exv4w1



 





Exhibit 4.1




 

 






Execution Copy



Anheuser-Busch Companies, Inc.



to



The Bank of New York Trust Company, N.A.



Trustee




 




Indenture




Dated as of October 1, 2007




 





Debt Securities 




 

 





















 





CROSS REFERENCE SHEET




between

The Indenture

and

The Trust Indenture Act of 1939




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§310(a)(1)
	 	609
	(a)(2)
	 	609
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(a)(5)
	 	609
	(b)
	 	608, 610
	(c)
	 	Not Applicable
	§311(a)
	 	Not Applicable
	(b)
	 	Not Applicable
	(c)
	 	Not Applicable
	§312 (a)
	 	701, 702(a)
	(b)
	 	702(b)
	(c)
	 	702(c)
	§313 (a)
	 	703(a)
	(b)
	 	Not Applicable
	(c)
	 	703(a), 703(b)
	(d)
	 	703(b)
	§314 (a)
	 	704, 1104
	(b)
	 	Not Applicable
	(c)(1)
	 	102
	(c)(2)
	 	102
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	102
	(f)
	 	Not Applicable
	§315 (a)
	 	601(a)
	(b)
	 	602, 703
	(c)
	 	601(b)
	(d)
	 	601(c)
	(d)(1)
	 	601(a)
	(d)(2)
	 	601(c)(2)
	(d)(3)
	 	601(c)(3)
	(e)
	 	514
	§316(a)(1)(A)
	 	502, 512
	(a)(1)(B) 
	 	513
	(a)(2) 
	 	Not Applicable
	(b)
	 	508
	(c)
	 	104(e)
	§317(a)(1)
	 	503
	(a)(2) 
	 	504
	(b)
	 	1003
	§318 (a)
	 	107





NOTE: This cross reference sheet shall not, for any purpose, be deemed to be a part
of the Indenture.




i









 









TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE ONE 3⁄4 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 101. Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 102. Compliance Certificates and Opinions
	 	 	8	 
	 
	 	 	 	 
	Section 103. Form of Documents Delivered to Trustee
	 	 	9	 
	 
	 	 	 	 
	Section 104. Acts of Holders
	 	 	9	 
	 
	 	 	 	 
	Section 105. Notices, etc., to Trustee and Company
	 	 	10	 
	 
	 	 	 	 
	Section 106. Notices to Holders; Waiver
	 	 	10	 
	 
	 	 	 	 
	Section 107. Conflict with Trust Indenture Act
	 	 	10	 
	 
	 	 	 	 
	Section 108. Effect of Headings and Table of Contents
	 	 	10	 
	 
	 	 	 	 
	Section 109. Successors and Assigns
	 	 	11	 
	 
	 	 	 	 
	Section 110. Separability Clause
	 	 	11	 
	 
	 	 	 	 
	Section 111. Benefits of Indenture
	 	 	11	 
	 
	 	 	 	 
	Section 112.
Governing Law and Waiver of Trial by Jury
	 	 	11	 
	 
	 	 	 	 
	Section 113. Legal Holidays
	 	 	11	 
	 
	 	 	 	 
	Section 114. Act of Holders when Securities are Denominated in Different Currencies
	 	 	11	 
	 
	 	 	 	 
	Section 115. Monies of Different Currencies to be Segregated
	 	 	12	 
	 
	 	 	 	 
	Section 116. Payment to be in Proper Currency
	 	 	12	 
	 
	 	 	 	 
	ARTICLE TWO3⁄4SECURITY FORMS
	 	 	12	 
	 
	 	 	 	 
	Section 201. Forms Generally
	 	 	12	 
	 
	 	 	 	 
	Section 202. Form of Face of Security
	 	 	13	 
	 
	 	 	 	 
	Section 203. Form of Trustee’s Certificate of Authentication
	 	 	15	 
	 
	 	 	 	 
	Section 204. Form of Reverse of Security
	 	 	15	 
	 
	 	 	 	 
	ARTICLE THREE3⁄4THE SECURITIES
	 	 	17	 
	 
	 	 	 	 
	Section 301. Title and Terms
	 	 	17	 
	 
	 	 	 	 
	Section 302. Denominations
	 	 	19	 






ii









 







	 	 	 	 	 
	Section 303. Execution, Authentication, Delivery and Dating
	 	 	19	 
	 
	 	 	 	 
	Section 304. Temporary Securities
	 	 	20	 
	 
	 	 	 	 
	Section 305. Global Securities
	 	 	21	 
	 
	 	 	 	 
	Section 306. Registration, Registration of Transfer and Exchange
	 	 	22	 
	 
	 	 	 	 
	Section 307. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	23	 
	 
	 	 	 	 
	Section 308. Payment of Interest; Interest Rights Preserved
	 	 	24	 
	 
	 	 	 	 
	Section 309. Persons Deemed Owners
	 	 	25	 
	 
	 	 	 	 
	Section 310. Cancellation
	 	 	25	 
	 
	 	 	 	 
	ARTICLE FOUR3⁄4SATISFACTION AND DISCHARGE
	 	 	25	 
	 
	 	 	 	 
	Section 401. Satisfaction and Discharge of Indenture
	 	 	25	 
	 
	 	 	 	 
	Section 402. Application of Trust Money
	 	 	26	 
	 
	 	 	 	 
	ARTICLE FIVE3⁄4REMEDIES
	 	 	27	 
	 
	 	 	 	 
	Section 501. Events of Default
	 	 	27	 
	 
	 	 	 	 
	Section 502. Acceleration of Maturity; Rescission and Annulment
	 	 	28	 
	 
	 	 	 	 
	Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	29	 
	 
	 	 	 	 
	Section 504. Trustee May File Proofs of Claim
	 	 	30	 
	 
	 	 	 	 
	Section 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	30	 
	 
	 	 	 	 
	Section 506. Application of Money Collected
	 	 	31	 
	 
	 	 	 	 
	Section 507. Limitation on Suits
	 	 	31	 
	 
	 	 	 	 
	Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	32	 
	 
	 	 	 	 
	Section 509. Restoration of Rights and Remedies
	 	 	32	 
	 
	 	 	 	 
	Section 510. Rights and Remedies Cumulative
	 	 	32	 
	 
	 	 	 	 
	Section 511. Delay or Omission Not Waiver
	 	 	32	 
	 
	 	 	 	 
	Section 512. Control by Holders
	 	 	32	 
	 
	 	 	 	 
	Section 513. Waiver of Past Defaults
	 	 	33	 






iii









 






	 	 	 	 	 
	Section 514. Undertaking for Cost
	 	 	33	 
	 
	 	 	 	 
	Section 515. Waiver of Stay or Extension Laws
	 	 	33	 
	 
	 	 	 	 
	Section 516. Exemption from Individual Liability
	 	 	34	 
	 
	 	 	 	 
	ARTICLE SIX3⁄4THE TRUSTEE
	 	 	34	 
	 
	 	 	 	 
	Section 601. Certain Duties and Responsibilities
	 	 	34	 
	 
	 	 	 	 
	Section 602. Notice of Defaults
	 	 	35	 
	 
	 	 	 	 
	Section 603. Certain Rights of Trustee
	 	 	35	 
	 
	 	 	 	 
	Section 604. Not Responsible for Recitals or Issuance of Securities
	 	 	36	 
	 
	 	 	 	 
	Section 605. May Hold Securities
	 	 	36	 
	 
	 	 	 	 
	Section 606. Money Held in Trust
	 	 	36	 
	 
	 	 	 	 
	Section 607. Compensation and Reimbursement
	 	 	37	 
	 
	 	 	 	 
	Section 608. Disqualification; Conflicting Interests
	 	 	37	 
	 
	 	 	 	 
	Section 609. Corporate Trustee Required; Eligibility
	 	 	37	 
	 
	 	 	 	 
	Section 610. Resignation and Removal; Appointment of Successor
	 	 	37	 
	 
	 	 	 	 
	Section 611. Acceptance of Appointment by Successor
	 	 	39	 
	 
	 	 	 	 
	Section 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	40	 
	 
	 	 	 	 
	ARTICLE SEVEN3⁄4HOLDERS’ 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
	 	 	40	 
	 
	 	 	 	 
	Section 703. Reports by Trustee
	 	 	41	 
	 
	 	 	 	 
	Section 704. Reports by Company
	 	 	41	 
	 
	 	 	 	 
	ARTICLE EIGHT3⁄4CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	42	 
	 
	 	 	 	 
	Section 801. Company May Consolidate, etc., only on Certain Terms
	 	 	42	 
	 
	 	 	 	 
	Section 802. Successor Corporation Substituted
	 	 	43	 
	 
	 	 	 	 
	Section 803. Evidence to be Furnished Trustee
	 	 	43	 






iv









 







	 	 	 	 	 
	ARTICLE NINE3⁄4SUPPLEMENTAL INDENTURES
	 	 	43	 
	 
	 	 	 	 
	Section 901. Supplemental Indentures without Consent of Holders
	 	 	43	 
	 
	 	 	 	 
	Section 902. Supplemental Indentures with Consent of Holders
	 	 	44	 
	 
	 	 	 	 
	Section 903. Execution of Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 
	Section 904. Effect of Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 
	Section 905. Conformity with Trust Indenture Act
	 	 	45	 
	 
	 	 	 	 
	Section 906. Reference in Securities to Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 
	ARTICLE TEN3⁄4COVENANTS
	 	 	45	 
	 
	 	 	 	 
	Section 1001. Payment of Principal, Premium and Interest
	 	 	45	 
	 
	 	 	 	 
	Section 1002. Maintenance of Office or Agency
	 	 	45	 
	 
	 	 	 	 
	Section 1003. Money for Security Payments to be Held in Trust; Appointment of Paying Agent
	 	 	46	 
	 
	 	 	 	 
	Section 1004. Statement as to Default
	 	 	47	 
	 
	 	 	 	 
	Section 1005. Corporate Existence
	 	 	47	 
	 
	 	 	 	 
	Section 1006. Limitation upon Liens
	 	 	47	 
	 
	 	 	 	 
	Section 1007. Sale-Leaseback Transactions Relating to Principal Plants
	 	 	49	 
	 
	 	 	 	 
	Section 1008. Limitation Upon Funded Debt of Restricted Subsidiaries
	 	 	51	 
	 
	 	 	 	 
	Section 1009. Maintenance of Insurance
	 	 	51	 
	 
	 	 	 	 
	Section 1010. Waiver of Certain Covenants
	 	 	52	 
	 
	 	 	 	 
	ARTICLE ELEVEN3⁄4REDEMPTION OF SECURITIES
	 	 	52	 
	 
	 	 	 	 
	Section 1101. Right of Redemption
	 	 	52	 
	 
	 	 	 	 
	Section 1102. Applicability of Article
	 	 	52	 
	 
	 	 	 	 
	Section 1103. Election to Redeem; Notice to Trustee
	 	 	52	 
	 
	 	 	 	 
	Section 1104. Selection by Trustee of Securities to be Redeemed
	 	 	52	 
	 
	 	 	 	 
	Section 1105. Notice of Redemption
	 	 	53	 
	 
	 	 	 	 
	Section 1106. Deposit of Redemption Price
	 	 	53	 






v









 






	 	 	 	 	 
	Section 1107. Securities Payable on Redemption Date
	 	 	54	 
	 
	 	 	 	 
	Section 1108. Securities Redeemed in Part
	 	 	54	 
	 
	 	 	 	 
	ARTICLE TWELVE3⁄4SINKING FUND
	 	 	54	 
	 
	 	 	 	 
	Section 1201. Sinking Fund Payments
	 	 	54	 
	 
	 	 	 	 
	Section 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	55	 
	 
	 	 	 	 
	Section 1203. Redemption of Securities for Sinking Fund
	 	 	55	 
	 
	 	 	 	 
	ARTICLE THIRTEEN3⁄4DEFEASANCE AND COVENANT DEFEASANCE
	 	 	55	 
	 
	 	 	 	 
	Section 1301. Defeasance
	 	 	55	 
	 
	 	 	 	 
	Section 1302. Covenant Defeasance
	 	 	55	 
	 
	 	 	 	 
	Section 1303. Conditions to Defeasance or Covenant Defeasance
	 	 	56	 
	 
	 	 	 	 
	Section 1304. Application of Funds
	 	 	57	 
	 
	 	 	 	 
	Section 1305. Reinstatement
	 	 	58	 
	 
	 	 	 	 
	Section 13.06. Trustee Appointed Under Section 1303
	 	 	59	 






vi









 





THIS INDENTURE, dated as of October 1, 2007, is between Anheuser-Busch Companies, Inc., a Delaware
corporation (hereinafter called the “Company”) having its principal office at One Busch Place, St.
Louis, Missouri 63118, and The Bank of New York Trust Company, N.A., a national banking association
duly organized and existing under the laws of the United States, (hereinafter called the
“Trustee”).




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 notes, debentures or other evidences of indebtedness
(collectively, the “Securities”), to be issued from time to time in one or more series (a “Series”)
as provided in this Indenture and as shall be provided, in respect of any Series, in or pursuant to
the Authorizing Resolution hereinafter referred to and in the indenture supplemental hereto (if
any) relating to such Series.



