the Corporation (or any such other obligor), as the case may be.

Section 6.14 Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Corporation and shall at all times be a corporation organized and doing business under the laws

of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of not less than $50,000,000 and subject to supervision or examination by federal, state or District of Columbia authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

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

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Corporation. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Corporation. Upon receiving such a notice of resignation or upon such termination, or in case at any time such Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Corporation and shall (1) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (2) if Securities of the series are issuable as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The provisions of Sections 3.8, 6.4 and 6.5 shall be applicable to each Authenticating Agent.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

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

	U.S. Bank National Association
	as Trustee


	By
	As Authenticating Agent


	By
	Authorized Signatory

ARTICLE SEVEN

Holders’ Lists and Reports by Trustee and Corporation

Section 7.1 Corporation to Furnish Trustee Names and Addresses of Holders . In accordance with Section 312(a) of the Trust Indenture Act, the Corporation shall furnish or cause to be furnished to the Trustee:

(a) semi-annually, not later than June 1 and December 1, in each year, a list, in such form as the Trustee may reasonably require, containing all the information in the possession or control of the Corporation, or any of its Paying Agents other than the Trustee, as to the names and addresses of the Holders of Securities as of the preceding May 15 or November 15, as the case may be, and

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

provided, that no such list need be furnished if the Trustee is the Security Registrar.

Section 7.2 Preservation of Information; Communications to Holders.

(a) The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act.

(b) Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Corporation and the Trustee that neither the Corporation nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312 of the Trust Indenture Act.

Section 7.3 Reports by Trustee .

Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Section 313(a) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture.

(b) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein.

(c) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act.

Section 7.4 Reports by Corporation. The Corporation, pursuant to Section 314(a) of the Trust Indenture Act, shall:

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

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

(c) transmit, within 30 days after the filing thereof with the Trustee, to the Holders of Securities, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Corporation pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1 Corporation May Consolidate, Etc., Only on Certain Terms. The Corporation shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(a) the Person formed by any such consolidation or into which it is merged or the Person which acquires by conveyance or transfer, or which leases, its properties and assets

substantially as an entirety shall be organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the performance of every covenant of this Indenture to be performed or observed on the part of the Corporation;

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

(c) the Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease complies with this Section 8.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 8.2 Successor Corporation Substituted . Upon any consolidation by the Corporation with or merger by the Corporation into any other Person or any conveyance, transfer or lease of the Corporation’s properties and assets substantially as an entirety in accordance with Section 8.1, the successor formed by such consolidation or into which it is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Indenture with the same effect as if such successor had been named as the Corporation herein, and thereafter, except in the case of a lease, the predecessor shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

Supplemental Indentures

Section 9.1 Supplemental Indentures without Consent of Holders. Without the consent of any Holders of Securities or coupons, the Corporation, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any one or more of the following purposes only:

(a) to evidence the succession of another corporation to the Corporation and the assumption by any such successor of the covenants of the Corporation herein and in the Securities and coupons; or

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

(d) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the

payment of principal (or premium, if any) on Registered Securities or of principal (or premium, if any) or any interest on Bearer Securities, to permit Registered Securities to be exchanged for Bearer Securities or to permit the issuance of Securities in uncertificated form; provided, that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or

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

(f) to secure the Securities; or

(g) to establish the form or terms of Securities of any series and any related coupons as permitted by Sections 2.1 and 3.1; or

(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series, to contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided, that such change shall not be inconsistent with the provisions of this Indenture and shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or

(j) to conform this Indenture to any amendments to the Trust Indenture Act.

Section 9.2 Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Corporation, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or modifying in any manner the rights of the Holders of Securities of such series and any related coupons under this Indenture; provided, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security or coupon affected thereby:

calculating the rate of interest thereon, or change any obligation of the Corporation to pay additional amounts pursuant to Section 10.6 (except as contemplated by Section 8.1(a) and permitted by Section 9.1(a)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment in the United States where, or the currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the requirements of Section 13.4 for quorum or voting;

(c) change any obligation of the Corporation to maintain an office or agency in each Place of Payment, or any obligation of the Corporation to maintain an office or agency outside the United States pursuant to Section 10.2;

(d) modify any of the provisions of this Section, Section 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.4, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.1(h).

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

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

The Corporation shall have the right to set a record date for the solicitation of any consents under this Article Nine, which record date shall be set in accordance with Section 1.4.

