exv4w2



 







EXHIBIT 4.2




 




 





CONOCOPHILLIPS AUSTRALIA FUNDING COMPANY




as Issuer




CONOCOPHILLIPS




and




CONOCOPHILLIPS COMPANY




as Guarantors




and




U.S. BANK NATIONAL ASSOCIATION




as Trustee




 






Indenture




Dated as of                      ___, ____




 






Debt Securities




 



 






 









 





CONOCOPHILLIPS AUSTRALIA FUNDING COMPANY




Reconciliation and tie between Trust Indenture Act of 1939

and Indenture, dated as of [                     ___, ___]




 






	 	 	 	 	 
	Section of	 	 	 	 
	Trust Indenture	 	 	 	Section(s) of
	Act of 1939	 	 	 	Indenture
	§ 310

	 	(a)(1)
	 	7.10
	 

	 	(a)(2)
	 	7.10
	 

	 	(a)(3)
	 	Not Applicable
	 

	 	(a)(4)
	 	Not Applicable
	 

	 	(a)(5)
	 	7.10
	 

	 	(b)
	 	7.08, 7.10
	§ 311

	 	(a)
	 	7.11
	 

	 	(b)
	 	7.11
	 

	 	(c)
	 	Not Applicable
	§ 312

	 	(a)
	 	2.07
	 

	 	(b)
	 	11.03
	 

	 	(c)
	 	11.03
	§ 313

	 	(a)
	 	7.06
	 

	 	(b)
	 	7.06
	 

	 	(c)
	 	7.06
	 

	 	(d)
	 	7.06
	§ 314

	 	(a)
	 	4.03, 4.04
	 

	 	(b)
	 	Not Applicable
	 

	 	(c)(1)
	 	11.04
	 

	 	(c)(2)
	 	11.04
	 

	 	(c)(3)
	 	Not Applicable
	 

	 	(d)
	 	Not Applicable
	 

	 	(e)
	 	11.05
	§ 315

	 	(a)
	 	7.01(b)
	 

	 	(b)
	 	7.05
	 

	 	(c)
	 	7.01(a)
	 

	 	(d)
	 	7.01(c)
	 

	 	(d)(1)
	 	7.01(c)(1)
	 

	 	(d)(2)
	 	7.01(c)(2)
	 

	 	(d)(3)
	 	7.01(c)(3)
	 

	 	(e)
	 	6.11
	§ 316

	 	(a)(1)(A)
	 	6.05
	 

	 	(a)(1)(B)
	 	6.04
	 

	 	(a)(2)
	 	Not Applicable
	 

	 	(a)(last sentence)
	 	2.11
	 

	 	(b)
	 	6.07
	§ 317

	 	(a)(1)
	 	6.08
	 

	 	(a)(2)
	 	6.09
	 

	 	(b)
	 	2.06
	§ 318

	 	(a)
	 	11.01








 




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





i









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	1	 
	 
	 	 	 	 	 	 
	     SECTION 1.01
	 	Definitions	 	 	1	 
	     SECTION 1.02
	 	Other Definitions	 	 	8	 
	     SECTION 1.03
	 	Incorporation by Reference of Trust Indenture Act	 	 	8	 
	SECTION 1.04
	 	Rules of Construction	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE II THE SECURITIES	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 2.01
	 	Amount Unlimited; Issuable in Series	 	 	9	 
	SECTION 2.02
	 	Denominations	 	 	12	 
	SECTION 2.03
	 	Forms Generally	 	 	12	 
	SECTION 2.04
	 	Execution, Authentication, Delivery and Dating	 	 	12	 
	SECTION 2.05
	 	Registrar and Paying Agent	 	 	14	 
	SECTION 2.06
	 	Paying Agent to Hold Money in Trust	 	 	15	 
	SECTION 2.07
	 	Holder Lists	 	 	15	 
	SECTION 2.08
	 	Transfer and Exchange	 	 	15	 
	SECTION 2.09
	 	Replacement Securities	 	 	16	 
	SECTION 2.10
	 	Outstanding Securities	 	 	16	 
	SECTION 2.11
	 	Original Issue Discount,
Foreign-Currency Denominated and Treasury Securities	 	17	 
	SECTION 2.12
	 	Temporary Securities	 	 	17	 
	SECTION 2.13
	 	Cancellation	 	 	17	 
	SECTION 2.14
	 	Payments; Defaulted Interest	 	 	18	 
	SECTION 2.15
	 	Persons Deemed Owners	 	 	18	 
	SECTION 2.16
	 	Computation of Interest	 	 	18	 
	SECTION 2.17
	 	Global Securities; Book-Entry Provisions	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE III REDEMPTION	 	 	21	 
	 
	 	 	 	 	 	 
	SECTION 3.01
	 	Applicability of Article	 	 	21	 
	SECTION 3.02
	 	Notice to the Trustee	 	 	21	 
	SECTION 3.03
	 	Selection of Securities To Be Redeemed	 	 	21	 
	SECTION 3.04
	 	Notice of Redemption	 	 	22	 
	SECTION 3.05
	 	Effect of Notice of Redemption	 	 	23	 
	SECTION 3.06
	 	Deposit of Redemption Price	 	 	23	 
	SECTION 3.07
	 	Securities Redeemed in Part	 	 	23	 
	SECTION 3.08
	 	Purchase of Securities	 	 	23	 
	SECTION 3.09
	 	Mandatory and Optional Sinking Funds	 	 	24	 
	SECTION 3.10
	 	Satisfaction of Sinking Fund Payments with Securities	 	 	24	 
	SECTION 3.11
	 	Redemption of Securities for Sinking Fund	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE IV COVENANTS	 	 	25	 
	 
	 	 	 	 	 	 
	SECTION 4.01
	 	Payment of Securities	 	 	25	 
	SECTION 4.02
	 	Maintenance of Office or Agency	 	 	25	 
	SECTION 4.03
	 	SEC Reports; Financial Statements	 	 	26	 






ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	SECTION 4.04
	 	Compliance Certificate	 	 	26	 
	SECTION 4.05
	 	Corporate or Other Existence	 	 	27	 
	SECTION 4.06
	 	Waiver of Stay, Extension or Usury Laws	 	 	27	 
	SECTION 4.07
	 	Additional Amounts	 	 	27	 
	SECTION 4.08
	 	Limitation on Liens	 	 	27	 
	SECTION 4.09
	 	Limitation on Sale/Leaseback Transactions	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE V SUCCESSORS	 	 	29	 
	 
	 	 	 	 	 	 
	SECTION 5.01
	 	Limitations on Mergers and Consolidations	 	 	29	 
	SECTION 5.02
	 	Successor Person Substituted	 	 	29	 
	SECTION 5.03
	 	Assignment by and Substitution of the Company	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	 	 	30	 
	 
	 	 	 	 	 	 
	SECTION 6.01
	 	Events of Default	 	 	30	 
	SECTION 6.02
	 	Acceleration	 	 	32	 
	SECTION 6.03
	 	Other Remedies	 	 	33	 
	SECTION 6.04
	 	Waiver of Defaults	 	 	33	 
	SECTION 6.05
	 	Control by Majority	 	 	34	 
	SECTION 6.06
	 	Limitations on Suits	 	 	34	 
	SECTION 6.07
	 	Rights of Holders to Receive Payment	 	 	34	 
	SECTION 6.08
	 	Collection Suit by Trustee	 	 	35	 
	SECTION 6.09
	 	Trustee May File Proofs of Claim	 	 	35	 
	SECTION 6.10
	 	Priorities	 	 	35	 
	SECTION 6.11
	 	Undertaking for Costs	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE VII TRUSTEE	 	 	36	 
	 
	 	 	 	 	 	 
	SECTION 7.01
	 	Duties of Trustee	 	 	36	 
	SECTION 7.02
	 	Rights of Trustee	 	 	37	 
	SECTION 7.03
	 	May Hold Securities	 	 	38	 
	SECTION 7.04
	 	Trustee’s Disclaimer	 	 	38	 
	SECTION 7.05
	 	Notice of Defaults	 	 	39	 
	SECTION 7.06
	 	Reports by Trustee to Holders	 	 	39	 
	SECTION 7.07
	 	Compensation and Indemnity	 	 	39	 
	SECTION 7.08
	 	Replacement of Trustee	 	 	40	 
	SECTION 7.09
	 	Successor Trustee by Merger, etc.	 	 	42	 
	SECTION 7.10
	 	Eligibility; Disqualification	 	 	42	 
	SECTION 7.11
	 	Preferential Collection of Claims Against the Company or a Guarantor	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE VIII DISCHARGE OF INDENTURE	 	 	42	 
	 
	 	 	 	 	 	 
	SECTION 8.01
	 	Termination of the Company’s and the Guarantors’ Obligations	 	 	42	 
	SECTION 8.02
	 	Application of Trust Money	 	 	46	 
	SECTION 8.03
	 	Repayment to Company or Guarantor	 	 	46	 
	SECTION 8.04
	 	Reinstatement	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS	 	 	47	 
	 
	 	 	 	 	 	 
	SECTION 9.01
	 	Without Consent of Holders	 	 	47	 
	SECTION 9.02
	 	With Consent of Holders	 	 	48	 






iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	SECTION 9.03
	 	Compliance with Trust Indenture Act	 	 	50	 
	SECTION 9.04
	 	Revocation and Effect of Consents	 	 	50	 
	SECTION 9.05
	 	Notation on or Exchange of Securities	 	 	51	 
	SECTION 9.06
	 	Trustee to Sign Amendments, etc.	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE X GUARANTEE	 	 	52	 
	 
	 	 	 	 	 	 
	SECTION 10.01
	 	Guarantee	 	 	52	 
	SECTION 10.02
	 	Proceedings Against Guarantor	 	 	52	 
	SECTION 10.03
	 	Subrogation	 	 	53	 
	SECTION 10.04
	 	Guarantee for Benefit of Holders	 	 	53	 
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS	 	 	53	 
	 
	 	 	 	 	 	 
	SECTION 11.01
	 	Trust Indenture Act Controls	 	 	53	 
	SECTION 11.02
	 	Notices	 	 	54	 
	SECTION 11.03
	 	Communication by Holders with Other Holders	 	 	55	 
	SECTION 11.04
	 	Certificate and Opinion as to Conditions Precedent	 	 	55	 
	SECTION 11.05
	 	Statements Required in Certificate or Opinion	 	 	55	 
	SECTION 11.06
	 	Rules by Trustee and Agents	 	 	56	 
	SECTION 11.07
	 	Legal Holidays	 	 	56	 
	SECTION 11.08
	 	No Recourse Against Others	 	 	56	 
	SECTION 11.09
	 	Governing Law	 	 	56	 
	SECTION 11.10
	 	No Adverse Interpretation of Other Agreements	 	 	57	 
	SECTION 11.11
	 	Successors	 	 	57	 
	SECTION 11.12
	 	Severability	 	 	57	 
	SECTION 11.13
	 	Counterpart Originals	 	 	57	 
	SECTION 11.14
	 	Table of Contents, Headings, etc.	 	 	57	 







iv









 







          INDENTURE
dated as of ______ ___, ___ among ConocoPhillips Australia Funding Company, a
Delaware corporation (the “Company”), ConocoPhillips, a Delaware corporation (the “Parent”),
ConocoPhillips Company, a Delaware corporation (the “Subsidiary Guarantor” and, together with the
Parent, the “Guarantors”), and U.S. Bank National Association, a national banking association, as
trustee (the “Trustee”).




          Each party agrees as follows for the benefit of the other parties and for the equal and
ratable benefit of the Holders of the Company’s unsecured debentures, notes or other evidences of
indebtedness (the “Securities”) to be issued from time to time in one or more series as provided in
this Indenture:




ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




SECTION 1.01 Definitions.




          “Additional Amounts” means any additional amounts required by the express terms of a Security
or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant thereto,
to be paid by the Company or any Guarantor, as the case may be, with respect to certain taxes,
assessments or other governmental charges imposed on certain Holders and that are owing to such
Holders.




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




          “Agent” means any Registrar or Paying Agent.




          “Attributable Debt,” when used with respect to any Sale/Leaseback Transaction, means, as at
the time of determination, the present value (discounted at the rate set forth or implicit in the
terms of the lease included in such transaction) of the total obligations of the lessee for rental
payments (other than amounts required to be paid on account of taxes, maintenance, repairs,
insurance, assessments, utilities, operating and labor costs and other items which do not
constitute payments for property rights) during the remaining term of the lease included in such
Sale/Leaseback Transaction (including any period for which such lease has been extended). In the
case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount
shall be the lesser of the net amount determined assuming termination upon the first date such
lease may be terminated (in which case the net amount shall also include the amount of the penalty,
but no rent shall be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated) or the net amount determined assuming no such termination.




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





1









 








          “Board of Directors,” when used with reference to the Company or a Guarantor, means the Board
of Directors or comparable governing body of the Company or such Guarantor, as the case may be, or
any committee thereof duly authorized, with respect to any particular matter, to act by or on
behalf of the Board of Directors or comparable governing body of the Company or such Guarantor, as
the case may be.