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 from time to time by
the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit
of all Holders of the Securities, as follows:




ARTICLE ONE 3⁄4 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 other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




(3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles; and




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


“Act” when used with respect to any Holder has the meaning specified in Section 104.



“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




1









 







through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.



“applicants” has the meaning specified in Section 702.



“Authenticating Agent” means the Trustee or other Person designated by the Company from time to
time, on written notice to the Trustee, to authenticate and deliver Securities of one or more
Series pursuant to Section 303.



“Authorizing Resolution” means a Board Resolution providing for the issuance of a Series of
Securities, which is to be delivered to the Trustee pursuant to Section 303 hereof.



“Board of Directors” means either the board of directors of the Company, or any duly authorized
committee of that board or any officer authorized to act for the board of directors.



“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.



“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York, New York are authorized or obligated by law or executive
order to be closed.



“Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, 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 on such date.



“Company” means the Person named as the “Company” in the first paragraph of this instrument 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 the Chairman or Vice Chairman of the Board of Directors, the President, a
Vice President (any reference to a Vice President of the Company herein to be deemed also to
include any Vice President of the Company designated by a number or a word or words added before or
after such title) or the Treasurer of the Company, and also by an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary, and delivered to the
Trustee and to the Authenticating Agent, if any, in respect of the Series to which the Company
Order shall relate.



“Corporate Trust Office” means the office of the Trustee designated by the Trustee at which at any
particular time its corporate trust business shall be administered, which office at the date of the
execution of this Indenture is located at 911 Washington Ave., 3rd Floor, St. Louis,
Missouri 63101, Attention: Corporate Trust Department.



“Covenant Defeasance” has the meaning specified in Section 1302.



“Default” means any event which is, or after notice or lapse of time or both, would become an Event
of Default.



“Defaulted Interest” has the meaning specified in Section 308.



“Defeasance” has the meaning specified in Section 1301.




2









 







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



“Extendible Securities” means Securities of any Series issued hereunder the final maturity of which
is extendible for a stated period of time, as shall be provided in, or pursuant to, the Authorizing
Resolution and supplemental indenture (if any) relating to such Series.



“Event of Default” has the meaning specified in Section 501.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



“Funded Debt” means (A) all indebtedness for money borrowed, including purchase money indebtedness,
having a maturity of more than twelve months from the date as of which the amount thereof is to be
determined or having a maturity of less than twelve months but by its terms being renewable or
extendible beyond twelve months from such date at the option of the borrower, subject only to
conditions which the borrower is then capable of fulfilling, and direct guarantees of such
indebtedness for money borrowed of other Persons; or (B) indebtedness classified as “long-term
indebtedness” in the financial statements of the borrower most recently filed with the Commission
pursuant to the Exchange Act; provided, that Funded Debt shall not include:



(i) Any indebtedness of a Person, evidence of which is held in treasury by such Person; or



(ii) Any indebtedness with respect to which there shall have been deposited with a depository (or
set aside and segregated by the obligor if permitted by the instrument creating such indebtedness),
in trust, on or prior to maturity, funds sufficient to pay such indebtedness; or



(iii) Any amount representing capitalized lease obligations; or



(iv) Any indirect guarantees or other contingent obligations in respect of indebtedness of other
Persons, including agreements, contingent or otherwise, with such other Persons or with third
persons with respect to, or to permit or assure the payment of, obligations of such other Persons,
including, without limitation, agreements to purchase or repurchase obligations of such other
Persons, agreements to advance or supply funds to or to invest in such other Persons, or agreements
to pay for property, products or services of such other Persons (whether or not conveyed, delivered
or rendered), and any through-put, take-or-pay, keep-well, make-whole or maintenance of working
capital or earnings or similar agreements; or



(v) Any guarantees with respect to lease or other similar periodic payments to be made by other
Persons.



“Global Security” means a registered Security evidencing all or part of a Series of Securities,
issued to the Depositary for such Series in accordance with Section 305, and bearing the legend
prescribed in Section 305.



“Holder” means a Person in whose name a Security is registered in the Security Register.




3









 







“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 forms and terms of particular Series of
Securities established as contemplated hereunder.



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



“Interest Payment Date” means, for any Series or Issue of Securities issued and outstanding
hereunder, the date or dates in each year on which any interest on such Series is paid or made
available for payment.



“Issue” means, (i) with respect to any Series, Securities of such Series having the same Original
Issue Date, the same Maturity Date and the same interest rate and other payment terms, except as to
amount of principal, or (ii) any Securities that the Company designates by one or more Authorizing
Resolutions or indentures supplemental hereto as constituting all or part of an Issue.



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



“Maturity Date” means the date specified in each Security on which the principal thereof is due and
payable in full.



“Net Tangible Assets” means the total assets of the Company and its Restricted Subsidiaries
(including, without limitation, any net investment in Unrestricted Subsidiaries) after deducting
therefrom (a) all current liabilities (excluding any thereof constituting Funded Debt) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and expense, organization and
developmental expenses and other like segregated intangibles, all as computed by the Company and
its Restricted Subsidiaries in accordance with generally accepted accounting principles as of a
date within 90 days of the date as of which the determination is being made; provided, that any
items constituting deferred income taxes, deferred investment tax credit or other similar items
shall not be taken into account as a liability or as a deduction from or adjustment to total
assets.



“Officers’ Certificate” means a certificate signed by the Chairman or Vice Chairman of the Board,
or the President, a Vice President (any reference to a Vice President of the Company to be deemed
also to include any Vice President of the Company designated by a number or a word or words added
before or after such title) or the Treasurer of the Company, and also by an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.



“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of
or of counsel to the Company or other counsel, and who shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in Section 102, if and to the extent
required by the provisions thereof.



“Original Issue Date” means the date on which a Security is issued to the original purchaser
thereof, as specified in such Security.




4









 







“Original Issue Discount Securities” means Securities which provide for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the maturity
thereof pursuant to Section 502.



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



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



(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore
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



(iii) Securities in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture;



provided, however, that in determining whether the Holders of the requisite principal amount of
such Securities Outstanding have given any request, demand, authorization, direction, notice,
consent or waiver hereunder (a) the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be the amount that would be due and
payable as of the date of determination upon a declaration of acceleration thereof pursuant to
Section 502 and (b) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or 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, 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 such
other obligor.



“Packaging Business” means the assets identified as the “Packaging Segment” (or similar terminology
generally describing the same operations) in the financial statements most recently delivered by
the Company to the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act, and any
assets substantially related to such assets that are acquired after the date of such financial
statements.



“Packaging Business Divestitures” means (i) the distribution (in the form of a dividend) to
stockholders of the Company of the capital stock of a Subsidiary or Subsidiaries, substantially all
of the assets of which consist of all or any portion of the Packaging Business or (ii) the transfer
of the capital stock of a Subsidiary or Subsidiaries, substantially all of the assets of which
consist of all or any portion of the Packaging Business, or the transfer of all or any portion of
the Packaging Business, the consideration for such transfer (including the liabilities assumed
related thereto) being not less than the fair market value (as reasonably determined by the
Company) of such stock or assets.




5









 







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



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



“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 307 in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the lost, destroyed or
stolen Security.



“Principal Plant” means (i) any brewery, or any manufacturing, processing or packaging plant, now
owned or hereafter acquired by the Company or any Subsidiary and located within the United States
(but not including any (a) brewery or plant of the Company or any Subsidiary which the Company has
determined, by Board Resolution, is not of material importance to the total business conducted by
the Company and its Subsidiaries or (b) any plant that the Company shall have determined, by Board
Resolution, is used primarily for transportation, marketing or warehousing or (c) at the option of
the Company, any plant that (A) does not constitute part of the brewing operations of the Company
and its Subsidiaries and (B) has a net book value, as reflected on the balance sheet contained in
the Company’s financial statements most recently filed by the Company with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act, of not more than $100,000,000), and (ii) any
other facility owned by the Company or any of its Subsidiaries that the Company shall, by Board
Resolution, designate as a Principal Plant. Following any determination, designation or election
referred to herein that a brewery or plant shall not be included as a Principal Plant, the Company
may, at its option, by Board Resolution, elect that such facility subsequently be included as a
Principal Plant.



“Redeemable Securities” means Securities of any Series or Issue which may be redeemed, at the
option of the Company, prior to the Stated Maturity thereof, on the terms specified in or pursuant
to the Authorizing Resolution relating to such Series or Issue and in accordance with Article
Eleven herein.



“Redemption Date” when used with respect to any Security of any Series or Issue to be redeemed
means the date fixed for such redemption by or pursuant to the provisions of such Security, this
Indenture and the Authorizing Resolution and supplemental indenture (if any) relating to such
Security.



“Redemption Price” when used with respect to any Security of any Series or Issue to be redeemed
means the price at which it is to be redeemed pursuant to the provisions of such Security, this
Indenture and the Authorizing Resolution and supplemental indenture (if any) relating to such
Security.



“Regular Record Date” means, for the interest payable on any Interest Payment Date in respect of
any Series or Issue of Securities, except as provided in, or pursuant to, the Authorizing
Resolution and supplemental indenture (if any) relating thereto, the fifteenth day (whether or not
a Business Day) of the calendar month next preceding the month during which such Interest Payment
Date occurs.




6









 







“Required Currency” has the meaning specified in Section 116.



“Responsible Officer” when used with respect to the Trustee or an Authenticating Agent means an
officer of the Trustee or the Authenticating Agent having direct responsibility for the
administration of this Indenture, and also, with respect to a particular corporate trust matter,
any other officer of the Trustee or the Authenticating Agent to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.



“Restricted Subsidiary” means (i) any Subsidiary which owns or operates a Principal Plant, except
any Subsidiary incorporated, or the principal place of business of which is located, outside the
present fifty states of the United States of America and the District of Columbia and (ii) any
other Subsidiary which the Company shall elect, by Board Resolution, to be treated as a Restricted
Subsidiary, until such time as the Company may, by Board Resolution, elect that such Subsidiary
shall no longer be a Restricted Subsidiary, successive such elections being permitted without
restriction.



“Securities” means the securities of the Company to be issued from time to time hereunder.



“Security Register” and “Security Registrar” have the respective meanings specified in Section 306.



“Series” means, with respect to Securities issued hereunder, the Securities issued pursuant to any
particular Authorizing Resolution, subject to the right of the Board of Directors to specify in
such Authorizing Resolution that such Securities shall constitute more than one Series, and subject
to the right of the Board of Directors to specify in one or more Authorizing Resolutions that the
Securities issued pursuant to such Authorizing Resolutions shall constitute one Series.



“Sinking Fund” means, with respect to any Sinking Fund Securities, a sinking fund provided for in
Article Twelve.



“Sinking Fund Securities” means Securities of any Series or Issue which are required to be redeemed
from time to time prior to the Stated Maturity thereof in whole or in part under a Sinking Fund, on
the terms specified in the Authorizing Resolution relating to such Series or Issue and in
accordance with Article Twelve herein.



“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee
pursuant to Section 308.



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



“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability
company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding
capital stock having ordinary voting power to elect more than 50% of the board of directors of such
corporation (irrespective of whether at the time capital stock of any other class or classes of
such corporation shall or might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such limited liability company, partnership or joint venture
or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned
or controlled by such Person, by such Person and one or more of its other subsidiaries or by one or
more such Person’s other subsidiaries.




7









 







“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a
successor Trustee shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter “Trustee” shall mean and include the Person, or 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” or “TIA” means the Trust Indenture Act of 1939, as amended and as in force at
the date as of which this instrument was executed, except as provided in Section 905.



“Unrestricted Subsidiary” means any Subsidiary which is not a Restricted Subsidiary.



“U.S. Government Obligations” means securities that are (x) direct obligations of the United States
of America for the timely payment of which its full faith and credit is pledged, (y) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America, the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof, or (z) interests in funds consisting solely of such
securities described in (x) and (y), including funds managed by the Trustee or its Affiliates
(including such funds for which it or its affiliates receive fees in connection with such
management).



“Yield to Maturity” means, with respect to any Series or Issue of Securities, the yield to maturity
thereof, calculated at the time of issuance thereof, or, if applicable, at the most recent
redetermination of interest thereon, and calculated in accordance with accepted financial practice.



Section 102. Compliance Certificates and Opinions.



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, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with, except that in the
case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.



Every certificate or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than certificates provided pursuant to Section 1004) shall include:



(1) a statement that each individual 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 individual, he has made such examination or
investigation as is necessary to enable him 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 individual, such condition or covenant
has been complied with.




8









 







Section 103. 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 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 104. Acts of Holders.



(a) Any request, demand, authorization, direction, notice, consent, waiver, vote or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the Trustee, and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent 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.



(b) The fact and date of the execution by any Person of any such instrument or writing may be
proved in any reasonable manner which the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine.



(c) The ownership of Securities shall be proved by the Security Register.



(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the
Holder of any Security shall bind 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 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.



(e) The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Securityholders entitled to give their consent or take any other action described




9









 







above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed,
those Persons who were Securityholders at such record date (or their duly designated proxies), and
only those Persons, shall be entitled to give such consent or to revoke any consent previously
given or take any such action, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 120 days after such record date.



Section 105. Notices, etc., to Trustee and Company.