Section 9.3 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter

into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining thereto shall be bound thereby.

Section 9.5 Conformity with Trust Indenture Act . Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6 Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Corporation, to any such supplemental indenture may be prepared and executed by the Corporation and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

Covenants

Section 10.1 Payment of Principal, Premium and Interest. The Corporation covenants and agrees for the benefit of each series of Securities that it shall duly and punctually pay the principal of (and premium, if any) and interest (including any Additional Interest), if any, on the Securities of that series in accordance with the terms of such Securities and this Indenture.

Section 10.2 Maintenance of Office or Agency . The Corporation shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Corporation in respect of the Securities of that series and this Indenture may be served. The Corporation initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Corporation shall give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Corporation fails to maintain such office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Corporation hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

designation or rescission shall in any manner relieve the Corporation of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Corporation shall give prompt written notice to the Trustee of any such designation and any change in the location of any such office or agency.

Section 10.3 Money for Securities Payments to be Held in Trust. If the Corporation at any time acts as its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of (and premium, if any) or interest (including any Additional Interest) on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest (including any Additional Interest), if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its failure so to act.

Whenever the Corporation shall have one or more Paying Agents, it shall, prior to 10:00 a.m., New York City time, on each due date of the principal of (or premium, if any) or interest (including any Additional Interest), if any, on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest (including any Additional Interest), if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest (including any Additional Interest), if any, and if the Corporation fails to make such deposit (unless such Paying Agent is the Trustee) the Corporation shall promptly notify the Trustee of its failure so to act.

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

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

(b) give the Trustee notice of any default by the Corporation (or any other obligor upon such Securities) in the making of any payment of principal (and premium, if any) or interest (including any Additional Interest), if any, in respect of any Security of any series;

(c) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and

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

The Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by an Order of the Corporation direct any Paying Agent to pay, to the Trustee all sums held in trust by the Corporation or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Corporation or such Paying Agent; and, upon such payment by any

Paying Agent to the Trustee, such paying Agent shall be released from all further liability with respect to such money.

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

Section 10.4 Statement as to Compliance. The Corporation shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Corporation ending after the date hereof, an Officers’ Certificate covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Corporation is in default in the performance, observance or fulfillment of or compliance with any of the terms, provisions, covenants and conditions of this Indenture, and if the Corporation is in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. For the purpose of this Section 10.4, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

Section 10.5 Waiver of Certain Covenants . The Corporation may omit in any particular instance to comply with any covenant or condition provided pursuant to Section 3.1, 9.1(b) or 9.1(g) with respect to the Securities of any series, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Corporation in respect of any such covenant or condition shall remain in full force and effect.

Security of any series or any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in the terms of such Securities and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section, and express mention of the payment of any additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where express mention is not made.

If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series shall not bear interest prior to Maturity, the first day on which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the above-mentioned Officers’ Certificate, the Corporation shall furnish to the Trustee and the Corporation’s principal Paying Agent or Paying Agents, if other than the Trustee, an Order instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or the related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Order shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons, and the Corporation shall pay to the Trustee or such Paying Agent the additional amounts, if any, required by the terms of such Securities and the first paragraph of this Section. The Corporation shall indemnify, defend and hold harmless the Trustee and any Paying Agent and any director, employee, Affiliate or agent of either (a “ Section 10.6 Indemnitee ”) against any loss, liability or expense, including without limitation any penalties and the fees and expenses of counsel, arising out of or in connection with actions taken or omitted in reliance on any Order furnished pursuant to this Section, except to the extent with respect to any Section 10.6 Indemnitee any loss, liability or expense is due to the negligence, willful misconduct or bad faith of such Section 10.6 Indemnitee.

Section 10.7 Original Issue Discount . For each year during which any Original Issue Discount Securities are Outstanding, the Corporation shall furnish to each Paying Agent in a timely fashion such information as may be reasonably requested by each Paying Agent in order that each Paying Agent may prepare the information which it is required to report for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as amended. Such information shall include the amount of original issue discount includible in income for each $1,000 of principal amount at Stated Maturity of outstanding Securities during such year.

ARTICLE ELEVEN

Redemption of Securities

Section 11.1 Applicability of Article. Securities of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as

otherwise specified as contemplated by Section 3.1 for Securities of any series) in accordance with this Article.

