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Exhibit 4.1    
    


        




 

 
 

CAMERON INTERNATIONAL CORPORATION    
    


 
 

AND    
    


 
 

WELLS FARGO BANK, NATIONAL ASSOCIATION,    
    


 
 

TRUSTEE    
    


 
 

INDENTURE    
    


 
 

DATED AS OF    
    


 
 

JUNE            , 2008    
    


 
 

DEBT SECURITIES
  (SENIOR DEBT)    
    






 


















 



 
 

Cameron International Corporation    
    


 
 

Reconciliation and tie between Trust Indenture Act of 1939
  and Indenture, dated as of June     , 2008    
    






	Section of Trust Indenture Act of 1939
 
	 	 
	 	Section(s) of Indenture

	Section 310	 	(a)(1)	 	609
	 	 	(a)(2)	 	609
	 	 	(a)(3)	 	Not Applicable
	 	 	(a)(4)	 	Not Applicable
	 	 	(b)	 	608, 610
	Section 311	 	(a)	 	613
	 	 	(b)	 	613
	 	 	(c)	 	Not Applicable
	Section 312	 	(a)	 	701, 702(a)
	 	 	(b)	 	702(b)
	 	 	(c)	 	702(c)
	Section 313	 	(a)	 	703(a)
	 	 	(b)	 	703(b)
	 	 	(c)	 	703(c)
	 	 	(d)	 	703(d)
	Section 314	 	(a)	 	704, 1005
	 	 	(b)	 	Not Applicable
	 	 	(c)(1)	 	103
	 	 	(c)(2)	 	103
	 	 	(c)(3)	 	Not Applicable
	 	 	(d)	 	Not Applicable
	 	 	(e)	 	103
	Section 315	 	(a)	 	601(a)
	 	 	(b)	 	602
	 	 	(c)	 	601(b)
	 	 	(d)	 	601(c)
	 	 	(d)(1)	 	601(a)(1)
	 	 	(d)(2)	 	601(a)(2)
	 	 	(d)(3)	 	601(c)(3)
	 	 	(e)	 	514
	Section 316	 	(a)(1)(A)	 	512
	 	 	(a)(1)(B)	 	513
	 	 	(a)(2)	 	Not Applicable
	 	 	(a)(last sentence)	 	101
	 	 	(b)	 	508
	Section 317	 	(a)(1)	 	503
	 	 	(a)(2)	 	504
	 	 	(b)	 	1003
	Section 318	 	(a)	 	108





Note:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 



















 



 
 

TABLE OF CONTENTS    
    



	 
	 	Page

	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1
	 	Section 101. Definitions.	 	1
	 	Section 102. Incorporation by Reference of Trust Indenture Act.	 	8
	 	Section 103. Compliance Certificates and Opinions.	 	8
	 	Section 104. Form of Documents Delivered to Trustee.	 	9
	 	Section 105. Acts of Holders; Record Dates.	 	9
	 	Section 106. Notices, Etc., to Trustee and Company.	 	11
	 	Section 107. Notice to Holders; Waiver.	 	11
	 	Section 108. Conflict With Trust Indenture Act.	 	11
	 	Section 109. Effect of Headings and Table of Contents.	 	11
	 	Section 110. Successors and Assigns.	 	11
	 	Section 111. Separability Clause.	 	12
	 	Section 112. Benefits of Indenture.	 	12
	 	Section 113. Governing Law.	 	12
	 	Section 114. Legal Holidays.	 	12
	 	Section 115. Corporate Obligation.	 	12
	ARTICLE TWO SECURITY FORMS	 	12
	 	Section 201. Forms Generally.	 	12
	 	Section 202. Form of Trustee's Certificate of Authentication.	 	13
	 	Section 203. Securities in Global Form.	 	13
	ARTICLE THREE THE SECURITIES	 	16
	 	Section 301. Amount Unlimited; Issuable in Series.	 	16
	 	Section 302. Denominations.	 	18
	 	Section 303. Execution, Authentication, Delivery and Dating.	 	18
	 	Section 304. Temporary Securities.	 	20
	 	Section 305. Registration, Registration of Transfer and Exchange.	 	20
	 	Section 306. Mutilated, Destroyed, Lost and Stolen Securities.	 	21
	 	Section 307. Payment of Interest; Interest Rights Preserved.	 	21
	 	Section 308. Persons Deemed Owners.	 	22
	 	Section 309. Cancellation.	 	23
	 	Section 310. Computation of Interest.	 	23
	 	Section 311. CUSIP Numbers.	 	23
	ARTICLE FOUR SATISFACTION AND DISCHARGE; DEFEASANCE	 	23
	 	Section 401. Satisfaction and Discharge of Indenture; Defeasance.	 	23
	 	Section 402. Application of Trust Money.	 	25
	 	Section 403. Indemnity for U.S. Government Obligations.	 	25
	 	Section 404. Reinstatement.	 	25
	ARTICLE FIVE REMEDIES	 	26
	 	Section 501. Events of Default.	 	26
	 	Section 502. Acceleration of Maturity; Rescission and Annulment.	 	27
	 	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.	 	29
	 	Section 504. Trustee May File Proofs of Claim.	 	29
	 	Section 505. Trustee May Enforce Claims Without Possession of Securities or Coupons.	 	30
	 	Section 506. Application of Money Collected.	 	30
	 	Section 507. Limitation on Suits.	 	31









	 	Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.	 	31
	 	Section 509. Restoration of Rights and Remedies.	 	31
	 	Section 510. Rights and Remedies Cumulative.	 	31
	 	Section 511. Delay or Omission Not Waiver.	 	32
	 	Section 512. Control by Holders.	 	32
	 	Section 513. Waiver of Past Defaults.	 	32
	 	Section 514. Undertaking for Costs.	 	32
	 	Section 515. Waiver of Stay or Extension Laws.	 	33
	ARTICLE SIX THE TRUSTEE	 	33
	 	Section 601. Certain Duties and Responsibilities.	 	33
	 	Section 602. Notice of Defaults.	 	34
	 	Section 603. Certain Rights of Trustee.	 	34
	 	Section 604. Not Responsible for Recitals or Issuance of Securities.	 	35
	 	Section 605. May Hold Securities.	 	35
	 	Section 606. Money Held in Trust.	 	35
	 	Section 607. Compensation and Reimbursement.	 	35
	 	Section 608. Disqualification; Conflicting Interests.	 	36
	 	Section 609. Corporate Trustee Required; Eligibility.	 	36
	 	Section 610. Resignation and Removal; Appointment of Successor.	 	37
	 	Section 611. Acceptance of Appointment by Successor.	 	38
	 	Section 612. Merger, Conversion, Consolidation or Succession to Business.	 	39
	 	Section 613. Preferential Collection of Claims Against Company.	 	39
	 	Section 614. Appointment of Authenticating Agent.	 	39
	ARTICLE SEVEN HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	40
	 	Section 701. Company to Furnish Trustee Names and Addresses of Holders.	 	40
	 	Section 702. Preservation of Information; Communications to Holders.	 	41
	 	Section 703. Reports by Trustee.	 	41
	 	Section 704. Reports by Company.	 	42
	ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	43
	 	Section 801. Company May Consolidate, Etc., Only on Certain Terms.	 	43
	 	Section 802. Successor Person Substituted.	 	43
	ARTICLE NINE SUPPLEMENTAL INDENTURES	 	44
	 	Section 901. Supplemental Indentures Without Consent of Holders.	 	44
	 	Section 902. Supplemental Indentures With Consent of Holders.	 	45
	 	Section 903. Execution of Supplemental Indentures.	 	46
	 	Section 904. Effect of Supplemental Indentures.	 	46
	 	Section 905. Conformity With Trust Indenture Act.	 	46
	 	Section 906. Reference in Securities to Supplemental Indentures.	 	46
	ARTICLE TEN COVENANTS	 	46
	 	Section 1001. Payment of Principal, Premium and Interest.	 	46
	 	Section 1002. Maintenance of Office or Agency.	 	46
	 	Section 1003. Money for Securities Payments to be Held in Trust.	 	47
	 	Section 1004. Existence.	 	48
	 	Section 1005. Statement by Officers as to Default.	 	48
	 	Section 1006. Waiver of Certain Covenants.	 	49
	 	Section 1007. Additional Amounts.	 	49
	 	Section 1008. Limitation on Liens.	 	49










	 	Section 1009. Restriction on Sale-Leaseback Transactions.	 	51
	ARTICLE ELEVEN REDEMPTION OF SECURITIES	 	51
	 	Section 1101. Applicability of Article.	 	51
	 	Section 1102. Election to Redeem; Notice to Trustee.	 	51
	 	Section 1103. Selection by Trustee of Securities to be Redeemed.	 	52
	 	Section 1104. Notice of Redemption.	 	52
	 	Section 1105. Deposit of Redemption Price.	 	53
	 	Section 1106. Securities Payable on Redemption Date.	 	53
	 	Section 1107. Securities Redeemed in Part.	 	53
	 	Section 1108. Purchase of Securities.	 	53
	ARTICLE TWELVE SINKING FUNDS	 	54
	 	Section 1201. Applicability of Article.	 	54
	 	Section 1202. Satisfaction of Sinking Fund Payments with Securities.	 	54
	 	Section 1203. Redemption of Securities for Sinking Fund.	 	54
	ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES	 	55
	 	Section 1301. Purposes for Which Meetings May Be Called.	 	55
	 	Section 1302. Call, Notice and Place of Meetings.	 	55
	 	Section 1303. Persons Entitled to Vote at Meetings.	 	55
	 	Section 1304. Quorum; Action.	 	55
	 	Section 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings.	 	56
	 	Section 1306. Counting Votes and Recording Action of Meetings.	 	56











 










 





        INDENTURE dated as of June             , 2008, between CAMERON INTERNATIONAL CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware
(herein called the "Company"), having its principal office at 1333 West Loop South, Suite 1700, Houston, Texas 77027, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking corporation,
as Trustee (herein called the "Trustee"), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being 201 Main Street, Third Floor, Fort Worth,
Texas 76102. 


 
 

RECITALS OF THE COMPANY    
    


        The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. 


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


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


        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 101.  Definitions.  


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



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



        (2)    all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States,
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 at the date of such computation; and 


        (3)    the
words "herein, ""hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision. 