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




          “Business Day” means any day that is not a Legal Holiday.




          “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; provided, however, that for
purposes of any provision contained herein which is required by the TIA, “Company” shall also mean
each other obligor (if any), other than a Guarantor, on the Securities of a series.




          “Company Order” and “Company Request” mean, respectively, a written order or request signed in
the name of the Company by two Officers of the Company and, in the case of a Company Order pursuant
to Section 2.01 or 2.04, in the name of each Guarantor by an Officer of such Guarantor, and
delivered to the Trustee.




          “Consolidated Adjusted Net Assets” means the total amount of assets less (1) all current
liabilities (excluding the amount of those liabilities which are by their terms extendable or
renewable at the option of the obligor to a date more than 12 months after the date as of which the
amount is being determined and current maturities of long-term debt) and (2) total prepaid expenses
and deferred charges, all as set forth on the most recent quarterly balance sheet of the Parent and
its consolidated subsidiaries and determined in accordance with GAAP.




          “Corporate Trust Office of the Trustee” means the office of the Trustee located at 5847 San
Felipe Plaza, Suite 1050, Houston, Texas 77057, Attention: Corporate Trust Services, and as may be
located at such other address as the Trustee may give notice to the Company and the Guarantors.




          “Debt” means all notes, bonds, debentures or other similar evidences of debt for money
borrowed.




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




          “deliver” or “delivery” means, in the context of certificated Securities, actual physical
delivery of the certificated Securities to the relevant Person required hereunder, together
with all endorsements, and in the context of Global Securities, the designation on the records
of the Depositary of a change in the beneficial interests of a holder in a Global Security.






2









 








          “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in global form, the Person specified pursuant to Section 2.01 hereof as the initial
Depositary with respect to the Securities of such series, until a successor shall have been
appointed and become such pursuant to the applicable provision of this Indenture, and thereafter
“Depositary” shall mean or include such successor.




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




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




          “Funded Debt” means all Debt (including Debt incurred under any revolving credit, letter of
credit or working capital facility) that matures by its terms, or that is renewable at the option
of any obligor thereon, to a date more than one year after the date on which such Debt is
originally incurred.




          “GAAP” means generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, as in effect from time to
time.




          “Global Security” means a Security that is issued in global form in the name of the Depositary
with respect thereto or its nominee.




          “Government Obligations” means, with respect to a series of Securities, direct obligations of
the government that issues the currency in which the Securities of the series are payable for the
payment of which the full faith and credit of such government is pledged, or obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of such government,
the payment of which is unconditionally guaranteed as a full faith and credit obligation by such
government.




          “Guarantee” means the guarantee of the Company’s obligations under the Securities by a
Guarantor as provided in Article X.




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




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




          “Indenture” means this Indenture as amended or supplemented from time to time pursuant to the
provisions hereof, and includes the terms of a particular series of Securities established as
contemplated by Section 2.01.





3









 








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




          “Interest Payment Date,” when used with respect to any Security, shall have the meaning
assigned to such term in the Security as contemplated by Section 2.01.




          “Issue Date” means, with respect to Securities of a series, the first date on which the
Securities of such series are originally issued under this Indenture.




          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in any of
The City of New York, New York; Houston, Texas or a Place of Payment are authorized or obligated by
law, regulation or executive order to remain closed.




          “Lien” means any mortgage, pledge, lien or security interest.




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




          “Officer” means the Chairman of the Board, the President, any Vice Chairman of the Board, any
Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Assistant Secretary of a Person.




          “Officers’ Certificate” means a certificate signed by two Officers of a Person and, in the
case of an Officers’ Certificate of the Company pursuant to Section 2.01 or 2.04, by an Officer of
each Guarantor.




          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. Such counsel may be an employee of or counsel to the Company, the Guarantor or the
Trustee.




          “Original Issue Discount Security” means any Security that provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 6.02.




          “Parent” means the Person named as the “Parent” 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 “Parent” shall mean such successor Person.




          “Permitted Liens” means:





     (i) Liens existing on the date of first issuance of a series of Securities;




     (ii) Liens on property or assets of, or any shares of stock of, or other equity
interests in, or Debt of, any Person existing at the time such Person becomes a Subsidiary
or a Principal Domestic Subsidiary or at the time such Person is merged into or consolidated
with the Parent or any Subsidiary or at the time of a sale, lease or other



4









 






disposition of
the properties of a Person (or a division thereof) as an entirety or substantially as an
entirety to the Parent or a Subsidiary;




     (iii) Liens on assets (including improvements and accessions thereto and proceeds
thereof) (a) existing at the time of acquisition thereof, (b) securing all or any portion of
the cost of acquiring, constructing, improving, developing or expanding such assets or (c)
securing Debt incurred prior to, at the time of, or within 24 months after, the later of the
acquisition, the completion of construction, improvement, development or expansion or the
commencement of commercial operation of such assets, for the purpose (in the case of this
clause (c)) of (x) financing all or any part of the purchase price of such assets or (y)
financing all or any part of the cost of construction, improvement, development or expansion
of any such assets;




     (iv) Liens on specific assets to secure Debt incurred to provide funds for all or any
part of the cost of exploration, drilling or development of such assets;




     (v) Liens in favor of the Parent or any Subsidiary;




     (vi) Liens securing industrial development, pollution control or other revenue bonds
issued or guaranteed by the United States of America, or any State, or any department,
agency, instrumentality or political subdivision of either;




     (vii) Liens on personal property, other than shares of stock or Debt of any Principal
Domestic Subsidiary, securing loans maturing not more than one year from the date of the
creation thereof;




     (viii) Liens on any Principal Property arising in connection with the sale of accounts
receivable resulting from the sale of oil or gas at the wellhead;




     (ix) statutory liens or landlords’, carriers’, warehouseman’s, mechanics’, suppliers’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business
and with respect to amounts not yet delinquent or being contested in good faith by
appropriate proceedings; and




     (x) any extensions, substitutions, replacements or renewals in whole or in part of a
Lien enumerated in clauses (i) through (ix) above or any Debt secured by such a Lien;
provided that (a) such new Lien shall be limited to all or part of the same property that
secured the original Lien, plus improvements on such property, and (b) the principal amount
of Debt secured by such Lien and not otherwise authorized by clauses (i) through (ix) above
or otherwise permitted does not materially exceed the principal amount of Debt so secured
plus any premium or fee payable in connection with any such extension, substitution,
replacement or renewal.



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





5









 








          “Place of Payment” means, with respect to the Securities of any series, the place or places
where the principal of, premium (if any) and interest on and any Additional Amounts with respect to
the Securities of that series are payable as specified in accordance with Section 2.01 subject to
the provisions of Section 4.02.




          “principal” of a Security means the principal of the Security plus, when appropriate, the
premium, if any, on the Security.




          “Principal Domestic Subsidiary” means the Subsidiary Guarantor and any other Subsidiary (i)
that has substantially all of its assets located in the United States, (ii) that owns a Principal
Property and (iii) in which the Parent’s direct or indirect capital investment, together with the
outstanding balance of (a) any loans and advances made to such Subsidiary by the Parent or any
other Subsidiary and (b) any debt of such Subsidiary guaranteed by the Parent or any other
Subsidiary, exceeds $100,000,000.




          “Principal Property” means any oil or gas producing property located in the United States,
onshore or offshore, or any refinery or manufacturing plant (excluding any transportation or
marketing facilities or assets) located in the United States, in each case owned by the Parent or a
Subsidiary, except any oil or gas producing property, refinery or plant that, in the opinion of the
Board of Directors of the Parent, is not of material importance to the total business conducted by
the Parent and its consolidated subsidiaries.




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




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




          “Responsible Officer” means any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.




          “Rule 144A Securities” means Securities of a series designated pursuant to Section 2.01 as
entitled to the benefits of Section 4.03(b).




          “Sale/Leaseback Transaction” means any arrangement with any Person pursuant to which the
Parent or any Subsidiary leases any Principal Property that has been or is to be sold or
transferred by the Parent or such Subsidiary to such Person, other than (1) temporary leases for a
term, including renewals at the option of the lessee, of not more than three years, (2) leases
between the Parent and a Subsidiary or between Subsidiaries, (3) leases of Principal Property
executed by the time of, or within 12 months after the latest of, the acquisition, the completion
of construction or improvement, or the commencement of commercial operation of the Principal
Property, and (4) arrangements pursuant to any provision of law with an effect similar to the
former Section 168(f)(8) of the Internal Revenue Code of 1954.





6









 








          “SEC” means the Securities and Exchange Commission.




          “Securities” has the meaning stated in the preamble of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture.




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




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




          “Subsidiary” means a Person at least a majority of the outstanding voting stock of which is
owned, directly or indirectly, by the Parent or by one or more other Subsidiaries, or by the Parent
and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means
stock having voting power for the election of directors, whether at all times or only so long as no
senior class of stock has such voting power by reason of any contingency.




          “Subsidiary Guarantor” means the Person named as the “Subsidiary Guarantor” 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 “Subsidiary Guarantor” shall mean such
successor Person.




          “surrender” shall have the same meaning as “deliver” in the context of the surrender of a
Security.




          “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof;
provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date,
“TIA” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.




          “Trustee” means the Person named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture, and thereafter “Trustee” means 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 means the Trustee with respect to Securities of that
series.




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




          “U.S. Government Obligations” means Government Obligations with respect to Securities payable
in Dollars.





7









 








          SECTION 1.02 Other Definitions.




	 	 	 	 	 
	 	 	Defined	 
	Term	 	in Section	 
	“Agent Members”
	 	 	2.17	 
	“Bankruptcy Custodian”
	 	 	6.01	 
	“Conversion Event”
	 	 	6.01	 
	“covenant defeasance”
	 	 	8.01	 
	“Event of Default”
	 	 	6.01	 
	“Exchange Rate”
	 	 	2.11	 
	“Judgment Currency”
	 	 	6.10	 
	“legal defeasance”
	 	 	8.01	 
	“mandatory sinking fund payment”
	 	 	3.09	 
	“optional sinking fund payment”
	 	 	3.09	 
	“Paying Agent”
	 	 	2.05	 
	“Registrar”
	 	 	2.05	 
	“Required Currency”
	 	 	6.10	 
	“Successor”
	 	 	5.01	 






SECTION 1.03 Incorporation by Reference of Trust Indenture Act.




          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture (and if the Indenture is not qualified under the TIA
at that time, as if it were so qualified unless otherwise provided). The following TIA terms used
in this Indenture have the following meanings:




          “Commission” means the SEC.




          “indenture securities” means the Securities.




          “indenture security holder” means a Holder.




          “indenture to be qualified” means this Indenture.




          “indenture trustee” or “institutional trustee” means the Trustee.




          “obligor” on the indenture securities means the Company, any Guarantor or any other obligor on
the Securities.




          All terms used in this Indenture that are defined by the TIA, defined by a TIA reference to
another statute or defined by an SEC rule under the TIA have the meanings so assigned to them.




SECTION 1.04 Rules of Construction.




          Unless the context otherwise requires:





	 	(1)	 	a term has the meaning assigned to it;




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	 	(2)	 	an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;
	 
	 	(3)	 	“or” is not exclusive;
	 
	 	(4)	 	words in the singular include the plural, and in the plural
include the singular;
	 
	 	(5)	 	provisions apply to successive events and transactions; and
	 
	 	(6)	 	all references in this instrument to Articles and Sections are
references to the corresponding Articles and Sections in and of this
instrument.





ARTICLE II

THE SECURITIES




SECTION 2.01 Amount Unlimited; Issuable in Series.