Section 11.2 Election to Redeem; Notice to Trustee . The election of the Corporation to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Corporation of all of the Securities of any series, the Corporation shall, at least 60 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date. In case of any redemption at the election of the Corporation of less than all the Securities of any series, the Corporation shall, at least 60 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities (1) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Corporation which is subject to a condition specified in the terms of such Securities, the Corporation shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.

Section 11.3 Selection by Trustee of Securities to be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series (other than Securities of such series held by the Corporation), not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. Unless otherwise provided in the Securities of a series, partial redemptions must be in an amount not less than $1,000,000 principal amount of Securities.

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

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

Section 11.4 Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 1.6 to the Holders of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

(c) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed,

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

(e) the place or places where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Corporation in each Place of Payment pursuant to Section 10.2, and

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

A notice of redemption published as contemplated by Section 1.6 need not identify particular Registered Securities to be redeemed.

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

Section 11.5 Deposit of Redemption Price. On or prior to any Redemption Date, the Corporation shall deposit with the Trustee or with a Paying Agent (or, if the Corporation is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date is an Interest Payment Date) accrued interest, if any, on, all the Securities which are to be redeemed on that date.

Section 11.6 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Corporation defaults in the payment of the Redemption Price and accrued interest, if any,) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Corporation at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of coupons for such interest (at an office or agency located outside the United States except as otherwise provided in Section 10.2); and provided further, that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for redemption is not accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Corporation and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security surrenders to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, that interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside of the United States except as otherwise provided in Section 10.2.

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

Section 11.7 Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Corporation or the Trustee so requires with respect to any Registered Security, due endorsement by, or a written instrument of transfer in form satisfactory to the Corporation and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Corporation shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, Stated Maturity and of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Except as otherwise specified as contemplated by Section 3.1, if a Global Security is so surrendered, the Corporation shall execute, and the Trustee shall authenticate and deliver to the Depositary in global form, without service charge, a new Global Security or Securities of the same series, Stated Maturity and of any authorized denomination as requested by the Depositary, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered.

ARTICLE TWELVE

Sinking Funds

Section 12.1 Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.1 for Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to

reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

Section 12.2 Satisfaction of Sinking Fund Payments with Securities. The Corporation (1) may deliver Outstanding Securities of a series (other than any previously called for redemption), together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Corporation pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3 Redemption of Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Corporation shall deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.2 and stating the basis for such credit and that such Securities have not previously been so credited and shall also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Corporation in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.

ARTICLE THIRTEEN

Meetings of Holders of Securities

Section 13.1 Purposes for Which Meetings May be Called. If Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series.

Section 13.2 Call Notice and Place of Meeting.

place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 1.6, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(b) In case at any time the Corporation, pursuant to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 13.1, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Corporation or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section.

Section 13.3 Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Corporation and its counsel.

Section 13.4 Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section 13.5(d), notice of the reconvening of any adjourned meeting shall be given as provided in Section 13.2(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.

the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series.

Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting.

Section 13.5 Determination of Voting Rights; Conduct and Adjournment of Meetings.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 1.4, and the appointment of any proxy shall be proved in the manner specified in Section 1.4. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 1.4 or other proof.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Corporation or by Holders of Securities as provided in Section 13.2(b), in which case the Corporation or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by such Holder; provided, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.

(d) Any meeting of Holders of Securities of any series duly called pursuant to Section 13.2 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.

Section 13.6 Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written

ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting, and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 13.2 and, if applicable, Section 13.4. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting, and one such copy shall be delivered to the Corporation and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 13.7 Action Without Meeting. In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver or other action may be made, given or taken by Holders by written instruments as provided in Section 1.4.

ARTICLE FOURTEEN

Immunity of Incorporators, Stockholders, Officers,
Directors and Employees

Section 14.1 Liability Solely Corporate. No recourse shall be had for the payment of the principal of or premium, if any, or interest, if any, on any Securities, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement under this Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future of the Corporation or of any predecessor or successor Corporation (either directly or through the Corporation or a predecessor or successor Corporation), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, officer, director or employee, past, present or future, of the Corporation or of any predecessor or successor Corporation, either directly or indirectly through the Corporation or any predecessor or successor Corporation, because of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities.

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

		AAR CORP.


