AC Immune SA F-3, filed Mar 14, 2024

AC Immune SA (ACIU)

F-3 2024-03-14

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Switzerland	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

About This Prospectus	2
Where You Can Find More Information	2
Special Note Regarding Forward-Looking Statements	3
AC Immune SA	4
Risk Factors	4
Use of Proceeds	5
Description of Share Capital and Articles of Association	6
Comparison of Swiss Law and Delaware Law	17
Description of Debt Securities	25
Description of Warrants	26
Description of Purchase Contracts	27
Description of Units	28
Description of Subscription Rights	29
Plan of Distribution	30
Incorporation of Certain Information by Reference	31
Expenses	31
Legal Matters	32
Experts	32
Indemnification of Officers and Directors	II-1
Exhibits	II-1
Undertakings	II-2

DELAWARE CORPORATE LAW		SWISS CORPORATE LAW
Mergers and similar arrangements
Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction. The Delaware General Corporation Law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90.0% of each class of capital stock without a vote by the shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.		Under Swiss law, with certain exceptions, a merger or a demerger of the corporation or a sale of all or substantially all of the assets of a corporation must be approved by two-thirds of the voting rights represented at the respective general meeting of shareholders as well as the absolute majority of the nominal value of shares represented at such shareholders’ meeting. A shareholder of a Swiss corporation participating in a statutory merger or demerger pursuant to the Swiss Merger Act (Loi sur la fusion) can file a lawsuit against the surviving company. If the consideration is deemed “inadequate,” such shareholder may, in addition to the consideration (be it in shares or in cash) receive an additional amount to ensure that such shareholder receives the fair value of the shares held by such shareholder. Swiss law also provides that if the merger agreement provides only for a compensation payment, at least 90.0% of all members in the transferring legal entity, who are entitled to vote, shall approve the merger agreement.
Shareholders’ suits
Class actions and derivative actions generally are available to shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.		Class actions and derivative actions as such are not available under Swiss law. Nevertheless, certain actions may have a similar effect. A shareholder is entitled to bring suit against directors for breach of their duties and claim the payment of the company’s losses or damages both to the corporation and, subject to certain conditions, to the individual shareholder. Likewise, an appraisal lawsuit won by a shareholder may indirectly compensate all shareholders. In addition, to the extent that US laws and regulations provide a basis for liability and US courts have jurisdiction, a class action may be available.
		Under Swiss law, the winning party is generally entitled to recover or to partially recover attorneys’ fees incurred in connection with such action, provided, however, that the court has broad discretion to permit the shareholder whose claim has been dismissed to recover attorneys’ fees incurred to the extent he or she acted in good faith.

DELAWARE CORPORATE LAW		SWISS CORPORATE LAW
Shareholder vote on board and management compensation
Under the Delaware General Corporation Law, the board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.		Pursuant to Swiss law, the general meeting of shareholders has the non-transferable right, amongst others, to vote on the aggregate amount of compensation of the members of the board of directors, of the executive committee and of the advisory boards.
Annual vote on board renewal
Unless directors are elected by written consent in lieu of an annual meeting, directors are elected in an annual meeting of stockholders on a date and at a time designated by or in the manner provided in the bylaws. Re-election is possible. Classified boards are permitted.		The general meeting of shareholders elects the members of the board of directors, the chairperson of the board of directors and the members of the compensation committee individually and annually for a term of office until the end of the following general meeting of shareholders. Re-election is possible.
Indemnification of directors and executive management and limitation of liability
The Delaware General Corporation Law provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of directors and officers (but not other controlling persons) of the corporation for monetary damages for breach of a fiduciary duty as a director, except no provision in the certificate of incorporation may eliminate or limit liability of: · a director or officer for any breach of the duty of loyalty to the corporation or its shareholders; · a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; · a director for statutory liability for unlawful payment of dividends or unlawful stock purchase or redemption; · a director or officer for any transaction from which the director or officer derived an improper personal benefit; or · an officer in any action by or in right of the corporation. A Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than an action by or on behalf of the corporation, because the person is or was a director or officer, against liability incurred in connection with		Under Swiss corporate law, an indemnification by the corporation of a director or member of the executive management in relation to potential personal liability is not effective to the extent the director or member of the executive management intentionally or negligently violated his or her corporate duties towards the corporation (certain views advocate that at least a grossly negligent violation is required to exclude the indemnification). Furthermore, the general meeting of shareholders may discharge the directors and members of the executive management from liability from actions taken during the past financial year. Such discharge is effective only, however, for disclosed facts and only as against the company and those shareholders who approved the discharge or who have since acquired their shares in full knowledge of the discharge. Most violations of corporate law are regarded as violations of duties towards the corporation rather than towards the shareholders. In addition, indemnification of other controlling persons is not permitted under Swiss corporate law, including shareholders of the corporation. The articles of association of a Swiss corporation may also set forth that the corporation shall indemnify and hold harmless, to the extent permitted by the law, the directors and executive managers out of assets of the corporation against threatened, pending or completed actions.