        Certain
terms, used principally in Article One, are defined in Section 102. 


        "Act,"
when used with respect to any Holder, has the meaning specified in Section 105. 


        "Additional
Amounts" means any additional amounts that are required by the express terms of a Security or by or pursuant to a Board Resolution, under circumstances specified therein or
pursuant 


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thereto,
to be paid by the Company with respect to certain taxes, assessments or other governmental charges imposed on certain Holders and that are owing to such Holders. 


        "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. 


        "Agent
Members" has the meaning specified in Section 203. 


        "Attributable
Indebtedness" means with respect to a Sale-Leaseback Transaction, at the time of determination, the lesser of: 



	(1)
	the
present value of the total net amount of rent required to be paid under the lease involved in such Sale-Leaseback Transaction during the remaining term thereof
(including any renewal term exercisable at the lessee's option or period for which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease
or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the Securities Outstanding compounded semiannually; and



	(2)
	if
the obligation with respect to the Sale-Leaseback Transaction constitutes an obligation that is required to be accounted for as a capital lease obligation in accordance
with generally accepted accounting principles, the amount equal to the capitalized amount of such obligation determined in accordance with generally accepted accounting principles and included in the
financial statements of the lessee. 




        For
purposes of the foregoing definition, rent will not include amounts required to be paid by the lessee, whether or not designated as rent or additional rent, on account of or
contingent upon maintenance and repairs, insurance, taxes, assessments, utilities, water rates, operating charges, labor costs and similar charges. In the case of any lease that is terminable by the
lessee upon the payment of a penalty, the total net amount of rent shall be the lesser of the net amount determined assuming
termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but no rent shall be considered as required to be paid under
such lease subsequent to the first date upon which it may be so terminated) or the total net amount of rent determined assuming no such termination. 


        "Authenticating
Agent" means any Person, which may include the Company, authorized by the Trustee to act on behalf of the Trustee pursuant to Section 614 to authenticate
Securities of one or more series. 


        "Authorized
Newspaper" means a newspaper, in the English language or in an official language of the country of publication, 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. 


        "Board
of Directors" means either the board of directors of the Company or any duly authorized committee of that board. 



        "Board
Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company 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. 


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        "Business
Day," when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place
of Payment are authorized or obligated by law or executive order to close. 



        "Commission"
means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the
execution 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. 


        "Company"
means the Person named as the "Company" in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "Company" shall mean such successor Person. 


        "Company
Request" and "Company Order" mean, respectively, a written request or order signed in the name of the Company by its Chairman of the Board, 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. 


        "Consolidated
Net Tangible Assets" means the aggregate amount of assets included in the most recent consolidated balance sheet of the Company and its Subsidiaries less (i) current
liabilities of the Company and its Subsidiaries, and (ii) the net book amount of all intangible assets of the Company and its Subsidiaries. 


        "Conversion
Event" has the meaning specified in Section 501. 


        "Corporate
Trust Office" means the principal office of the Trustee in Fort Worth, Texas at which at any particular time its corporate trust business shall be principally administered,
which office at the date hereof is that indicated in the introductory paragraph of this Indenture, except that with respect to the presentation of Securities for payment or for registration of
transfer and exchange such term shall also mean the office of the Trustee in Minneapolis, Minnesota. 


        "Defaulted
Interest" has the meaning specified in Section 307. 


        "Depositary"
means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person designated as Depositary by the Company pursuant to
Section 301 with respect to the Securities of such series until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities of any
series shall mean the Depositary with respect to the Securities of that series. 



        "Dollar"
or "$" means a dollar or other equivalent unit in such coin or currency of the United States 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 501. 


        "Exchange
Act" means the Securities Exchange Act of 1934, as amended, and any successor statute. 


        "Exchange
Rate" has the meaning specified in Section 501. 


        "Holder,"
when used with respect to any Security, means the Person in whose name the Security is registered in the Security Register. 



        "Indebtedness"
means (i) long-term liabilities representing borrowed money or purchase money obligations as shown on the liability side of a balance sheet, other than
liabilities evidenced by obligations under leases, (ii) indebtedness secured by any Lien existing on property owned subject to that Lien, whether or not the same indebtedness has been assumed
and (iii) contingent obligations in 


3







 



respect
of, or to purchase or otherwise acquire, any indebtedness of others described in the foregoing clauses (i) or (ii) above, including guarantees and endorsements, other than for
purposes of collection in the ordinary course of business of any indebtedness. 


        "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 and shall include the terms of particular series of Securities established as contemplated by Section 301 and the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument. 


        "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. 


        "Judgment
Currency" has the meaning specified in Section 506. 


        "Lien"
means any mortgage, pledge, security interest, encumbrance, lien, charge or adverse claim affecting title or resulting in an encumbrance against real or personal property or a
security interest of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any filing or agreement to file a
financing statement as debtor under the
Uniform Commercial Code or any similar statute other than to reflect ownership by a third party of property leased to the Company or any of its Subsidiaries under a lease that is not in the nature of
a conditional sale or title retention agreement). 


        "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. 



        "Officers'
Certificate" means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, the Controller, the Secretary or an Assistant
Treasurer, Assistant Controller or Assistant Secretary, of the Company, and delivered to the Trustee, which certificate shall comply with Section 103. 


        "Opinion
of Counsel" means a written opinion of counsel, who may be counsel for or an employee of the Company, rendered, if applicable, in accordance with Section 314(c) of the
Trust Indenture Act, which opinion shall comply with Section 103. 



        "Original
Issue Discount Security" means any Security which is issued at a price lower than the principal amount payable upon the Stated Maturity thereof and which provides for an amount
less than the principal amount thereof to be due and payable upon redemption thereof or upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. 


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



        (i)    Securities
of that series theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 


        (ii)    Securities
of that series for whose payment or redemption money in the necessary amount has been theretofore irrevocably deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 



4







 

        (iii)    Securities
of that series that have been paid pursuant to Section 306 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 Company; 




provided,
however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, or whether a quorum is present at a meeting of Holders of Securities, (a) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding
for such purposes shall be the principal amount thereof that would be due and payable as of the date of such determination if the Maturity thereof were accelerated on such date pursuant to
Section 502, (b) the principal amount of a Security denominated in a foreign currency shall be the U. S. dollar equivalent, determined by the Company on the date of original issuance of
such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the U. S. dollar equivalent, determined on the date of original issuance of such Security, of the amount
determined as provided in (a) above), of such Security and (c) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company 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 which the Trustee knows to be so owned shall be so disregarded. Securities 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 Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor. 


        "Paying
Agent" means any Person, which may include the Company, authorized by the Company to pay the principal of (and premium, if any) and interest on or Additional Amounts with respect
to any one or more series of Securities on behalf of the Company. 


        "Permitted
Liens" means: 



        (1)    any
statutory or governmental Lien or a Lien arising by operation of law, or any mechanics', repairmen's, materialmen's, supplier's, carrier's, landlord's,
warehousemen's or similar Lien incurred in the ordinary course of business which is not yet due or is being contested in good faith by appropriate proceedings and any undetermined Lien which is
incidental to construction, development, improvement or repair; 


        (2)    the
right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, license, permit or by any provision of law, to
purchase or to recapture or to designate a purchaser of, any property; 



        (3)    Liens
for taxes and assessments which are for the current year, and are not at the time delinquent or are delinquent but the validity of which are being contested at the
time by the Company or any of its Subsidiaries in good faith; 


        (4)    Liens
on, or to secure the performance of, leases; 


        (5)    Liens
upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings; 



        (6)    Liens
upon property or assets acquired or sold by the Company or any of its Subsidiaries resulting from the exercise of any rights arising out of defaults on
receivables; 



5







 

        (7)    Liens
incurred in the ordinary course of business in connection with workmen's compensation, unemployment insurance, temporary disability, social security, retiree
health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations; 



        (8)    Liens
upon or deposits of any assets to secure performance and Liens in favor of issuers of surety or performance bonds, letters of credit, banker's acceptances or
guarantees pursuant to the request of and for the account of the Company or any of its Subsidiaries; and 


        (9)    Liens
arising or imposed by reason of any attachment, judgment, decree or order of any regulatory, governmental or court authority or proceeding, so long as any
proceeding initiated to review same shall not have been terminated or the period within which such proceeding may be initiated shall not have expired, or such attachment, judgment, decree or order
shall otherwise be effectively stayed. 




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


        "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 and any Additional
Amounts with respect
to the Securities of that series are payable as specified in accordance with Section 301, subject to the provisions of Section 1002. 



        "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 306 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. 


        "Principal
Property" means any real property, manufacturing plant, warehouse, office building or other physical facility, or any other like depreciable assets owned or leased by the
Company or any of its Subsidiaries, except for any such property which, in the opinion of the Board of Directors as set forth in a Board Resolution adopted in good faith, is not material to the total
business conducted by the Company and its Subsidiaries taken as a whole; provided, that any such individual property shall be deemed not be a Principal Property (without the need for any board
resolution) if such property does not have a fair value in excess of 0.25% of the total assets included in the most recent consolidated balance sheet of the Company and its Subsidiaries prepared in
accordance with generally accepted accounting principles, provided further that the aggregate fair value of properties excluded pursuant to the preceding proviso shall not exceed $100,000,000. 


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


        "Regular
Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by
Section 301, or, if not so specified, the last day of the calendar month preceding such Interest Payment Date if such Interest Payment Date is the fifteenth day of the calendar month or the
fifteenth day of the calendar month preceding such Interest Payment Date if such Interest Payment Date is the first day of a calendar month, whether or not such day shall be a Business Day. 



        "Required
Currency" has the meaning specified in Section 506. 


6







 

        "Responsible
Officer," when used with respect to the Trustee, means the chairman or any vice chairman of the board of directors, the chairman or any vice chairman of the executive
committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, any trust officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the particular subject. 


        "Sale-Leaseback
Transaction" means any arrangement with any Person providing for the leasing by the Company or any of its Subsidiaries of any Principal Property, which
Principal Property has been or is to be sold or transferred by the Company or such Subsidiary to such Person, other than: 



        (1)    any
such transaction involving a lease for a term (including renewals or extensions exercisable by the Company or any of its Subsidiaries) of not more than three years; 


        (2)    any
such transaction between the Company and any of its Subsidiaries or between any of the Company's Subsidiaries; or 


        (3)    any
such transaction entered into at the time of, or within 12 months after the latest of, the acquisition, the completion of construction or improvement, or the
commencement of commercial operation of the Principal Property. 