		By:	/s/ Richard J. Poulton
		Name:	Richard J. Poulton
Attest:		Title:	Vice President, Chief Financial Officer and Treasurer


By:	/s/ Robert J. Regan
	Robert J. Regan

		U.S. BANK NATIONAL ASSOCIATION , as Trustee


		By:	/s/ Grace A. Gorka
		Name:	Grace A. Gorka
Attest:		Title:	Vice President


By:	/s/ Vernita Anderson
	Vernita Anderson

Exhibit 4.2

AAR CORP.

U.S. BANK NATIONAL ASSOCIATION
as Trustee

INDENTURE

Dated as of December 1, 2010

Providing for Issuance of Subordinated Debt Securities

AAR CORP.

Reconciliation and Tie between Trust Indenture Act of 1939, as amended, and

the Indenture, dated as of December 1, 2010

Trust Indenture		Indenture
Act Section		Section(s)

§310	(a)(1)	6.9
	(a)(2)	6.9, 6.14
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	6.9
	(b)	6.8, 6.10
	(c)	Not Applicable
§311	(a)	6.13
	(b)	6.13
	(c)	6.13
§312	(a)	7.1, 7.2(a)
	(b)	7.2(a)
	(c)	7.2(b)
§313	(a)	7.3(a)
	(b)	7.3(b)
	(c)	7.3(c)
	(d)	7.3(c)
§314	(a)	7.4
	(a)(4)	10.1, 10.9
	(b)	Not Applicable
	(c)(1)	1.2
	(c)(2)	1.2
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.2
	(f)	Not Applicable
§315	(a)	6.1
	(b)	6.2
	(c)	6.1
	(d)	6.1
	(e)	5.14
§316	(a)(1)(A)	5.2, 5.12
	(a)(1)(B)	5.13
	(a)(2)	Not Applicable
	(b)	5.8
	(c)	1.4
§317	(a)(1)	5.3
	(a)(2)	5.4
	(b)	10.3
§318	(a)	1.8
	(c)	1.8

NOTE: This Reconciliation and Tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS(1)

		Page
ARTICLE ONE	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
Section 1.1	Definitions	1
Section 1.2	Compliance Certificates and Opinions	7
Section 1.3	Form of Documents Delivered to Trustee	8
Section 1.4	Acts of Holders; Record Dates	8
Section 1.5	Notices, Etc., to Trustee, Corporation	10
Section 1.6	Notice to Holders of Securities; Waiver	11
Section 1.7	Language of Notices, Etc	12
Section 1.8	Conflict with Trust Indenture Act	12
Section 1.9	Effect of Headings and Table of Contents	12
Section 1.10	Successors and Assigns	12
Section 1.11	Separability Clause	12
Section 1.12	Benefits of Indenture	12
Section 1.13	Governing Law	12
Section 1.14	Legal Holidays	12
Section 1.15	No Adverse Interpretation of Other Agreements	13
Section 1.16	Execution in Counterparts	13
ARTICLE TWO	SECURITY FORMS	13
Section 2.1	Forms Generally	13
Section 2.2	Form of Trustee’s Certificate of Authentication	13
Section 2.3	Securities in Global Form	14
Section 2.4	Form of Legend for Global Securities	14
Section 2.5	Form of Legend for Bearer Securities	14
ARTICLE THREE	THE SECURITIES	14
Section 3.1	Amount Unlimited; Issuable in Series	14
Section 3.2	Denominations	17
Section 3.3	Execution, Authentication, Delivery and Dating	17
Section 3.4	Temporary Securities	20
Section 3.5	Registration, Registration of Transfer and Exchange	21
Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	24
Section 3.7	Payment of Interest; Interest Rights Preserved	25

(1) Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

(continued)

		Page
Section 3.8	Persons Deemed Owners	26
Section 3.9	Cancellation	27
Section 3.10	Computation of Interest	27
Section 3.11	Form of Certification by a Person Entitled to Receive a Bearer Security	27
Section 3.12	CUSIP, ISIN and Common Code Numbers	28
ARTICLE FOUR	SATISFACTION AND DISCHARGE	28
Section 4.1	Satisfaction and Discharge of Indenture	28
Section 4.2	Application of Trust Money	30
ARTICLE FIVE	REMEDIES	30
Section 5.1	Events of Default	30
Section 5.2	Acceleration of Maturity; Rescission and Annulment	31
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	32
Section 5.4	Trustee May File Proofs of Claim	33
Section 5.5	Trustee May Enforce Claims Without Possession of Securities or Coupons	33
Section 5.6	Application of Money Collected	33
Section 5.7	Limitation on Suits	34
Section 5.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	34
Section 5.9	Restoration of Rights and Remedies	35
Section 5.10	Rights and Remedies Cumulative	35
Section 5.11	Delay or Omission Not Waiver	35
Section 5.12	Control by Holders of Securities	35
Section 5.13	Waiver of Past Defaults	35
Section 5.14	Undertaking for Costs	36
Section 5.15	Waiver of Stay or Extension Laws	36
ARTICLE SIX	THE TRUSTEE	36
Section 6.1	Certain Duties and Responsibilities	36
Section 6.2	Notice of Defaults	38