Except as provided in Section 501, any request, demand, authorization, direction, notice, consent,
or 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, or



(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(except as provided in Section 501 (4)), if in writing and mailed, first class postage prepaid, to
the Company, to the attention of the Secretary, and a copy thereof to the attention of the
Treasurer, addressed to it at the address of the principal office of the Company specified in the
first paragraph of this instrument or at such other address as shall have been furnished in writing
to the Trustee by the Company for this purpose.



Section 106. Notices to Holders; Waiver.



Where this Indenture provides for notice to Holders 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 his address as it appears on the Security
Register, not later than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. 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.



In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



Section 107. Conflict with Trust Indenture Act.



If any provision hereof limits, qualifies or conflicts with another provision which is required or
deemed to be included in this Indenture by any of the provisions of TIA, such provision so required
or deemed to be included herein shall control.



Section 108. 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.




10









 







Section 109. Successors and Assigns.



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



Section 110. 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 111. 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 Paying Agent and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.



Section 112. Governing Law and Waiver of Trial by Jury.



This Indenture shall be construed in accordance with and governed by the laws of the State of New
York. Each of the Company and the Trustee hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Indenture, the Securities or the transactions contemplated hereby.



Section 113. Legal Holidays.



Except as otherwise provided in an Authorizing Resolution or a Supplemental Indenture with respect
to an Issue or Series of Securities, in any case where any Interest Payment Date, any Redemption
Date, or the Stated Maturity of any Security, or any date on which any Defaulted Interest is
proposed to be paid, shall not be a Business Day, then (notwithstanding any other provision of this
Indenture) payment of interest or principal (and premium, if any) need not be made on such date,
but may be made on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date or Redemption Date, at the Stated Maturity, or on the date on which the
Defaulted Interest is proposed to be paid, and no interest shall accrue for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity or date for the payment of
Defaulted Interest, as the case may be.



Section 114. Act of Holders when Securities are Denominated in Different Currencies.



Whenever any action or Act is to be taken hereunder by the Holders of two or more Series of
Securities denominated in different currencies, then, for the purposes of determining the principal
amount of Securities held by such Holders, the aggregate principal amount of the Securities
denominated in a currency other than United States dollars shall be deemed to be that amount of
United States dollars that could be obtained for such principal amount on the basis of the spot
rate of exchange for such currency as determined by the Company or by an authorized exchange rate
agent and evidenced to the Trustee by an Officers’ Certificate as of the date the taking of such
action or Act by the Holders of the requisite percentage in principal amount of the Securities is
evidenced to the Trustee. An exchange rate agent may be authorized in advance or from time to time
by the Company, and may be the Trustee or its Affiliate. Any such determination by the Company or
by any such exchange rate agent shall be conclusive and




11









 







binding on all Holders and the Trustee, and neither the Company nor such exchange rate agent shall
be liable therefor in the absence of bad faith.



Section 115. Monies of Different Currencies to be Segregated.



The Trustee shall segregate monies, funds, and accounts held by the Trustee hereunder in one
currency from any monies, funds or accounts in any other currencies, notwithstanding any provision
herein which would otherwise permit the Trustee to commingle such amounts.



Section 116. Payment to be in Proper Currency.



Each reference in any Security, or in the Authorizing Resolution relating thereto, to any currency
shall be of the essence. In the case of any Security denominated in any currency (the “Required
Currency”) other than United States dollars, except as otherwise provided therein or in the related
Authorizing Resolution, the obligation of the Company to make any payment of principal, premium or
interest thereon shall not be discharged or satisfied by any tender by the Company, or recovery by
the Trustee, in any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the Trustee timely holding the full amount of the Required
Currency then due and payable. If any such tender or recovery is in a currency other than the
Required Currency, the Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange, including without
limitation the risks of delay and exchange rate fluctuation, shall be borne by the Company, the
Company shall remain fully liable for any shortfall or delinquency in the full amount of Required
Currency then due and payable, and in no circumstances shall the Trustee be liable therefor. The
Company hereby waives any defense of payment based upon any such tender or recovery which is not in
the Required Currency, or which, when exchanged for the Required Currency by the Trustee, is less
than the full amount of Required Currency then due and payable.




ARTICLE TWO3⁄4SECURITY FORMS




Section 201. Forms Generally.



The Securities of each Series and Issue and the certificate of authentication thereon shall be in
substantially the forms set forth in this Article or in such other forms, including the form of one
or more Global Securities, as shall be specified in, or pursuant to, the Authorizing Resolution or
in the indenture supplemental hereto (if any) relating to such Series or Issue, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture or the said Authorizing Resolution or supplemental indenture, and they 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.



The definitive Securities of each Series shall be printed, lithographed or engraved or produced by
any combination of these methods on steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities may be listed, or, if
they shall not be listed on any securities exchange, in any other manner consistent herewith, all
as shall be determined by the officers executing such Securities, as evidenced by their execution
of such Securities.




12









 








Section 202. Form of Face of Security.



[The following is to be included if the Security is an Original Issue Discount Security:]





[FOR PURPOSES OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED, THE ISSUE PRICE OF THIS SECURITY IS   % OF ITS PRINCIPAL AMOUNT
AND ITS ISSUE DATE IS ___, 20___.]



ANHEUSER-BUSCH COMPANIES, INC.

[title of Security]




	 	 	 	 	 
	Rate of Interest	 	Maturity Date	 	Original Issue Date
	 

	 	 	 	No          





Anheuser-Busch Companies, Inc., a Delaware corporation (hereinafter called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                                         , or registered assigns,
the sum of                      on the Maturity Date shown above, and to pay interest thereon, at
the annual rate of interest shown above, from the Original Issue Date shown above or from the most
recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly
provided for, payable semi-annually on                      and                      of each year
and on the Maturity Date (an “Interest Payment Date”), commencing on the first such date after the
Original Issue Date, except that if the Original Issue Date is on or after a Regular Record Date
(which term, as well as all other capitalized terms used herein, shall have the meanings assigned
in the Indenture referred to on the reverse hereof unless otherwise indicated) but before the next
Interest Payment Date, interest payments will commence on the second Interest Payment Date
following the Original Issue Date.





[reference to currency[ies] of payment and currency exchange arrangements, if
applicable]


The interest payable hereon, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this [name of Security]
(or one or more Predecessor [name of Series]) is registered at the close of business on the Regular
Record Date for such interest, which shall be the fifteenth day of the calendar month (whether or
not a Business Day) next preceding such Interest Payment Date; provided that interest payable on
the Maturity Date shall be payable to the Person to whom principal is payable. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and, together with any interest on such interest, may be paid
to the Person in whose name this [name of Security] (or one or more Predecessor [name of Series])
is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of [name of Series]
not less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the [name
of Series] may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in such Indenture. Payment of the principal of (and premium, if any) and interest
on this [name of Security] will be made at the office or agency of the Company maintained for that
purpose in [The Borough of Manhattan, The City of New York or other place of payment], in
[reference to United States dollars or other


13









 






currency of payment]; provided, however, that payment of interest, other than interest due on the
Maturity Date, may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register. [Include the
following, if applicable:] Payments on the Maturity Date will be made in immediately available
funds against presentment of this [name of Security].



This [name of Security] is one of a duly authorized issue of [name of Securities] of the Company
designated as its [title of Series] (herein called the “[name of Series]”), issued and to be issued
under an indenture dated as of October 1, 2007 (herein called the “Indenture”), between the Company
and The Bank of New York Trust Company, N.A., as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and under [reference to Authorizing Resolution
and/or supplemental indenture relating to the Series] to which Indenture, [reference to Authorizing
Resolution and/or supplemental indenture] and all [further] indentures supplemental thereto
reference is hereby made for the definition of certain terms used herein, for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the [name of Series],
and for the terms upon which the [name of Series] are, and are to be, authenticated and delivered.
This [name of Series] is one of a series of securities issued or to be issued by the Company under
the Indenture, limited in aggregate principal amount
to                   ,
subject to any subsequent
issuances that may be authorized by subsequent Authorizing Resolutions or supplemental indentures.
The Indenture provides that the Securities of the Company referred to therein (“Securities”),
including the [name of Series], may be issued in one or more Series, each of which may consist of
one or more Issues, which different Series and Issues may be issued in such principal amounts and
on such terms (including, but not limited to, terms relating to interest rate or rates, provisions
for determining such interest rate or rates and adjustments thereto, maturity, redemption (optional
and mandatory), sinking fund, covenants and Events of Default) as may be provided in or pursuant to
the Authorizing Resolutions (as defined in the Indenture) relating to the several Series.



Reference is hereby made to the further provisions of this [name of Security] set forth on the
reverse hereof which further provisions shall for all purposes have the same effect as if set forth
at this place.



Unless the certificate of authentication hereon has been executed by The Bank of New York Trust
Company, N.A., the Trustee under the Indenture, or its successor thereunder, or by another
Authenticating Agent appointed pursuant to the Indenture, by the manual signature of one of its
authorized signatories, this [name of Security] shall not be entitled to any benefit under the
Indenture, nor be valid or obligatory for any purpose.



In Witness Whereof, The Company has caused this instrument to be duly executed under its corporate
seal.




	 	 	 
	Dated

	 	Anheuser-Busch Companies, Inc.
	Attest:
	 	 
	 
	 	 
	By

	 	By:
	[Assistant] Secretary

	 	[title of Company Officer]






14









 






Section 203. Form of Trustee’s Certificate of Authentication.



This is one of the [name of Series] referred to in the within-mentioned Indenture.




	 	 	 
	 

	 	The Bank of New York Trust Company, N.A.,
	 

	 	as Trustee
	 

	 	By
	 

	 	[reference to Authenticating Agent, if any]
	 

	 	Authorized Signatory





Section 204. Form of Reverse of Security.



[The following to be included if the Securities are not redeemable prior to maturity.]



This [name of Security] may not be redeemed prior to its Maturity Date.



[The following paragraph, or other appropriate redemption provisions, to be included if the
Securities are Redeemable Securities:]



The [name of Series] are subject to redemption upon not less than ___nor more than 60 days’ notice
by mail, [the following clause to be included if there is a Sinking Fund:] [(1) on [annual Sinking
Fund Redemption Date] in each year commencing with the year [year of first Sinking Fund payment]
through operation of the Sinking Fund at a Redemption Price equal to their principal amount and
(2)] [at any time] in whole or in part, at the election of the Company at a Redemption Price equal
to the percentage set forth below of the principal amount to be redeemed for the respective
twelve-month periods beginning [                                        ] of the years
indicated:



[Schedule of Redemption Prices]



and thereafter at 100% of the principal amount thereof, together in each case with accrued interest
to the Redemption Date.



[The following paragraph, or other appropriate Sinking Fund provision, to be included if there is a
Sinking Fund for the Series:]



The Sinking Fund provides for the redemption on [first Sinking Fund Redemption Date] and on [annual
Sinking Fund Redemption Date] in each year thereafter through [year of final Sinking Fund date] of
not less than [minimum required Sinking Fund redemption amount] principal amount nor more than
[maximum permitted Sinking Fund redemption amount] principal amount of [name of Series]. [name of
Series] purchased, acquired or redeemed by the Company otherwise than by redemption through the
Sinking Fund may be credited against subsequent Sinking Fund requirements.



[The following paragraph to be included if the Securities are Redeemable Securities or Sinking Fund
Securities:]



In the event of redemption of this [name of Security] in part only, a new [name of Security] or
[name of Securities] for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.



[The following paragraph to be included if the Securities are not Original Issue Discount
Securities:]




15









 







If an Event of Default, as defined in the Indenture and in the Authorizing Resolution and
supplemental indenture (if any) relating to the [name of Series] (if there shall be any additional
Events of Default specified in respect of the [name of Series]), shall occur and be continuing, the
principal of all the [name of Series] may be declared due and payable in the manner and with the
effect provided in the Indenture.



[If the Securities are Original Issue Discount Securities, insert schedule as to amounts which are
payable on acceleration under Section 502 and provable in bankruptcy under Section 504(i) from time
to time.]



No Holder of any Securities shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture or for the appointment of a receiver or trustee, or for
any other remedy under the Indenture, unless (1) the Trustee shall have received written notice
from such Holder of a continuing Event of Default in respect of such Securities; (2) the Trustee
shall have received a written request from the Holders of not less than 25% in principal amount of
the Outstanding Securities of the Series in respect of which the Event of Default has occurred
to institute proceedings in respect of such Event of Default in its own name as trustee under
the Indenture; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee
for 60 days after its receipt of such notice, request and offer of indemnity 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 such Series.



The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the
[name of Security] under the Indenture at any time by the Company with the consent of the Holders
of a majority in aggregate principal amount of the Securities affected thereby, voting as a single
class (which may include the [name of Series]), at the time Outstanding, as defined in the
Indenture. The Indenture also contains provisions permitting the Holders of specified percentages
in aggregate principal amount of the Securities at the time Outstanding to waive compliance by the
Company with certain provisions of this Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this [name of Security] shall be
conclusive and binding upon such Holder and upon all future Holders of this [name of Security] and
of any [name of Security] issued on registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon this [name of Security].