          The aggregate principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution of the Company, and set forth, or determined in the manner provided, in an
Officers’ Certificate of the Company or in a Company Order, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series:





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




     (2) if there is to be a limit, the limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section 2.08, 2.09,
2.12, 2.17, 3.07 or 9.05 and except for any Securities which, pursuant to Section 2.04 or
2.17, are deemed never to have been authenticated and delivered hereunder); provided,
however, that unless otherwise provided in the terms of the series, the authorized aggregate
principal amount of such series may be increased before or after the issuance of
any Securities of the series by a Board Resolution (or action pursuant to a Board
Resolution) to such effect;




     (3) whether any Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be issuable in permanent global
form, as Global Securities or otherwise, and, if so, whether beneficial owners of interests
in any such Global Security may exchange such interests for Securities of such series and of
like tenor of any authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in Section 2.17, and the
initial Depositary and Security Custodian, if any, for any Global Security or Securities of
such series;



9









 






     (4) the manner in which any interest payable on a temporary Global Security on any
Interest Payment Date will be paid if other than in the manner provided in Section 2.14;




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




     (6) the rate or rates, or the method of determination thereof, at which the Securities
of the series shall bear interest, if any, whether and under what circumstances Additional
Amounts with respect to such Securities shall be payable, the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest shall be payable
and the record date for the interest payable on any Securities on any Interest Payment Date,
or if other than provided herein, the Person to whom any interest on Securities of the
series shall be payable;




     (7) the place or places where, subject to the provisions of Section 4.02, the principal
of, premium (if any) and interest on and any Additional Amounts with respect to the
Securities of the series shall be payable;




     (8) the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the Company, if the
Company is to have that option, and the manner in which the Company must exercise any such
option, if different from those set forth herein;




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




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




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




     (12) if the principal of, premium (if any) or interest on or any Additional Amounts
with respect to the Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies (including composite currencies)
other than that in which the Securities are stated to be payable, the currency or currencies
(including composite currencies) in which payment of the principal of, premium (if any) and
interest on and any Additional Amounts with respect to Securities



10









 






of such series as to which
such election is made shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made;




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




     (14) if other than the entire principal amount thereof, the portion of the principal
amount of Securities of the series that shall be payable upon declaration of acceleration of
the Maturity thereof pursuant to Section 6.02;




     (15) any additional means of satisfaction and discharge of this Indenture and any
additional conditions or limitations to discharge with respect to Securities of the series
and the related Guarantees pursuant to Article VIII or any modifications of or deletions
from such conditions or limitations;




     (16) any deletions or modifications of or additions to the Events of Default set forth
in Section 6.01 or covenants of the Company or any Guarantor set forth in Article IV
pertaining to the Securities of the series;




     (17) any restrictions or other provisions with respect to the transfer or exchange of
Securities of the series, which may amend, supplement, modify or supersede those contained
in this Article II;




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




     (19) whether the Securities of the series are to be entitled to the benefit of Section
4.03(b) (and accordingly constitute Rule 144A Securities); and




     (20) any other terms of the series (which terms shall not be prohibited by the
provisions of this Indenture).



          All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers’
Certificate or Company Order referred to above or in any such indenture supplemental hereto.




          If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action, together with such Board Resolution,
shall be set forth in an Officers’ Certificate or certified by the Secretary or an




11









 







Assistant
Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or Company Order setting forth the terms of the series.




SECTION 2.02 Denominations.




          The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 2.01. In the absence of any such provisions with respect to the Securities
of any series, the Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.




SECTION 2.03 Forms Generally.




          The Securities of each series shall be in fully registered form and in substantially such form
or forms (including temporary or permanent global form) established by or pursuant to a Board
Resolution of the Company or in one or more indentures supplemental hereto. The Securities may
have notations, legends or endorsements required by law, securities exchange rule, the Company’s
certificate of incorporation, bylaws or other similar governing documents, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in
a form acceptable to the Company). A copy of the Board Resolution establishing the form or forms
of Securities of any series shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 2.04 for the authentication and delivery of such Securities.




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




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





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



	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, 
as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory”.






SECTION 2.04 Execution, Authentication, Delivery and Dating.




          Two Officers of the Company shall sign the Securities on behalf of the Company and, with
respect to the Guarantees of the Securities, an Officer of each Guarantor shall sign the Securities
on behalf of such Guarantor, in each case by manual or facsimile signature.




          If an Officer of the Company or a Guarantor whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall be valid
nevertheless.





12









 








          A Security shall not be entitled to any benefit under this Indenture or the related Guarantees
or be valid or obligatory for any purpose until authenticated by the manual signature of an
authorized signatory of the Trustee, which signature shall be conclusive evidence that the Security
has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has
been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company delivers such Security to the Trustee for cancellation as provided in Section 2.13,
together with a written statement (which need not comply with Section 11.05 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture
or the related Guarantees.




          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 and each Guarantor to the
Trustee for authentication, and the Trustee shall authenticate and deliver such Securities for
original issue upon a Company Order for the authentication and delivery of such Securities or
pursuant to such procedures acceptable to the Trustee as may be specified from time to time by
Company Order. Such order shall specify the amount of the Securities to be authenticated, the date
on which the original issue of Securities is to be authenticated, the name or names of the initial
Holder or Holders and any other terms of the Securities of such series not otherwise determined.
If provided for in such procedures, such Company Order may authorize (1) authentication and
delivery of Securities of such series for original issue from time to time, with certain terms
(including, without limitation, the Maturity dates or dates, original issue date or dates and
interest rate or rates) that differ from Security to Security and (2) may authorize authentication
and delivery pursuant to oral or electronic instructions from the Company or its duly authorized
agent, which instructions shall be promptly confirmed in writing.




          If the form or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Section 2.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred to above and the
other documents required by Section 11.04), and (subject to Section 7.01) shall be fully protected
in relying upon:





     (a) an Officers’ Certificate of the Company setting forth the Board Resolution and, if
applicable, an appropriate record of any action taken pursuant thereto, as contemplated by
the last paragraph of Section 2.01; and




     (b) an Opinion of Counsel to the effect that:




     (i) the form of such Securities has been established in conformity with the
provisions of this Indenture;




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



13









 






     (iii) that, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion of
Counsel, such Securities and the related Guarantees will constitute valid and
binding obligations of the Company and the Guarantors, respectively, enforceable
against the Company and the Guarantors, respectively, in accordance with their
respective terms, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other
similar laws in effect from time to time affecting the rights of creditors
generally, and the application of general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).



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




          The Trustee shall not be required to authenticate such Securities if the issuance of such
Securities pursuant to this Indenture would affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the
Trustee.




          The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Company, any Guarantor or an Affiliate of the Company
or any Guarantor.




          Each Security shall be dated the date of its authentication.




SECTION 2.05 Registrar and Paying Agent.




          The Company shall maintain an office or agency for each series of Securities where Securities
of such series may be presented for registration of transfer or exchange (“Registrar”) and an
office or agency where Securities of such series may be presented for payment (“Paying Agent”).
The Registrar shall keep a register of the Securities of such series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more additional paying
agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any
additional paying agent.




          The Company shall enter into an appropriate agency agreement with any Registrar or Paying
Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company, any Guarantor or any
Subsidiary may act as Paying Agent or Registrar.





14









 








          The Company initially appoints the Trustee as Registrar and Paying Agent.




SECTION 2.06 Paying Agent to Hold Money in Trust.




          The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee and to account for any funds disbursed. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee and to account for
any funds disbursed. Upon payment over to the Trustee and upon accounting for any funds disbursed,
the Paying Agent (if other than the Company, a Guarantor or a Subsidiary) shall have no further
liability for the money. If the Company, a Guarantor or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by
it as Paying Agent. Each Paying Agent shall otherwise comply with TIA § 317(b).




SECTION 2.07 Holder Lists.




          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders and shall otherwise comply with TIA §
312(a). If the Trustee is not the Registrar with respect to a series of Securities, the Company
shall furnish to the Trustee at least five Business Days before each Interest Payment
Date with respect to such series of Securities, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of Holders of such series, and the Company shall otherwise comply with
TIA § 312(a).




SECTION 2.08 Transfer and Exchange.




          Except as set forth in Section 2.17 or as may be provided pursuant to Section 2.01:




          When Securities of any series are presented to the Registrar with the request to register the
transfer of such Securities or to exchange such Securities for an equal principal amount of
Securities of the same series of like tenor and of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its requirements and the
requirements of this Indenture for such transactions are met; provided, however, that the
Securities presented or surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by a written instruction of transfer in form reasonably satisfactory to the
Registrar duly executed by the Holder thereof or by his attorney, duly authorized in writing, on
which instruction the Registrar can rely.




          To permit registrations of transfers and exchanges, the Company and the Guarantors shall
execute and the Trustee shall authenticate Securities at the Registrar’s written request and
submission of the Securities or Global Securities. No service charge shall be made to a Holder for
any registration of transfer or exchange (except as otherwise expressly permitted




15









 







herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than such transfer tax or similar governmental charge
payable upon exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall authenticate
Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions
of this Indenture to the contrary, the Company shall not be required to register the transfer or
exchange of (a) any Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part, or (b) any Security during
the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase
Securities of the series required pursuant to the terms thereof or of redemption of Securities of a
series to be redeemed and ending at the close of business on the day of mailing.




SECTION 2.09 Replacement Securities.




          If any mutilated Security is surrendered to the Trustee, or if the Holder of a Security claims
that the Security has been destroyed, lost or stolen and the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of such Security, the Company
shall issue, the Guarantors shall execute and the Trustee shall authenticate a replacement Security
of the same series if the Trustee’s requirements are met. If any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable,
the Company in its discretion may, instead of issuing a new Security, pay such Security. If
required by the Trustee, any Guarantor or the Company, such Holder must furnish an indemnity bond
that is sufficient in the judgment of the Trustee and the Company to protect the Company, each
Guarantor, the Trustee, any Agent or any authenticating agent from any loss that any of them may
suffer if a Security is replaced. The Company and the Trustee may charge a Holder for their
expenses in replacing a Security.




          Every replacement Security is an additional obligation of the Company.




SECTION 2.10 Outstanding Securities.




          The Securities outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Security effected by the Trustee hereunder and those described in this Section
2.10 as not outstanding.




          If a Security is replaced pursuant to Section 2.09, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Security is held by a protected
purchaser.




          If the principal amount of any Security is considered paid under Section 4.01, it ceases to be
outstanding and interest on it ceases to accrue.




          A Security does not cease to be outstanding because the Company, a Guarantor or an Affiliate
of the Company or a Guarantor holds the Security.





16









 








SECTION 2.11 Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.




          In determining whether the Holders of the required principal amount of Securities have
concurred in any direction, amendment, supplement, waiver or consent, (a) the principal amount of
an Original Issue Discount Security shall be the principal amount thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity thereof pursuant to
Section 6.02, (b) the principal amount of a Security denominated in a foreign currency shall be the
Dollar equivalent, as determined by the Company by reference to the noon buying rate in The City of
New York for cable transfers for such currency, as such rate is certified for customs purposes by
the Federal Reserve Bank of New York (the “Exchange Rate”) on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount Security, the
Dollar equivalent, as determined by the Company by reference to the Exchange Rate on the date of
original issuance of such Security, of the amount determined as provided in (a) above), of such
Security and (c) Securities owned by the Company, a Guarantor or any other obligor upon the
Securities or any Affiliate of the Company, of a Guarantor or of such other obligor shall be
disregarded, except that, for the purpose of determining whether the Trustee shall be protected in
relying upon any such direction,
amendment, supplement, waiver or consent, only Securities that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.




SECTION 2.12 Temporary Securities.




          Until definitive Securities of any series are ready for delivery, the Company may prepare, the
Guarantors shall execute and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities, but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare, the Guarantors shall execute and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities.




SECTION 2.13 Cancellation.




          The Company or any Guarantor at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, payment or redemption or for credit
against any sinking fund payment. The Trustee shall cancel all Securities surrendered for
registration of transfer, exchange, payment, redemption, replacement or cancellation or for credit
against any sinking fund. Unless the Company shall direct in writing that canceled Securities be
returned to it, after written notice to the Company all canceled Securities held by the Trustee
shall be disposed of in accordance with the usual disposal procedures of the Trustee, and the
Trustee shall maintain a record of their disposal. The Company may not issue new Securities to
replace Securities that have been paid or that have been delivered to the Trustee for cancellation.





17









 








SECTION 2.14 Payments; Defaulted Interest.




          Unless otherwise provided as contemplated by Section 2.01, interest (except defaulted
interest) on any Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Persons who are registered Holders of that Security at
the close of business on the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest Payment Date. The
Holder must surrender a Security to a Paying Agent to collect principal payments. Unless otherwise
provided with respect to the Securities of any series, the Company will pay the principal of,
premium (if any) and interest on and any Additional Amounts with respect to the Securities in
Dollars. Such amounts shall be payable at the offices of the Trustee or any Paying Agent; provided
that at the option of the Company, the Company may pay such amounts (1) by wire transfer with
respect to Global Securities or (2) by check payable in such money mailed to a Holder’s registered
address with respect to any Securities.




          If the Company defaults in a payment of interest on the Securities of any series, the Company
shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest on the
defaulted interest, in each case at the rate provided in the Securities of such series and in
Section 4.01. The Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date selected by the
Company, the Company (or the Trustee, in the name of and at the expense of the Company upon 20
days’ prior written notice from the Company setting forth such special record date and the interest
amount to be paid) shall mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.




SECTION 2.15 Persons Deemed Owners.




          The Company, the Guarantors, the Trustee, any Agent and any authenticating agent may treat the
Person in whose name any Security is registered as the owner of such Security for the purpose of
receiving payments of principal of, premium (if any) or interest on or any Additional Amounts with
respect to such Security and for all other purposes. None of the Company, any Guarantor, the
Trustee, any Agent or any authenticating agent shall be affected by any notice to the contrary.




SECTION 2.16 Computation of Interest.




          Except as otherwise specified as contemplated by Section 2.01 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a year comprising
twelve 30-day months.




SECTION 2.17 Global Securities; Book-Entry Provisions.