TABLE OF CONTENTS

(continued)

		Page
Section 6.3	Certain Rights of Trustee	38
Section 6.4	Not Responsible for Recitals or Issuance of Securities	39
Section 6.5	May Hold Securities	39
Section 6.6	Money Held in Trust	39
Section 6.7	Compensation and Reimbursement	39
Section 6.8	Disqualification; Conflicting Interests	40
Section 6.9	Corporate Trustee Required; Eligibility	40
Section 6.10	Resignation and Removal; Appointment of Successor	41
Section 6.11	Acceptance of Appointment by Successor	42
Section 6.12	Merger, Conversion, Consolidation or Succession to Business	43
Section 6.13	Preferential Collection of Claims Against Corporation	43
Section 6.14	Appointment of Authenticating Agent	43
ARTICLE SEVEN	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND CORPORATION	45
Section 7.1	Corporation to Furnish Trustee Names and Addresses of Holders	45
Section 7.2	Preservation of Information; Communications to Holders	45
Section 7.3	Reports by Trustee	46
Section 7.4	Reports by Corporation	46
ARTICLE EIGHT	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	47
Section 8.1	Corporation May Consolidate, Etc., Only on Certain Terms	47
Section 8.2	Successor Corporation Substituted	47
ARTICLE NINE	SUPPLEMENTAL INDENTURES	47
Section 9.1	Supplemental Indentures without Consent of Holders	47
Section 9.2	Supplemental Indentures with Consent of Holders	48
Section 9.3	Execution of Supplemental Indentures	50
Section 9.4	Effect of Supplemental Indentures	50
Section 9.5	Conformity with Trust Indenture Act	50
Section 9.6	Reference in Securities to Supplemental Indentures	50

iii

TABLE OF CONTENTS

(continued)

		Page
ARTICLE TEN	COVENANTS	50
Section 10.1	Payment of Principal, Premium and Interest	50
Section 10.2	Maintenance of Office or Agency	50
Section 10.3	Money for Securities Payments to be Held in Trust	51
Section 10.4	Statement as to Compliance	52
Section 10.5	Waiver of Certain Covenants	52
Section 10.6	Additional Sums	53
Section 10.7	Original Issue Discount	53
ARTICLE ELEVEN	REDEMPTION OF SECURITIES	54
Section 11.1	Applicability of Article	54
Section 11.2	Election to Redeem; Notice to Trustee	54
Section 11.3	Selection by Trustee of Securities to be Redeemed	54
Section 11.4	Notice of Redemption	55
Section 11.5	Deposit of Redemption Price	55
Section 11.6	Securities Payable on Redemption Date	55
Section 11.7	Securities Redeemed in Part	56
ARTICLE TWELVE	SINKING FUNDS	57
Section 12.1	Applicability of Article	57
Section 12.2	Satisfaction of Sinking Fund Payments with Securities	57
Section 12.3	Redemption of Securities for Sinking Fund	57
ARTICLE THIRTEEN	MEETINGS OF HOLDERS OF SECURITIES	58
Section 13.1	Purposes for Which Meetings May be Called	58
Section 13.2	Call Notice and Place of Meeting	58
Section 13.3	Persons Entitled to Vote at Meetings	58
Section 13.4	Quorum; Action	58
Section 13.5	Determination of Voting Rights; Conduct and Adjournment of Meetings	59
Section 13.6	Counting Votes and Recording Action of Meetings	60
Section 13.7	Action Without Meeting	60
ARTICLE FOURTEEN	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES	60

TABLE OF CONTENTS

(continued)

		Page
Section 14.1	Liability Solely Corporate	60
ARTICLE FIFTEEN	SUBORDINATION OF SECURITIES	61
Section 15.1	Subordination Terms	61