        "Securities"
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 


        "Security
Custodian" means, with respect to Securities of a series issued in global form, the Trustee for Securities of such series, acting in its capacity as custodian with respect to
the Securities of such series, or any successor entity thereto. 


        "Security
Register" and "Security Registrar" have the respective meanings specified in Section 305. 



        "Special
Record Date" for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Trustee pursuant to Section 307. 


        "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 as the fixed date on
which the principal of such Security or such installment of principal or interest is due and payable. 


        "Subsidiary"
of a Person means (i) a corporation, a majority of whose Voting Stock is at the time, directly or indirectly, owned by that Person, by one or more subsidiaries of
that Person or by that Person and one or more subsidiaries of that Person, (ii) a partnership in which that Person or a subsidiary of that Person is, at the date of determination, a general or
limited partner of that partnership, but only if that Person or its subsidiary is entitled to receive more than 50% of the assets of that partnership upon its dissolution or more than 50% of the net
income of that partnership, or (iii) any other Person, other than a corporation or partnership, in which that Person, directly or indirectly, at the date of determination, has (a) a
majority ownership interest or (b) the power to elect or direct the election of a majority of the directors (or persons performing similar functions) of that Person and control the policies of
that Person. 


        "Trustee"
means the Person named as the "Trustee" in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter "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, "Trustee" as used with respect to the
Securities of any series shall mean the Trustee with respect to Securities of that series. 


        "Trust
Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 905; provided, however,
that in the event 


7







 



the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act: means, to the extent required by any such amendment, the Trust Indenture Act as so amended. 


        "United
States" means the United States of America (including the states and the District of Columbia) and its "possessions," which include Puerto Rico, the U. S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands. 



        "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 or foreign fiduciary of an estate or trust, or a foreign partnership. 


        "U.
S. Government Obligations" has the meaning specified in Section 401. 


        "Vice
President," when used with respect to the Company 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, with respect to any Person, capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency. 


        "Wholly
Owned Subsidiary" means a corporation or other Person that is an entity all the outstanding Voting Stock (other than any directors' qualifying shares) of which is owned, directly
or indirectly, by the Company or by one or more other Wholly Owned Subsidiaries, or by the Company and one or more other Wholly Owned Subsidiaries. 



        "Yield
to Maturity," when used with respect to any Original Issue Discount Security, means the yield to maturity, if any, set forth on the face thereof. 


Section 102.  Incorporation by Reference of Trust Indenture Act.  


        Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture. The
following Trust Indenture Act terms used in this Indenture have the following meanings: 



        "Bankruptcy
Act" means the United States Bankruptcy Code of or Title 11 of the United States Code, as amended from time to time. 


        "Indenture
securities" means the Securities. 


        "Indenture
security holder" means a Holder. 


        "Indenture
to be qualified" means this Indenture. 


        "Indenture
trustee" or "institutional trustee" means the Trustee. 


        "Obligor"
on the indenture securities means the Company or any other obligor on the Securities. 



        All
terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act by reference to another statute or defined by Commission rule under the
Trust Indenture Act and not otherwise defined herein have the meanings assigned to them therein. 


Section 103.  Compliance Certificates and Opinions.  


        Except as otherwise expressly provided by this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any (including any covenants the compliance with which constitutes a
condition precedent) provided for in this Indenture 


8







 



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 (including any covenants the
compliance with which constitutes a condition precedent) 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 certificate or opinion need be furnished. 


        Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 



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


        (2)    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; 


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


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




Section 104.  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 Company 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 his 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
Company stating that the information with respect to such factual matters is in the possession of the Company, 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 is or 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 105.  Acts of Holders; Record Dates.  



        (a)    Whenever
in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Securities may take action (including the
making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced (i) by any instrument or any number of instruments of similar tenor executed by Holders in Person or by agent or proxy appointed in
writing, (ii) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in 



9







 

accordance
with Article Thirteen hereof, (iii) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (iv) in the case of Securities
evidenced by a global Security, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary's applicable procedures. Such evidence (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the relevant Holders. Proof of execution of any such instrument or of a writing appointing any such
agent, or the holding of any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, 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 1306. 


        The
Company may set in advance a record date for purposes of determining the identity of Holders of Securities entitled to vote or consent to any action by vote or consent authorized or
permitted under this Indenture. If a record date is fixed, those Persons who were Holders of Outstanding Securities at such record date (or their duly designated proxies), and only those Persons,
shall be entitled with respect to such Securities to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such Persons continue to be Holders after
such record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice thereof to be given to the Trustee in writing in the manner
provided in Section 106 and to the relevant Holders as set forth in Section 107. 


        (b)    The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a
notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 


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



        (d)    Any
request, demand, authorization, direction, notice, consent, 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 Company in reliance
thereon, whether or not notation of such action is made upon such Security. Any Holder or subsequent Holder may revoke the request, demand, authorization, direction, notice, consent or other Act as to
his Security or portion of his Security; provided, however, that such revocation shall be effective only if the Trustee receives the notice of revocation before the date the Act becomes effective. 



10









 










 




Section 106.  Notices, Etc., to Trustee and Company.  



        Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with, 



        (1)    the
Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Department, or 


        (2)    the
Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in
writing to the Trustee by the Company, Attention: Corporate Secretary. 




Section 107.  Notice to Holders; Waiver.  


        Where this Indenture provides for notice to Holders of Securities of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the address of such Holder 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. 


        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 to Holders of Securities 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 in which notice to Holders of 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 Security, shall affect the sufficiency of such notice with respect to other Holders
of Securities. 


        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 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 108.  Conflict With Trust Indenture Act.  


        If any provision hereof limits, qualifies or conflicts with any provision of the Trust Indenture Act (or conflicts with another provision hereof which is required
to be included in this Indenture by any of the provisions of the Trust Indenture Act), such provision of the Trust Indenture Act (or such other provision hereof which is required by the Trust
Indenture Act) shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the former provision shall be
deemed to apply to this Indenture as so modified or to be excluded. 


Section 109.  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 110.  Successors and Assigns.  


        All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 


11







 

Section 111.  Separability Clause.  



        In case any provision in this Indenture or in the Securities 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 112.  Benefits of Indenture.  


        Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any
Authenticating Agent, Paying Agent and Security Registrar, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 



Section 113.  Governing Law.  


        This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. 


Section 114.  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) payment of principal and interest (and premium and Additional Amounts, 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 with respect to such payment for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 


Section 115.  Corporate Obligation.  


        No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the
Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities
or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection herewith. 


 
 

ARTICLE TWO
  
    SECURITY FORMS    
    


Section 201.  Forms Generally.  


        The Securities of each series shall be in fully registered form and in substantially such form or forms (including temporary or permanent global form) as shall be
established by or pursuant to a Board Resolution 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, as evidenced by their execution of the Securities. If temporary Securities of any
series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. A copy of the Board Resolution establishing the form
or forms of Securities of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Company 


12







 



and
delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities (or any such temporary global
Security). 


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


Section 202.  Form of Trustee's Certificate of Authentication.  


        The Trustee's certificate of authentication shall be in substantially the following form: 


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



	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
 as Trustee
	

 	
 	

By:	

 Authorized Signatory"





Section 203.  Securities in Global Form.  


        If Securities of a series are issuable in global form, as contemplated by Section 301, then, notwithstanding clause (10) of Section 301 and
the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee
(i) in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee pursuant to
Section 303 or Section 304, or (ii) otherwise in accordance with written instructions as is customary for the Depositary for such Security, from such Depositary or its nominee on
behalf of any Person having a beneficial interest in such Security. Subject to the provisions of Section 303 and, if applicable, Section 304, 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 in such Security or in the applicable Company Order. With respect to the Securities of
any series that are represented by a Security in global form, the Company authorizes the execution and delivery by the Trustee of a letter of representations or other similar agreement or instrument
in the form customarily provided for by the Depositary appointed with respect to such global Security. Any Security in global form may be deposited with the Depositary or its nominee, or may remain in
the custody of the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company Order pursuant to
Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with
Section 103 and need not be accompanied by an Opinion of Counsel. 


        Members
of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Security issued in global form held on their behalf by the
Depositary, or the Security Custodian as its custodian, or under such global Security, and the Depositary may be 


13







 



treated
by the Company, the Security Custodian and any agent of the Company or the Trustee as the absolute owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing,
(i) the registered holder of a Security of any series issued in global form may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests
through Agent Members, to take any action that a Holder of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the
Company, the Security Custodian or any agent of the Company or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or
shall impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. 



        Notwithstanding
Section 305, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this
paragraph. If the beneficial owners of interests in a permanent global Security are entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal amount equal to the principal amount of such permanent global Security, executed by
the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered from time to time in accordance with instructions given to
the Trustee and the Depositary (which instructions shall be in writing but need not comply with Section 103 or be accompanied by an Opinion of Counsel) by the Depositary or such other
depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of
the same series without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, a like aggregate principal amount of other definitive
Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during
a period beginning at the opening of business 15 days before any Securities of that series are to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in
part, such permanent global Security marked to evidence the partial exchange shall be returned by the Trustee to the Depositary or such other depositary referred to above in accordance with the
instructions of the Company referred to above. If a definitive Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) 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, interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will
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 permanent global Security is payable
in accordance with the provisions of this Indenture. 


        Notwithstanding
Section 305, except as otherwise specified as contemplated by Section 301, transfers of a Security issued in global form shall be limited to transfers of
such global Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Security issued in global form may be transferred in
accordance with the rules and procedures of the Depositary. Securities of any series shall be transferred to all beneficial owners of a global Security of such series in exchange for their beneficial
interests in that global Security if, and only if, (1) (A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the global Security of such series or
(B) the Depositary has ceased to be a clearing agency registered under applicable law, and in either case (A) or (B) a successor Depositary is not 


14







 



appointed
by the Company within 90 days, (2) an Event of Default has occurred with respect to such series and is continuing and the Security Registrar has received a request from the
Depositary or the Trustee to issue Securities of such series in lieu of all or a portion of that global Security (in which case the Company shall deliver Securities of such series within
30 days of such request) or (3) the Company determines not to have the Securities of such series represented by a global Security. 