          If Securities of a series are issuable in global form as a Global Security, as contemplated by
Section 2.01, then, notwithstanding clause (10) of Section 2.01 and the provisions of Section 2.02,
any such Global Security shall represent such of the outstanding Securities of such series as shall
be specified therein and may provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of outstanding
Securities represented thereby may from time to time be





18









 







reduced or increased, as appropriate, to
reflect exchanges, transfers or redemptions. Any endorsement of a Global Security to reflect the
amount, or any increase or decrease in the amount, of outstanding Securities represented thereby
shall be made by the Trustee (i) in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security or in a Company Order to be delivered to the Trustee
pursuant to Section 2.04 or (ii) otherwise in accordance with written instructions or such other
written form of instructions as is customary for the Depositary for such Security, from such
Depositary or its nominee on behalf of any Person having a beneficial interest in such Global
Security. Subject to the provisions of Section 2.04 and, if applicable, Section 2.12, the Trustee
shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person or Persons
specified in such Security or in the applicable Company Order. With respect to the Securities of
any series that are represented by a Global Security, the Company and the Guarantors authorize the
execution and delivery by the Trustee of a letter of representations or other similar agreement or
instrument in the form customarily provided for by the Depositary appointed with respect to such
Global Security. Any Global Security may be deposited with the Depositary or its nominee, or may
remain in the custody of the Trustee or the Security Custodian therefor pursuant to a FAST Balance
Certificate Agreement or similar agreement between the Trustee and the Depositary. If a Company
Order has been, or simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in writing but need not
comply with Section 11.05 and need not be accompanied by an Opinion of Counsel.




          Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under
this Indenture with respect to any Global Security held on their behalf by the Depositary, or the
Trustee or the Security Custodian as its custodian, or under such Global Security, and the
Depositary may be treated by the Company, any Guarantor, the Trustee or the Security Custodian and
any agent of the Company, any Guarantor, the Trustee or the Security Custodian as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the
registered holder of a Global Security of a series may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through Agent Members, to take
any action that a Holder of Securities of such series is entitled to take under this Indenture or
the Securities of such series and (ii) nothing herein shall prevent the Company, any Guarantor, the
Trustee or the Security Custodian, or any agent of the Company, any Guarantor, the Trustee or the
Security Custodian, from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a beneficial owner of any
Security.




          Notwithstanding Section 2.08, and except as otherwise provided pursuant to Section 2.01:
Transfers of a Global Security shall be limited to transfers of such Global Security in whole, but
not in part, to the Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Global Security may be transferred in accordance with the rules and
procedures of the Depositary. Securities shall be transferred to all beneficial owners in exchange
for their beneficial interests in a Global Security if, and only if, either (1) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for the Global
Security and a successor Depositary is not appointed by the Company within 90 days of such notice,
(2) an Event of Default has occurred with respect to such series and is continuing and the
Registrar has




19









 







received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver Securities within 30 days
of such request) or (3) the Company determines not to have the Securities represented by a Global
Security.




          In connection with any transfer of a portion of the beneficial interests in a Global Security
to beneficial owners pursuant to this Section 2.17, the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Global Security in an amount equal
to the principal amount of the beneficial interests in the Global Security to be transferred, and
the Company and the Guarantors shall execute, and the Trustee upon receipt of a
Company Order for the authentication and delivery of Securities shall authenticate and
deliver, one or more Securities of the same series of like tenor and amount.




          In connection with the transfer of all the beneficial interests in a Global Security to
beneficial owners pursuant to this Section 2.17, the Global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Company and the Guarantors shall execute, and
the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interests in the Global Security, an equal aggregate principal
amount of Securities of authorized denominations.




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




          The provisions of the last sentence of the third paragraph of Section 2.04 shall apply to any
Global Security if such Global Security was never issued and sold by the Company and the Company or
a Guarantor delivers to the Trustee the Global Security together with written instructions (which
need not comply with Section 11.05 and need not be accompanied by an Opinion of Counsel) with
regard to the cancellation or reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of the third paragraph of
Section 2.04.




          Notwithstanding the provisions of Sections 2.03 and 2.14, unless otherwise specified as
contemplated by Section 2.01, payment of principal of, premium (if any) and interest on and any
Additional Amounts with respect to any Global Security shall be made to the Person or Persons
specified therein.




          The Company in issuing Securities of any series may use CUSIP numbers (if then generally in
use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to
Holders of Securities of such series; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities of
such series or as contained in any notice of a redemption and that reliance may be




20









 







placed only on
the other identification numbers printed on the Securities of such series, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company will promptly
notify the Trustee in writing of any change in the CUSIP numbers.




          Notwithstanding anything herein to the contrary, delivery or surrender of a Security shall not
be required in the case of Global Securities in order to obtain the rights or benefits provided
hereunder upon the delivery or surrender of a Security.




ARTICLE III

REDEMPTION




SECTION 3.01 Applicability of Article.




          Securities of any series that are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 2.01
for Securities of any series) in accordance with this Article III.




SECTION 3.02 Notice to the Trustee.




          If the Company elects to redeem Securities of any series pursuant to this Indenture, it shall
notify the Trustee of the Redemption Date and the principal amount of Securities of such series to
be redeemed. The Company shall so notify the Trustee at least 45 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee) by delivering to the Trustee an
Officers’ Certificate stating that such redemption will comply with the provisions of this
Indenture and of the Securities of such series. Any such notice may be canceled at any time prior
to the mailing of such notice of such redemption to any Holder and shall thereupon be void and of
no effect.




SECTION 3.03 Selection of Securities To Be Redeemed.




          If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series of a specified tenor are to be redeemed), the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Securities of such series (and tenor) not previously called for redemption, either pro
rata, by lot or by such other method as the Trustee shall deem appropriate in accordance with
industry standards at the time of such redemption and that may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for Securities of that series
or any integral multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series or of
the principal amount of Global Securities of such series; provided that, if at the time of
redemption such Securities are registered as a Global Security, the Depositary shall determine, in
accordance with its procedures, the principal amount of such Securities held by each beneficial
owner of Securities to be redeemed.




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





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




          SECTION 3.04 Notice of Redemption.




          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 the address of such Holder appearing in the register of Securities maintained by the Registrar.




          All notices of redemption shall identify the Securities to be redeemed and shall state:





     (1) the Redemption Date;




     (2) the Redemption Price (or the method of calculating or determining the Redemption
Price);




     (3) that, unless the Company and the Guarantors default in making the redemption
payment, interest on Securities called for redemption ceases to accrue on and after the
Redemption Date, and the only remaining right of the Holders of such Securities is to
receive payment of the Redemption Price upon surrender to the Paying Agent of the Securities
redeemed;




     (4) if any Security is to be redeemed in part, the portion of the principal amount
thereof to be redeemed and that on and after the Redemption Date, upon surrender for
cancellation of such Security to the Paying Agent, a new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be issued without
charge to the Holder;




     (5) that Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price and the name and address of the Paying Agent;




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




     (7) if such Securities are convertible into or exchangeable for capital stock, other
debt securities (including Securities), warrants, other equity securities or any other
securities or property of the Company, any Guarantor or any other Person, the name and
address of the conversion or exchange agent, the date on which the right to convert or
exchange is terminated and the conversion or exchange rate; and




     (8) the CUSIP number, if any, relating to such Securities.



          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 written request, by the Trustee in the name and at the
expense of the Company.




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SECTION 3.05 Effect of Notice of Redemption.




          Once notice of redemption is mailed, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price. Upon surrender to the Paying Agent, such
Securities called for redemption shall be paid at the Redemption Price, but interest installments
whose maturity is on or prior to such Redemption Date will be payable on the relevant Interest
Payment Dates to the Holders of record at the close of business on the relevant record dates
specified pursuant to Section 2.01.




SECTION 3.06 Deposit of Redemption Price.




          By 11:00 a.m., New York City time, on any Redemption Date, the Company or a Guarantor shall
deposit with the Trustee or the Paying Agent (or, if the Company or such Guarantor is acting as the
Paying Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same
day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the
Securities or portions thereof which are to be redeemed on that date, other than Securities or
portions thereof called for redemption on that date which have been delivered by the Company or a
Guarantor to the Trustee for cancellation.




          If the Company or a Guarantor complies with the preceding paragraph, then, unless the Company
and the Guarantors default in the payment of such Redemption Price, interest on the Securities to
be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall have no further
rights with respect to such Securities except for the right to receive the Redemption Price upon
surrender of such Securities. If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, premium, if any, any Additional Amounts, and, to
the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption
Date at the rate specified pursuant to Section 2.01 or provided in the Securities or, in the case
of Original Issue Discount Securities, such Securities’ yield to maturity.




SECTION 3.07 Securities Redeemed in Part.




          Upon surrender to the Paying Agent of a Security to be redeemed in part, the Company and the
Guarantors shall execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge a new Security or Securities, of the same series and 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 that is not
redeemed.




SECTION 3.08 Purchase of Securities.




          Unless otherwise specified as contemplated by Section 2.01, the Company, any Guarantor and any
Affiliate of the Company or any Guarantor may, subject to applicable law, at any time purchase or
otherwise acquire Securities in the open market or by private agreement. Any such acquisition
shall not operate as or be deemed for any purpose to be a redemption of the indebtedness
represented by such Securities. Any Securities purchased or acquired by the




23









 







Company or a Guarantor
may be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall
be deemed to be satisfied. Section 2.13 shall apply to all Securities so delivered.




SECTION 3.09 Mandatory and Optional Sinking Funds.




          The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment.” Unless otherwise provided by the terms of Securities of any
series, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 3.10. Each sinking fund payment shall be applied to the redemption of Securities of any
series as provided for by the terms of Securities of such series and by this Article III.




SECTION 3.10 Satisfaction of Sinking Fund Payments with Securities.




          The Company or a Guarantor may deliver outstanding Securities of a series (other than any
previously called for redemption) and may apply as a credit Securities of a series that have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such series
of Securities; provided that such Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.




SECTION 3.11 Redemption of Securities for Sinking Fund.




          Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to
each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate of the Company specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivery of or by crediting Securities of that series pursuant to Section
3.10 and will also deliver or cause to be delivered to the Trustee any Securities to be so
delivered. Failure of the Company to timely deliver or cause to be delivered such Officers’
Certificate and Securities specified in this paragraph, if any, shall not constitute a default but
shall constitute the election of the Company (i) that the mandatory sinking fund payment for such
series due on the next succeeding sinking fund payment date shall be paid entirely in cash without
the option to deliver or credit Securities of such series in respect thereof and (ii) that the
Company will make no optional sinking fund payment with respect to such series as provided in this
Section.




          If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $100,000 (or the Dollar equivalent





24









 







thereof based on the
applicable Exchange Rate on the date of original issue of the applicable Securities) or a lesser
sum if the Company shall so request with respect to the Securities of any particular series, such
cash shall be applied on the next succeeding sinking fund payment date to the redemption of
Securities of such series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request, then it shall be carried over until a
sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available. Not less
than 30 days before each such sinking fund payment date, the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 3.03 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 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.05, 3.06 and 3.07.




ARTICLE IV

COVENANTS




SECTION 4.01 Payment of Securities.




          The Company shall pay the principal of, premium (if any) and interest on and any Additional
Amounts with respect to the Securities of each series on the dates and in the manner provided in
the Securities of such series and in this Indenture. Principal, premium, interest and any
Additional Amounts shall be considered paid on the date due if the Paying Agent (other than the
Company, a Guarantor or a Subsidiary) holds on that date money deposited by the Company or a
Guarantor designated for and sufficient to pay all principal, premium, interest and any Additional
Amounts then due.




          The Company shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium (if any), at a rate equal to the then applicable
interest rate on the Securities to the extent lawful; and it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and any Additional Amount (without regard to any applicable grace
period) at the same rate to the extent lawful.




SECTION 4.02 Maintenance of Office or Agency.




          The Company will maintain in each Place of Payment for any series of Securities an office or
agency (which may be an office of the Trustee, the Registrar or the Paying Agent) where Securities
of that series may be presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or upon the Company or a
Guarantor in respect of the Securities of that series and this Indenture may be served. Unless
otherwise designated by the Company by written notice to the Trustee and the Guarantors, such
office or agency shall be the Corporate Trust Office of the Trustee. The Company will give prompt
written notice to the Trustee and the Guarantors of the location, and any change in the location,
of such office or agency.





25









 








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




SECTION 4.03 SEC Reports; Financial Statements.




          (a) If the Company or a Guarantor is subject to the requirements of Section 13 or 15(d) of the
Exchange Act, the Company or such Guarantor, as the case may be, shall file with the Trustee,
within 15 days after it files the same with the SEC, copies of the annual reports and the
information, documents and other reports (or copies of such portions of any of the foregoing as the
SEC may by rules and regulations prescribe) that the Company or such Guarantor is required to file
with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this Indenture is qualified
under the TIA, but not otherwise, the Company and the Guarantors shall also comply with the
provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee
shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute
constructive notice of any information contained therein or determinable from information contained
therein, including the Company’s or any Guarantor’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’ Certificates or certificates
delivered pursuant to Section 4.04).