DELAWARE CORPORATE LAW		SWISS CORPORATE LAW
Directors’ fiduciary duties
A director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: • the duty of care; and • the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.		The board of directors of a Swiss corporation manages the business of the corporation, unless responsibility for such management has been delegated to the executive management (for example by organizational rules and comparable bylaws). However, there are several non-transferable duties of the board of directors: • the overall management of the corporation and the issuing of all necessary directives; • determination of the corporation’s organization; • the organization of the accounting, financial control and financial planning systems as required for management of the corporation; • the appointment and dismissal of persons entrusted with managing and representing the corporation; • overall supervision of the persons entrusted with managing the corporation, in particular with regard to compliance with the law, articles of association, operational regulations and directives; • compilation of the annual report, preparation for the general meeting, the compensation report and implementation of its resolutions; • the preparation of the compensation report and to request approval by the general meeting of shareholders regarding the compensation of the board of directors and the executive committee; and • notification of the court in the event that the company is overindebted. The members of the board of directors must perform their duties with all due diligence and safeguard the interests of the corporation in good faith. They must afford the shareholders equal treatment in equal circumstances. The burden of proof for a violation of these duties is with the corporation or with the shareholder bringing a suit against the director.
Shareholder action by written consent
A Delaware corporation may, in its certificate of incorporation, eliminate the right of shareholders to act by written consent.		Shareholders of a Swiss corporation may exercise their voting rights in a general meeting of shareholders and can only act by written consents if no shareholder requests a general meeting of shareholders to be held. The articles of association must allow for (independent) proxies to be present at a general meeting of shareholders. The instruction of such (independent) proxies may occur in writing or electronically.

DELAWARE CORPORATE LAW		SWISS CORPORATE LAW
Shareholder proposals
A shareholder of a Delaware corporation has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.		At any general meeting of shareholders any shareholder may put proposals to the meeting if the proposal is part of an agenda item. No resolution may be made on proposals relating to the agenda items that were not duly notified. Unless the articles of association provide for a lower threshold or for additional shareholders’ rights: • shareholders together representing at least 10% of the share capital may demand that a general meeting of shareholders be called for specific agenda items and specific proposals; and • shareholders together representing shares with a nominal value of at least 0.5% of the share capital or the voting rights may demand that an agenda item including a specific proposal be put on the agenda for a regularly scheduled general meeting of shareholders, provided such request is made with appropriate notice. Any shareholder can propose candidates for election as directors provided that the election of board members has been included as an agenda item. In addition, any shareholder is entitled, at a general meeting of shareholders and without advance notice, to (i) request information from the board of directors on the affairs of the company (note, however, that the right to obtain such information is limited), (ii) request information from the auditors on the methods and results of their audit, (iii) request that the general meeting of shareholders resolve to convene an extraordinary general meeting, or (iv) request that the general meeting of shareholders resolve to appoint an examiner to carry out a special examination.
Cumulative voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation provides for it.		Cumulative voting is not permitted under Swiss corporate law. Pursuant to Swiss law, shareholders can vote for each proposed candidate, but they are not allowed to cumulate their votes for single candidates. An annual individual election of (i) all members of the board of directors, (ii) the chairman of the board of directors, (iii) the members of the compensation committee, (iv) the election of the independent proxy for a term of office of one year (i.e. until the following annual general meeting) as well as the vote on the aggregate amount of compensation for the members of the board of directors and the executive committee as well as for the members of the advisory board, if applicable, is mandatory for listed companies. Re-election is permitted.