        In
connection with any transfer of a portion of the beneficial interest in a global Security of any series to beneficial owners pursuant to this Section 203, the Security
Registrar shall reflect on its books and records the date and a decrease in the principal amount of the global Security of that series in an amount equal to the principal amount of the beneficial
interest in the global Security of that series to be transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities of
that series shall authenticate and deliver, one or more Securities of the same series of like tenor and amount. 


        In
connection with the transfer of all the beneficial interests in a global Security of any series to beneficial owners pursuant to this Section 203, the global Security shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in
exchange for its beneficial interest in the global Security, an equal aggregate principal amount of Securities of that series of authorized denominations. 


        Neither
the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities of any series by the
Depositary, or for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related
global Security Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such global
Security Holder or the Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). 


        The
provisions of the last sentence of Section 303 shall apply to any Security in global form if such Security was never issued and sold by the Company and the Company delivers to
the Trustee the Security in global form together with written instructions (which need not comply with Section 103 and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. 



        Notwithstanding
the provisions of Section 201 and Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if
any) and interest on and any Additional Amounts with respect to any Security in permanent global form shall be made to the Person or Persons specified therein. 


        Notwithstanding
the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company or of the Trustee shall
treat a Person as the Holder of such principal amount of Outstanding Securities represented by a global Security as shall be specified in a written statement, if any, of the Holder of such global
Security, which is produced to the Security Registrar by such Holder. 


        Global
Securities may be issued in either temporary or permanent form. Permanent global Securities will be issued in definitive form. 


15







 
 
 

ARTICLE THREE
  
    THE SECURITIES    
    


Section 301.  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, 



        (1)    the
title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); 


        (2)    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 304, Section 305, Section 306,
Section 906 or Section 1007); 


        (3)    whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent
global form, and, if so, whether beneficial owners of interests in any such global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 203, and the Depositary for any global Security or Securities of
such series; 


        (4)    the
manner in which any interest payable on a temporary global Security on any Interest Payment Date will be paid if other than in the manner provided in
Section 304; 


        (5)    the
date or dates on which the principal of (and premium, if any, on) the Securities of the series is payable or the method of determination thereof; 


        (6)    the
rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, whether and under what circumstances
Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and, if
other than as set forth in Section 101, the Regular Record Date for the interest payable on any Securities on any Interest Payment Date; 


        (7)    the
place or places where, subject to the provisions of Section 1002, the principal of (and premium, if any), any interest on and any Additional Amounts with
respect to the Securities of the series shall be payable; 


        (8)    the
period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) 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 Company, if the Company is to have that option, and the manner in which the Company must exercise any such option if
different from those set forth herein; 


        (9)    the
obligation, if any, of the Company 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 (whether denominated in cash, securities or otherwise) 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; 



16







 

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


        (11)    the
currency or currencies (including composite currencies) if other than Dollars, or the form, including equity securities, other debt securities (including
Securities) warrants or any other securities or property of the Company or any other Person, in which payment of the principal of (and premium, if any), any interest on and any Additional Amounts with
respect to the Securities of the series shall be payable; 


        (12)    if
the principal of (and premium, if any) or interest on or any Additional Amounts with Respect to the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal of (and premium, if any) and interest on, and any Additional Amounts with respect to, Securities of such series as to which such election is
made shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; 


        (13)    if
the amount of payments of principal of (and premium, if any), any interest on and any Additional Amounts with respect to the Securities of the series may be
determined with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined; 



        (14)    if
other than the entire 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 502; 


        (15)    any
changes or additions to Article Four, including the addition of additional covenants that may be subject to the covenant defeasance option pursuant to
Section 401; 


        (16)    any
deletions or modifications of or additions to the definitions set forth in Section 101, the Events of Default set forth in Section 501 or covenants of
the Company set forth in Article Ten pertaining to the Securities of the series; 



        (17)    if
the Securities of the series are to be convertible into or exchangeable for equity securities, other debt securities (including Securities), warrants or any other
securities or property of the Company or any other Person, at the option of the Company or the Holder or upon the occurrence of any condition or event, the terms and conditions for such conversion or
exchange; and 


        (18)    any
other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture except as permitted by Section 901(9)). 




        All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto. 


        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 together with such Board Resolution shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. 


17







 

Section 302.  Denominations.  


        The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series denominated in Dollars shall be issuable in denominations of $1,000 and any integral multiple thereof. Unless
otherwise provided as contemplated by Section 301 with respect to any series of Securities, any Securities of a series denominated in a currency other than Dollars shall be issuable in
denominations that are the equivalent, as determined by the Company by reference to the noon buying rate in The City of New York for cable transfers for such currency, as such rate is reported or
otherwise made available by the Federal Reserve Bank of New York, on the applicable issue date for such Securities, of $1,000 and any integral multiple thereof. 


Section 303.  Execution, Authentication, Delivery and Dating.  


        The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President, its Treasurer or one of its Vice Presidents. The signature
of any of these officers on the Securities may be manual or facsimile. The seal of the Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. 


        Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, 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 Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise. 


        If
the form or terms of the Securities of the series have been established in or pursuant to one or more Board Resolutions or any other method permitted by Section 201 and
Section 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 



        (a)    if
the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture; 


        (b)    if
the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in
conformity with the provisions of this Indenture; and 


        (c)    that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforcement is subject to the effect of (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization or other laws relating to or affecting creditors' rights and (ii) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law). 




If
such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, 


18







 

duties
or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 


        Each
Security shall be dated the date of its authentication. 


        No
Security 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. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309 together with a written statement (which need not comply with Section 103
and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 


19









 










 





Section 304.  Temporary Securities.  


        Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order 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 and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine,
as evidenced by their execution of such Securities. 


        Except
in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series
are issued, the Company will 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 Company 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, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 


        All
Outstanding temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder. 


Section 305.  Registration, Registration of Transfer and Exchange.  



        The Company shall cause to be kept for each series of Securities at one of the offices or agencies maintained pursuant to Section 1002 a register (the
register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities of such series.
The Trustee is hereby initially appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. 


        Except
as set forth in Section 203 or as may be provided pursuant to Section 301, upon surrender for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate principal amount. 


        At
the option of the Holder, Securities of any series may be exchanged for other Securities of the same series and of like tenor, of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company 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 Company, 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
Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 


20







 

        No
service charge shall be made for any registration of transfer or exchange of Securities, but the Company 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 exchange pursuant to Section 304, Section 906 or Section 1107 not
involving any transfer. 


        The
Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of such series selected for redemption and ending at the close of business on the day of the mailing of the relevant notice of
redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 


Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.  


        If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 



        If
there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) 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 Company or the Trustee that such Security has been acquired by
a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 



        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security. 


        Upon
the issuance of any new Security under this Section, the Company 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 fee and expenses of the Trustee) connected therewith. 


        Every
new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series 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. 


Section 307.  Payment of Interest; Interest Rights Preserved.  


        Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. Unless
otherwise provided with respect to the Securities of any series, payment of interest may be made at the option of the Company by check mailed or delivered to the address of any Person entitled thereto
as such address shall appear in the Security Register. 


        Any
interest on any 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 


21







 



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 Company, at its election in each case, as provided
in clause (1) or (2) below: 



        (1)    The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the 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 Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company 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 in this clause provided. 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 Company of such Special Record Date and, in the name and at the expense of
the Company, 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 Securities of such
series at his address 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
Company, cause a similar notice to be published at least once in an Authorized Newspaper, 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 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 (2). 


        (2)    The
Company 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 Company 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, 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 308.  Persons Deemed Owners.  


        Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 305 and
Section 307) interest on or any Additional Amounts with respect to such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 


22







 

Section 309.  Cancellation.  


        All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered shall be promptly cancelled by the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company Order; provided that the Trustee shall not be required to destroy such Securities. 



Section 310.  Computation of Interest.  


        Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on
the basis of a year of twelve 30-day months. 


Section 311.  CUSIP Numbers.  


        The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided 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; DEFEASANCE    
    


Section 401.  Satisfaction and Discharge of Indenture; Defeasance.  



        The following provisions of this Section 401 shall apply to the Securities of each series except as otherwise specified pursuant to Section 301 for
Securities of such series: 



        (a)    If
at any time the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and delivered (other than any
Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 306 and Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Company as provided in Section 1003) or all Securities of such series not theretofore delivered to the Trustee for cancellation
shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the Trustee as trust funds the entire amount in cash sufficient to pay at the date of Stated Maturity of the principal amount of
the Securities or upon redemption all Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on
such date of Stated Maturity or Redemption Date, as the case may be, and if in either case the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Securities herein expressly provided for) with respect to the
Securities of such series, and the Trustee, on demand of the Company accompanied by an 



23







 

Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect
to the Securities of such series. 


        (b)    Subject
to Sections 401(c), 401(d) and 404, the Company at any time may terminate, with respect to Securities of a particular series, all its obligations under
the Securities of such series and this Indenture with respect to the Securities of such series ("legal defeasance option") or the operation of any covenant or additional Event of Default made
applicable to such Securities pursuant to Section 301(15) ("covenant defeasance option"). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant
defeasance option. 




        If
the Company exercises its legal defeasance option, payment of the Securities of the defeased series may not be accelerated because of an Event of Default. If the Company exercises its
covenant defeasance option, payment of the Securities of the defeased series may not be accelerated because of an Event of Default specified in Section 501(4) or 501(7). 


        Upon
satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates. 



        (c)    Notwithstanding
clauses (a) and (b) above, the Company's obligations in Sections 305, 306, 401, 403, 404, 610(e), 607, 701, 1002 and 1003 shall
survive until the Securities of the defeased series have been paid in full. Thereafter, the Company's obligations in Sections 607 and 403 shall survive. 