          (b) If neither the Company nor any Guarantor is subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company and the Guarantors shall furnish to all Holders of Rule 144A
Securities and prospective purchasers of Rule 144A Securities designated by the Holders of Rule
144A Securities, promptly upon their request, the information required to
be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act of 1933, as
amended.




SECTION 4.04 Compliance Certificate.




          (a) Each of the Company and the Guarantors shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a statement signed by the principal executive officer, principal
financial officer or principal accounting officer of the Company or such Guarantor, as the case may
be, which need not constitute an Officers’ Certificate, complying with TIA § 314(a)(4) and stating
that in the course of performance by the signing Officer of his duties as such Officer of the
Company or such Guarantor, as the case may be, he would normally obtain knowledge of the keeping,
observing, performing and fulfilling by the Company or such Guarantor, as the case may be, of its
obligations under this Indenture, and further stating that to the best of his knowledge the Company
or such Guarantor, as the case may be, has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or observance of any
of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which such Officer may have
knowledge and what action the Company or such Guarantor, as the case may be, is taking or proposes
to take with respect thereto).





26









 








          (b) The Company or any Guarantor shall, so long as Securities of any series are outstanding,
deliver to the Trustee, as soon as practicable, but in no event more than five Business Days, after
any Officer of the Company or such Guarantor, as the case may be, becoming aware of any Default or
Event of Default under this Indenture, an Officers’ Certificate specifying such Default or Event of
Default and what action the Company or such Guarantor, as the case may be, is taking or proposes to
take with respect thereto.




SECTION 4.05 Corporate or Other Existence.




          Subject to Article V, each of the Guarantors shall do or cause to be done all things necessary
to preserve and keep in full force and effect its existence.




SECTION 4.06 Waiver of Stay, Extension or Usury Laws.




          Each of the Company and the Guarantors 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 or any usury law or other law that would
prohibit or forgive it from paying all or any portion of the principal of or interest on the
Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) each of the Company and the Guarantors 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.




SECTION 4.07 Additional Amounts.




          If the Securities of a series expressly provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security of any series or the
net proceeds received from the sale or exchange of any Security of any series, such mention shall
be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.07
to the extent that, in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not made.




SECTION 4.08 Limitation on Liens.




          The Parent shall not, and shall not permit any Principal Domestic Subsidiary to, issue, assume
or guarantee any Debt for borrowed money secured by any Lien upon any Principal Property or any
shares of stock or Debt of any Principal Domestic Subsidiary (whether such Principal Property,
shares of stock or Debt is now owned or hereafter acquired) without making effective provision
whereby the Securities (together with, if the Parent shall so determine, any other Debt or other
obligation of the Parent or any Subsidiary) shall be secured equally and ratably with (or, at the
option of the Parent, prior to) the Debt so secured for so long




27









 







as such Debt is so secured. The
foregoing restrictions will not, however, apply to Debt secured by Permitted Liens.




          In addition, the Parent and its Principal Domestic Subsidiaries may, without securing the
Securities, issue, assume or guarantee Debt that would otherwise be subject to the foregoing
restrictions in an aggregate principal amount that, together with all other such Debt of the Parent
and its Principal Domestic Subsidiaries that would otherwise be subject to the foregoing
restrictions (not including Debt permitted to be secured under the definition of Permitted Liens)
and the aggregate amount of Attributable Debt deemed outstanding with respect to Sale/Leaseback
Transactions (reduced by the amount applied pursuant to Section 4.09(b)) does not at any one time
exceed 10% of Consolidated Adjusted Net Assets.




          The following types of transactions shall not be deemed to create “Debt” secured by “Liens”
within the meaning of those terms as used in this Indenture:





     (a) the sale or other transfer of (i) oil, gas or other minerals in place for a period
of time until, or in an amount such that, the purchaser will realize therefrom a specified
amount of money (however determined) or a specified amount of such
minerals, or (ii) any other interest in property of the character commonly referred to
as a “production payment”; and




     (b) the mortgage or pledge of any property of the Parent or any Subsidiary in favor of
the United States or any State, or any department, agency, instrumentality or political
subdivision of either, to secure partial, progress, advance or other payments pursuant to
the provisions of any contract or statute.



SECTION 4.09 Limitation on Sale/Leaseback Transactions.




          The Parent shall not, and shall not permit any Principal Domestic Subsidiary to, enter into
any Sale/Leaseback Transaction with any Person (other than the Parent or a Subsidiary) unless:





     (a) the Parent or such Principal Domestic Subsidiary would be entitled to incur Debt in
a principal amount equal to the Attributable Debt with respect to such Sale/Leaseback
Transaction secured by a Lien on the property subject to such Sale/Leaseback Transaction
pursuant to Section 4.08 without equally and ratably securing the Securities pursuant to
such covenant; or




     (b) within a period commencing 12 months prior to the consummation of such
Sale/Leaseback Transaction and ending 12 months after the consummation thereof, the Parent
or any Subsidiary shall have applied an amount equal to all or a portion of the net proceeds
of such Sale/Leaseback Transaction (with any such amount not being so applied to be subject
to Section 4.09(a)):




     (1) to the voluntary defeasance or retirement of any Securities or any Funded
Debt; or




28









 








     (2) to the acquisition, exploration, drilling, development, construction,
improvement or expansion of one or more Principal Properties.



          For these purposes, the net proceeds of a Sale/Leaseback Transaction means an amount equal to
the greater of (i) the net proceeds of the sale or transfer of the property leased in such
Sale/Leaseback Transaction and (ii) the fair value, as determined by the Board of Directors of the
Parent and evidenced by a Board Resolution, of such property at the time of entering into such
Sale/Leaseback Transaction.




ARTICLE V

SUCCESSORS




SECTION 5.01 Limitations on Mergers and Consolidations.




          Neither the Parent nor the Subsidiary Guarantor shall, in any transaction or series of
transactions, consolidate with or merge into any Person, or sell, lease, convey, transfer or
otherwise dispose of all or substantially all of its assets to any Person (other than a
consolidation or merger of the Parent and the Subsidiary Guarantor or a sale, lease, conveyance,
transfer or other disposition of all or substantially all of the assets of the Parent to the
Subsidiary Guarantor or of the Subsidiary Guarantor to the Parent), unless:





     (1) either (a) the Parent or the Subsidiary Guarantor, as the case may be, shall be the
continuing Person or (b) the Person (if other than the Parent or the Subsidiary Guarantor)
formed by such consolidation or into which the Parent or the Subsidiary Guarantor is merged,
or to which such sale, lease, conveyance, transfer or other disposition shall be made
(collectively, the “Successor”), is organized and validly existing under the laws of the
United States, any political subdivision thereof or any State thereof or the District of
Columbia, and expressly assumes by supplemental indenture the performance of the Guarantee
and the covenants and obligations of the Parent or the Subsidiary Guarantor, as the case may
be, under this Indenture and the Securities;




     (2) immediately after giving effect to such transaction or series of transactions, no
Default or Event of Default shall have occurred and be continuing or would result therefrom;
and




     (3) in the case of clause (1)(b) above, the Successor delivers to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that the transaction and such
supplemental indenture comply with this Indenture.



SECTION 5.02 Successor Person Substituted.




          Upon any consolidation or merger of the Parent or the Subsidiary Guarantor, as the case may
be, or any sale, lease, conveyance, transfer or other disposition of all or substantially all of
the assets of the Parent or the Subsidiary Guarantor in accordance with Section 5.01, the Successor
formed by such consolidation or into which the Parent or the Subsidiary Guarantor is merged or to
which such sale, lease, conveyance, transfer or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of the Parent or the Subsidiary Guarantor,
as the case may be, under this Indenture and the




29









 







Securities with the same effect as if such
Successor had been named as the Parent or the Subsidiary Guarantor, as the case may be, herein and
the predecessor Parent or Subsidiary Guarantor, in the case of a sale, conveyance, transfer or
other disposition, shall be released from all obligations under this Indenture, the Securities and
the Guarantee.




SECTION 5.03 Assignment by and Substitution of the Company.




          The rights and obligations of the Company under this Indenture and the Securities may be
assigned or transferred (i) to another Person with or into which the Company is amalgamated,
consolidated or merged or which acquires by sale, conveyance, transfer or other disposition any of
the properties or assets of the Company; (ii) to a Guarantor or (iii) to another Subsidiary.
Provided that the requirements of this Section 5.03 for such assignment or transfer shall have been
met, upon any such assignment or transfer, all of the obligations of the Company under this
Indenture and the Securities shall cease and the Company shall be released from all obligations
under this Indenture and the Securities. In the case of any assignment or transfer other than to a
Guarantor, the covenants of the Guarantors set forth in this Indenture shall remain in full force
and effect or the Guarantors shall execute a new guarantee agreement containing provisions
substantially the same as such covenants. Any successor to the Company shall expressly assume by
supplemental indenture the due and punctual payment of principal of, premium (if any) and interest
on and any Additional Amounts with respect to all the Securities and the performance of the
Company’s covenants and obligations under this Indenture and the Securities. In addition, in the
event the Company assigns or transfers all of its rights and obligations in respect of this
Indenture and the Securities to a Guarantor, the provisions of Article X shall no longer apply to
the Securities with respect to such Guarantor, but the other covenants of such Guarantor set forth
in this Indenture and any other covenants of such Guarantor provided with respect to any series of
Securities shall remain in full force and effect.




ARTICLE VI

DEFAULTS AND REMEDIES




SECTION 6.01 Events of Default.




          Unless either inapplicable to a particular series or specifically deleted or modified in or
pursuant to the supplemental indenture or Board Resolution establishing such series of Securities
or in the form of Security for such series, an “Event of Default,” wherever used herein with
respect to Securities of any series, occurs if:





     (1) there is a default in the payment of interest on or any Additional Amounts with
respect to any Security of that series when the same becomes due and payable and such
default continues for a period of 30 days;




     (2) there is a default in the payment of (A) the principal of any Security of that
series at its Maturity or (B) premium (if any) on any Security of that series when the same
becomes due and payable;




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



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     (4) the Company or any Guarantor fails to comply with any of its other covenants or
agreements in, or provisions of, the Securities of such series or this Indenture (other than
an agreement, covenant or provision that has expressly been included in this Indenture
solely for the benefit of one or more series of Securities other than that series) which shall not have been remedied within the specified period after
written notice, as specified in the last paragraph of this Section 6.01;




     (5) the Company or any Guarantor pursuant to or within the meaning of any Bankruptcy
Law:




     (A) commences a voluntary case,




     (B) consents to the entry of an order for relief against it in an involuntary
case,




     (C) consents to the appointment of a Bankruptcy Custodian of it or for all or
substantially all of its property, or




     (D) makes a general assignment for the benefit of its creditors;




     (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that remains unstayed and in effect for 90 days and that:




     (A) is for relief against the Company or any Guarantor as debtor in an
involuntary case,




     (B) appoints a Bankruptcy Custodian of the Company or any Guarantor or a
Bankruptcy Custodian for all or substantially all of the property of the Company or
any Guarantor, or




     (C) orders the liquidation of the Company or any Guarantor;




     (7) any Guarantee of any Guarantor ceases to be in full force and effect (other than in
accordance with the terms of this Indenture and such Guarantee) or is declared null and void
and unenforceable or found to be invalid in a judicial proceeding; or any Guarantor denies
its liability under its Guarantee (other than by reason of the release of a Guarantor from
its Guarantee in accordance with the terms of this Indenture and such Guarantee); or




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



          The term “Bankruptcy Custodian” means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.




          The Trustee shall not be deemed to know or have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice
of any event which is in fact such a Default or Event of Default is received by the




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Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this
Indenture.




          When a Default is cured, it ceases.




          Notwithstanding the foregoing provisions of this Section 6.01, if the principal of, premium
(if any) or interest on or Additional Amounts with respect to any Security is payable in a currency
or currencies (including a composite currency) other than Dollars and such currency or currencies
are not available to the Company or a Guarantor for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company or such Guarantor (a
“Conversion Event”), each of the Company and the Guarantors will be entitled to satisfy its
obligations to Holders of the Securities by making such payment in Dollars in an amount equal to
the Dollar equivalent of the amount payable in such other currency, as determined by the Company or
the Guarantor making such payment, as the case may be, by reference to the Exchange Rate on the
date of such payment, or, if such rate is not then available, on the basis of the most recently
available Exchange Rate. Notwithstanding the foregoing provisions of this Section 6.01, any
payment made under such circumstances in Dollars where the required payment is in a currency other
than Dollars will not constitute an Event of Default under this Indenture.




          Promptly after the occurrence of a Conversion Event, the Company or a Guarantor shall give
written notice thereof to the Trustee; and the Trustee, promptly after receipt of such notice,
shall give notice thereof in the manner provided in Section 11.02 to the Holders. Promptly after
the making of any payment in Dollars as a result of a Conversion Event, the Company or the
Guarantor making such payment, as the case may be, shall give notice in the manner provided in
Section 11.02 to the Holders, setting forth the applicable Exchange Rate and describing the
calculation of such payments.