DELAWARE CORPORATE LAW		SWISS CORPORATE LAW
Removal of directors
A Delaware corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.		A Swiss corporation may remove, with or without cause, any director at any time with a resolution passed by a simple majority of the votes cast at a general meeting of shareholders concerned. The articles of association may require the approval by a qualified majority of the shares represented at a meeting for the removal of a director.
Transactions with interested shareholders
The Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15.0% or more of the corporation’s outstanding voting stock within the past three years.		No such rule applies to a Swiss corporation.
Dissolution; Winding up
Unless the board of directors of a Delaware corporation approves the proposal to dissolve, dissolution must be approved by shareholders holding 100.0% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.		A dissolution of a Swiss corporation requires the approval by two-thirds of the shares represented as well as the absolute majority of the nominal value of the share capital represented at a general meeting of shareholders passing a resolution on such dissolution. The articles of association may increase the voting thresholds required for such a resolution.
Variation of rights of shares
A Delaware corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.		The general shareholder meeting of a Swiss corporation may resolve that preference shares be issued or that existing shares be converted into preference shares with a resolution passed by a simple majority of the votes cast at the general meeting of shareholders. Where a company has issued preference shares, further preference shares conferring preferential rights over the existing preference shares may be issued only with the consent of both a special meeting of the adversely affected holders of the existing preference shares and of a general meeting of all shareholders, unless otherwise provided in the articles of association. Shares with preferential voting rights are not regarded a special class for these purposes.

DELAWARE CORPORATE LAW		SWISS CORPORATE LAW
Amendment of governing documents
A Delaware corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.		The articles of association of a Swiss corporation may be amended with a resolution passed by a simple majority of the votes cast at such meeting, unless otherwise provided in the articles of association. There are a number of resolutions, such as an amendment of the stated purpose of the corporation, the introduction of authorized and conditional capital and the introduction of shares with preferential voting rights that require the approval by two-thirds of the votes and an absolute majority of the nominal value of the shares represented at a shareholders’ meeting. The articles of association may increase the voting thresholds.
Inspection of Books and Records
Shareholders of a Delaware corporation, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.		Shareholders of a Swiss corporation holding in the aggregate at least 5% of the nominal share capital or voting rights have the right to inspect ‎books and records, subject to the safeguarding of the company’s business secrets and other interests warranting protection. A shareholder is only entitled to receive information to the extent required to exercise such shareholders’ rights, subject to the interests of the corporation. The board of directors has to decide on an inspection request within four months after receipt of such request. Denial of the request will need to be justified in writing. If the board of directors denies an inspection request, shareholders may request the order of an inspection by the court within thirty days. The right to inspect the share register is limited to the right to inspect that shareholder’s own entry in the share register.
Payment of dividends
The board of directors may approve a dividend without ‎shareholder approval. Subject to any restrictions ‎contained in its certificate of incorporation, the board ‎may declare and pay dividends upon the shares of its ‎capital stock either:‎ • out of its surplus, or • in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Stockholder approval is required to authorize capital stock in excess of that provided in the charter. Directors may issue authorized shares without stockholder approval.		Dividend payments are subject to the approval of the general meeting of shareholders. The board of directors may propose to shareholders that a dividend shall be paid but cannot itself authorize the distribution. Payments out of the Company’s share capital (in other words, the aggregate nominal value of the Company’s registered share capital) in the form of dividends may be made by way of a capital reduction only. Dividends may be paid only from the profits brought forward from the previous business years or if the Company has distributable reserves, each as will be presented on the Company’s audited annual stand-alone balance sheet. The dividend may be determined only after the allocations to reserves required by the law and the articles of association have been deducted.

DELAWARE CORPORATE LAW		SWISS CORPORATE LAW
Creation and issuance of new shares
All creation of shares require the board of directors to adopt a resolution or resolutions, pursuant to authority expressly vested in the board of directors by the provisions of the company’s certificate of incorporation.		All creation of shares require a shareholders’ resolution. The creation of capital band or conditional capital requires at least two-thirds of the voting rights represented at the general meeting of shareholders and an absolute majority of the nominal value of shares represented. The board of directors ‎may issue or cancel shares out of the capital band ‎during a period of up to five years by a maximum amount of 50% of the current share capital. Conditional shares are created and issued through the exercise of options and conversion rights related to debt instruments issued by the board of directors or such rights issued to employees.

	Amount To Be Paid
SEC registration fee**	$	51,660
Transfer agent’s fees		*
Printing and engraving expenses		*
Legal fees and expenses		*