        (d)    The
Company may exercise its legal defeasance option or its covenant defeasance option with respect to Securities of a particular series only if: 



	(i)
	the
Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and premium, if any, and interest on,
and any Additional Amounts with respect to, the Securities of such series to the date of Stated Maturity of the principal amount of the Securities or the Redemption Date, as the case may be;



	(ii)
	the
Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal
and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium, if any, and interest and any Additional Amounts when due on all the Securities of such series to such date of Stated Maturity or the Redemption Date, as the
case may be;



	(iii)
	91 days
pass after the deposit is made and during the 91-day period no Default specified in Section 501(5) or (6) occurs which is
continuing at the end of the period;



	(iv)
	no
Default has occurred and is continuing on the date of such deposit and after giving effect thereto;



	(v)
	the
deposit does not constitute a default under any other agreement binding on the Company;



	(vi)
	the
Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940;



	(vii)
	in
the event of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that the Company has received from the
Internal Revenue Service a ruling, or since the date of this Indenture there has been a change in 




24







 



the
applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance had not occurred; 



	(viii)
	in
the event of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Securities of
such series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred; and



	(ix)
	the
Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of
the Securities of such series as contemplated by this Article Four have been complied with. 





        Before
or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of such series at a future date in accordance with Article
Eleven. 


        For
the purposes of this Indenture, "U. S. Government Obligations" means direct non-callable obligations of, or non-callable obligations the payment of principal
of and interest on which is guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, or
beneficial interests in a trust the corpus of which consists exclusively of money or such obligations or a combination thereof. 


Section 402.  Application of Trust Money.  



        Subject to the provisions of the last paragraph of Section 1003, all money or U.S. Government Obligations deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest and any Additional Amounts for the payment of which such money has been deposited with the
Trustee. 



Section 403.  Indemnity for U.S. Government Obligations.  


        The Company shall pay and shall indemnify the Trustee and the Holders against any tax, fee or other charge imposed on or assessed against deposited U.S.
Government Obligations or the principal and interest received on such U.S. Government Obligations. 


Section 404.  Reinstatement.  


        If the Trustee or Paying Agent is unable to apply any money or U. S. Government Obligations deposited with respect to Securities of any series in accordance with
Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture with respect to the Securities of such series and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 401 until such time as the Trustee or Paying Agent is permitted to apply all such money or U. S. Government Obligations in accordance with Section 401; provided, however, that if
the Company has made any payment of principal of (or premium, if any), or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of 


25







 



such
Securities to receive such payment from the money or U. S. Government Obligations held by the Trustee or Paying Agent. 


 
 

ARTICLE FIVE
  
    REMEDIES    
    


Section 501.  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), unless it is either inapplicable to a particular series or it is specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution
establishing such series of Securities or in the form of Security for such series: 



        (1)    default
in the payment of any interest on or any Additional Amounts with respect to any Security of that series when such interest or Additional Amounts become due and
payable, and continuance of such default for a period of 30 days; or 


        (2)    default
in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or 


        (3)    default
in the deposit of any mandatory sinking fund payment, when and as due by the terms of a Security of that series and continuance of such default for a period of
30 days; or 


        (4)    default
in the performance or breach of any covenant or warranty of the Company 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 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 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in principal amount of all Outstanding Securities of all series having the benefit of such covenant or warranty 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 


        (5)    the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, 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 60 consecutive days; or 


        (6)    the
commencement by the Company of a voluntary 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 the Company in an involuntary 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, 



26







 

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 of the Company or of any substantial part of its property, or the making
by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or 


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




        Notwithstanding
the foregoing provisions of this Section 501, if the principal of (and premium, if any) or any interest on, or Additional Amounts with respect to, any Security is
payable in a currency or currencies (including a composite currency) other than Dollars and such currency (or currencies) is (or are) not available to the Company for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the Company (a "Conversion Event"), the Company will be entitled to satisfy its obligations to Holders of the Securities by
making such payment in Dollars in an amount equal to the Dollar equivalent of the amount payable in such other currency, as determined by the Company by reference to the noon buying rate in The City
of New York for cable transfers for such currency ("Exchange Rate"), as such Exchange Rate is certified for customs purposes by the Federal Reserve Bank of New York on the date of such payment, or, if
such rate is not then available, on the basis of the most recently available Exchange Rate. Notwithstanding the foregoing provisions of this Section 501, any payment made under such
circumstances in Dollars where the required payment is in a currency other than Dollars will not constitute an Event of Default under this Indenture. 


        Promptly
after the occurrence of a Conversion Event with respect to Securities of any series, the Company shall give written notice thereof to the Trustee; and the Trustee, promptly
after receipt of such notice, shall give notice thereof in the manner provided in Section 107 to the Holders of such series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to Securities of any series, the Company shall give notice in the manner provided in Section 107 to the Holders of such series, setting forth the applicable
Exchange Rate and describing the calculation of such payments. 


Section 502.  Acceleration of Maturity; Rescission and Annulment.  


        If an Event of Default with respect to any 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 (i) the series affected by such default (in the case of an Event of Default described in clause (1),
(2), (3) or (7) of Section 501) or (ii) all series of Securities affected by such default (subject to the immediately following sentence, in the case of an Event of Default
described in clause (4) of Section 501) may declare the principal amount (or, if any such Securities 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 the series affected by such default or all series, as the case may be, together with any accrued but unpaid interest or any
premium thereon or Additional Amount with respect thereto, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such
declaration such principal amount (or specified amount), together with any accrued but unpaid interest or any premium thereon or Additional Amount with respect thereto, shall become immediately due
and payable. If an Event of Default described in clause (5) or (6) of Section 501 shall occur, the principal amount of the Outstanding Securities of all series, together with any
accrued but unpaid interest or any premium thereon or Additional Amount with respect thereto, ipso facto shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder. 


27







 

        Notwithstanding
the foregoing to the extent elected by the Company, the sole remedy for an Event of Default relating to the failure by the Company to comply with the provisions of
Section 704 shall, for the first 120 days after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest ("Special Interest") on the
Securities at an annual rate equal to 0.50% of the principal amount of the Securities. Such Special Interest shall be paid semi-annually in arrears, with the first semi-annual
payment due on the first Interest Payment Date following the date on which such Special Interest began to accrue on the Securities. Special Interest shall accrue on all Outstanding Securities from and
including the date on which an Event of Default relating to a failure to comply with the provisions of Section 704 shall first occur to but not including the 120th day thereafter (or
such earlier date on which such Event of Default shall have been cured or waived). On such 120th day (or earlier, if the Event of Default relating to the failure to comply with
Section 704 is cured or waived prior to such 120th day), such Special Interest shall cease to accrue and, if the Event of Default relating to the failure to comply with
Section 704 shall not have been cured or waived prior to such 120th day, the Securities shall be subject to acceleration as provided in this Section 502. The provisions of this
paragraph shall not affect the rights of holders in the event of the occurrence of any other Event of Default. 


        If
the Company shall elect to pay Special Interest in connection with an Event of Default relating to its failure to comply with the requirements of Section 704, (1) the
Company shall notify all Holders and the Trustee and Paying Agent of such election in writing on or before the close of business on the date on which such Event of Default shall first occur, and
(2) all references herein to interest accrued or
payable as of any date shall include any Special Interest accrued or payable as of such date as provided in this Section 502. Upon the Company's failure to timely give such notice, the
Securities will be subject to acceleration as provided above in this Section 502. 


        At
any time after such a declaration of acceleration with respect to Securities of any series (or of all series, as the case may be) 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 (or of all
series, as the case may be), by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 



        (1)    the
Company has paid or deposited with the Trustee a sum sufficient to pay 




	(A)
	all
overdue interest on, and any Additional Amounts with respect to, all Securities of that series (or of all series, as the case may be),



	(B)
	the
principal of (and premium, if any, on) any Securities of that series (or of all series, as the case may be) which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefor in such Securities (in the case of Original Issue Discount Securities, the Securities' Yield to Maturity),



	(C)
	to
the extent that payment of such interest is lawful, interest upon overdue interest and any Additional Amounts at the rate or rates prescribed therefor in such Securities (in the
case of Original Issue Discount Securities, the Securities' Yield to Maturity), and



	(D)
	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 


        (2)    all
Events of Default with respect to Securities of that series (or of all series, as the case may be), other than the non-payment of the principal of
Securities of that series (or of all series, as the case may be) which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 




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


28









 










 




Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.  



The
Company covenants that if 


        (1)    default
is made in the payment of any installment of interest on, or any Additional Amounts with respect to, any Security of any series when such interest or Additional
Amounts shall have become due and payable and such default continues for a period of 30 days, or 


        (2)    default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, 




the
Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal (and premium, if any)
and interest and Additional Amounts and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any) and on any overdue interest
and Additional Amounts, at the rate or rates prescribed therefor in such Securities (or in the case of Original Issue Discount Securities, the Securities' Yield to Maturity), 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. 


        If
the Company 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 Company 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 Company 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 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. 


Section 504.  Trustee May File Proofs of Claim.  


        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal (or lesser amount in the
case of Original Issue Discount Securities) 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 Company for the payment of overdue principal (and premium, if any), interest or any Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or
otherwise, 



        (i)    to
file and prove a claim for the whole amount of principal (or lesser amount in the case of Original Issue Discount Securities) (and premium, if any) and interest and
any Additional Amounts 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 of the Holders allowed in such judicial proceeding, and 


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



29







 

and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder 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, 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 607. 


        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceedings; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official. 


Section 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons.  


        All
rights of action and claim under this Indenture or the Securities may be prosecuted and enforced by the Trustee without possession of any of the Securities 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 in
respect of which such judgment has been recovered. 


Section 506.  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), interest or any Additional Amounts, upon presentation of the Securities, 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 607;



	

	SECOND:
To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on and any Additional Amounts with respect to
the Securities 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 for principal (and premium, if any) interest and Additional Amounts, respectively; and



	

	THIRD:
The balance, if any, to the Person or Persons entitled thereto. 



        To
the fullest extent allowed under applicable law, if for the purpose of obtaining judgment against the Company in any court it is necessary to convert the sum due in respect of the
principal of (or premium, if any) or interest on or any Additional Amounts with respect to the Securities of any series (the "Required Currency") into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the New York Business Day next preceding that on which final judgment is given. Neither the Company nor the Trustee shall be liable for any shortfall nor shall it benefit
from any windfall in payments to Holders of Securities under this Section caused by a change in exchange rates between the time the amount of a judgment against it is calculated as above and the time
the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section to Holders of Securities, but payment of such judgment shall discharge all amounts owed by the
Company on the claim or claims underlying such judgment. 


30







 


Section 507.  Limitation on Suits.  


        Subject to Section 508, no Holder of any Security of any series 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 



        (1)    an
Event of Default with respect to Securities of such series shall have occurred and be continuing and such Holder has previously given written notice to the Trustee of
such continuing Event of Default; 


        (2)    the
Holders of not less than 25% 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; 


        (3)    such
Holder or Holders have offered to the Trustee such indemnity or security as it may reasonably require against the costs, expenses and liabilities to be incurred in
compliance with such request; 


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



        (5)    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 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.  


        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and (subject to Section 307) interest on and any Additional Amounts with respect to such Security on the Stated Maturity or Maturities expressed in such Security (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 or affected without the consent of such Holder. 


Section 509.  Restoration of Rights and Remedies.  


        If the Trustee or any Holder of any Security has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, then and in every such case the Company, the Trustee and the Holders shall, subject to any determination in such proceeding, 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 510.  Rights and Remedies Cumulative.  


        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders 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 


31







 



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 511.  Delay or Omission Not Waiver.  


        No delay or omission of the Trustee or of any Holder of any Securities 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 may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 


Section 512.  Control by Holders.  


        With respect to Securities of any series, the Holders of a majority in principal amount of the Outstanding Securities of such 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, relating to or arising under an Event
of Default described in clause (1), (2), (3) or (7) of Section 501, and with respect to all Securities the Holders of a majority in principal amount of all Outstanding
Securities shall have the right to direct the time, method and place of conducting any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, not relating to or
arising under such an Event of Default, provided that in each such case 



        (1)    such
direction shall not be in conflict with any rule of law or with this Indenture, and 



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




Section 513.  Waiver of Past Defaults.  


        The Holders of 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 waive
any past default hereunder with respect to such series and its consequences, and the Holders of a majority in principal amount of all Outstanding Securities may on behalf of the Holders of all
Securities waive any other past default hereunder and its consequences, except in each case a default 



        (1)    in
the payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with respect to, any Security, or 


        (2)    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
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 514.  Undertaking for Costs.  


        All parties to this Indenture agree, and each Holder of any Security by his 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 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 


32







 



any
suit instituted by the Company, 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 for the enforcement of the payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with
respect to, any Security 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 515.  Waiver of Stay or Extension Laws.  


        The Company covenants (to the extent that it may lawfully do so) that it will 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 Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

ARTICLE SIX
  
    THE TRUSTEE    
    



Section 601.  Certain Duties and Responsibilities.



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



        (1)    the
Trustee undertakes to perform 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 


        (2)    in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this 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 has occurred and is continuing with respect to the Securities of any series, the Trustee shall exercise 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 person 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 



        (1)    this
Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 


        (2)    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; 


        (3)    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 




33







 





principal
amount of the Outstanding Securities of any series or of all series, determined as provided in Section 512, 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 



        (4)    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 indemnity or security reasonably satisfactory to
it against such risk or liability is not 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. 




Section 602.  Notice of Defaults.  


        Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall give notice of such default
hereunder known to the Trustee to all Holders of Securities of such series in the manner provided in Section 107, unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium, if any) or interest on, or any Additional Amounts with respect to, any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith determines that the withholding of 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 501(4) 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, act or condition 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 603.  Certain Rights of Trustee.  


        Subject to the provisions of Section 601: 



        (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 Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of
Directors may 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 written 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; 



34







 

        (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
pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it 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 Company, personally or by agent or attorney; and 


        (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, except for any
Affiliates of the Trustee, 




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. 


Section 604.  Not Responsible for Recitals or Issuance of Securities.  



        The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities (including any documents related
to the offering and sale of the Securities). The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof. 


Section 605.  May Hold Securities.  


        The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Section 608 and Section 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. 


Section 606.  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 Company. 


Section 607.  Compensation and Reimbursement.  


        The
Company agrees 



        (1)    to
pay to the Trustee from time to time 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); 


        (2)    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 compensation and the reasonable 



35







 




expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 



        (3)    to
indemnify the Trustee and each of its directors, officers, employees, agents and/or representatives for, and to hold each of them harmless against, any loss,
liability or expense incurred without negligence or bad faith on each of their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including
the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of the Trustee's powers or duties hereunder. 




        As
security for the performance of the obligations of the Company 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, or any Additional Amounts with respect to, particular Securities. 


        Any
expenses and compensation for any services rendered by the Trustee after the occurrence of an Event of Default specified in clause (5) or (6) of Section 501
shall constitute expenses and compensation for services of administration under all applicable federal or state bankruptcy, insolvency, reorganization or other similar laws. 



        The
provisions of this Section shall survive the termination of this Indenture. 


Section 608.  Disqualification; Conflicting Interests.  



        (a)    If
the Trustee has or shall acquire any conflicting interest, as defined in this Section, with respect to the Securities of any series, it shall, within 90 days
after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign with respect to the Securities of that series in the manner and with the effect
hereinafter specified in this Article. 


        (b)    In
the event that the Trustee shall fail to comply with the provisions of Subsection (a) of this Section with respect to the Securities of any series, the Trustee
shall, within 10 days after the expiration of such 90-day period, transmit by mail to all Holders of Securities of that series, as their names and addresses appear in the Security
Register, notice of such failure. 


        (c)    For
the purposes of this Section, the term "conflicting interest" shall have the meaning specified in Section 310(b) of the Trust Indenture Act and the Trustee
shall comply with Section 310(b) of the Trust Indenture Act; provided that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act with respect to the
Securities of any series any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if the requirements
for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met. For purposes of the preceding sentence, the optional provision permitted by the second sentence of
Section 310(b)(9) of the Trust Indenture Act shall be applicable. 




Section 609.  Corporate Trustee Required; Eligibility.  


        There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or 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 the Trustee shall 


36







 



cease
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. 


        The
Indenture shall always have a Trustee who satisfies the requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the Trust Indenture Act. 


Section 610.  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 611. 


        (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 Company. If the instrument of acceptance
by a successor Trustee required by Section 611 shall not have been delivered to the resigning 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 to the Company. 


        (d)    If
at any time: 



        (1)    the
Trustee shall fail to comply with Section 608(a) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security
for at least six months, or 


        (2)    the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder of
Securities, or 


        (3)    the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take 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 Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to
Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, 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 shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company,
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 such
successor Trustee or Trustees shall comply with the applicable requirements of Section 611. If no successor Trustee with respect to the Securities of any series shall have been so appointed by
the Company and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of
himself 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. 



37







 

        (f)    The
Company 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 Securities of such series as their names and
addresses appear in the Security Register. 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 611.  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 Company and to the retiring Trustee an instrument accepting such appointment, and 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 Company 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. 


        (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 Company, 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
Company 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 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 Company 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. 



38









 










 




Section 612.  Merger, Conversion, Consolidation or Succession to Business.  


        Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be 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 613.  Preferential Collection of Claims Against Company.  


        The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 


Section 614.  Appointment of Authenticating Agent.  


        The Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon
original issue and upon exchange, registration of transfer or partial redemption or pursuant to Section 306, 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 Company 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 having a combined capital and surplus of not less than $50,000,000 or equivalent amount expressed in a foreign currency and subject to supervision or
examination by Federal or State or District of Columbia authority or authority of such country. If such Authenticating Agent 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 Authenticating Agent 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 shall cease 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, provided such corporation shall be 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 Company. 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 Company. Upon receiving such a 


39







 



notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease 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 Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and
addresses appear in the Security Register. 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
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607. 


        If
an appointment is made pursuant to this Section, the Securities 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. 



	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
 as Trustee
	

 	
 	

By:	

 as Authenticating Agent
	

 	
 	

By:	

 Authorized Signatory"
	

 	
 	

 	

 





        Notwithstanding
any provision of this Section 614 to the contrary, if at any time any Authenticating Agent appointed hereunder with respect to any series of Securities shall not
also be acting as the Security Registrar hereunder with respect to any series of Securities, then, in addition to all other duties of an Authenticating Agent hereunder, such Authenticating Agent shall
also be obligated: (i) to furnish to the Security Registrar promptly all information necessary to enable the Security Registrar to maintain at all times an accurate and current Security
Register; and (ii) prior to authenticating any Security denominated in a foreign currency, to ascertain from the Company the units of such foreign currency that are required to be determined by
the Company pursuant to Section 302. 


 
 

ARTICLE SEVEN
  
    HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY    
    



Section 701.  Company to Furnish Trustee Names and Addresses of Holders.  


        With respect to each series of Securities, the Company will furnish or cause to be furnished to the Trustee: 



        (a)    semi-annually,
not more than 15 days after each Regular Record Date relating to that series (or, if there is no Regular Record Date relating to that
series, on January 1 and July 1) a 



40







 

list,
in such form as the Trustee may reasonably require, of the names and addresses of the Holders of that series as of such dates, and 


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




provided,
that so long as the Trustee is the Security Registrar, the Company shall not be required to furnish or cause to be furnished such a list to the Trustee. The Company shall otherwise comply
with Section 312(a) of the Trust Indenture Act. 


Section 702.  Preservation of Information; Communications to Holders.  



        (a)    The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of each series contained in the most recent list
furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of each series received by the Trustee in its capacity as Security Registrar, if applicable. The
Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The Trustee shall otherwise comply with Section 310(a) of the Trust
Indenture Act. 


        (b)    Holders
of Securities may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture
or under the Securities. 


        (c)    Every
Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 702(b), 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 702(b). The Company, the Trustee, the Security Registrar and any other Person shall have the protection of Section 312(c) of the Trust Indenture
Act. 




Section 703.  Reports by Trustee.  



        (a)    Within
60 days after May 15 of each year after the execution of this Indenture, the Trustee shall transmit by mail to Holders a brief report dated as of
such May 15 that complies with Section 313(a) of the Trust Indenture Act. 


        (b)    The
Trustee shall comply with Section 313(b) of the Trust Indenture Act. 


        (c)    Reports
pursuant to this Section shall be transmitted by mail as required by Sections 313(c) and 313(d) of the Trust Indenture Act: 



        (1)    to
all Holders of Securities, as the names and addresses of such Holders appear in the Security Register; 


        (2)    to
such Holders of Securities as have, within the two years preceding such transmissions, filed their names and addresses with the Trustee for that purpose; and 



        (3)    except
in the case of reports pursuant to Subsection (b) of this Section, to each Holder of a Security whose name and address is preserved at the time by the
Trustee, as provided in Section 702(a). 




        (d)    A
copy of each report pursuant to Subsection (a) or (b)of this Section 703 shall, at the time of its transmission to Holders, be filed by the Trustee with
each stock exchange upon which 



41







 

any
Securities are listed, with the Commission and with the Company. The Company will notify the Trustee in writing when any Securities are listed on any stock exchange. 




Section 704.  Reports by Company.  


        For so long as any Securities are outstanding, if the Company is subject to the periodic reporting requirements of the Exchange Act, the Company shall file with
the Commission and furnish to the Trustee (unless such reports are available on the Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system or any successor thereto), within the
time periods specified in the Commission's rules and regulations: 



        (1)    all
quarterly and annual reports on Forms 10-Q and 10-K required to be filed by companies that are subject to the periodic reporting
requirements of the Exchange Act; and 


        (2)    all
current reports on Form 8-K required to be filed by companies that are subject to the periodic reporting requirements of the Exchange Act. 




Each
annual report on Form 10-K shall include a report on the Company's consolidated financial statements by the Company's certified independent accountants. In addition, the
Company shall post a copy of each of the reports referred to in clauses (1) and (2) above on its website for public availability as soon as reasonably practicable after such reports are
filed with the Commission. 


        If,
at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue to prepare the
financial statements and a "Management's Discussion and Analysis of Financial Condition and Results of Operations" substantially similar to that which would have been required to be included in each
of the reports specified in clause (1) of the preceding paragraph of this section had the Company been subject to such Exchange Act reporting requirements (with all such financial statements
prepared in accordance with Regulation S-X promulgated by the Commission and all such annual financial statements including a report thereon from the Company's certified independent
accountants) and post copies thereof to the Company's website for public availability within the time periods that would have been applicable to filing such reports with the Commission in the rules
and regulations applicable to such reports if the Company had been required to file those reports with the Commission; provided,  however, that if the
Company is no longer subject to the periodic reporting requirements of the Exchange Act, the Company will not be required to comply
with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e)
of Regulation S-K (with respect to any non-GAAP financial measures contained therein). 


        Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Company's compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates). 


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ARTICLE EIGHT
  
    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE    
    


Section 801.  Company May Consolidate, Etc., Only on Certain Terms.  



        The Company shall not convert into or consolidate, amalgamate, merge or enter into a scheme of arrangement with or into any other Person or sell, convey, transfer
or lease all or substantially all of its properties and assets to any Person, unless: 



        (1)    Either
(a) the Company is the surviving corporation or (b) the Person or entity formed by or surviving any such conversion, consolidation, amalgamation,
merger or scheme of arrangement (if other than the Company) or the Person or entity to which such sale, conveyance, lease or transfer is made (i) shall expressly assume by an indenture
supplemental hereto, in form satisfactory to the Trustee, executed and delivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on and any
Additional Amounts with respect to all of the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed, and (ii) is organized
under the laws of a country that is a member of the Organisation for Economic Co-operation and Development including the United States or any state thereof (including the District of
Columbia); provided that, unless such Person referred to in clause (b) is a corporation, a corporate co-issuer of the securities will
be added to the applicable indenture by agreements reasonably satisfactory to the Trustee; 


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


        (3)    the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such conversion, consolidation, amalgamation,
merger, scheme of arrangement, sale, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 




Section 802.  Successor Person Substituted.  


        Upon any conversion into or consolidation, amalgamation or entering into a scheme of arrangement by the Company with, or merger by the Company into, any other
Person or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets (on a consolidated basis) of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation, amalgamation or scheme of arrangement or into which the Company is merged or converted or to which such sale, conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein, and thereafter, except in the case of such lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 


43







 
 
 

ARTICLE NINE
  
    SUPPLEMENTAL INDENTURES    
    


Section 901.  Supplemental Indentures Without Consent of Holders.  


        Without the consent of any Holders, the Company, 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 of the following purposes: 



        (1)    to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 


        (2)    to
add to the covenants of the Company 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), to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee or otherwise secure any series of the Securities or to surrender any right or power herein conferred upon the Company; or 



        (3)    to
add any additional Events of Default with respect to all or any series of the Securities (and, if such Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable) ; or 


        (4)    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 adversely affected by such change in or elimination of such provision; or 



        (5)    to
establish the form or terms of Securities of any series as permitted by Section 201 and Section 301; or 


        (6)    to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance or satisfaction and discharge of any
series of Securities pursuant to Section 401; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities of such series or any other series of
Securities in any material respect; or 


        (7)    to
evidence or provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series 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 611(b); or 


        (8)    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 such other provisions as may be made shall not adversely affect the interests of the Holders of Securities of any
series in any material respect; 



        (9)    to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or
elimination (A) shall neither (i) apply to
any security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provisions nor (ii) modify the rights of the Holder of any such
Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or 



44







 

        (10)    to
secure the Securities of any series; or 


        (11)    to
comply with any requirement in order to effect or maintain qualification of this Indenture under the Trust Indenture Act. 




Section 902.  Supplemental Indentures With Consent of Holders.  


        With the consent of the Holders of 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 Company and the Trustee, the Company, 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 of modifying in any manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 



        (1)    change
the Stated Maturity of the principal of, any premium payable upon redemption thereof or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon, any Additional Amounts with respect thereto or any premium payable upon the redemption thereof, or change any obligation of the Company to
pay Additional Amounts (except as contemplated by Section 801(1)) and permitted by Section 901(1)), 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 502, or change any Place of Payment where, or the coin or currency or currencies
(including composite currencies) in which, any Security or any premium or any interest thereon or Additional Amounts with respect thereto 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), or 



        (2)    reduce
the percentage in principal amount of Outstanding Securities, 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 


        (3)    modify
any of the provisions of this Section, Section 512 or Section 1106, except to increase any such percentage or to provide with respect to any
particular series the right to condition the effectiveness of any supplemental indenture as to that series on the consent of the Holders of a specified percentage of the aggregate principal amount of
Outstanding Securities of such series (which provision may be made pursuant to Section 301 without the consent of any Holder) 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, however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements
of Section 611(b) and Section 901(7). 




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. 


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        It
shall not be necessary for any Act of Holders 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. 


Section 903.  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 601) 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 904.  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 shall be bound thereby. 



Section 905.  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 906.  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 Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series. 


 
 

ARTICLE TEN
  
    COVENANTS    
    


Section 1001.  Payment of Principal, Premium and Interest.  


        The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any),
interest on and any Additional Amounts with
respect to the Securities of that series in accordance with the terms of the Securities and this Indenture. 


Section 1002.  Maintenance of Office or Agency.  


        The Company will 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 Company in respect of the Securities
of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in 


46







 



the
location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail 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. 


        The
Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. 


Section 1003.  Money for Securities Payments to be Held in Trust.  


        If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, before 10:00 a.m., Houston, Texas time, on
each due date of the principal of (and premium, if any) or interest on or any Additional Amounts with respect to any of the Securities of that 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 or any Additional Amounts so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 


        Whenever
the Company shall have one or more Paying Agents for any series of Securities, the Company will, before 10:00 a.m., Houston, Texas time, on each due date of the principal
of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee in writing of its action or failure so to act. 


        The
Company will cause each Paying Agent for any series of Securities 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 will: 



        (1)    hold
all sums held by it for the payment of the principal of (and premium, if any), interest on or any Additional Amounts with respect to Securities of that 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; 


        (2)    give
the Trustee notice of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium,
if any), interest on or any Additional Amounts with respect to the Securities of that series; and 



        (3)    at
any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying
Agent. 




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


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        Any
money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on or any Additional
Amounts with respect to any Security of any series and remaining unclaimed for three years after such principal (and premium, if any) or interest or Additional Amounts have become due and payable
shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying
Agent with respect to such trust money, and all liability of the Company 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 Company cause to be published once, in an Authorized Newspaper in The Borough of Manhattan, The City of New York and in such other Authorized
Newspapers as the Trustee shall deem appropriate, 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 will, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be repaid to the
Company. 


Section 1004.  Existence.  


        Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. 


Section 1005.  Statement by Officers as to Default.  


        The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof so long as any
Security is outstanding hereunder, an Officers' Certificate complying with Section 314(a) of the Trust Indenture Act, stating that a review of the activities of the Company during such year and
of performance under this Indenture has been made under the supervision of the signers thereof and whether or not, to the best of their knowledge based upon such review, the Company is in default in
the performance, observance or fulfillment of any of its covenants and other obligations under this Indenture, and if the Company shall be in default, specifying each such default known to them and
the nature and status thereof. One of the officers signing the Officers' Certificate delivered pursuant to this Section 1005 shall be the principal executive, financial or accounting officer of
the Company. 


        For
purposes of this Section, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. 


48









 










 




Section 1006.  Waiver of Certain Covenants.  



        The Company may omit in any particular instance to comply with any covenant or condition set forth in Section 1004, or any covenant added for the benefit
of any series of Securities as contemplated by Section 301 (unless otherwise specified pursuant to Section 301) if before or after the time for such compliance the Holders of a majority
in principal amount of the Outstanding Securities of all series affected by such omission (acting as one class) 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 Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. 


Section 1007.  Additional Amounts.  


        If the Securities of a series expressly provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series
Additional Amounts as expressly provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any
Security of any series or the net proceeds received from 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 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 Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such 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 will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company shall furnish the Trustee
and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment
of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series 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
Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to such Paying Agent the Additional
Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this
Section 1007. 


Section 1008.  Limitation on Liens.  


        The Company will not, nor will it permit any of its Subsidiaries to, incur, create, assume or suffer to exist any Lien on any Principal Property or any securities
or indebtedness of any Subsidiary that owns or leases any Principal Property (whether such Principal Property, securities or indebtedness are now existing or owned or subsequently created or acquired)
to secure any Indebtedness, without effectively providing that all of the Securities Outstanding hereunder shall be secured equally and 


49







 



ratably
with or prior to such secured Indebtedness until such time as such Indebtedness is no longer secured by a Lien. This restriction shall not apply to: 



        (1)    Liens
existing on, or provided for under the terms of agreements existing on, the date that any Securities are issued under this Indenture; 



        (2)    Liens
on property, shares of stock, indebtedness or other assets existing at the time of acquisition thereof (including Liens on any property, shares of stock,
indebtedness or other assets acquired from or held by a Person which is consolidated or amalgamated with, or merged with or into, the Company or a Subsidiary of the Company) and Liens on property,
shares of stock, indebtedness or other assets existing at the time any Person becomes a Subsidiary of the Company that are not incurred in anticipation of such Person becoming a Subsidiary of the
Company; 


        (3)    Liens
on property acquired, constructed, altered or improved by the Company or any of its Subsidiaries after the date of this Indenture which are created or assumed
contemporaneously with, or within one year after, such acquisition (or in the case of property constructed, altered or improved, after the completion and commencement of commercial operation of such
property, whichever is later) to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction, alteration or improvement, it being understood
that if a commitment for such a financing is obtained prior to or within such one year period, the applicable Lien shall be deemed to be included in this clause (3) whether or not such Lien is
created within such one year period; provided that in the case of any such construction, alteration or improvement the Lien shall not apply to any property theretofore owned by the Company or any of
its Subsidiaries other than (i) the property so
altered or improved and (ii) any theretofore unimproved real property on which the property so constructed or altered, or the improvement, is located; 


        (4)    Liens
in favor of the Company or any of its Subsidiaries; 


        (5)    Liens
on any current assets that secure current liabilities; 


        (6)    Liens
in favor of the United States or any state, territory or possession thereof (or the District of Columbia), any foreign country or any department, agency,
instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payments pursuant to any contract or statute; 


        (7)    Liens
to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing, developing, repairing or
improving the property subject to such Liens, including without limitation, Liens to secure Indebtedness of the pollution control or industrial revenue bond type; 


        (8)    Liens
to secure Indebtedness issued or guaranteed by the United States or any state, territory or possession thereof (or the District of Columbia), any foreign country
or any department, agency or instrumentality of any such jurisdiction; 


        (9)    Permitted
Liens; and 


        (10)  Liens
to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements), in whole
or in part, of any Lien referred to in the foregoing clauses (1) through (9); provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount
of Indebtedness so secured at the time of such refinancing, refunding, extension, renewal or replacement (plus the aggregate amount of premiums, other payments, costs and expenses related to such
refinancing, refunding, extension, renewal or replacement), and that such refinancing, refunding, extension, renewal or replacement shall be limited to all or a part of the property which secured the
Lien so refinanced, refunded, extended, renewed or replaced (plus improvements on such property). 



50







 

Notwithstanding
the foregoing provisions of this Section 1008 or Section 1009, the Company and any of its Subsidiaries may incur, issue, assume or guarantee Indebtedness secured by a
Lien not otherwise permitted by this Indenture, or may enter into Sale-Leaseback Transactions without complying with Section 1009, or enter into a combination of such transactions,
in an aggregate amount which, together with all other such secured Indebtedness then outstanding and together with the aggregate amount of Attributable Indebtedness of the Company and its Subsidiaries
deemed to be outstanding in respect of all Sale-Leaseback Transactions (to the extent not included in Indebtedness secured by Liens not otherwise permitted by this Indenture and excluding
any Sale-Leaseback Transactions the proceeds of which have been applied in accordance with clause (b) of Section 1009) does not exceed 15% of Consolidated Net Tangible
Assets. 



Section 1009.  Restriction on Sale-Leaseback Transactions.  


        The Company shall not, and shall not permit any of its Subsidiaries to, enter into any Sale-Leaseback Transaction with respect to any Principal
Property unless: 



        (a)    at
the time of entering into such Sale-Leaseback Transaction, the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien on the
Principal Property subject to such Sale-Leaseback Transaction in a principal amount at least equal to the Attributable Indebtedness with respect to such Sale-Leaseback
Transaction pursuant to Section 1008 without equally and ratably securing the Securities pursuant to such Section; or 



        (b)    within
12 months after the effective date of such Sale-Leaseback Transaction, the Company or its Subsidiary, as the case may be, applies an amount
equal to not less than the Attributable Indebtedness with respect to such Sale-Leaseback Transaction either to: 



        (1)    the
voluntary defeasance or the prepayment, repayment, redemption or retirement of senior or pari passu Indebtedness of the Company; 


        (2)    the
acquisition, construction, development or improvement of any Principal Property used or useful in the business of the Company and its Subsidiaries; or 



        (3)    any
combination of applications referred to in clauses (1) and (2) above. 




 
 

ARTICLE ELEVEN
  
    REDEMPTION OF SECURITIES    
    


Section 1101.  Applicability of Article.  



        Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance with this Article. 


Section 1102.  Election to Redeem; Notice to Trustee.  


        Unless otherwise provided with respect to the Securities of a series as contemplated by Section 301, the election of the Company to redeem any Securities
shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of less than all the Securities of any series, the Company shall, a reasonable period prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee 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 prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. 


51







 

        Any
notice may be cancelled at any time prior to the mailing of that notice of redemption to any Holder of any Security of that Series and shall thereupon be void and of no effect. 


Section 1103.  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 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 or of the principal amount of global Securities of such series. 


        The
Trustee shall promptly notify the Company and the Security Registrar 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 1104.  Notice of Redemption.  


        Notice of redemption shall be given in the manner provided in Section 107 to each Holder 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: 



        (1)    the
Redemption Date; 


        (2)    the
Redemption Price (or, if the Redemption Price is not determinable when the notice of redemption is given, then the method of calculating it); 


        (3)    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; 


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


        (5)    the
place or places where such Securities are to be surrendered for payment of the Redemption Price; 


        (6)    that
the redemption is for a sinking fund, if such is the case; and 


        (7)    the
"CUSIP" number, if applicable. 




        A
notice of redemption as contemplated by Section 107 need not identify particular Securities to be redeemed. Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. 


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Section 1105.  Deposit of Redemption Price.  


        On or before 10:00 a. m., Houston, Texas time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall
be an Interest Payment Date) accrued interest on, and any Additional Amounts with respect to, all the Securities which are to be redeemed on that date. 



Section 1106.  Securities Payable on Redemption Date.  


        Notice of redemption having been given as aforesaid, 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 Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest (and any Additional Amounts) to the Redemption Date; provided, however, that installments of interest 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 307. 


        If
any Security called for redemption shall not be 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 or, in the case of Original Issue Discount Securities, the Securities' Yield to Maturity. 



Section 1107.  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 Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the
Company 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 and Stated Maturity, 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. 


Section 1108.  Purchase of Securities.  


        Unless otherwise specified as contemplated by Section 301, the Company and any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such Securities. Any
Securities purchased or acquired by the Company may be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section 309 shall
apply to all Securities so delivered. 


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ARTICLE TWELVE
  
    SINKING FUNDS    
    



Section 1201.  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 301 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." Unless otherwise provided 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 1202. 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 1202.  Satisfaction of Sinking Fund Payments with Securities.  


        The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption), and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the Company 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 payment shall be reduced accordingly. 


Section 1203.  Redemption of Securities for Sinking Fund.  


        Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to each sinking fund payment date for any series of Securities,
the Company will 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 delivery of or by crediting Securities of that series pursuant to
Section 1202 and will 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 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Section 1106 and Section 1107. 


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ARTICLE THIRTEEN
  
    MEETINGS OF HOLDERS OF SECURITIES    
    


Section 1301.  Purposes for Which Meetings May Be Called.  


        A meeting of Holders of Securities of any or all 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 1302.  Call, Notice and Place of Meetings.  



        (a)    The
Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1301, to be held at such time and at such
place in Houston, Texas or in New York, New York, or in any other location, as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and
the 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 107, not less than 20 nor more than
180 days prior to the date fixed for the meeting. 


        (b)    In
case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Outstanding Securities of any
series, shall have requested the Trustee for any such series to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1301, 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 30 days after receipt
of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company 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 Houston, Texas or in New York, New York, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in
Subsection (a) of this Section and shall provide a copy to the Trustee. 




Section 1303.  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 Company and its counsel. 


Section 1304.  Quorum; Action.  


        The Persons entitled to vote a majority in aggregate 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 


55







 



meeting.
Subject to Section 1305(d), notice of the reconvening of any adjourned meeting shall be given as provided in Section 1302(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 that Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series shall constitute a quorum. 


        Except
as limited by the first proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be
adopted by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the first proviso
to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent or waiver which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage that is less than a majority in aggregate 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 aggregate principal amount of the Outstanding Securities of that series. 


        Except
as limited by the first proviso to Section 902, 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, whether or not present or represented at the meeting. 



Section 1305.  Determination of Voting Rights; Conduct and Adjournment of Meetings.  



        (a)    The
holding of Securities shall be proved in the manner specified in Section 105 and the appointment of any proxy shall be proved in the manner specified in
Section 105. 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 105
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 Company or by Holders of
Securities as provided in Section 1302(b), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall 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 aggregate 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 and each proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of
such series held or represented by him; provided, however, 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 as a proxy. 


        (d)    Any
meeting of Holders of Securities of any series duly called pursuant to Section 1302 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in aggregate 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 1306.  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 


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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 duplicate of all votes cast at the meeting. A record, at least in duplicate, 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 such 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 such notice was given as provided in Section 1302 and, if applicable, Section 1304. 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 Company, 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. 


*
* * 


        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. 


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



	 	 	CAMERON INTERNATIONAL CORPORATION
	

 	
 	
By:	

 Name:

Title:
	

 	
 	

 	

 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	

 	
 	
By:	

 Name: John C. Stohlmann

Title: Vice President




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Exhibit 4.1


CAMERON INTERNATIONAL CORPORATION

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

TRUSTEE

INDENTURE

DATED AS OF

JUNE , 2008

DEBT SECURITIES (SENIOR DEBT)


Cameron International Corporation

Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of June , 2008



TABLE OF CONTENTS


RECITALS OF THE COMPANY

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


ARTICLE TWO SECURITY FORMS

ARTICLE THREE THE SECURITIES


ARTICLE FOUR SATISFACTION AND DISCHARGE; DEFEASANCE

ARTICLE FIVE REMEDIES


ARTICLE SIX THE TRUSTEE


ARTICLE SEVEN HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

ARTICLE NINE SUPPLEMENTAL INDENTURES

ARTICLE TEN COVENANTS


ARTICLE ELEVEN REDEMPTION OF SECURITIES

ARTICLE TWELVE SINKING FUNDS

ARTICLE THIRTEEN MEETINGS OF HOLDERS OF SECURITIES