          A Default under clause (4) or (8) of this Section 6.01 is not an Event of Default until the
Trustee notifies the Company and the Guarantors, or the Holders of at least 25% in principal amount
of the then outstanding Securities of the series affected by such Default (or, in the case of a
Default under clause (4) of this Section 6.01, if outstanding Securities of other series are
affected by such Default, then at least 25% in principal amount of the then outstanding Securities
so affected) notify the Company, the Guarantors and the Trustee, of the Default, and the Company or
the applicable Guarantor, as the case may be, fails to cure the Default within 90 days after
receipt of the notice. The notice must specify the Default, demand that it be remedied and state
that the notice is a “Notice of Default.”




SECTION 6.02 Acceleration.




          If an Event of Default with respect to any Securities of any series at the time outstanding
(other than an Event of Default specified in clause (5) or (6) of Section 6.01) occurs and is
continuing, the Trustee by notice to the Company and the Guarantors, or the Holders of at least 25%
in principal amount of the then outstanding Securities of the series affected by such Event of
Default (or, in the case of an Event of Default described in clause (4) of Section 6.01, if
outstanding Securities of other series are affected by such Event of Default, then at least 25% in
principal amount of the then outstanding Securities so affected) by notice to the Company, the





32









 







Guarantors and the Trustee, may declare the principal of (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of
that series) and all accrued and unpaid interest on all then outstanding Securities of such series
or of all series, as the case may be, to be due and payable. Upon any such declaration, the
amounts due and payable on the Securities shall be due and payable immediately. If an Event of
Default specified in clause (5) or (6) of Section 6.01 hereof occurs, such amounts shall ipso facto
become and be immediately due and payable without any declaration, notice or other act on the part
of the Trustee or any Holder. The Holders of a majority in principal amount of the then
outstanding Securities of the series affected by such Event of Default or all series so affected,
as the case may be, by written notice to the Trustee may rescind an acceleration and its
consequences (other than nonpayment of principal of or premium or interest on or any Additional
Amounts with respect to the Securities) if the rescission would not conflict with any judgment or
decree and if all existing Events of Default with respect to Securities of that series (or of all
series, as the case may be) have been cured or waived, except nonpayment of principal, premium,
interest or any Additional Amounts that has become due solely because of the acceleration.




SECTION 6.03 Other Remedies.




          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal of, or premium, if any, or interest on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




SECTION 6.04 Waiver of Defaults.




          Subject to Sections 6.07 and 9.02, the Holders of a majority in principal amount of the then
outstanding Securities of any series or of all series (acting as one class) by notice to the
Trustee may waive an existing or past Default or Event of Default with respect to such series or
all series, as the case may be, and its consequences (including waivers obtained in connection with
a tender offer or exchange offer for Securities of such series or all series or a solicitation of
consents in respect of Securities of such series or all series; provided that in each case such
offer or solicitation is made to all Holders of then outstanding Securities of such series or all
series (but the terms of such offer or solicitation may vary from series to series)), except (1) a
continuing Default or Event of Default in the payment of the principal of, or premium, if any, or
interest on or any Additional Amounts with respect to any Security or (2) a continued Default in
respect of a provision that under Section 9.02 cannot be amended or supplemented without the
consent of each Holder 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.




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SECTION 6.05 Control by Majority.




          With respect to Securities of any series, the Holders of a majority in principal amount of the
then outstanding Securities of such series may direct in writing the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on it relating to or arising under an Event of Default described in clause (1), (2), (3)
or (8) of Section 6.01, and with respect to all Securities, the Holders of a majority in principal
amount of all the then outstanding Securities affected may direct in writing the time, method and
place of conducting any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it not relating to or arising under such an Event of Default. However, the
Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may
involve the Trustee in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking
any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its
sole discretion from Holders directing the Trustee against all losses and expenses caused by taking
or not taking such action.




SECTION 6.06 Limitations on Suits.




          Subject to Section 6.07 hereof, a Holder of a Security of any series may pursue a remedy with
respect to this Indenture or the Securities of such series only if:





     (1) the Holder gives to the Trustee written notice of a continuing Event of Default
with respect to such series;




     (2) the Holders of at least 25% in principal amount of the then outstanding Securities
of such series make a written request to the Trustee to pursue the remedy;




     (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee
against any loss, liability or expense;




     (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of indemnity; and




     (5) during such 60-day period the Holders of a majority in principal amount of the
Securities of that series do not give the Trustee a direction inconsistent with the request.



          A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over another Holder.




SECTION 6.07 Rights of Holders to Receive Payment.




          Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
to receive payment of principal of and premium, if any, and interest on and any Additional Amounts
with respect to the Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such





34









 







respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Holder.




SECTION 6.08 Collection Suit by Trustee.




          If an Event of Default specified in clause (1) or (2) of Section 6.01 hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an
express trust against the Company or a Guarantor for the amount of principal, premium (if any),
interest and any Additional Amounts remaining unpaid on the Securities of the series affected by
the Event of Default, and interest on overdue principal and premium, if any, and, to the extent
lawful, interest on overdue interest, and 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.




SECTION 6.09 Trustee May File Proofs of Claim.




          The Trustee is authorized to file such proofs of claim and other papers or documents and to
take such actions, including participating as a member, voting or otherwise, of any committee of
creditors, as may be necessary or advisable 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 the Holders allowed in any judicial proceedings relative to the Company or a
Guarantor or their respective creditors or properties and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or deliverable on any such
claims and any Bankruptcy Custodian 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 7.07. To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities and other properties
which the Holders of the Securities may be entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or arrangement or otherwise. 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 6.10 Priorities.




          If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in
the following order:




          First: to the Trustee for amounts due under Section 7.07;





35









 









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



          Third: to the Company.




          The Trustee, upon prior written notice to the Company, may fix record dates and payment dates
for any payment to Holders pursuant to this Article VI.




          To the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment
against the Company or a Guarantor in any court it is necessary to convert the sum due in respect
of the principal of, premium (if any) or interest on or Additional Amounts with respect to the
Securities of any series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used for purposes of rendering the
judgment shall be the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment Currency on the Business
Day in The City of New York next preceding that on which final judgment is given. Neither the
Company, any Guarantor nor the Trustee shall be liable for any shortfall nor shall it benefit from
any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in
exchange rates between the time the amount of a judgment against it is calculated as above and the
time the Trustee converts the Judgment Currency into the Required Currency to make payments under
this Section 6.10 to Holders of Securities, but payment of such judgment shall discharge all
amounts owed by the Company and the Guarantors on the claim or claims underlying such judgment.




SECTION 6.11 Undertaking for Costs.




          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 a trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or
Holders of more than 10% in principal amount of the then outstanding Securities of any series.




ARTICLE VII

TRUSTEE




SECTION 7.01 Duties of Trustee.




          (a) If 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
such exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.





36









 








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





     (1) the Trustee need perform only those duties that are specifically set forth in this
Indenture and no others, 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. However, the Trustee shall examine such certificates and opinions to determine
whether, on their face, they appear to conform to the requirements of this Indenture.



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




     (1) this paragraph does not limit the effect of Section 7.01(b);




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




     (3) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05.



          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to the provisions of this Section 7.01.




          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or expense.




          (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company and the Guarantors. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by law. All money
received by the Trustee shall, until applied as herein provided, be held in trust for the payment
of the principal of, premium (if any) and interest on and Additional Amounts with respect to the
Securities.




SECTION 7.02 Rights of Trustee.




          (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate any fact or matter
stated in the document.





37









 








          (b) Before the Trustee acts or refrains from acting, it may require instruction, an Officers’
Certificate or an Opinion of Counsel or both to be provided. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such instruction, Officers’
Certificate or Opinion of Counsel. The Trustee may consult at the Company’s expense with counsel
of its selection 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.




          (c) The Trustee may act through agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.




          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers conferred upon it by this
Indenture.




          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company or any Guarantor shall be sufficient if signed by an Officer of the
Company or such Guarantor, as the case may be.




          (f) The Trustee shall not be obligated to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or
document.




          (g) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder.




          (h) The Trustee may request that the Company deliver an Officers’ Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.




SECTION 7.03 May Hold Securities.




          The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company, any Guarantor or any of their respective
Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights and duties. However, the Trustee is subject to Sections 7.10 and 7.11.




SECTION 7.04 Trustee’s Disclaimer.




          The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities
or any money paid to the Company or any Guarantor or upon the Company’s or such Guarantor’s
direction under any provision hereof, it shall not be responsible for the use





38









 







or application of any money received by any Paying Agent other than the Trustee and it shall not be responsible for any
statement or recital herein or any statement in the Securities other than its certificate of
authentication.




SECTION 7.05 Notice of Defaults.




          If a Default or Event of Default with respect to the Securities of any series occurs and is
continuing and it is known to the Trustee, the Trustee shall mail to Holders of Securities of such
series a notice of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium (if any) and interest on
and Additional Amounts or any sinking fund installment with respect to the Securities of such
series, the Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests of Holders of
Securities of such series.




SECTION 7.06 Reports by Trustee to Holders.




          Within 60 days after each September 15 of each year after the execution of this Indenture, the
Trustee shall mail to Holders of a series, the Guarantors and the Company a brief report dated as
of such reporting date that complies with TIA § 313(a); provided, however, that if no event
described in TIA § 313(a) has occurred within the twelve months preceding the reporting date with respect to a series, no report need be transmitted to Holders of such
series. The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail
all reports if and as required by TIA §§ 313(c) and 313(d).




          A copy of each report at the time of its mailing to Holders of a series of Securities shall be
filed by the Company or a Guarantor with the SEC and each securities exchange, if any, on which the
Securities of such series are listed. The Company shall notify the Trustee if and when any series
of Securities is listed on any securities exchange.




SECTION 7.07 Compensation and Indemnity.




          The Company agrees to pay to the Trustee for its acceptance of this Indenture and services
hereunder such compensation as the Company and the Trustee shall from time to time agree in
writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Company agrees to reimburse the Trustee upon request for all reasonable
disbursements, advances and expenses incurred by it. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.




          The Company hereby indemnifies the Trustee and any predecessor Trustee against any and all
loss, liability, damage, claim or expense, including taxes (other than taxes based upon, measured
by or determined by the income of the Trustee), incurred by it arising out of or in connection with
the acceptance or administration of its duties under this Indenture, except as set forth in the
next following paragraph. The Trustee shall notify the Company and the Guarantors promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any settlement made
without its consent.




39









 








          The Company shall not be obligated to reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through the Trustee’s negligence or bad faith.




          To secure the payment obligations of the Company in this Section 7.07, the Trustee shall have
a lien prior to the Securities on all money or property held or collected by the Trustee, except
that held in trust to pay principal of, premium (if any) and interest on and any Additional Amounts
with respect to Securities of any series. Such lien and the Company’s obligations under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.




          When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(5) or (6) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.




SECTION 7.08 Replacement of Trustee.




          A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.




          The Trustee may resign and be discharged at any time with respect to the Securities of one or
more series by so notifying the Company and the Guarantors. The Holders of a majority in principal
amount of the then outstanding Securities of any series may remove the Trustee with respect to the
Securities of such series by so notifying the Trustee, the Company and the Guarantors. The Company
may remove the Trustee if:





     (1) the Trustee fails to comply with Section 7.10;




     (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law;




     (3) a Bankruptcy Custodian or public officer takes charge of the Trustee or its
property; or




     (4) the Trustee otherwise becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, 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 at any time there shall be only one Trustee with respect to
the Securities of any particular series). Within one year after the successor Trustee with respect
to the Securities of any series takes office, the Holders of a majority in principal amount of the
Securities of such series then outstanding may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.




          If a successor Trustee with respect to the Securities of any series does not take office
within 30 days after the retiring or removed Trustee resigns or is removed, the retiring or removed
Trustee (at the expense of the Company), the Company, any Guarantor or the Holders





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of at least 10% in principal amount of the then outstanding Securities of such series may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of
such series.




          If the Trustee with respect to the Securities of a series fails to comply with Section 7.10,
any Holder of Securities of such series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee with respect to the Securities of
such series.




          In case of the appointment of a successor Trustee with respect to all Securities, each such
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee, to
the Company and to the Guarantors. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of
the retiring Trustee under this Indenture. The successor Trustee shall mail
a notice of its succession to Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.




          In case of the appointment of a successor Trustee with respect to the Securities of one or
more (but not all) series, the Company, the Guarantors, the retiring Trustee and each successor
Trustee with respect to the Securities of one or more (but not all) series shall execute and
deliver an indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights, powers 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 confirm that all the rights, powers 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. Nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust, and 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. 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 shall have all the rights, powers
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. On request of the Company or any successor
Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such
retiring Trustee as Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates. Such retiring Trustee shall, however, have the
right to deduct its unpaid fees and expenses, including attorneys’ fees.