1.1*	Form of Underwriting Agreement
4.1	Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Company’s Report on Form 20-F, filed with the U.S. Securities and Exchange Commission on March 14, 2024
4.2	Form of Senior Indenture
4.3	Form of Subordinated Indenture
4.4*	Form of Senior Note
4.5*	Form of Subordinated Note
4.6*	Form of Warrant Agreement
4.7*	Form of Purchase Contract
4.8*	Form of Unit Agreement
4.9*	Form of Subscription Rights Agreement (including form of Subscription Rights Certificate)
5.1	Opinion of Bär & Karrer Ltd., Swiss Counsel of AC Immune SA
5.2	Opinion of Davis Polk & Wardwell LLP
23.1	Consent of PricewaterhouseCoopers SA
23.2	Consent of Bär & Karrer Ltd., Swiss Counsel of AC Immune SA (included in exhibit 5.1)
23.3	Consent of Davis Polk & Wardwell LLP (included in exhibit 5.2)
24.1	Powers of attorney (included on signature page to the registration statement)
25.1*	Statement of Eligibility on Form T-1 for Senior Indenture
25.2*	Statement of Eligibility on Form T-1 for Subordinated Indenture
107	Calculation of Filing Fees Table

	AC IMMUNE SA

	By:	/s/ Andrea Pfeifer
	Name:	Andrea Pfeifer
	Title:	Chief Executive Officer


	By:	/s/ Christopher Roberts
	Name:	Christopher Roberts
	Title:	Chief Financial Officer

Name	Title	Date

/s/ Andrea Pfeifer	Chief Executive Officer (principal executive officer)	March 14, 2024
Andrea Pfeifer	Chief Executive Officer (principal executive officer)

/s/ Christopher Roberts	Chief Financial Officer (principal financial officer and principal accounting officer)	March 14, 2024
Christopher Roberts

/s/ Douglas Williams	Chairman and Director	March 14, 2024
Douglas Williams

/s/ Monika Bütler	Director	March 14, 2024
Monika Bütler

/s/ Carl June	Director	March 14, 2024
Carl June

/s/ Werner Lanthaler	Director	March 14, 2024
Werner Lanthaler

/s/ Monica Shaw	Director	March 14, 2024
Monica Shaw

/s/ Roy Twyman	Director	March 14, 2024
Roy Twyman

AC Immune USA, Inc. /s/ Christopher Roberts	Authorized Representative in the United States	March 14, 2024
Christopher Roberts
Chief Financial Officer of AC Immune USA, Inc.

Article DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions	5
Section 1.02. Other Definitions	8
Section 1.03. Incorporation by Reference of Trust Indenture Act	9
Section 1.04. Rules of Construction	9
Article 2 THE SECURITIES
Section 2.01. Form and Dating	10
Section 2.02. Execution And Authentication	10
Section 2.03. Amount Unlimited; Issuable in Series	12
Section 2.04. Denomination and Date of Securities; Payments of Interest	14
Section 2.05. Registrar and Paying Agent; Agents Generally	15
Section 2.06. Paying Agent to Hold Money in Trust	15
Section 2.07. Transfer and Exchange	16
Section 2.08. Replacement Securities	18
Section 2.09. Outstanding Securities	19
Section 2.10. Temporary Securities	20
Section 2.11. Cancellation	20
Section 2.12. CUSIP Numbers	20
Section 2.13. Defaulted Interest	20
Section 2.14. Series May Include Tranches	21
Article 3 REDEMPTION
Section 3.01. Applicability of Article	21
Section 3.02. Notice of Redemption; Partial Redemptions	21
Section 3.03. Payment Of Securities Called For Redemption	23
Section 3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption	23
Section 3.05. Mandatory and Optional Sinking Funds	23
Article 4 COVENANTS
Section 4.01. Payment of Securities	26
Section 4.02. Maintenance of Office or Agency	26
Section 4.03. Securityholders’ Lists	27
Section 4.04. Certificate to Trustee	27
Section 4.05. Reports by the Company	27

Section 4.06. Additional Amounts	27
Article 5 SUCCESSOR CORPORATION
Section 5.01. When Company May Merge, Etc	28
Section 5.02. Successor Substituted	29
Article 6 DEFAULT AND REMEDIES
Section 6.01. Events of Default	29
Section 6.02. Acceleration	30
Section 6.03. Other Remedies	31
Section 6.04. Waiver of Past Defaults	31
Section 6.05. Control by Majority	32
Section 6.06. Limitation on Suits	32
Section 6.07. Rights of Holders to Receive Payment	33
Section 6.08. Collection Suit by Trustee	33
Section 6.09. Trustee May File Proofs of Claim	33
Section 6.10. Application of Proceeds	33
Section 6.11. Restoration of Rights and Remedies	34
Section 6.12. Undertaking for Costs	34
Section 6.13. Rights and Remedies Cumulative	35
Section 6.14. Delay or Omission not Waiver	35
Article 7 TRUSTEE
Section 7.01. General	35
Section 7.02. Certain Rights of Trustee	35
Section 7.03. Individual Rights of Trustee	37
Section 7.04. Trustee’s Disclaimer	37
Section 7.05. Notice of Default	37
Section 7.06. Reports by Trustee to Holders	38
Section 7.07. Compensation and Indemnity	38
Section 7.08. Replacement of Trustee	39
Section 7.09. Acceptance of Appointment by Successor	40
Section 7.10. Successor Trustee By Merger, Etc	41
Section 7.11. Eligibility	41
Section 7.12. Money Held in Trust	41
Article 8 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
Section 8.01. Satisfaction and Discharge of Indenture	41
Section 8.02. Application by Trustee of Funds Deposited for Payment of Securities	42
Section 8.03. Repayment of Moneys Held by Paying Agent	42

Section 8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	42
Section 8.05. Defeasance and Discharge of Indenture	43
Section 8.06. Defeasance of Certain Obligations	44
Section 8.07. Reinstatement	45
Section 8.08. Indemnity	45
Section 8.09. Excess Funds	46
Section 8.10. Qualifying Trustee	46
Article 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.01. Without Consent of Holders	46
Section 9.02. With Consent of Holders	47
Section 9.03. Revocation and Effect of Consent	47
Section 9.04. Notation on or Exchange of Securities	48
Section 9.05. Trustee to Sign Amendments, Etc	48
Section 9.06. Conformity with Trust Indenture Act	49
Article 10 MISCELLANEOUS
Section 10.01. Trust Indenture Act of 1939	49
Section 10.02. Notices	49
Section 10.03. Certificate and Opinion as to Conditions Precedent	50
Section 10.04. Statements Required in Certificate or Opinion	50
Section 10.05. Evidence of Ownership	50
Section 10.06. Rules by Trustee, Paying Agent or Registrar	50
Section 10.07. Payment Date Other Than a Business Day	51
Section 10.08. Governing Law	51
Section 10.09. No Adverse Interpretation of Other Agreements	51
Section 10.10. Successors	51
Section 10.11. Duplicate Originals	51
Section 10.12. Separability	51
Section 10.13. Table of Contents, Headings, Etc	51
Section 10.14. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability	51
Section 10.15. Judgment Currency	51
Section 10.16. Waiver of Jury Trial	52
Section 10.17. Force Majeure	52

Term	Section
Authenticating Agent	2.02
Cash Transaction	7.03
Dollars	4.02
Event of Default	6.01
Judgment Currency	10.15(a)
mandatory sinking fund payment	3.05
optional sinking fund payment	3.05
Paying Agent	2.05

record date	2.04
Registrar	2.05
Required Currency	10.15(a)
Security Register	2.05
self-liquidating paper	7.03
sinking fund payment date	3.05
Surviving Entity	5.01(a)
tranche	2.14

Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions	1
Section 1.02. Other Definitions	5
Section 1.03. Incorporation by Reference of Trust Indenture Act	6
Section 1.04. Rules of Construction	6
Article 2 THE SECURITIES
Section 2.01. Form and Dating	6
Section 2.02. Execution And Authentication	7
Section 2.03. Amount Unlimited; Issuable in Series	8
Section 2.04. Denomination and Date of Securities; Payments of Interest	11
Section 2.05. Registrar and Paying Agent; Agents Generally	11
Section 2.06. Paying Agent to Hold Money in Trust	12
Section 2.07. Transfer and Exchange	13
Section 2.08. Replacement Securities	15
Section 2.09. Outstanding Securities	16
Section 2.10. Temporary Securities	16
Section 2.11. Cancellation	17
Section 2.12. CUSIP Numbers	17
Section 2.13. Defaulted Interest	17
Section 2.14. Series May Include Tranches	17
Article 3 REDEMPTION
Section 3.01. Applicability of Article	18
Section 3.02. Notice of Redemption; Partial Redemptions	18
Section 3.03. Payment Of Securities Called For Redemption	19
Section 3.04. Exclusion of Certain Securities from Eligibility for Selection for Redemption	20
Section 3.05. Mandatory and Optional Sinking Funds	20
Article 4 COVENANTS
Section 4.01. Payment of Securities	22
Section 4.02. Maintenance of Office or Agency	23
Section 4.03. Securityholders’ Lists	23
Section 4.04. Certificate to Trustee	24
Section 4.05. Reports by the Company	24

Section 11.04. Authorization by Securityholders	52
Section 11.05. Notice to Trustee	52
Section 11.06. Trustee’s Relation to Senior Indebtedness	53
Section 11.07. No Impairment of Subordination	54