No reference herein to the Indenture and no provision of this [name of Security] or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on this [name of Security] at the times,
place, and rate, and in the currency, herein prescribed.



As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this [name of Security] is registrable on the Security Register of the Company, upon surrender of
this [name of Security] for registration of transfer at the office or agency of the Company
provided for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new [name of




16









 







Series], of authorized denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.



The [name of Series] are issuable only as registered [name of Series] without coupons in
denominations of [currency and minimum denomination] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth, [name of Series]
are exchangeable for a like aggregate principal amount of [name of Series] of a different
authorized denomination, as requested by the Holder surrendering the same.



No service charge shall be made for any such registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.



Prior to due presentment for registration of transfer of this [name of Security], the Company, the
Trustee and any agent of the Company may treat the Person in whose name this [name of Security] is
registered as the owner hereof for all purposes whether or not this [name of Security] be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



[Reference to Foreign Currencies]



At the election of the Company, the obligations of the Company (a) as to the [name of Series] and
under the Indenture with respect to the [name of Series] (except for certain obligations relating
to transfers or exchanges) or (b) as to the [name of Series] under certain provisions of the
Indenture, may be satisfied and discharged upon the satisfaction of certain conditions, including
the deposit with the Trustee of money or U.S. Government Obligations (as defined in the Indenture)
sufficient for payment of the principal, premium, if any, and interest at or before the Stated
Maturity (as defined in the Indenture) on the [name of Series].



No recourse shall be had for the payment of the principal of (or premium, if any) or the interest
on this [name of Security], or for any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and released.




ARTICLE THREE3⁄4THE SECURITIES




Section 301. Title and Terms.



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 and Issues. The terms of each Series and Issue
shall be as provided in an Authorizing Resolution or supplemental indenture or shall be determined
in the manner specified therein. The terms to be specified in respect of each Series or Issue in
the Authorizing Resolution or supplemental indenture, or by such person and/or procedures as shall
be provided therein, shall include the following:



(1) The title of the Securities of such Series, which shall distinguish such Series from all other
Series;




17









 







(2) The aggregate principal amount of the Securities of such Series which may be authenticated and
delivered under this Indenture (except for Securities of such Series authenticated and delivered
upon transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305,
306, 307, 906 or 1108, and subject to any subsequent issuances that may be authorized by subsequent
Authorizing Resolutions or supplemental indentures);



(3) The date or dates on which the principal and premium, if any, of the Securities of such Series
or Issue is payable, and, if the Series shall be Extendible Securities, the terms on which the
Company or any other Person shall have the option to extend the Maturity of such Securities and the
rights, if any, of the Holders to require payment of the Securities;



(4) The rate or rates at which the Securities of such Series or Issue shall bear interest, if any
(whether floating or fixed), the provisions, if any, for determining such interest rate or rates
and adjustments thereto, the date or dates from which such interest shall accrue, the Interest
Payment Dates therefor and the Regular Record Dates (if different from those provided in the form
of Security herein set forth) for the determination of Holders of the Securities of such Series or
Issue to whom interest is payable;



(5) The place or places where the principal of, or premium, if any, and interest on Securities of
such Series or Issue shall be payable (if other than as provided in Section 1002);



(6) The price or prices (or the manner of calculation thereof) at which, the period or periods
within which and the terms and conditions upon which the Securities of such Series or Issue may be
redeemed, in whole or in part, at the option of the Company, pursuant to a Sinking Fund or
otherwise;



(7) The obligation, if any, of the Company to redeem, purchase or repay Securities of such Series
or Issue, in whole or in part, pursuant to a Sinking Fund or otherwise or at the option of a Holder
thereof, and the price or prices at which, the period or periods within which and the terms and
conditions upon which such redemption, purchase or repayment shall be made;



(8) Any Events of Default with respect to the Securities of such Series which may be in addition to
or different from those provided herein, and any covenants or obligations of the Company to the
Holders of the Securities of such Series or Issue which may be in addition to or different from
those set forth herein;



(9) If less than 100% of the principal amount of the Securities of such Series or Issue is payable
on acceleration under Section 502 or provable in bankruptcy under Section 504(i) at any time, a
schedule of or the manner of computing the amounts which are so payable and provable from time to
time;



(10) The form of the Securities of such Series (which may be, but which need not be, consistent
with the form set forth in Article Two hereof), including whether the Securities of the Series
shall be issued in whole or in part in the form of one or more Global Securities and, in such case,
the Depositary or Depositaries for such Global Security or Securities;



(11) If other than United States dollars, the currency(ies) in which payment of the principal of
(and premium, if any) or interest, if any, on the Securities of that Series or Issue shall be
payable;



(12) If the principal of (and premium, if any) or interest, if any, on the Securities of that
Series or Issue are to be payable, at the election of the Company or a Holder thereof, in a




18









 







currency or currencies other than that in which the Securities are stated to be payable, the period
or periods within which, and the terms and conditions upon which, such election may be made;



(13) If the amount of payments of principal of (and premium, if any) or interest, if any, on the
Securities of the Series or Issue may be determined with reference to an index based on a currency
or currencies other than that in which the Securities are stated to be payable, the manner in which
such amounts shall be determined; and



(14) Any other terms of the Securities of such Series or Issue; provided, that such other terms
shall not be inconsistent with any express terms of this Indenture or in conflict with any express
terms of any other Series or Issue of Securities which shall be issued and Outstanding.



Section 302. Denominations.



Unless otherwise provided by Section 301 in connection with the issuance of Global Securities, the
Securities of each Series or Issue may be issued only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof, or in such other currencies or
denominations as may be specified in, or pursuant to, the Authorizing Resolution or supplemental
indenture relating to the Series.



Section 303. Execution, Authentication, Delivery and Dating.



The Securities shall be executed on behalf of the Company by its Chairman or Vice Chairman of the
Board, its President, one of its Vice Presidents or its Treasurer under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.



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 Authenticating Agent, together
with a Company Order for the authentication and delivery of such Securities. The Company Order may
provide that the Securities which are the subject thereof shall be authenticated and delivered by
the Authenticating Agent upon the telephonic, written or other order of Persons designated in the
Company Order, and that such Persons are authorized to specify the terms and conditions of such
Securities, to the extent permitted by the Authorizing Resolution or supplemental indenture
relating thereto. The Trustee shall execute and deliver the supplemental indenture (if any) and
the Authenticating Agent shall authenticate and deliver said Securities as specified in such
Company Order; provided, that, prior to authentication and delivery of the first Securities of any
Series, the Trustee and the Authenticating Agent shall have received:



(1) A copy of the Authorizing Resolution;



(2) A supplemental indenture in respect of the issuance of the Series, if called for by the terms
of the Authorizing Resolution in respect thereof, executed on behalf of the Company;



(3) An Officers’ Certificate to the effect that the Securities of such Series comply or will comply
with the requirements of this Indenture and the said Authorizing Resolution and supplemental
indenture (if any);




19









 







(4) An Opinion of Counsel (a) to the effect that (i) the Securities of such Series, the Authorizing
Resolution and the supplemental indenture (if any) relating thereto comply or will comply with the
requirements of this Indenture and (ii) the Securities of such Series, when authenticated and
delivered by the Authenticating Agent in accordance with the said Company Order, will constitute
valid and binding obligations of the Company and enforceable in accordance with their terms,
subject to (A) bankruptcy and other laws affecting creditors’ rights generally as in effect from
time to time, (B) limitations of generally applicable equitable principles and (C) other exceptions
acceptable to the Trustee and its counsel; and (b) relating to such other matters as may reasonably
be requested by the Trustee or its counsel; and



(5) If the Securities to be issued are Original Issue Discount Securities, an Officers’ Certificate
setting forth the Yield to Maturity for the Securities or other information sufficient to compute
amounts due on acceleration, or specifying the manner in which such amounts are to be determined,
if such Yield to Maturity and other facts are not specified in the form of the Securities.



Subject to Section 601 hereof, the Authenticating Agent and the Trustee shall be fully protected in
relying upon the documents delivered to it as provided above in connection with the issuance of any
Series of Securities.



The Authenticating Agent shall have the right to decline to authenticate and deliver any Securities
under this Section if the Authenticating Agent, being advised by counsel, determines that such
action may not lawfully be taken or if the Authenticating Agent in good faith by a committee of its
Responsible Officers shall determine that such action would expose the Authenticating Agent to
liability to Holders of previously issued and Outstanding Securities.



Each Security shall be dated the date of its authentication unless otherwise specified in the
Authorizing Resolution relating thereto.



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 Authenticating Agent by the manual signature of one of
its authorized signatories, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and delivered hereunder.



Section 304. Temporary Securities.



Pending the preparation of definitive Securities of any Series or Issue, the Company may execute,
and upon compliance with the requirements of Section 303 the Authenticating Agent shall
authenticate and deliver, temporary Securities, which may be printed, lithographed, typewritten,
photocopied or otherwise produced, in any denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of such Securities.



If temporary Securities of any Series or Issue are issued, the Company shall thereafter cause
definitive Securities for such Series or Issue to be prepared without unreasonable delay. After
the preparation of definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities, at the office or agency of the
Company provided for that purpose, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Securities the Company shall execute and the




20









 







Authenticating Agent shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities.



Section 305. Global Securities



If the Company shall establish pursuant to Section 301 that the Securities of a Series are to be
issued in whole or in part in the form of one or more Global Securities, then the Company shall
execute and the Trustee shall, in accordance with this Section and the Company Order with respect
to such Series, authenticate and deliver one or more Global Securities in temporary or permanent
form that (i) shall represent and shall be denominated in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such Series to be represented by one or
more Global Securities, (ii) shall be registered in the name of the Depositary for such Global
Security of Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee
to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend
substantially to the following effect (or such other legend as may be prescribed by the
Depositary): “Unless and until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.”



Each Depositary designated pursuant to Section 301 for a Global Security in registered form must,
at the time of its designation and at all times while it serves as Depositary, be a clearing agency
registered under the Exchange Act and any other applicable statute or regulation.



Beneficial owners of part or all of a Global Security shall be subject to the rules of the
Depositary as in effect from time to time. The Company, the Trustee and the Paying Agent shall not
be responsible for any acts or omissions of the Depositary, for any Depositary records of
beneficial interests or for any transactions between the Depositary and beneficial owners.



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



If at any time the Depositary for any Securities of a Series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such Series or if at any time
the Depositary for the Securities of such Series shall no longer be eligible under Section 305, the
Company shall appoint a successor Depositary eligible under Section 305, with respect to the
Securities of such Series. If a successor Depositary eligible under Section 305 for the Securities
of such Series is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company’s election that the Securities of such
Series be represented by one or more Global Securities shall no longer be effective with respect to
the Securities of such Series and the Company shall execute and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Securities of such Series, shall
authenticate and deliver, Securities of such Series in definitive form registered in such names and




21









 







in such denominations as shall be specified by the Depositary in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing such Series in
exchange for such Global Security or Securities.



The Company may at any time and in its sole discretion (subject to applicable law, including any
requirements of the Depositary to which the Company is subject thereunder) determine that the
Securities of any Series issued in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company shall execute, and
the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive
Securities of such Series, shall authenticate and deliver, Securities of such Series in definitive
form registered in such names and in such denominations as shall be specified by the Depositary and
in an aggregate principal amount equal to the principal amount of the Global Security or
Securities representing such Series in exchange for such Global Security or Securities.



If specified by the Company pursuant to Section 301 with respect to a Series of Securities
represented by a Global Security, the Depositary for such Global Securities may surrender a Global
Security for such Series of Securities in exchange in whole or in part for Securities of such
Series in definitive form on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without
service charge:



(i) to each Person specified by such Depositary a new Security or Securities of the same Series, of
any authorized denomination as requested by such Person in aggregate principal amount equal to and
in exchange for such Person’s beneficial interest in the Global Security; and



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



In any exchange provided for in this Section, the Company will execute and the Trustee will
authenticate and deliver Securities in definitive registered form in authorized denominations.



Upon the exchange of a Global Security for Securities in definitive registered form, such Global
Security shall be cancelled by the Trustee or an agent of the Company or the Trustee. The Trustee
or such agent shall deliver such Securities to or as directed by the Persons in whose names such
Securities are so registered.



Section 306. Registration, Registration of Transfer and Exchange.



The Company shall cause to be kept a register at one of its offices or agencies maintained pursuant
to Section 1002 (herein referred to as the “Security Register”) in which, subject to such
reasonable regulations as the Company may prescribe, the Company shall provide for the registration
of Securities and the registration of transfers of Securities. At all reasonable times the
Security Register shall be open for inspection by the Trustee. The Security Register shall be kept
at the said office or agency, and said office or agency is hereby initially appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein
provided. If the Security Registrar shall not be the Authenticating Agent in respect of any
Series, the Company shall promptly notify the Security Registrar as to the amounts and terms of
each Security of such Series which shall be authenticated and delivered hereunder, and as to the
names in which such Securities shall be registered.




22









 







Upon surrender for registration of transfer of any Security at the office or agency of the Company
provided for that purpose, the Company shall execute, and the Authenticating Agent shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same Issue and Stated Maturity of a like aggregate principal amount.



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 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.



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 exchanges pursuant to Section 304, 906 or 1108 not involving any transfer.



The Company shall not be required (i) to issue, register the transfer of or exchange any Security
of any Series during a period beginning at the opening of the day which is 15 Business Days before
the day of the mailing of a notice of redemption of Securities of such Series selected for
redemption under Section 1104 and ending at the close of business on the day of such mailing, or
(ii) to register the transfer of or exchange any Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion thereof not to be
redeemed.



At the option of the Holder, Securities of any Issue (other than a Global Security) may be
exchanged for other Securities of the same Issue of any authorized denominations, 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 Authenticating Agent shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.



Section 307. Mutilated, Destroyed, Lost and Stolen Securities.



If (i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is
delivered to the Company and the Trustee such security or indemnity as may be required by them to
save each 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 request
the Authenticating Agent shall authenticate and deliver, in exchange for, or in lieu of, any such
mutilated, destroyed, lost or stolen Security, a new Security of like tenor, Issue and principal
amount, bearing a number not assigned to any Security of the same Series then 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 the
indebtedness represented by 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




23









 







in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.



Every new Security 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 the same Issue duly issued hereunder.



The provisions of this Section are exclusive and (to the extent lawful) shall preclude all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities. If a Security is replaced pursuant to Section 307, it shall cease to be
Outstanding unless the Company receives proof satisfactory to it that the replaced Security is held
by a protected purchaser, as defined in Section 8-303 of the New York Uniform Commercial Code.



Section 308. Payment of Interest; Interest Rights Preserved.



Except as otherwise provided in an Authorizing Resolution or a Supplemental Indenture with respect
to an Issue or Series of Securities, interest which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date, on the Securities of any Issue, shall be paid to the
Persons in whose names the Securities (or one or more Predecessor Securities) are registered at the
close of business on the Regular Record Date for such interest.



Any interest on any Security of any Issue which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date, together with any interest thereon (herein called
“Defaulted Interest”), shall forthwith cease to be payable to the Holder, as such, on the Regular
Record Date for such payment; 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 (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 Issue 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 of such Defaulted Interest proposed to be paid 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 amount 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 Issue at his address as it appears in the
Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the said Securities
(or their respective Predecessor Securities) are




24









 







registered 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 in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of such
Series 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 payment
shall be deemed practicable by the Trustee.



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



Section 309. Persons Deemed Owners.



Prior to due presentment for registration of transfer of any Security, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name any 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 308) interest on, 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.



Section 310. Cancellation.



All Securities surrendered for payment, redemption, registration of transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered and any Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by the Trustee and all Securities of any Series or Issue delivered to the
Trustee for credit against any Sinking Fund payment in respect of such Series or Issue pursuant to
Section 1202 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 destroyed and certification of
their destruction delivered to the Company unless by a Company Order the Company shall direct that
cancelled Securities be returned to it.




ARTICLE FOUR3⁄4SATISFACTION AND DISCHARGE



Section 401. Satisfaction and Discharge of Indenture.



This Indenture shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided for, and except as
otherwise provided in the Authorizing Resolution in respect of any Series), and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when



(1) either





(A) all Securities theretofore authenticated and delivered (other than (i) Securities which
have been destroyed, lost or stolen and which have been replaced or paid as provided in
Section 307 and (ii) Securities for whose payment money has theretofore



25









 






been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 1003) have been
delivered to the Trustee for cancellation; or




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




(i) have become due and payable, or




(ii) will become due and payable at their Stated Maturity within one year, or




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




and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose
(A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms, and
with no further reinvestment, will provide, not later than one day before the due date of
any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which opinion shall only be required if U.S.
Government Obligations are being deposited), to pay and discharge the entire indebtedness on
such Securities not theretofore delivered to the Trustee for cancellation, for principal
(and premium, if any) and interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity or Redemption Date, as the case
may be;


(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company;



(3) the Company has delivered to the Trustee a Company Order setting forth its election that this
Indenture shall be discharged; and



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



Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 607 shall survive.



Section 402. Application of Trust Money.



All money and U.S. Governmental Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 401 (or into which such money and U.S. Governmental Obligations are
reinvested) 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 for payment of which such
money has been deposited with the Trustee; but such money and U.S. Governmental Obligations
(including the proceeds thereof) need not be segregated from other funds except to the extent
required by law.




26









 







The Company shall pay (in addition to any U.S. Government Obligations deposited pursuant to Section
401), and indemnify the Trustee against, any tax, fee or other charge imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 401 or the principal and
interest received in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Securities for which such deposit is made.



Anything in this Article Four to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 402 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (which
opinion shall be required only when U.S. Government Obligations have been deposited), are in excess
of the amount thereof which would then be required to be deposited to effect an equivalent
satisfaction and discharge.




ARTICLE FIVE3⁄4REMEDIES




Section 501. Events of Default.



“Event of Default” wherever used herein means, with respect to any Series of Securities, 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 an Authorizing Resolution and/or supplemental indenture (if any) in respect of the Series, and
any other events which may be specified as Events of Default in an Authorizing Resolution and/or
supplemental indenture (if any) in respect of such Series:



(1) default in the payment of any installment of interest upon any Security of such Series when it
becomes 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 such Series
at its Maturity, and, in the case of such a Security that becomes due and payable by the terms of
Article Eleven, continuance of such default for a period of 30 days; or



(3) default in the deposit of any Sinking Fund installment in respect of such Series, when and as
payable by the terms of Section 1201 hereof, 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) a covenant or warranty relating exclusively to one or more other Series
of Securities issued hereunder and (b) a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with), 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 the
Securities of all Series Outstanding (or, with respect to any such covenant or agreement which is
not applicable to all Series of Securities, by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of all Series to which it is applicable) (in each case voting
as a single class), 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




27









 







(5) the entry of an order for relief under the United States federal bankruptcy laws or the entry
of any other decree or order by a court having jurisdiction in the premises 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 the United States
federal bankruptcy laws or any other applicable federal or state law, or appointing a receiver,
liquidator, assignee, trustee, custodian, 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 unstayed and in effect for a period of 60
consecutive days; or



(6) the commencement by the Company of a voluntary case under the United States federal bankruptcy
laws, or the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent,
or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization, an arrangement with
creditors or an order for relief under the United States federal bankruptcy laws or any other
applicable federal or state law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
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, to the knowledge of the Trustee, the taking of
corporate action by the Company in furtherance of any such action.



Section 502. Acceleration of Maturity; Rescission and Annulment.



If any one or more of the Events of Default described in clauses (1), (2) or (3) of Section 501
with respect to Securities of any Series shall happen, then, and in each and every such case,
during the continuance of any such Event of Default, either the Trustee, by notice in writing to
the Company, or the Holders of at least 25% in principal amount of such Securities then
Outstanding, by notice in writing to the Company and to the Trustee, may declare the principal
amount (or, if such Securities are Original Issue Discount Securities, such portion of the
principal amount as may then be payable on acceleration as provided in the terms thereof) of and
accrued and unpaid interest on all such Securities then Outstanding (if not then due and payable)
to be immediately due and payable, and upon any such declaration the same shall become and be
immediately due and payable, anything in this Indenture or in the Securities contained to the
contrary notwithstanding. If any one or more of the Events of Default described in clause (4) of
Section 501 (other than a default in the performance, or breach, of any covenant or warranty in
Section 704) shall happen, then, and in each and every such case, during the continuance of any
such Event of Default, either the Trustee, by notice in writing to the Company, or the Holders of
at least 25% in principal amount of the Securities of all Series then Outstanding (or, if such
default is not applicable to all Series of the Securities, the Holders of at least 25% in principal
amount of the Outstanding Securities of all Series to which it is applicable) (in each case voting
as a single class), by notice in writing to the Company and to the Trustee, may declare the
principal amount (or, if the Securities of any such Series are Original Issue Discount Securities,
such portion of the principal amount as may then be payable on acceleration as provided in the
terms of that Series) of and accrued and unpaid interest on all the Securities (or all the
Securities of such Series, if such default is not applicable to all Series of the Securities) then
Outstanding (if not then due and payable) to be immediately due and payable, and upon any such
declaration the same shall become and be immediately due and payable, anything in this Indenture or
in the




28









 







Securities contained to the contrary notwithstanding. If any one or more of the Events of Default
described in clauses (5) or (6) of Section 501 shall happen, then, and in each and every such case,
during the continuance of any such Event of Default, either the Trustee, by notice in writing to
the Company, or the Holders of at least 25% in principal amount of all the Securities then
Outstanding (voting as a single class), by notice in writing to the Company and to the Trustee, may
declare the principal amount (or, if any Securities are Original Issue Discount Securities, such
portion of the principal amount as may then be payable on acceleration as provided in the terms
thereof) of and accrued and unpaid interest on all the Securities then Outstanding (if not then due
and payable), to be immediately due and payable, and upon any such declaration the same shall
become and be immediately due and payable, anything in this Indenture or in the Securities
contained to the contrary notwithstanding.



At any time after such a declaration of acceleration has been made with respect to any Securities
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 such
Securities Outstanding (voting as a single class), by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely because of the
acceleration.



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



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 any Security when such
interest becomes due and payable and such default continues for the period of grace, if any,
provided for with respect to such payment, or



(2) default is made in the payment of the principal of (or premium, if any, on) any Security at its
Maturity and such default continues for the period of grace, if any, provided for with respect to
such payment,



the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of all such
Securities, the whole amount then due and payable on such Securities for principal (and premium, if
any) and interest, with interest, to the extent that payment of such interest is lawful, upon the
overdue principal (and premium, if any) and installments of interest from the due date thereof at
the rate borne by such Securities or, in the case of Original Issue Discount Securities, at a rate
equal to the Yield to Maturity thereof, 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, and 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.




29









 







If an Event of Default with respect to one or more Series of Securities occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of such Securities 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 its or
their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or otherwise,



(i) to file and prove a claim for the whole amount (or, in the case of Original Issue Discount
Securities, such portion of the principal amount thereof as shall then be provable in bankruptcy as
specified therein) of principal (and premium, if any) and interest owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in
such judicial proceeding, and



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



and any receiver, liquidator, assignee, trustee, custodian, 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 to 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 proceeding.



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



All rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the 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.




30









 







Section 506. Application of Money Collected.



Any money collected by the Trustee pursuant to this Article with respect to the Securities of a
Series shall be applied in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal (or premium, if any) or interest,
upon presentation of the Securities of such Series 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 to the Trustee under Section 607;



SECOND: In case the principal of the Securities in respect of which moneys have been collected
shall not have become and be then due and payable, to the payment of interest on the Securities of
such Series in default in the order of the maturity of the installments of such interest, with
interest (to the extent that payment of such interest is lawful and such interest has been
collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount Securities) applicable to
such Securities, such payments to be made ratably to the persons entitled thereto, without
discrimination or preference;



THIRD: In case the principal of the Securities in respect of which moneys have been collected shall
have become and shall be then due and payable, to the payment of the whole amount then owing and
unpaid upon all the Securities of such Series for principal and interest, with (to the extent that
payment of such interest is lawful and such interest has been collected by the Trustee) interest
upon the overdue principal, and upon overdue installments of interest at the same rate as the rate
of interest or Yield to Maturity (in the case of Original Issue Discount Securities) applicable to
the Securities of such Series; and in case such moneys shall be insufficient to pay in full the
whole amount so due and unpaid upon the Securities of such Series, then to the payment of such
principal and interest, without preference or priority of principal over interest, or of interest
over principal, or of any installment of interest over any other installment of interest, or of any
Security of such Series over any other Security of such Series, ratably to the aggregate of such
principal and accrued and unpaid interest.



FOURTH: To the Company.



Section 507. Limitation on Suits.



No Holder of any Securities shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture or the Securities, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless



(1) the Trustee shall have received written notice from such Holder of a continuing Event of
Default in respect of such Securities;



(2) the Trustee shall have received a written request from the Holders of not less than 25% in
principal amount of the Outstanding Securities of the Series in respect of which the Event of
Default has occurred 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 reasonable indemnity 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 has
failed to institute any such proceeding; and




31









 







(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 such Series;



it being understood and intended that no one or more Holders of Securities of any Series 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 Holders of Securities of that Series, or to
obtain or to seek to obtain priority or preference over any other Holders of Securities of that
Series or to enforce any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all the Holders of Securities of such Series.



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
absolute and unconditional right to receive payment of the principal of (and premium, if any) and
(subject to Section 308) interest on such Security on the respective Stated 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 right shall not be impaired without the consent of such
Holder.



Section 509. Restoration of Rights and Remedies.



If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, 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.



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 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 Security 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.



The Holders of not less than a majority in principal amount of the Outstanding Securities of any
Series (voting as a single class) 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 in respect of the Securities of such Series, provided that




32









 







(1) such direction shall not be in conflict with any rule of law or with this Indenture or unduly
prejudicial to the rights of Holders of Securities of such Series not joining in such direction or,
in the opinion of the Trustee, involve the Trustee in personal liability, 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 not less than a majority in principal amount of the Outstanding Securities of all
Series affected thereby (voting as a single class) may on behalf of the Holders of all such
Securities waive any past default hereunder and its consequences, except a default



(1) in the payment of the principal of (or premium, if any) or interest on 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 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 all Series (or, if the matter in issue does
not relate to all Series of Securities, then the Holders of 10% in principal amount of the
Outstanding Securities of all Series to which such issue relates) (treated as a single class), or
to any suit instituted by any Holder of any Securities for the enforcement of the payment of the
principal of (or premium, if any) or interest on any such Security on or after the respective
Stated Maturities expressed therein (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.




33









 







Section 516. Exemption from Individual Liability.



No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer, director or employee, as such, past, present or future, of the
Company or of any successor Person, either directly or through the Company, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations of the Company, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, stockholders, officers, directors or
employees, as such, of the Company or of any successor Person, or any of the foregoing Persons,
because of the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of the Securities or
implied therefrom; and that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer, director or employee, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Securities.




ARTICLE SIX3⁄4THE TRUSTEE



Section 601. Certain Duties and Responsibilities.



(a) Except during the continuance of an Event of Default,



(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 provisions 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, 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 man would exercise or use under the circumstances in the conduct of
his own affairs.



(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act or its own wilful 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;




34









 







(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 principal amount of
the Outstanding Securities of any Series (voting as a single class) 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 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 adequate indemnity against such risk or liability is not reasonably
assured to it.



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



Section 602. Notice of Defaults.



Within 90 days after the occurrence of any default hereunder in respect of any Series of
Securities, the Trustee shall transmit by mail to all Holders of the Securities of such Series, as
their names and addresses appear in the Security Register, notice of such default hereunder known
to the Trustee, 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 any Security or in the payment of any Sinking Fund installment, 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 and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders; and provided, further, that
in the case of any default of the character specified in Section 501(4) no such notice to Holders
shall be given until at least 30 days after the occurrence thereof.



Section 603. Certain Rights of Trustee.



Except as otherwise provided in 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, security 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 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;




35









 







(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 reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;



(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture 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;



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



(h) in no event shall the Trustee be responsible or liable for special, indirect or consequential
loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective
of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of
the form of action; and



(i) in no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations under this Indenture arising out of or caused, directly or
indirectly, by forces beyond its reasonable control, including without limitation strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, losses or malfunctions of utilities, communications
or computer (software or hardware) services.



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. 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, 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.




36









 







Section 607. Compensation and Reimbursement.



The Company agrees



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



(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 reasonable compensation and the 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 for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of any of its 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 benefit of the Holders of particular
Securities.



Section 608. Disqualification; Conflicting Interests.



The Trustee shall comply with the terms of Section 310 (b) of the TIA.



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 or of any State, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at least $5,000,000,
subject to supervision or examination by Federal or State authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
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. Neither the Company nor any Affiliate of the
Company shall serve as Trustee hereunder. If at any time the Trustee shall 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.



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
under Section 611.



(b) The Trustee may resign at any time with respect to the Securities of any Series by giving
written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the giving of such notice of




37









 







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 (i) 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 or (ii) if there shall not have occurred and be
continuing a Default or Event of Default, by written notice from the Company to the Trustee.



(d) If at any time:



(1) the Trustee shall fail to comply with Section 608 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 for a Series of Securities 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 such
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 may remove the Trustee with respect to all Securities, or
(ii) subject to Section 514, unless the Trustee’s duty to resign is stayed in accordance with
Section 608 of this Indenture, 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.



(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 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 any time there shall be
only one Trustee with respect to the Securities of any particular Series) and shall comply with the
applicable requirements of Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities
of any Series shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such Series delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee with respect to the Securities of such Series and supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any Series
shall have been so appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, 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.



(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




38









 







to the Securities of any Series by mailing written notice of such event by first class mail,
postage prepaid, to the 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) Every successor Trustee appointed hereunder with respect to all Securities 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 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, subject nevertheless to its
lien, if any, provided for in Section 607.



(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, upon payment of its charges,
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, subject nevertheless to its
lien, if any, provided for in Section 607.



(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.




39









 







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



Section 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 of 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.




ARTICLE SEVEN3⁄4HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY



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



The Company will furnish or cause to be furnished to the Trustee



(a) semi-annually, not later than March 15 and September 15 in each year, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of the Securities of
each Series as of the preceding March 1 or September 1, respectively, 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 as of a date not more than 15
days prior to the time such list is furnished,



provided, however, that so long as the Trustee is the Security Registrar, no such list shall be
required to be furnished.



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 Securities of each Series contained in the most recent list furnished to
the Trustee in respect of such Series as provided in Section 701 and the name and addresses of
Holders received by the Trustee in its capacity as Security Registrar (if so acting). The Trustee
may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so
furnished.



(b) If three or more Holders of Securities of any Series (hereinafter referred to as “applicants”)
apply in writing to the Trustee, and furnish the Trustee reasonable proof that each such applicant
has owned a Security of such Series for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to communicate with other
Holders of Securities of such Series with respect to their rights under this Indenture or under the
Securities and is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either




40









 







(i) afford such applicants access to the information in respect of such Series preserved at the
time by the Trustee in accordance with Section 702(a), or



(ii) inform such applicants as to the approximate number of Holders of Securities of such Series
whose names and addresses appear in the information preserved at the time by the Trustee in
accordance with Section 702(a), and as to the approximate cost of mailing to such Holders the form
of proxy or other communication, if any, specified in such application.



If the Trustee shall elect not to afford such applicants access to such information, the Trustee
shall, upon the written request of such applicants, mail to each Holder of Securities of such
Series whose name and address appear in the information preserved at the time by the Trustee in
accordance with Section 702(a) a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the Trustee of the material
to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such applicants and file with
the Commission, together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of
said Holders or would be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.



(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 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 neither
the Trustee nor the Company shall be held accountable by reason of mailing any material pursuant to
a request made under Section 702(b).



Section 703. Reports by Trustee.



(a) Within 60 days after May 15 of each year commencing with the first such date after the issuance
of the first series of Securities hereunder, the Trustee shall transmit by mail to all Holders of
Securities of each Series, as their names and addresses appear in the Security Register, a brief
report dated as of such May 15, in accordance with and to the extent required by Section 313 of the
TIA.



(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which the Securities of such Series are listed, with the
Company, and also with the Commission. The Company will notify the Trustee when the Securities of
any Series are listed on any stock exchange.



Section 704. Reports by Company.



(a) The Company will




41









 







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



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



(3) transmit by mail to all Holders, as their names and addresses appear in the Security Register,
within 30 days after the filing thereof with the Trustee, such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of
this Section as may be required by rules and regulations prescribed from time to time by the
Commission.



(b) A default in the performance, or breach of, any covenant or warranty in this Section 704 shall
not give rise to or result in any right of the Trustee, any Holder or Holders of Securities or any
other Person to declare or cause the acceleration of any Securities or any principal thereof or
interest thereon, anything in this Indenture or in the Securities contained to the contrary
notwithstanding.




ARTICLE EIGHT3⁄4CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER



Section 801. Company May Consolidate, etc., only on Certain Terms.



The Company shall not consolidate with or merge into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, unless:



(1) the Person formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance, transfer or lease the properties and assets of the Company substantially as
an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on all the Securities and the performance of every covenant of
this Indenture on the part of the Company to be performed or observed;



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



(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel
each stating that such consolidation, merger, conveyance, transfer or lease and such




42









 







supplemental indenture comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.



This Section 801 shall not apply to any merger or consolidation in which the Company is the
surviving corporation or to any Packaging Business Divestiture.



Section 802. Successor Corporation Substituted.



Upon any consolidation or merger, or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with Section 801, the successor Person
formed by such consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made: (1) 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
corporation had been named as the Company herein; and (2) the Person named as the “Company” in the
first paragraph of this instrument or any successor which shall theretofore have become such in the
manner prescribed in this Article shall be released from its liability under this Indenture and as
obligor on any of the Securities, provided that, in the case of any such lease, such liability
shall be reinstated upon the termination of such lease.



Section 803. Evidence to be Furnished Trustee.



The Trustee may receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, conveyance, transfer or lease, and any such assumption,
complies with the provisions of this Article Eight.




ARTICLE NINE3⁄4SUPPLEMENTAL INDENTURES



Section 901. Supplemental Indentures without Consent of Holders.



Without the consent of any Holders, the Company 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 contained; or



(2) to add to the covenants of the Company, for the benefit of the Holders, or to surrender any
right or power herein conferred upon the Company; or



(3) to provide for the issuance and the terms of any particular Series of Securities, the rights
and obligations of the Company and the Holders of the Securities of such Series, the form or forms
of the Securities of such Series and such other matters in connection therewith as the Company
shall consider appropriate, including, without limitation, provisions for (a) additional or
different covenants, restrictions or conditions applicable to such Series, (b) additional or
different Events of Default in respect of such Series, (c) a longer or shorter period of grace
and/or notice in respect of any provision applicable to such Series than is provided in Section
501, (d) immediate enforcement of any Event of Default in respect of such Series or (e) limitations
upon the remedies available in respect of any Events of Default in respect of such Series or upon
the rights of the holders of Securities of such Series to waive any such Event of Default;
provided, that this paragraph (3) shall not be deemed to require the execution of a supplemental
indenture to provide for the issuance of any Series of Securities unless the same shall be provided
for in the Authorizing Resolution relating thereto; and




43









 







(4) to evidence and 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); and



(5) to cure any ambiguity or to correct or supplement any provision herein which may be defective
or inconsistent with any other provision herein; and



(6) to make any other change which, in the opinion of counsel to the Company, does not
materially adversely affect the interests of the Holders of the Series of Securities affected
thereby.



Section 902. Supplemental Indentures with Consent of Holders.



With the consent of the Holders of not less than a majority in principal amount of the Outstanding
Securities of all Series affected thereby (voting as a single class), by Act of said Holders
delivered to the Company and the Trustee, the Company 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 such Securities 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, or any installment of interest on, any
Security, or reduce the principal amount thereof or the interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount
Security which would be due and payable upon acceleration under Section 502 or provable in
bankruptcy under Section 504, or change the coin or currency in which any Security or any interest
thereon is payable or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or



(2) reduce the percentage in principal amount of the 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 513 or Section 1010, except to increase
any such percentage or to provide that certain other provisions of this Indenture cannot be
modified or waived without the consent of the Holder of each Security affected thereby.



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



It shall not be necessary for any Act of Holders 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.




44









 







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 or immunities 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.



Unless the Company shall determine, based on an Opinion of Counsel delivered to the Trustee, that
the same shall not be required, every supplemental indenture executed pursuant to this Article
shall conform to the requirements of TIA as then in effect.



Section 906. Reference in Securities to Supplemental Indentures.



Securities 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 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 Authenticating Agent in exchange for Outstanding Securities of the same Series
and Issue.




ARTICLE TEN3⁄4COVENANTS



Section 1001. Payment of Principal, Premium and Interest.



The Company will duly and punctually pay (or cause to be paid) the principal of (and premium, if
any) and interest on the Securities of each Series in accordance with the terms of such Securities
and this Indenture. The principal of (and premium, if any) and interest on Securities shall be
considered paid on the date due if the Paying Agents hold in accordance with this Indenture on that
date money, sufficient to pay all principal (and premium, if any) and interest then due and the
Paying Agents are not prohibited from paying such money to the Holders on such date pursuant to the
terms of this Indenture.



Section 1002. Maintenance of Office or Agency.



Except as otherwise provided in the Authorizing Resolution in respect of any Series, the Company
will maintain an office or agency in The Borough of Manhattan, The City of New York, where
Securities may be presented or surrendered for payment, and will maintain an office or agency in
The Borough of Manhattan, The City of New York, where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company




45









 







initially appoints the Trustee as such agent at its corporate trust office in the Borough of
Manhattan, The City of New York for said purposes. The Company will give prompt written notice to
the Trustee of any change in the location of such office or agency. If at any time the Company
shall fail to maintain such 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 in the Borough of Manhattan, The City of New York, and the Company
hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and
demands.



The Company may also from time to time designate one or more other offices or agencies (in or
outside of such Borough) where the Securities may be presented or surrendered for any or all of
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 such Borough for such purposes.



Section 1003. Money for Security Payments to be Held in Trust; Appointment of Paying Agent.



If the Company shall at any time act as its own Paying Agent, it will, on or before each due date
of the principal of (and premium, if any) or interest on any of the Securities, 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 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, it will, on or before each due date of
the principal of (and premium, if any) or interest on any Securities, deposit with a Paying Agent a
sum, or make other arrangements so that there will be moneys, in each case 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 (and premium, if any) or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act. The Company initially appoints the Trustee as Paying Agent.



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



(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest
on Securities 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) in the making of any payment of principal (and premium, if any) or interest; 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 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 such sums were held by the Company or such Paying




46









 







Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.



Any money deposited with the Trustee or any Paying Agent or then held by the Company, in trust for
the payment of the principal of (and premium, if any) or interest on any Security and remaining
unclaimed for two years after such principal (and premium, if any) or interest has become due and
payable shall 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.



Section 1004. Statement as to Default.



The Company will deliver to the Trustee, on or before a date not more than four months after the
end of each fiscal year (which on the date hereof ends on December 31) of the Company ending after
the date hereof, a statement (which shall not be deemed an Officers’ Certificate and need not
conform with any of the provisions of Section 102) signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company, stating that in the
course of the performance by the signers of their duties as officers of the Company and based upon
a review made under their supervision of the activities of the Company during such year and of the
Company’s performance under this Indenture they would normally obtain knowledge whether or not the
Company is in default in the performance of any covenant or agreement set forth in the Indenture,
stating whether or not they have obtained knowledge that the Company is in default in the
performance of any such covenant or agreement and, if so, specifying each such default of which the
signers have knowledge and the nature thereof.



Section 1005. Corporate 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, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to preserve any such right or
franchise if the Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders of the Securities.



Section 1006. Limitation upon Liens.



(a) The Company will not create, assume, guarantee or suffer to exist, and will not cause, suffer
or permit any Restricted Subsidiary to create, assume, guarantee or suffer to exist, any
indebtedness for borrowed money secured by pledge of, or mortgage or lien on, any of its Principal
Plants, or on any capital stock of any Restricted Subsidiary, other than



(i) purchase money pledges of, or purchase money mortgages or liens on, property acquired
(including through merger or consolidation) after the date of execution of this Indenture, so long
as such pledges, mortgages and liens shall attach only to the assets so acquired and improvements
thereon,



(ii) pledges, mortgages or liens on property acquired after the date of execution of this Indenture
(1) existing at the time of acquisition of such property (including through merger or
consolidation) or (2) which secure indebtedness the proceeds of which are used to pay, or to




47









 







reimburse the Company or any Restricted Subsidiary for, the cost of the acquisition or construction
of such property,



(iii) pledges of or mortgages or liens on property of a Restricted Subsidiary existing at the time
it becomes a Restricted Subsidiary,



(iv) pledges, mortgages or liens to secure all or any part of the cost of development or
construction of any property or assets or improvements thereon and which shall be released or
satisfied within 120 days after completion of such development or construction,



(v) pledges, mortgages or liens required in connection with the acquisition, construction or
development of additions or improvements to Principal Plants which shall be financed by obligations
described in Sections 141–145 of the Internal Revenue Code of 1986, as amended, or by obligations
entitled to substantially similar tax benefits under other legislation or regulations in effect
from time to time,



(vi) pledges, mortgages or liens securing indebtedness owing to the Company or a Restricted
Subsidiary by a Restricted Subsidiary,



(vii) pledges, mortgages or liens existing at the date of this Indenture,



(viii) extensions, renewals or replacements of pledges, mortgages or liens referred to in clauses
(i) to (vii), inclusive, above, or (xi) below, provided that the amount of indebtedness secured by
such extension, renewal or replacement shall not exceed the principal amount of indebtedness being
extended, renewed or replaced, nor shall the pledge, mortgage or lien be extended to any additional
Principal Plant,



(ix) as permitted under Subsection (b) or Subsection (d) of this Section 1006,



(x) pledges, mortgages or liens incurred in connection with sale-leaseback transactions permitted
under Section 1007, and



(xi) pledges, mortgages or liens required in connection with any program, law, statute or
regulation of any state or local governmental entity or authority which provides financial or tax
benefits not available without such pledge, mortgage or lien, provided that substantially all of
the obligations secured thereby are obligations that are in lieu of, or reduce, a property tax or
other payment obligation that itself would have been secured by a pledge, mortgage or lien
permitted hereunder,



without effectively providing that the Securities (together with, if the Company shall so
determine, any other indebtedness of the Company then existing or thereafter created ranking
equally with the Securities and any other indebtedness of the Restricted Subsidiary then existing
or thereafter created) shall be secured by the security of such secured indebtedness equally and
ratably therewith.



(b) If the Company or any Restricted Subsidiary shall at any time enter into a merger or
consolidation with another Person or purchase all or substantially all of the assets of another
Person, or if the Company shall sell its properties and assets substantially as an entirety to
another Person, and if such other Person has outstanding indebtedness secured by a mortgage or
other lien which, by reason of an after-acquired property clause or similar provision therein
contained, would extend, after such merger, consolidation, sale or purchase, to any Principal Plant
owned by the Company or such Restricted Subsidiary immediately prior to such merger, consolidation,
sale or purchase, or to the capital stock of a Restricted Subsidiary, the Company or




48









 







such Restricted Subsidiary, as the case may be, shall in such event be deemed to have created a
mortgage or lien, within the prohibition of Subsection (a) of this Section 1006, unless (i) such
merger or consolidation involving a Restricted Subsidiary shall constitute a disposition by the
Company of its interest in the Restricted Subsidiary, or (ii) either (A) at or prior to the
effective date of such merger, consolidation, sale or purchase, such mortgage or lien shall have
been released of record or otherwise satisfied to the extent it would extend to such Principal
Plant or (B) prior to such merger, consolidation, sale or purchase, the Company or such Restricted
Subsidiary, as the case may be, shall have created, as security for the Securities (and, if the
Company shall so determine, as security for any other indebtedness of the Company then existing or
thereafter created ranking equally with the Securities and any other indebtedness of the Restricted
Subsidiary then existing or thereafter created), a valid lien which, upon completion of said
merger, consolidation, sale or purchase, will rank prior to the lien of such mortgage or other lien
of such other corporation on such Principal Plant or such capital stock of Restricted Subsidiaries.



(c) If pursuant to the provisions of this Section 1006 the Company or any Restricted Subsidiary
shall at any time be obligated to secure the Securities (together with, if the Company shall so
determine, any other indebtedness then existing or thereafter created ranking equally with the
Securities and any other indebtedness of the Restricted Subsidiary then existing or thereafter
created), the Company covenants and agrees that it will promptly furnish to the Trustee



(i) an Officers’ Certificate stating that the applicable covenant of the Company above set forth in
this Section 1006 has been complied with; and



(ii) an Opinion of Counsel to the effect that such covenant has been complied with.



(d) Notwithstanding the foregoing provisions of this Section 1006, the Company and any one or more
Restricted Subsidiaries may create, assume, guarantee or suffer to exist any indebtedness for
borrowed money otherwise subject to the foregoing restrictions and in addition to that permitted by
Subsection (a) or (b) of this Section 1006 (other than pursuant to clause (x) of said Subsection
(a)), and renew, extend or replace such indebtedness for money borrowed; provided, that, at the
time of such creation, assumption, guarantee, sufferance, renewal, extension or replacement, the
aggregate principal amount of such indebtedness for money borrowed, when added to the fair market
value of property transferred in sale-leaseback transactions and not reacquired at such time as
permitted by Section 1007(c) and the aggregate principal amount of indebtedness for borrowed money
created, assumed, guaranteed or permitted to exist as permitted by Section 1008(b) (computed
without duplication of amounts constituting indebtedness referred to in this Subsection (d)), does
not at the time exceed 10% of Net Tangible Assets.



Section 1007. Sale-Leaseback Transactions Relating to Principal Plants.



(a) Except to the extent permitted under Subsection (c) of this Section 1007, and except for any
transaction involving a lease for a temporary period, not to exceed three years, by the end of
which it is intended that the use of the leased property by the Company or any Restricted
Subsidiary will be discontinued and except for any transaction with a state or local authority that
is required in connection with any program, law, statute or regulation that provides financial or
tax benefits not available without such transaction, the Company shall not sell any Principal Plant
as an entirety, or any substantial portion thereof, with the intention of taking back a lease of




49









 







such property and the Company will not permit any Restricted Subsidiary to sell to anyone other
than the Company or a Restricted Subsidiary any Principal Plant as an entirety, or any substantial
portion thereof, with the intention of taking back a lease of such property unless



(i) the net proceeds of such sale (including any purchase money mortgages received in connection
with such sale) are at least equal to the fair market value (as determined by an officer of the
Company) of such property and



(ii) subject to Subsection (d) of this Section 1007, the Company shall, within 120 days after
the transfer of title to such property (or, if the Company holds the net proceeds described below
in cash or cash equivalents, within two years)





(A) purchase, and surrender to the Trustee for retirement as provided in this Section 1007,
a principal amount of Securities equal to the net proceeds derived from such sale (including
the amount of any such purchase money mortgages), or




(B) repay other Funded Debt of the Company or any Restricted Subsidiary in an amount equal
to such net proceeds, or




(C) expend an amount equal to such net proceeds for the expansion, construction or
acquisition of a Principal Plant, or




(D) effect a combination of such purchases, repayments and plant expenditures in an amount
equal to such net proceeds.


(b) At or prior to the date 120 days after a transfer of title to a Principal Plant which shall be
subject to the requirements of this Section 1007, the Company shall furnish to the Trustee:



(i) an Officers’ Certificate stating that the covenant of the Company in Section 1007(a) has been
complied with and setting forth in detail the manner of such compliance, which certificate shall
contain information as to (A) the amount of Securities theretofore redeemed and the amount of
Securities theretofore purchased by the Company and cancelled by the Trustee and the amount of
Securities purchased by the Company and then being surrendered to the Trustee for cancellation, (B)
the amount thereof previously credited under Subsection (d) of this Section 1007, (C) the amount
thereof which it then elects to have credited on its obligation under Subsection (d) of this
Section 1007, and (D) any amount of other indebtedness which the Company has repaid or will repay
and of the expenditures which the Company has made or will make in compliance with its obligation
under Subsection (a) of this Section 1007,



(ii) a deposit with the Trustee for cancellation of the Securities then being surrendered as set
forth in such certificate; and



(iii) an Opinion of Counsel to the effect that such covenant has been complied with.



(c) Notwithstanding the restriction of Subsection (a) of this Section 1007, the Company and any one
or more Restricted Subsidiaries may transfer property in sale-leaseback transactions which would
otherwise be subject to such restriction if the aggregate amount of the fair market value of the
property so transferred and not reacquired at such time, when added to the aggregate principal
amount of indebtedness for borrowed money permitted by Section 1006(d) and Section 1008(b) which
shall be outstanding at the time (computed without duplication of the value of property transferred
as provided in this Subsection (c)), does not at the time exceed 10% of Net Tangible Assets.




50









 







(d) The Company, at its option, shall be entitled to a credit, in respect of its obligation to
purchase and retire Securities under this Section 1007, for the principal amount of any Securities
deposited with the Trustee for the purpose and also for the principal amount of (i) any Securities
theretofore redeemed at the option of the Company and (ii) any Securities previously purchased by
the Company and cancelled by the Trustee, and in each case not theretofore applied as a credit
under this Subsection (d) or Section 1202.



(e) For purposes of this Section 1007, the amount or the principal amount of Securities which are
Original Issue Discount Securities shall be the principal amount of said Original Issue Discount
Securities that on the date of the purchase or redemption of such Securities referred to in this
Section could be declared to be due and payable pursuant to Section 502.



Section 1008. Limitation Upon Funded Debt of Restricted Subsidiaries.



(a) The Company will not permit any Restricted Subsidiary to create, assume or permit to exist any
Funded Debt other than (A) Funded Debt secured by a mortgage, pledge or lien which is permitted to
such Restricted Subsidiary under the provisions of Section 1006, (B) Funded Debt owed to the
Company or any Restricted Subsidiary, (C) Funded Debt of a Person existing at the time it becomes a
Restricted Subsidiary, (D) Funded Debt created in connection with, or with a view to, compliance by
such Restricted Subsidiary with the requirements of any program, law, statute or regulation of any
federal, state or local governmental authority, which is applicable to such Restricted Subsidiary
and which provides financial or tax benefits to such Restricted Subsidiary which are not available
directly to the Company or available directly to the Company only on terms which the Company
determines are not as favorable as those available to the Restricted Subsidiary and (E) guarantees
existing at the date of this Indenture.



(b) Notwithstanding the provisions of paragraph (a) of this Section 1008, any Restricted Subsidiary
may create, assume or permit to exist any Funded Debt in addition to that permitted by paragraph
(a) of this Section 1008, and renew, extend or replace such Funded Debt, provided that at the time
of such creation, assumption, renewal, extension or replacement, and after giving effect thereto,
the aggregate principal amount of such Funded Debt which would otherwise be subject to the
foregoing restriction, together with the aggregate principal amount of indebtedness for borrowed
money permitted by Subsection (d) of Section 1006 and the aggregate amount of the fair market value
of property transferred in sale-leaseback transactions and not reacquired at such time as permitted
by Subsection (c) of Section 1007 (computed without duplication of amounts) does not at the time
exceed 10% of Net Tangible Assets.



Section 1009. Maintenance of Insurance.



The Company will cause its property and the property of each Subsidiary to be insured at all times
against loss from damage or destruction by fire and other risks to the extent and in such manner as
is customary for companies comparable in size to the Company and conducting businesses similar in
size and nature to the businesses carried on by the Company from time to time; provided, however,
that the Company and each of its Subsidiaries may adopt (in lieu of or supplementing such
insurance) any other or supplemental plan or method of protection against loss, including
self-insurance plans, as may be determined by the Company to be in the overall best interests of
the Company from time to time.




51









 







Section 1010. Waiver of Certain Covenants.



The Company may omit in any particular instance to comply with any covenant or condition set forth
in Sections 1005 to 1009, inclusive, and any other covenant or condition set forth in any
Authorizing Resolution or supplemental indenture for the benefit of the Holders of the Securities
or any particular Series of Securities, if the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of all Series which are entitled to the benefits
thereof (voting as a single 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.




ARTICLE ELEVEN3⁄4REDEMPTION OF SECURITIES



Section 1101. Right of Redemption.



Redeemable Securities may be redeemed otherwise than through the operation of the Sinking Fund
provided for in Article Twelve at the election of the Company at the times, on the conditions and
at the Redemption Prices specified therein, in (or pursuant to) the Authorizing Resolution relating
thereto and in the supplemental indenture (if any) executed in connection with the issuance of such
Securities, any Redemption Price to be accompanied by accrued interest to the Redemption Date.



Section 1102. Applicability of Article.



Redemption of Securities at the election of the Company or otherwise, as permitted or required by
any provision referred to in Section 1101, shall be made in accordance with such provision and this
Article.



Section 1103. Election to Redeem; Notice to Trustee.



The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or
set forth in an Officers’ Certificate which states that such election has been duly authorized by
all requisite corporate action on the part of the Company. Except as otherwise provided in an
Authorizing Resolution or a Supplemental Indenture with respect to an Issue or Series of
Securities, in case of any redemption at the election of the Company the Company shall, at least 50
days 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 the Series or Issue or the several Series or Issues, as the case may be, to
be redeemed. In the case of any redemption of Securities (i) prior to the expiration of any
restriction on such redemption provided in the Securities or elsewhere in this Indenture or (ii)
pursuant to an election of the Company which is subject to a condition specified 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 or condition.



Section 1104. Selection by Trustee of Securities to be Redeemed.



If less than all the Securities of any Series or Issue are to be redeemed, the particular
Securities of such Series or Issue to be redeemed shall be selected not more than 90 days prior to
the Redemption Date by the Trustee, from the Outstanding Securities of such Series or Issue not




52









 







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 of the Series or Issue or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than such minimum denomination. If the Company shall so
specify, Securities held by the Company or any Subsidiary shall not be included in the Securities
selected for redemption.



The Trustee shall promptly notify the Company in writing of the Securities selected for redemption
and, in the case of any Security 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 Security which has been or is
to be redeemed.



Section 1105. Notice of Redemption.



Except as otherwise provided in an Authorizing Resolution or a Supplemental Indenture with respect
to an Issue or Series of Securities, notice of redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the Security Register.



All notices of redemption shall state:



(1) the Redemption Date,



(2) the Redemption Price or, if not then ascertainable, the manner of calculation thereof,



(3) if less than all Outstanding Securities of the Series or Issue are to be redeemed, the
identification (and, in the case of partial redemption, the principal amount) 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, and that interest thereon shall cease to accrue on and after said date,



(5) that the redemption is for a Sinking Fund, if such is the case; and



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



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 of and at the expense of the
Company.



Section 1106. Deposit of Redemption Price.



On or prior to 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) any accrued interest on, all the
Securities or portions thereof which are to be redeemed on that date.




53









 







Section 1107. 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 thereof 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 to the Redemption Date; provided, however, except as otherwise
provided in an Authorizing Resolution or a Supplemental Indenture with respect to an Issue or
Series of Securities, 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 on the relevant Regular or Special Record Date according to their
terms and the provisions of Section 308.



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 or duly provided for, bear interest from the
Redemption Date at the rate borne by the Security or, in the case of Original Issue Discount
Securities, at a rate equal to the Yield to Maturity thereof.



Section 1108. Securities Redeemed in Part.



Any Security which is to be redeemed only in part shall be surrendered at the office or agency of
the Company maintained for that purpose pursuant to Section 1002 (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 Authenticating Agent shall authenticate and
deliver to the Holder of such Security, without service charge, a new Security or Securities of the
same Issue, of any authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Security so
surrendered; except that if a Global Security is so surrendered, the Company shall execute, and the
Trustee shall authenticate, upon Company Order, and deliver to the Depositary for such Global
Security without service charge, a new Global Security in a denomination equal to and in exchange
for the unredeemed portion of the principal amount of the Global Security so surrendered.




ARTICLE TWELVE3⁄4SINKING FUND



Section 1201. Sinking Fund Payments.



As and for a Sinking Fund for the retirement of Sinking Fund Securities, the Company will, until
all such Securities are paid or payment thereof is duly provided for, deposit in accordance with
Section 1106, at such times and subject to such terms and conditions as shall be specified in the
provisions of such Securities and the Authorizing Resolution and supplemental indenture (if any)
relating thereto, such amounts in cash as shall be required or permitted under such provisions in
order to redeem Securities on the specified Redemption Dates at a Redemption Price equal to their
principal amounts, less in each such case the amount of any credit against such payment received by
the Company under Section 1202. Each such Sinking Fund payment shall be applied to the redemption
of Securities on the specified Redemption Date as herein provided.




54









 







Section 1202. Satisfaction of Sinking Fund Payments with Securities.



The Company (1) may deliver Securities of the same Issue (other than any previously called for
redemption or theretofore applied as a credit against a Sinking Fund payment or as a credit under
Section 1007(d)) and (2) may apply as a credit Securities of the same Issue redeemed at the
election of the Company pursuant to Section 1101 or through the operation of the Sinking Fund in
any period in excess of the minimum amount required for such period under Section 1201 or the
provisions relating to such Issue referred to in Section 1201 and not theretofore applied as a
credit against a Sinking Fund payment or a credit under Section 1007(d), in each case in
satisfaction of all or any part of any Sinking Fund payment required to be made pursuant to Section
1201. Each such Security so delivered or applied shall be credited for such purpose by the Trustee
at a Redemption Price equal to its principal amount and the required amount of such Sinking Fund
payment shall be reduced accordingly.



Section 1203. Redemption of Securities for Sinking Fund.



If in any year the Company shall elect to redeem in excess of the minimum principal amount of
Securities required to be redeemed pursuant to Section 1201 or to satisfy all or any part of any
Sinking Fund payment by delivering or crediting Securities pursuant to Section 1202, then at least
60 days prior to the date on which the Sinking Fund payment in question shall be due (or such
shorter period as shall be approved by the Trustee), the Company shall deliver to the Trustee an
Officers’ Certificate specifying the amount of the Sinking Fund payment and the portions thereof
which are to be satisfied by payment of cash, by delivery of Securities or by crediting Securities,
and, at least 45 days prior to the Sinking Fund payment date (or such shorter period as shall be
approved by the Trustee), will also deliver to the Trustee the Securities to be so delivered. Such
Officers’ Certificate shall also state that the Securities forming the basis of any such credit do
not include any Securities which have been redeemed through the operation of the Sinking Fund in
the minimum amount required under Section 1201, previously credited against any Sinking Fund
payment or credited in accordance with Section 1007(d). The Trustee shall, upon the receipt of
such Officers’ Certificate (or, if it shall not have received such an Officers’ Certificate at
least 60 days prior to the Sinking Fund payment date, then following such 60th day), select the
Securities to be redeemed upon the next Sinking Fund payment date, in the manner specified in
Section 1104, 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 1105. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections
1107 and 1108.




ARTICLE THIRTEEN3⁄4DEFEASANCE AND COVENANT DEFEASANCE.



Section 1301. Defeasance.



Upon satisfaction of the applicable conditions specified in Section 1303, the Company shall be
discharged from all of its obligations under the Securities of a Series and under this Indenture
with respect to the Securities of such Series, except for its obligations under Sections 304, 306,
307, 607, 1002 and 1003 and this Article Thirteen (referred to below as a “Defeasance”).



Section 1302. Covenant Defeasance.



Upon satisfaction of the applicable conditions specified in Section 1303, the Company shall be
released from its obligations under Article Eight and Sections 1005 through 1009, inclusive, with




55









 







respect to the Securities of a Series and the occurrence of an event specified in Section 501(4)
(with respect to Article Eight or any of said Sections 1005 through 1009, inclusive) shall not be
deemed to be an Event of Default with respect to the Securities of such Series (referred to below
as a “Covenant Defeasance”). Such Covenant Defeasance means that, with respect to the Securities
of such Series, the Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or indirectly by
reason of any reference in this Indenture or in any other document to any such Section, and that
the Securities of such Series shall thereafter be deemed not to be Outstanding for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with the provisions of Article Eight and Sections 1005 through 1009,
inclusive, but shall continue to be deemed Outstanding for all other purposes hereunder.
Notwithstanding a covenant defeasance with respect to Article Eight, as a condition to any merger,
consolidation, conveyance, transfer or lease contemplated by that Article, the Person with which
the Company shall have consolidated or into which the Company shall have merged or to which the
property and assets of the Company shall have been conveyed, transferred or leased shall have
expressly assumed, by an indenture supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of all amounts due under Section
607.



Section 1303. Conditions to Defeasance or Covenant Defeasance.



The following shall be the conditions to application of either Section 1301 or Section 1302 to the
Securities of any Series:



(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (which
term, for purposes of this Article (other than Section 1306), shall also refer to another trustee
satisfying the requirements of Section 609 who shall agree to comply with the applicable provisions
of this Article) in trust for the Holders of such Securities (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms, and with no further reinvestment, will provide, not later
than one day before the due date of any payment, money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay and discharge the
principal of (and premium, if any) and interest on such Securities at or before the Stated Maturity
thereof (and to redeem any Sinking Fund Securities required to be redeemed prior to such payment
and discharge) in accordance with this Indenture and such Securities. Notwithstanding the
foregoing, in the case of any Redeemable Securities which are to be redeemed prior to their
respective Stated Maturities, no deposit under this paragraph shall be deemed sufficient to pay and
discharge such Securities as aforesaid until proper notice of such redemption shall have been given
in accordance with Article Eleven of this Indenture or irrevocable instructions shall have been
given to the Trustee to give such notice.



(2) The Company shall have delivered to the Trustee an Opinion of Counsel stating that the Holders
of such Securities will not recognize gain or loss for Federal income tax purposes as a result of
such deposit, Defeasance or Covenant Defeasance and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would have been the case if such deposit,
Defeasance or Covenant Defeasance had not occurred.




56









 







(3) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that
such Securities, if then listed on any securities exchange, will not be delisted as a result of
such deposit.



(4) No Event of Default or event which with notice or lapse of time or both would become an Event
of Default with respect to such Securities shall have occurred and be continuing on the date of
such deposit or, insofar as any event described in Section 501(5) or (6), at any time prior to the
91st day after such deposit.



(5) Such deposit, Defeasance, Covenant Defeasance or discharge shall not result in a violation of,
or constitute a default under, any other agreement or instrument to which the Company is a party or
by which it is bound.



(6) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit
constituting an investment company as defined in the Investment Company Act of 1940, as amended, or
such trust shall be qualified under such act or exempt from regulation thereunder.



(7) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting
interest under the TIA with respect to any Securities of the Company or any guarantor.



(8) The Company shall have delivered to the Trustee (i) an Officers’ Certificate stating that all
conditions precedent provided for relating to such Defeasance, Covenant Defeasance, discharge or
deposit have been complied with, and (ii) an Opinion of Counsel stating that all conditions
precedent provided for relating to such Defeasance, Covenant Defeasance, discharge or deposit have
been complied with.



Section 1304. Application of Funds.



Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 1303 in
respect of one or more Series of Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such 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 Holders of such Securities, of all sums due and to become due thereon
in respect of principal and any premium and interest, but such money need not be segregated from
other funds except to the extent required by law.



The Company shall pay (in addition to any U.S. Government Obligations deposited pursuant to Section
1303), and indemnify the Trustee against, any tax, fee or other charge imposed on or assessed
against the U.S. Government Obligations deposited pursuant to Section 1303 or the principal and
interest received in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Securities for which such deposit is made.



Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or U.S. Government Obligations held
by it as provided in Section 1303 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be deposited to effect
an equivalent Defeasance or Covenant Defeasance.




57









 







Section 1305. Reinstatement.



If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Section 1304 with respect to the Securities of a Series by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations under this Indenture and the Securities of such
Series shall be revived and reinstated as though no deposit had occurred pursuant to this Article
Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1304; provided, however, that if the Company makes any payment of principal
of and any premium or interest on any Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of the Securities of such Series to
receive such payment from the money held by the Trustee or the Paying Agent.



Section 1306. Trustee Appointed under Section 1303.



Any trustee appointed pursuant to Section 1303 for the purpose of holding trust funds and U.S.
Government Obligations deposited pursuant to that Section shall be appointed under an agreement in
form acceptable to the Trustee, and the Company shall provide to the Trustee an Officer’s
Certificate, upon which certificate the Trustee shall be entitled to rely conclusively, that all
conditions precedent provided for herein to the related Defeasance or Covenant Defeasance have been
complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee.




58









 







This instrument may be executed in any number of counterparts, each of which so executed shall be
deemed to be as 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, all as of
the day and year first above written.




	 	 	 	 	 	 	 
	Anheuser-Busch Companies, Inc.	 	The Bank of New York Trust Company, N.A.,
Trustee
	 
	 	 	 	 	 	 
	By:

	 	/s/ William J. Kimmins, jr.
	 	By:
	 	/s/
Kerry A. McFarland

	 

	 	 
	 	 	 	 
	 

	 	William J. Kimmins, Jr.	 	 	 	Kerry A. McFarland
	 

	 	Vice President and Treasurer
	 	 	 	Vice President







59