          Notwithstanding replacement of the Trustee or Trustees pursuant to this Section 7.08, the
obligations of the Company under Section 7.07 shall continue for the benefit of the retiring
Trustee or Trustees.




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SECTION 7.09 Successor Trustee by Merger, etc.




          Subject to Section 7.10, if the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee; provided, however, that in the
case of a transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee’s liabilities
hereunder.




          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; and in case at that time any
of the Securities shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name of the successor to
the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the
certificate of the Trustee shall have.




SECTION 7.10 Eligibility; Disqualification.




          There shall at all times be a Trustee hereunder which shall be a corporation or banking
association organized and doing business under the laws of the United States, any State thereof or
the District of Columbia and authorized under such laws to exercise corporate trust power, shall be
subject to supervision or examination by Federal or State (or the District of Columbia) authority
and shall have, or be a subsidiary of a bank or bank holding company having, a combined capital and
surplus of at least $50 million as set forth in its most recent published annual report of
condition.




          The Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),
310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply with the provisions of TIA §
310(b) during the period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the penultimate
paragraph of TIA § 310(b).




SECTION 7.11 Preferential Collection of Claims Against the Company or a Guarantor.




          The Trustee is subject to and shall comply with the provisions of TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be
subject to TIA § 311(a) to the extent indicated therein.




ARTICLE VIII

DISCHARGE OF INDENTURE




SECTION 8.01 Termination of the Company’s and the Guarantors’ Obligations.




          (a) This Indenture shall cease to be of further effect with respect to the Securities of a
series (except that the Company’s obligations under Section 7.07, the Trustee’s and Paying Agent’s
obligations under Section 8.03 and the rights, powers, protections and





42









 







privileges accorded the Trustee under Article VII shall survive), and the Trustee and the Guarantors, on demand of the
Company, shall execute proper instruments acknowledging the satisfaction and discharge of this
Indenture with respect to the Securities of such series, when:





     (1) either:




     (A) all outstanding Securities of such series theretofore authenticated and
issued (other than destroyed, lost or stolen Securities that have been replaced or
paid) have been delivered to the Trustee for cancellation; or




     (B) all outstanding Securities of such series 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, in the case of clause (i), (ii) or (iii) above, the Company or a Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as funds
(immediately available to the Holders in the case of clause (i)) in trust for such
purpose (x) cash in an amount, or (y) Government Obligations, maturing as to
principal and interest at such times and in such amounts as will ensure the
availability of cash in an amount or (z) a combination thereof, which will be
sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge the entire
indebtedness on the Securities of such series for principal and interest to the date
of such deposit (in the case of Securities which have become due and payable) or for
principal, premium, if any, and interest to the Stated Maturity or Redemption Date,
as the case may be; or




     (C) the Company and the Guarantors have properly fulfilled such other means of
satisfaction and discharge as is specified, as contemplated by Section 2.01, to be
applicable to the Securities of such series;




     (2) the Company or a Guarantor has paid or caused to be paid all other sums payable by
them hereunder with respect to the Securities of such series; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with, together with an Opinion of Counsel to
the same effect.



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          (b) Unless this Section 8.01(b) is specified as not being applicable to Securities of a series
as contemplated by Section 2.01, the Company may, at its option, terminate certain of its and the
Guarantors’ respective obligations under this Indenture (“covenant defeasance”) with respect to the
Securities of a series if:





     (1) the Company or a Guarantor has irrevocably deposited or caused to be irrevocably
deposited with the Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the benefit of the
Holders of Securities of such series, (i) money in the currency in which
payment of the Securities of such series is to be made in an amount, or (ii) Government
Obligations with respect to such series, maturing as to principal and interest at such times
and in such amounts as will ensure the availability of money in the currency in which
payment of the Securities of such series is to be made in an amount or (iii) a combination
thereof, that is sufficient, in the opinion (in the case of clauses (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay the principal of and premium (if any)
and interest on all Securities of such series on each date that such principal, premium (if
any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption
as provided in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that
the Trustee shall have been irrevocably instructed to apply such money and/or the proceeds
of such Government Obligations to the payment of said principal, premium (if any) and
interest with respect to the Securities of such series as the same shall become due;




     (2) the Company has delivered to the Trustee an Officers’ Certificate stating that all
conditions precedent to satisfaction and discharge of this Indenture with respect to the
Securities of such series have been complied with, and an Opinion of Counsel to the same
effect;




     (3) no Default or Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit;




     (4) the Company shall have delivered to the Trustee an Opinion of Counsel from a
nationally recognized counsel acceptable to the Trustee or a private letter ruling issued by
the United States Internal Revenue Service to the effect that the Holders will not recognize
income, gain or loss for United States Federal income tax purposes as a result of the
Company’s exercise of its option under this Section 8.01(b) and will be subject to United
States Federal income tax on the same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised;




     (5) the Company and the Guarantors have complied with any additional conditions
specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such
series pursuant to this Section 8.01; and




     (6) such deposit and discharge shall not cause the Trustee to have a conflicting
interest as defined in TIA § 310(b).



44









 





          In such event, this Indenture shall cease to be of further effect (except as set forth in this
paragraph), and the Trustee and the Guarantors, on demand of the Company, shall execute proper
instruments acknowledging satisfaction and discharge under this Indenture. However, the Company’s
and the Guarantors’ respective obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02,
7.07, 7.08, 8.04 and 10.01, the Trustee’s and Paying Agent’s obligations in Section 8.03 and the
rights, powers, protections and privileges accorded the Trustee under Article VII shall survive
until all Securities of such series are no longer outstanding. Thereafter, only the Company’s
obligations in Section 7.07 and the Trustee’s and Paying Agent’s obligations in Section 8.03 shall
survive with respect to Securities of such series.




          After such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the
other conditions set forth herein, the Trustee upon request shall acknowledge in writing the
discharge of the Company’s and the Guarantors’ obligations under this Indenture with respect to the
Securities of such series except for those surviving obligations specified above.




          In order to have money available on a payment date to pay principal of or premium (if any) or
interest on the Securities, the Government Obligations shall be payable as to principal or interest
on or before such payment date in such amounts as will provide the necessary money. Government
Obligations shall not be callable at the issuer’s option.




          (c) If the Company and the Guarantors have previously complied or are concurrently complying
with Section 8.01(b) (other than any additional conditions specified pursuant to Section 2.01 that
are expressly applicable only to covenant defeasance) with respect to Securities of a series, then,
unless this Section 8.01(c) is specified as not being applicable to Securities of such series as
contemplated by Section 2.01, the Company may elect that its and the Guarantors’ respective
obligations to make payments with respect to Securities of such series be discharged (“legal
defeasance”), if:





     (1) no Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof
shall have occurred at any time during the period ending on the 91st day after the date of
deposit contemplated by Section 8.01(b) (it being understood that this condition shall not
be deemed satisfied until the expiration of such period);




     (2) unless otherwise specified with respect to Securities of such series as
contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of Counsel
from a nationally recognized counsel acceptable to the Trustee to the effect referred to in
Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on (i) a
private letter ruling issued by the United States Internal Revenue Service addressed to the
Company, (ii) a published ruling of the United States Internal Revenue Service pertaining to
a comparable form of transaction or (iii) a change in the applicable United States Federal
income tax law (including regulations) after the date of this Indenture;




     (3) the Company and the Guarantors have complied with any other conditions specified
pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such
series pursuant to this Section 8.01(c); and



45









 






     (4) the Company has delivered to the Trustee a Company Request requesting such legal
defeasance of the Securities of such series and an Officers’ Certificate stating that all
conditions precedent with respect to such legal defeasance of the Securities of such series
have been complied with, together with an Opinion of Counsel to the same effect.



          In such event, the Company and the Guarantors will be discharged from their respective
obligations under this Indenture and the Securities of such series to pay principal of, premium (if
any) and interest on, and any Additional Amounts with respect to, Securities of such
series, the Company’s and the Guarantors’ respective obligations under Sections 4.01, 4.02 and
10.01 shall terminate with respect to such Securities, and the entire indebtedness of the Company
evidenced by such Securities and of the Guarantors evidenced by the related Guarantees shall be
deemed paid and discharged.




          (d) If and to the extent additional or alternative means of satisfaction, discharge or
defeasance of Securities of a series are specified to be applicable to such series as contemplated
by Section 2.01, each of the Company and the Guarantors may terminate any or all of its obligations
under this Indenture with respect to Securities of a series and any or all of its obligations under
the Securities of such series if it fulfills such other means of satisfaction and discharge as may
be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such
series.




          (e) If Securities of any series subject to subsections (a), (b), (c) or (d) of this Section
8.01 are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption
provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the Company shall make such
arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.




SECTION 8.02 Application of Trust Money.




          The Trustee or a trustee satisfactory to the Trustee and the Company shall hold in trust money
or Government Obligations deposited with it pursuant to Section 8.01 hereof. It shall apply the
deposited money and the money from Government Obligations through the Paying Agent and in
accordance with this Indenture to the payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to the Securities of the series with respect to which the
deposit was made.




SECTION 8.03 Repayment to Company or Guarantor.




          The Trustee and the Paying Agent shall promptly pay to the Company or any Guarantor any excess
money or Government Obligations (or proceeds therefrom) held by them at any time upon the written
request of the Company.




          Subject to the requirements of any applicable abandoned property laws, the Trustee and the
Paying Agent shall pay to the Company upon written request any money held by them for the payment
of principal, premium (if any), interest or any Additional Amounts that remains unclaimed for two
years after the date upon which such payment shall have become due.





46










 






After payment to the Company,
Holders entitled to the money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, and all liability of the Trustee and
the Paying Agent with respect to such money shall cease.





			
	SECTION 8.04	 	Reinstatement.





          If the Trustee or the Paying Agent is unable to apply any money or Government Obligations
deposited with respect to Securities of any series in accordance with Section 8.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the obligations of the Company
and the Guarantors under this Indenture with respect to the Securities of such series and under the
Securities of such series shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money or Government Obligations in accordance with Section 8.01; provided, however, that
if the Company or any Guarantor has made any payment of principal of, premium (if any) or interest
on or any Additional Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company or such Guarantor, as the case may be, shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or Government Obligations
held by the Trustee or the Paying Agent.


ARTICLE IX



SUPPLEMENTAL INDENTURES AND AMENDMENTS





			
	SECTION 9.01	 	Without Consent of Holders.





          The Company, the Guarantors and the Trustee may amend or supplement this Indenture or the
Securities or waive any provision hereof or thereof without the consent of any Holder:





     (1) to cure any ambiguity, omission, defect or inconsistency;




     (2) to comply with Sections 5.01 and 5.03;




     (3) to provide for uncertificated Securities in addition to or in place of certificated
Securities, or to provide for the issuance of bearer Securities (with or without coupons);




     (4) to provide any security for, or to add any guarantees of or additional obligors on,
any series of Securities or the related Guarantees;




     (5) to comply with any requirement in order to effect or maintain the qualification of
this Indenture under the TIA;




     (6) to add to the covenants of the Company or any Guarantor for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for the benefit
of less than all series of Securities, stating that such covenants are expressly being



47









 







included solely for the benefit of such series), or to surrender any right or power
herein conferred upon the Company or any Guarantor;




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




     (8) to change or eliminate any of the provisions of this Indenture; provided that any
such change or elimination shall become effective only when there is no outstanding Security
of any series created prior to the execution of such amendment or supplemental indenture
that is adversely affected in any material respect by such change in or elimination of such
provision;




     (9) to establish the form or terms of Securities of any series as permitted by Section
2.01;




     (10) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Section 8.01; provided, however, that any such action shall not adversely affect
the interest of the Holders of Securities of such series or any other series of Securities
in any material respect; or




     (11) 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 7.08.



          Upon the request of the Company, accompanied by a Board Resolution, and upon receipt by the
Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06,
join with the Company and the Guarantors in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and make any further appropriate agreements and
stipulations that may be therein contained.




			
	SECTION 9.02	 	With Consent of Holders.





          Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture with the consent (including consents obtained in connection with
a tender offer or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or all series; provided
that in each case such offer or solicitation is made to all Holders of then outstanding Securities
of each such series (but the terms of such offer or solicitation may vary from series to series))
of the Holders of at least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).



          Upon the request of the Company, accompanied by a Board Resolution, and upon the filing with
the Trustee of evidence of the consent of the Holders as aforesaid, and upon



48









 







receipt by the Trustee
of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Company and the Guarantors in the execution of such amendment or supplemental indenture.



          It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.



          The Holders of a majority in principal amount of the then outstanding Securities of one or
more series or of all series (acting as one class) may waive compliance in a particular instance by
the Company or any Guarantor with any provision of this Indenture with respect to Securities of
such series (including waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities of such series;
provided that in each case such offer or solicitation is made to all Holders of then outstanding
Securities of such series (but the terms of such offer or solicitation may vary from series to
series)).



          However, without the consent of each Holder affected, an amendment, supplement or waiver under
this Section 9.02 may not:





     (1) reduce the amount of Securities whose Holders must consent to an amendment,
supplement or waiver;




     (2) reduce the rate of or change the time for payment of interest, including default
interest, on any Security;




     (3) reduce the principal of, any premium on or any mandatory sinking fund payment with
respect to, or change the Stated Maturity of, any Security or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.02;




     (4) reduce the premium, if any, payable upon the redemption of any Security or change
the time at which any Security may or shall be redeemed;




     (5) change any obligation of the Company or any Guarantor to pay Additional Amounts
with respect to any Security;




     (6) change the coin or currency or currencies (including composite currencies) in which
any Security or any premium, interest or Additional Amounts with respect thereto are
payable;




     (7) impair the right to institute suit for the enforcement of any payment of principal
of, premium (if any) or interest on or any Additional Amounts with respect to any Security
pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06;



49









 






     (8) make any change in the percentage of principal amount of Securities necessary to
waive compliance with certain provisions of this Indenture pursuant to Section 6.04 or 6.07
or make any change in this sentence of Section 9.02;




     (9) waive a continuing Default or Event of Default in the payment of principal of,
premium (if any) or interest on or Additional Amounts with respect to the Securities; or




     (10) change the obligations of the Guarantors under Section 10.01 in any manner
materially adverse to the Holders.



          A supplemental indenture that 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.




          The right of any Holder to participate in any consent required or sought pursuant to any
provision of this Indenture (and the obligation of the Company or any Guarantor to obtain any such
consent otherwise required from such Holder) may be subject to the requirement that such Holder
shall have been the Holder of record of any Securities with respect to which such consent is
required or sought as of a date identified by the Company or such Guarantor in a notice furnished
to Holders in accordance with the terms of this Indenture.




          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the
Company shall mail to the Holders of each Security affected thereby a notice briefly describing the
amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amendment,
supplement or waiver.





			
	SECTION 9.03	 	Compliance with Trust Indenture Act.





          Every amendment or supplement to this Indenture or the Securities shall comply in form and
substance with the TIA as then in effect.





			
	SECTION 9.04	 	Revocation and Effect of Consents.





          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the consenting Holder’s Security, even if notation of the consent
is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent
as to his or her Security or portion of a Security if the Trustee receives written notice of
revocation before a date and time therefor identified by the Company or any Guarantor in a notice
furnished to such Holder in accordance with the terms of this
Indenture or, if no such date and time shall be identified, the date the amendment, supplement
or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.




50









 








          The Company or any Guarantor may, but shall not be obligated to, fix a record date (which need
not comply with TIA § 316(c)) for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver or to take any other action under this Indenture. If a record date
is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those Persons
who were Holders at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such record date. No
consent shall be valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities required hereunder for such amendment or waiver
to be effective shall have also been given and not revoked within such 90-day period.




          After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless
it is of the type described in any of clauses (1) through (10) of Section 9.02 hereof. In such
case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every
subsequent Holder that evidences the same debt as the consenting Holder’s Security.





			
	SECTION 9.05	 	Notation on or Exchange of Securities.





          If an amendment or supplement changes the terms of an outstanding Security, the Company may
require the Holder of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security at the request of the Company regarding the changed terms and
return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for
the Security shall issue, the Guarantors shall execute and the Trustee shall authenticate a new
Security that reflects the changed terms. Failure to make the appropriate notation or to issue a
new Security shall not affect the validity of such amendment or supplement.




          Securities of any series authenticated and delivered after the execution of any amendment or
supplement 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 amendment or supplement.





			
	SECTION 9.06	 	Trustee to Sign Amendments, etc.





          The Trustee shall sign any amendment or supplement authorized pursuant to this Article if the
amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of
the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign
such amendment or supplement, the Trustee shall be entitled to receive, and, subject to Section
7.01 hereof, shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of
Counsel provided at the expense of the Company or a Guarantor as conclusive evidence that such
amendment or supplement is authorized or permitted by this Indenture, that it
is not inconsistent herewith, and that it will be valid and binding upon the Company and the
Guarantors in accordance with its terms.




51









 








ARTICLE X

GUARANTEE





			
	SECTION 10.01	 	Guarantee.





          Each Guarantor, jointly and severally, hereby unconditionally guarantees to the Holders from
time to time of the Securities (a) the full and prompt payment of the principal of and any premium
on any Security when and as the same shall become due, whether at the Stated Maturity thereof, by
acceleration, redemption or otherwise, and (b) the full and prompt payment of any interest on and
any Additional Amounts with respect to any Security when and as the same shall become due, subject
in each case to any applicable grace period. Each payment by a Guarantor with respect to any
Security shall be paid in the currency or currencies specified for payments on such Security as
contemplated by Section 2.01 and pursuant to this Indenture. The Guarantee hereunder constitutes a
guarantee of payment and not of collection.




          The obligations of each Guarantor hereunder with respect to a series of Securities shall be
absolute and unconditional and, subject to Article VIII, shall remain in full force and effect
until the entire principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of such series shall have been paid or provided for in accordance with
the provisions of such series and of this Indenture, irrespective of the validity, regularity or
enforceability of any Security of such series or this Indenture, any change or amendment thereto,
the absence of any action to enforce the same, any waiver or consent by the Trustee or the Holder
of any Security of such series with respect to any provision of such Security or this Indenture,
the recovery of any judgment against the Company or any other Guarantor or any action to enforce
the same, or any other circumstances that may otherwise constitute a legal or equitable discharge
or defense of a guarantor. Each Guarantor hereby waives presentment or demand of payment or notice
to such Guarantor with respect to such Security and the obligations evidenced thereby or hereby.
Each Guarantor further waives any right of set-off or counterclaim it may have against any Holder
of a Security arising from any other obligations any such Holder may have to the Company or any
Guarantor.




          It is the intention of the Guarantors that the Guarantee not constitute a fraudulent transfer
or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the
Guarantee. To effectuate the foregoing intention, the obligations of each Guarantor hereunder
shall be limited to the maximum amount as will, after giving effect to such maximum amount and all
other contingent and fixed liabilities of such Guarantor (other than guarantees of such Guarantor
in respect of subordinated debt) that are relevant under such laws, result in the obligations of
such Guarantor hereunder not constituting a fraudulent transfer or conveyance.





			
	SECTION 10.02	 	Proceedings Against Guarantor.





          In the event of a default in the payment of principal of or any premium on any Security when
and as the same shall become due, whether at the Stated Maturity thereof, by acceleration, call for
redemption or otherwise, or in the event of a default in any sinking fund payment, or in the event
of a default in the payment of any interest on or any Additional


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Amounts with respect to any
Security when and as the same shall become due, each of the Trustee and the Holder of such Security
shall have the right to proceed first and directly against a Guarantor under this Indenture without
first proceeding against the Company or exhausting any other remedies which the Trustee or such
Holder may have and without resorting to any other security held by it.




          The Trustee shall have the right, power and authority to do all things it deems necessary or
advisable to enforce the provisions of this Indenture relating to the Guarantee and to protect the
interests of the Holders of the Securities and, in the event of a default in payment of the
principal of or any premium on any Security when and as the same shall become due, whether at the
Stated Maturity thereof, by acceleration, call for redemption or otherwise, or in the event of a
default in the payment of any interest on or any Additional Amounts with respect to any Security
when and as the same shall become due, the Trustee may institute or appear in such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of its
rights and the rights of the Holders, whether for the specific enforcement of any covenant or
agreement in this Indenture relating to the Guarantee or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy. Without limiting the generality of the
foregoing, in the event of a default in payment of the principal of, premium (if any) and interest
on or any Additional Amounts with respect to any Security when due, the Trustee 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 a Guarantor and collect
the moneys adjudged or decreed to be payable in the manner provided by law out of the property of
such Guarantor, wherever situated.





			
	SECTION 10.03	 	Subrogation.





          Each Guarantor shall be subrogated to all rights against the Company or any other Guarantor of
any Holder of Securities of a series in respect of any amounts paid by such Guarantor pursuant to
the provisions of the Guarantee; provided, however, that such Guarantor shall be entitled to
enforce, or to receive any payments arising out of or based upon, such right of subrogation only
after the principal of, premium (if any) and interest on and any Additional Amounts with respect to
all Securities of such series have been paid in full.





			
	SECTION 10.04	 	Guarantee for Benefit of Holders.





          The Guarantee contained in this Indenture is entered into by each Guarantor for the benefit of
the Holders from time to time of the Securities. Such provisions shall not be deemed to create any
right in, or to be in whole or in part for the benefit of, any Person other than the Trustee, the
Guarantors, the Holders from time to time of the Securities and their permitted successors and
assigns.




ARTICLE XI

MISCELLANEOUS





			
	SECTION 11.01	 	Trust Indenture Act Controls.





          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
operation of TIA § 318(c), the imposed duties shall control.




53









 









			
	SECTION 11.02	 	Notices.





          Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly
given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), telex, facsimile or overnight air courier guaranteeing next day
delivery, to the other’s address:




          If to the Company or the Subsidiary Guarantor, to such Person:



c/o ConocoPhillips

600 North Dairy Ashford

Houston, Texas 77079

Attn: General Counsel

Telephone: (281) 293-1000

Facsimile: (281) 293-1600



If to the Parent:



ConocoPhillips

600 North Dairy Ashford

Houston, Texas 77079

Attn: General Counsel

Telephone: (281) 293-1000

Facsimile: (281) 293-1600



If to the Trustee:



U.S. Bank National Association

5847 San Felipe Plaza

Suite 1050

Houston, Texas 77057

Attn: Corporate Trust Services

Telephone: (713) 278-4321

Facsimile: (713) 278-4329




          The Company, any Guarantor or the Trustee by notice to the others may designate additional or
different addresses for subsequent notices or communications.




          All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if by facsimile; and
the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.




          Any notice or communication to a Holder shall be mailed by first-class mail, postage prepaid,
to the Holder’s address shown on the register kept by the Registrar. Failure to


54









 







mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.




          If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it, except in the case of
notice to the Trustee, it is duly given only when received.




          If the Company or a Guarantor mails a notice or communication to Holders, it shall mail a copy
to the others and to the Trustee and each Agent at the same time.




          All notices or communications, including without limitation notices to the Trustee, the
Company or a Guarantor by Holders, shall be in writing, except as otherwise set forth herein.




          In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.





			
	SECTION 11.03	 	Communication by Holders with Other Holders.





          Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Securities. The Company, the Guarantors, the Trustee, the
Registrar and anyone else shall have the protection of TIA § 312(c).





			
	SECTION 11.04	 	Certificate and Opinion as to Conditions Precedent.





          Upon any request or application by the Company or a Guarantor to the Trustee to take any
action under this Indenture, the Company or such Guarantor, as the case may be, shall, if requested
by the Trustee, furnish to the Trustee at the expense of the Company or such Guarantor, as the case
may be:





     (1) an Officers’ Certificate (which shall include the statements set forth in Section
11.05) stating that, in the opinion of the signers, all conditions precedent and covenants,
if any, provided for in this Indenture relating to the proposed action have been complied
with; and




     (2) an Opinion of Counsel (which shall include the statements set forth in Section
11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent
and covenants have been complied with.




			
	SECTION 11.05	 	Statements Required in Certificate or Opinion.





          Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:




55









 









     (1) a statement that the Person making such certificate or opinion has read such
covenant or condition;




     (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 such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.




			
	SECTION 11.06	 	Rules by Trustee and Agents.





          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or the Paying Agent may make reasonable rules and set reasonable requirements for its functions.





			
	SECTION 11.07	 	Legal Holidays.





          If a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.





			
	SECTION 11.08	 	No Recourse Against Others.





          A director, officer, employee, stockholder, partner or other owner of the Company, a Guarantor
or the Trustee, as such, shall not have any liability for any obligations of the Company under the
Securities, for any obligations of any Guarantor under the Guarantee, or for any obligations of the
Company, any Guarantor or the Trustee under this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release shall be part of the consideration for the
issue of Securities.





			
	SECTION 11.09	 	Governing Law.





          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THE LAWS OF THE
STATE OF NEW YORK REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.




56









 









			
	SECTION 11.10	 	No Adverse Interpretation of Other Agreements.





          This Indenture may not be used to interpret another indenture, loan or debt agreement of the
Company, any Guarantor or any Subsidiary. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.





			
	SECTION 11.11	 	Successors.





          All agreements of each of the Company and the Guarantors in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall bind its
successors.





			
	SECTION 11.12	 	Severability.





          In case any provision in this Indenture, in the Securities or in the Guarantees shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall, to the fullest extent permitted by applicable law, not in any way be affected or
impaired thereby.





			
	SECTION 11.13	 	Counterpart Originals.





          The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.





			
	SECTION 11.14	 	Table of Contents, Headings, etc.





          The table of contents, cross-reference table and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions hereof.




57









 








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




	 	 	 	 	 	 	 
	 	 	CONOCOPHILLIPS AUSTRALIA FUNDING COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CONOCOPHILLIPS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	CONOCOPHILLIPS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title: