EX-4.2







Exhibit 4.2




 





FIRST SUPPLEMENTAL INDENTURE

among




NOKIA CORPORATION,

as Issuer




and




LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee




and




CITIBANK, N.A.,

as Indenture Agent




Dated as of May 7, 2009




to the Indenture between




NOKIA CORPORATION,

as Issuer




and




LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee




Dated as of May 7, 2009




$1,000,000,000 initial aggregate principal amount of Senior Notes due 2019




$500,000,000 initial aggregate principal amount of Senior Notes due 2039




 





 









 








NOKIA CORPORATION




     Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990, and Base Indenture, dated May 7, 2009, as supplemented by the Supplemental
Indenture dated May 7, 2009 (together with the Base Indenture, the “Indenture”). Unless otherwise
specified, references to the sections in the Indenture are to the Base Indenture.



	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§ 310(a)(1)
	 	5.08
	(a)(2)
	 	5.08
	(a)(3)
	 	Not applicable
	(a)(4)
	 	Not applicable
	(b)
	 	5.09
	(c)
	 	Not applicable
	§ 311(a)
	 	5.05
	(b)
	 	5.05
	(c)
	 	Not applicable
	§ 312(a)
	 	3.07
	(b)
	 	3.08
	(c)
	 	3.08
	§ 313(a)
	 	3.10
	(b)
	 	3.10
	(c)
	 	3.10
	(d)
	 	3.10
	§ 314(a)
	 	3.09
	(b)
	 	Not applicable
	(c)(1)
	 	3.06 and 10.05
	(c)(2)
	 	3.06 and 10.05
	(c)(3)
	 	Not applicable
	(d)
	 	Not applicable
	(e)
	 	3.06 and 10.05
	(f)
	 	Not applicable
	§ 315(a)
	 	5.01
	(b)
	 	4.10
	(c)
	 	5.01
	(d)
	 	5.01
	(d)(1)
	 	5.01
	(d)(2)
	 	5.01
	(d)(3)
	 	5.01
	(e)
	 	4.11/4.03 of Supplemental Indenture
	§ 316(a)(1)(A)
	 	4.09
	(a)(1)(B)
	 	4.02 of Supplemental Indenture
	(a)(2)
	 	Not applicable
	(b)
	 	4.07
	(c)
	 	6.02
	§ 317(a)(1)
	 	4.02
	(a)(2)
	 	4.02
	(b)
	 	3.05/5.01 and 5.02 of Supplemental Indenture
	§ 318(a)
	 	10.07






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



i









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 1

	Definitions

	 
	 	 	 	 
	Section 1.01. Definitions of Terms
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 2

	General Terms and Conditions of the Notes

	 
	 	 	 	 
	Section 2.01. Designation and Principal Amount
	 	 	9	 
	Section 2.02. Maturity
	 	 	9	 
	Section 2.03. Form and Payment; Minimum Transfer Restriction
	 	 	9	 
	Section 2.04. Payment of Interest
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 3

	Redemption

	 
	 	 	 	 
	Section 3.01. Optional Redemption
	 	 	11	 
	Section 3.02. Optional Make-whole Redemption
	 	 	11	 
	Section 3.03. Optional Redemption Due to Changes in Tax Treatment
	 	 	11	 
	Section 3.04. Mandatory Redemption; Sinking Funds
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 4

	Events of Default

	 
	 	 	 	 
	Section 4.01. Events of Default
	 	 	13	 
	Section 4.02. Waiver of Past Defaults
	 	 	15	 
	Section 4.03. Right of Court to Require Filing of Undertaking to Pay Costs
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 5

	Covenants of the Issuer

	 
	 	 	 	 
	Section 5.01. Indenture Agent; Notices
	 	 	16	 
	Section 5.02. Payments
	 	 	17	 
	Section 5.03. Additional Amounts
	 	 	17	 
	Section 5.04. Limitation on Liens
	 	 	19	 
	Section 5.05. Limitation on Sale and Lease-Back
	 	 	22	 






ii









 






	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE 6

	Consolidation, Merger, Sale or Conveyance

	 
	 	 	 	 
	Section 6.01. Issuer May Consolidate, Etc., On Certain Terms
	 	 	23	 
	Section 6.02. Successor Corporation to be Substituted for Issuer
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 7

	Defeasance

	 
	 	 	 	 
	Section 7.01. Defeasance 
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 8

	Miscellaneous

	 
	 	 	 	 
	Section 8.01. Ratification of Base
Indenture; First Supplemental Indenture Controls
	 	 	24	 
	Section 8.02. Governing Law
	 	 	24	 
	Section 8.03. Severability
	 	 	24	 
	Section 8.04. Counterparts
	 	 	24	 
	Section 8.05. Encryption of Confidential Information
	 	 	24	 
	Section 8.06. Delivery of Documents
	 	 	25	 
	Section 8.07. Information to the Indenture Agent in Relation to Supplements, Amendments, Consents and Waivers
	 	 	25	 






iii









 






     FIRST SUPPLEMENTAL INDENTURE, dated as of May 7, 2009, (the “First Supplemental Indenture”)
among Nokia Corporation, a corporation incorporated under the laws of the Republic of Finland
(herein called the “Issuer”), with its registered office at P.O. Box 226, F1-00045 Nokia Group,
Keilalahdentie 2-4, 02150 Espoo, Finland, Law Debenture Trust Company of New York, as Trustee
(herein called the “Trustee”) under the Indenture dated as of May 7, 2009 between the Issuer and
the Trustee (the “Base Indenture” and together with this First Supplemental Indenture, the
"Indenture”), and Citibank N.A., as Indenture Agent.



     WHEREAS, the Issuer and the Trustee executed and delivered the Base Indenture to provide for
the future issuance of the Issuer’s senior debentures, notes or other evidences of indebtedness
(the “Securities”) to be issued from time to time in one or more series as might be determined
under the Base Indenture, in an unlimited aggregate principal amount, which may be authenticated
and delivered as provided in the Base Indenture;



     WHEREAS, Section 2.03 of the Base Indenture permits the terms of any series of Securities to
be established in an indenture supplemental to the Base Indenture;



     WHEREAS, pursuant to the terms of the Base Indenture, the Issuer may issue Securities now and
additional Securities of the same or different series at later dates under the Base Indenture, as
supplemented, and the Issuer desires to initially issue $1,000,000,000 aggregate principal amount
of Senior Notes due 2019 (the “2019 Notes”) and $500,000,000 aggregate principal amount of Senior
Notes due 2039 (the “2039 Notes” and, together with the 2019 Notes, the “Notes”), the form and
substance of such Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture, as supplemented by this First Supplemental Indenture;



     WHEREAS, pursuant to Section 2.03 of the Base Indenture, the Issuer desires to appoint the
Indenture Agent, through its New York Branch, to act as Paying Agent, registrar and Authentication
Agent with respect to the Notes;



     WHEREAS, each series of the Notes shall be treated as a separate series of Securities in
accordance with the terms of the Indenture and for all purposes under the Indenture; and



     WHEREAS, the Issuer has duly authorized the execution and delivery of this First Supplemental
Indenture and requested that the Trustee and the Indenture Agent execute and deliver this First
Supplemental Indenture, and all requirements necessary to make this First Supplemental Indenture a
valid instrument in accordance with its terms have been done.



 









 





     NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders
thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance
of the Notes and the terms, provisions and conditions thereof, the parties hereto hereby agree as
follows:



ARTICLE 1

Definitions




     Section 1.01. Definitions of Terms. For all purposes of the Indenture, except as otherwise
expressly provided or unless the context otherwise requires:



     (a) a term defined in the Base Indenture and not otherwise defined herein has the same meaning
when used in this First Supplemental Indenture;



     (b) unless otherwise specified, a reference to a Section or Article is to a Section or Article
of this First Supplemental Indenture;



     (c) headings are for convenience of reference only and do not affect interpretation; and



     (d) the following terms have the meanings and shall have the meaning set forth below for
purposes of this First Supplemental Indenture and the Base Indenture as it relates to each series
of Notes created hereunder.



     “2019 Notes” has the meaning set forth in the recitals of this First Supplemental Indenture.



     “2039 Notes” has the meaning set forth in the recitals of this First Supplemental Indenture.



     “Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as of any
particular time, the present value (discounted at a rate equal to the weighted average of the rate
of interest on all Securities then issued and outstanding under the Indenture, compounded
semi-annually) of the obligation of the Issuer or a Restricted Subsidiary for rental payments for
the remaining term of any lease in respect of a Sale and Lease-Back Transaction, including in each
case any period for which any such lease has been extended. Such rental payments shall not include
amounts payable by or on behalf of the lessee for maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges.



     “Authentication Agent” means the Indenture Agent appointed pursuant to Section 5.01(b).



     “Base Indenture” has the meaning set forth in the first paragraph of this First Supplemental
Indenture.



5









 





     “Business Day” means any day, other than a Saturday or Sunday, which is not, in New York City,
Helsinki, Finland or the place of payment of interest or principal with respect to the Notes, a
legal holiday or a day on which banking institutions are generally authorized or obligated by law,
regulation or executive order to close.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of such series
of the Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Corporate Trust Office” means, with respect to the Trustee, its corporate trust office
currently having its address at 400 Madison Avenue, 4th Floor, New York, New York 10017,
and, with respect to the Indenture Agent (i) for Note transfer purposes and for purposes of
presentment and surrender of the Notes for the final distributions thereon, Citibank, N.A., 111
Wall Street, 15th Floor, New York, New York 10005, Attention: 15th Floor
Window — Nokia Corporation Notes and (ii) for all other purposes, Citibank, N.A., 388 Greenwich
Street, 14th Floor, New York, New York 10013, Attention: Global Transaction Services —
Nokia Corporation Notes, or such other address as the Trustee or the Indenture Agent, as
applicable, may designate from time to time by notice to the Holders, the Issuer and the Trustee or
the Indenture Agent, as applicable, or the principal corporate trust office of any successor
Trustee or Indenture Agent.



     “Debt” has the meaning specified in Section 5.04(a).



     “DTC” has the meaning set forth in Section 2.03(b).



     “Event of Default” has the meaning set forth in Section 4.01.



     “Global Notes” means each of the Global Notes deposited with or on behalf of and registered in
the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that
has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued and
authenticated in accordance with the Indenture.



6









 





     “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.



     “Initial Purchasers” means Banc of America Securities LLC, Barclays Capital Inc., Credit
Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Calyon Securities (USA) Inc., Nordea Bank
Danmark A/S, RBS Securities Inc., SG Americas Securities, LLC, Standard Chartered Bank and UBS
Securities Inc..



     “Interest Payment Date” has the meaning set forth in Section 2.04(c).



     “Interest Period” has the meaning set forth in Section 2.04(b)(ii).



     “Interest Rate” has the meaning set forth in Section 2.04(b)(i).



     “Issue Date” means May 7, 2009.



     “Issuer” has the meaning set forth in the first paragraph of this First Supplemental
Indenture.



     “Maturity Date” means May 15, 2019 with respect to the 2019 Notes and May 15, 2039 with
respect to the 2039 Notes.



     “Notes” has the meaning set forth in the recitals of this First Supplemental Indenture.



     “Participant” means, with respect to the Depositary, a Person who has an account with the
Depositary.



     “Paying Agent” has the meaning set forth in Section 5.01(a).



     “Principal Property” means any manufacturing plant or facility or any research facility owned
by the Issuer or any Restricted Subsidiary which has a book value (without deduction of any
depreciation reserve) which on the date as of which the determination is being made exceeds 2% of
Total Consolidated Assets, except (i) any such plant or facility or research facility which is not
of material importance to the total business conducted by the Issuer and its Subsidiaries
considered as a whole or (ii) any portion of any such property which is not of material importance
to the use or operation of such property.



     “Quotation Agent” has the meaning set forth in Section 3.02.



     “Reference Treasury Dealer” means (i) each of Banc of America Securities LLC, Barclays Capital
Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and their respective
successors; provided, however, that if the foregoing shall cease to be a primary United States
Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall



7









 




substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer
selected by the Issuer.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee and the Indenture Agent by such Reference Treasury Dealer
at 3:30 p.m., New York City Time, on the third Business Day preceding such redemption date.



     “Regular Record Date” has the meaning set forth in Section 2.04(c).



     “Restricted Subsidiary” means any Wholly Owned Subsidiary which owns a Principal Property;
provided, however, that the term “Restricted Subsidiary” shall exclude any Wholly Owned Subsidiary
which is principally engaged in leasing or in financing installment receivables or which is
principally engaged in financing the operations of the Issuer and its consolidated Subsidiaries.



     “Sale and Lease-Back Transaction” has the meaning specified in Section 5.05.



     “Securities” has the meaning set forth in the recitals of this First Supplemental Indenture.



     “Subsidiary” means, with respect to any Person, any corporation or other legal entity in which
that Person owns or controls directly or indirectly at least a majority of the outstanding stock
having by the terms thereof ordinary voting power (not dependent upon the occurrence of a
contingency) to elect a majority of the board of directors of such Person, corporation or other
legal entity.



     “Taxing Jurisdiction” has the meaning set forth in Section 3.03(a).



     “Total Consolidated Assets” means the aggregate amount of consolidated total assets of the
Issuer as shown on the audited consolidated balance sheet contained in the latest annual report to
shareholders of the Issuer.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     “Wholly Owned Subsidiary” means any Subsidiary in which control, directly or indirectly, of
all the stock with ordinary voting power to elect the



8









 




board of directors of such Subsidiary is
owned by (i) the Issuer, (ii) one or more Wholly-Owned Subsidiaries or (iii) the Issuer and one or
more Wholly-Owned Subsidiaries.




ARTICLE 2

General Terms and Conditions of the Notes




     Section 2.01. Designation and Principal Amount.



     (a) The 2019 Notes issued hereunder shall be designated as “Series 001” and the 2039 Notes
hereunder shall be designated as “Series 002”.



     (b) The Issuer may, from time to time, without the consent of the holders of the Notes of any
series, issue additional notes of one or more of the series of the Notes issued under this
Indenture, having the same ranking and same Interest Rate, Maturity Date, redemption terms and
other terms (other than the Issue Date and, possibly, the first Interest Payment Date and issue
price) as the Notes; provided that such additional notes will be issued with no more than de
minimis original issue discount for U.S. federal income tax purposes or constitute a qualified
reopening for U.S. federal income tax purposes. Any such additional notes, together with the Notes
of the applicable series, will constitute a single series of securities under this Indenture and
shall be included in the definition of “Notes” in this Indenture where the context requires.



     (c) The aggregate principal amount of Notes of any series which may be authenticated and
delivered under the Indenture is unlimited.



     Section 2.02. Maturity. The principal of the Notes of each series shall be due and payable,
together with any accrued and unpaid interest, on the Maturity Date with respect to such series.



     Section 2.03. Form and Payment; Minimum Transfer Restriction.



     (a) The Notes shall be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The Notes will be issued in the form of one or more Global Notes and
shall not be exchangeable for definitive securities except in the limited circumstances as provided
in Section 2.08 of the Base Indenture. All transfers relating to the Notes will be reflected in
the book-entry records of DTC.



     (b) The Notes shall be issued as Global Notes and registered in the name of Cede & Co., as
nominee of The Depository Trust Company (the “DTC”), and deposited with a custodian of DTC;
provided, however, (i) such Global Notes may not be transferred except as a whole by DTC to a
nominee or successor of DTC, unless and until the Notes are exchanged for definitive securities in
the



9









 




limited circumstances as provided in Section 2.08 of the Base Indenture; (ii) beneficial
interests in Global Notes will be shown on, and transfers thereof will be effected only through,
the book-entry records of DTC and Participants or Indirect Participants; and (iii) so long as DTC,
or its nominee, is the holder of the Global Notes, it will be considered the sole holder of the
Global Notes for all purposes under the Indenture.




     (c) The Issuer hereby appoints DTC to act as the Depositary with respect to the Global Notes.



     Section 2.04. Payment of Interest. (a) Interest on the Notes of each series will be
payable on each Interest Payment Date and on the Maturity Date relevant to such series to the
Person in whose name that Note is registered at the close of business on the Regular Record Date
for such interest, next preceding the related Interest Payment Date, except that: (i) if the Issuer
fails to pay the interest due on an Interest Payment Date, the defaulted interest will be paid to
the Person in whose name the Note is registered at the close of business on a subsequent record
date that the Issuer shall establish for the payment of defaulted interest as set forth in Section
2.07 of the Base Indenture; and (ii) interest payable on the Maturity Date will be payable to the
Person to whom principal shall be payable.



     Such payment may be made to Holders in accordance with the customary procedures of DTC for so
long as held as Global Notes, or through a Paying Agent by wire-transfer of same-day funds to the
Holder.



     (b) Interest Rates.




     (i) Each Note shall bear interest from the Issue Date or from the most recent date to
which interest on that Note has been paid or duly provided for, at an annual rate equal to
5.375% with respect to the 2019 Notes and 6.625% with respect to the 2039 Notes (each an
“Interest Rate”), until the Maturity Date relevant to its series.




     (ii) Interest payments in respect of the Notes will equal the amount of interest
accrued from and including the immediately preceding Interest Payment Date in respect of
which interest has been paid or duly made available for payment (or from and including the
Issue Date, if no interest has been paid with respect to the applicable Note) to but
excluding the related Interest Payment Date or the Maturity Date, as the case may be.
Such period is herein called an “Interest Period”. The first payment of interest on any
Note originally issued between a Regular Record Date and an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding Regular Record Date to the
registered owner on such next succeeding Regular Record Date.



10









 





     (c) Interest Payment Dates. Interest on the Notes will be payable semi-annually in arrears on
May 15 and November 15 of each year, commencing on November 15, 2009 (each, an “Interest Payment
Date”), to the Persons in whose names the Notes are registered on the 15th calendar day
(whether or not a Business Day) prior to such Interest Payment Date.



     The dates in this Section 2.04(c) with which reference is made to determine the Persons
entitled to receive interest on the Notes of a series are
collectively referred to as “Regular Record Dates”. If any Interest Payment Date would
otherwise fall on a day which is not a Business Day, it shall be postponed to the next day which is
a Business Day. If the Maturity Date of a Note falls on a day that is not a Business Day, the
payment of principal, and interest, if any, will be made on the next succeeding Business Day and
the Issuer will not pay any additional interest for the period from and after the Maturity Date.



     (d) Computation of Interest. Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.



ARTICLE 3

Redemption




     Section 3.01. Optional Redemption. Except as provided in this Article Three, the Notes may
not be redeemed by the Issuer prior to the Maturity Date.



     Section 3.02. Optional Make-whole Redemption. Each series of the Notes are subject to
redemption, as a whole or in part, at any time and from time to time, at the election of the
Issuer, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the
greater of (i) 100% of the principal amount of the Notes of such series to be redeemed, and (ii) as
determined by the Reference Treasury Dealer appointed by the Issuer (the “Quotation Agent”), the
sum of the present values of the remaining scheduled payments of principal and interest on the
Notes of such series (not including any portion of such payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points with respect to the
2019 Notes and 40 basis points with respect to the 2039 Notes plus, in each of cases (i) and (ii)
above, accrued interest thereon to the date of redemption.



     Section 3.03. Optional Redemption Due to Changes in Tax Treatment. (a) If as the result of
any change in or any amendment to the laws or any regulations or rulings thereunder of the
government of any jurisdiction in which the Issuer is resident for tax purposes or through which
the Issuer makes payment on the Notes (the “Taxing Jurisdiction”) or of any political subdivision
or taxing authority thereof or therein affecting taxation, or any change in the official



11









 




application or interpretation of such laws, regulations or rulings, which change or amendment
becomes effective (or in the case of a change in the official application or interpretation is
announced) on or after the date hereof, it is determined by the Issuer that the Issuer would be
required to make additional payments in respect of principal and interest on the next succeeding
date for the payment thereof pursuant to Section 5.03 and the payment of such additional amounts
cannot be avoided by the use of any reasonable measures available to the Issuer, the Issuer may, at
its option, upon not less than 30 and not more than 60 days’ notice, redeem the Notes in whole at
any time at a redemption price equal to
100 per cent of the principal amount thereof plus accrued interest to the date fixed for
redemption and any additional amounts. Prior to any redemption of the Notes pursuant to this
Section 3.03(a), the Issuer shall provide the Trustee and the Indenture Agent with an Opinion of
Counsel that the conditions precedent to the right of the Issuer to redeem such Notes pursuant to
this Section 3.03(a) have occurred. Such Opinion of Counsel shall be based on the laws in effect
on the date of such opinion or to become effective on or before the next succeeding date for
payment of principal or interest.




     (b) If (1) there has been an amalgamation, reconstruction, consolidation, merger or other
transaction concerning the Issuer permitted by Section 6.01 hereof and (2) as the result of any
change in or any amendment to the laws or any regulations or rulings thereunder of the jurisdiction
in which a successor Issuer is resident for tax purposes or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in the official application or
interpretation of such laws, regulations or rulings, which change or amendment becomes effective
(or in the case of a change in the official application or interpretation is announced) on or after
the date of the assumption by the successor Issuer of the Issuer’s obligations, it is determined by
the successor Issuer that the successor Issuer would be required to make additional payments in
respect of principal or interest, if any, on the next succeeding date for payment thereof pursuant
to an agreement made by such successor Issuer in a supplemental indenture in accordance with
Section 6.01 and the payment of such additional amounts cannot be avoided by the use of any
reasonable measures available to the successor Issuer, the successor Issuer may, at its option,
upon not less than 30 nor more than 60 days’ notice, redeem the Notes in whole at any time at a
redemption price equal to 100 per cent of the principal amount thereof plus accrued interest to the
date fixed for redemption and additional amounts. Prior to any redemption of the Notes pursuant to
this Section 3.03(b), the successor Issuer shall provide the Trustee with an Opinion of Counsel
that the conditions precedent to the right of the successor Issuer to redeem the Notes pursuant to
this Section 3.03(b) have occurred. Such Opinion of Counsel shall be based on the laws in effect
on the date of such opinion or to become effective on or before the next succeeding date for
payment of principal or interest.



12









 





     (c) Any redemption notice pursuant to Section 3.03(a) or 3.03(b) shall be given not earlier
than 60 days before the first date on which the Issuer or any successor Issuer, as the case may be,
would be obligated to pay additional amounts pursuant to Section 5.03 hereof or any supplemental
indenture.



     Section 3.04. Mandatory Redemption; Sinking Funds. The Issuer has no obligation to redeem,
repurchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous
provision or at the option of the Holder.



ARTICLE 4

Events of Default




     Section 4.01. Events of Default. With respect to each series of the Notes, “Event of
Default” means each one of the following events which shall have occurred and be continuing with
respect to such series (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body):



     (a) default in the payment of any installment of interest upon any of the Notes of such series
as and when the same shall become due and payable, and continuance of such default for a period of
30 days; or



     (b) default in the payment of all or any part of the principal on any of the Notes of such
series as and when the same shall become due and payable either at maturity, upon redemption, by
acceleration or otherwise; or



     (c) default in the performance or breach of any covenant of the Issuer in respect of the Notes
(other than a covenant a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with), and continuance of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the Issuer by the Trustee or to the
Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes
of all series affected thereby, a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder; or



     (d) (i) non-payment when due (taking into account grace periods and extensions) of all or any
part of the principal of any indebtedness of the Issuer or any of its Restricted Subsidiaries or
the declaration of any indebtedness of the Issuer or any of its Restricted Subsidiaries due and
payable (or if such indebtedness otherwise becomes due and payable) prior to its specified maturity
by reason of the occurrence of an event of default (howsoever described) and (ii)



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the aggregate of
all indebtedness referred to in clause (i) exceeds €75,000,000 or its equivalent in other
currencies; or




     (e) a court having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Issuer or for any substantial part of the
property of the Issuer or (other than under or in connection with a scheme of amalgamation or
reconstruction not involving bankruptcy or insolvency) ordering the winding up
or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or



     (f) the Issuer shall institute proceedings to be adjudicated a bankrupt or insolvent, or the
Issuer shall consent to the institution of bankruptcy or insolvency proceedings against itself or
(other than under or in connection with a scheme of amalgamation or reconstruction not involving
bankruptcy or insolvency) the passing of a resolution that the Issuer be wound up or the filing of
a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy,
insolvency or similar law of the United States of America or the Republic of Finland, or the
consent by the Issuer to the filing of such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Issuer’s property, or make any general assignment for the benefit of
creditors.



     If an Event of Default, other than an Event of Default occurring under clause (e) or (f), has
occurred and is continuing with respect to a series of Notes (if such Event of Default has occurred
for less than all series of Notes then Outstanding), then, and in each and every such case, unless
the principal of the Notes of such series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes of such
series, by notice in writing to the Issuer (and to the Trustee if given by Holders), may declare
the entire principal of the Notes of such series and the interest accrued thereon, if any, to be
due and payable immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default has occurred under clause (e) or (f), the principal of all
Notes then issued under the Indenture and outstanding, together with any accrued interest, will be
due and payable immediately. If any other Event of Default occurs and is continuing with respect
to all series of Notes then Outstanding, then and in each and every such case, unless the principal
of all the Notes shall have already become due and payable, either the Trustee or the Holders of
not less than 25% in aggregate principal amount of all the Notes then Outstanding (treated as one
class), by notice in writing to the Issuer (and to the Trustee if given by Holders), may declare
the entire principal of the Notes of each series and interest accrued



14









 




thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become immediately due and
payable.




     The foregoing provisions, however, are subject to the condition that if, at any time after the
principal of the Notes of an affected series (or of all the Notes, as the case may be) shall have
been so declared due and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the
Notes of an affected series (or of all the Notes, as the case may be) and the principal of any and
all Notes of an affected series (or of all the Notes, as the case may be) which shall have become
due otherwise than by acceleration (with
interest upon such principal and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the Interest Rate and such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee
except as a result of negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of the Notes which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in
every such case the Holders of a majority in aggregate principal amount of the Notes of an affected
series (or of all the Notes, as the case may be, voting as a single class), then Outstanding, by
written notice to the Issuer and to the Trustee, may waive all defaults with respect to the Notes
of an affected series (or with respect to all the Notes, as the case may be) and rescind and annul
such declaration and its consequences, but no such waiver or rescission and annulment shall extend
to or shall affect any subsequent default or shall impair any right consequent thereon.



     Section 4.02. Waiver of Past Defaults. Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 4.01, (i) in the case of an Event of Default that
relates to less than all series of Notes then Outstanding, the Holders of a majority in aggregate
principal amount of the Notes of each series then Outstanding affected thereby (each series voting
as a separate class) may waive any such default or Event of Default and its consequences, or (ii)
in the case of an Event of Default, including an Event of Default under Section 4.01(e) or (f),
that relates to all series of Notes then Outstanding, the Holders of a majority in principal amount
of all the Notes then Outstanding (voting as one class) may waive any such default or Event of
Default and its consequences, provided, however, that a default in the payment of principal of or
interest on any series of Notes or a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Note affected may be
waived, modified or amended only with the consent of each such Holder. In the case of any such
waiver, the Issuer, the Trustee and the Holders of the Notes shall be restored to their former
positions and rights



15









 




hereunder, respectively, and such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured, and not to have occurred for every purpose of the Indenture; but no such
waiver shall extend to any subsequent or other default or Event of Default or impair any right
consequent thereon.




     Section 4.03. Right of Court to Require Filing of Undertaking to Pay Costs. The provisions
of Section 4.11 of the Base Indenture shall apply to the Notes except that such section shall not
apply (i) to any suit instituted by the Trustee, (ii) to any suit instituted by any Holder of Notes
or group of Holders of Notes of any series holding in the aggregate more than 10% in aggregate
principal amount of the Notes of such series, or, in the case of any suit relating to an Event of
Default affecting Notes of more than one but less than all series, 10% in
aggregate principal amount of the Notes Outstanding affected thereby, or in the case of any
suit relating to an Event of Default, including an Event of Default under Section 4.01(e) or (f)
hereof, affecting all the Notes then Outstanding, 10% in aggregate principal amount of all Notes
Outstanding, or (iii) to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Note on or after the due date expressed in such Note.



ARTICLE 5

Covenants of the Issuer




     Section 5.01. Indenture Agent; Notices. (a) The Issuer agrees, for the benefit of the
Holders from time to time of the Notes, that, until all of the Notes of the applicable series are
no longer outstanding or until moneys for the payment of all of the principal of and interest on
all outstanding Notes have been made available at an office or offices of a paying agent, whichever
occurs earlier, there shall at all times be a paying agent hereunder. The Issuer hereby appoints
the Indenture Agent, at present having an office as set forth in the definition of “Corporate Trust
Office” in Section 1.01, as its paying agent in respect of the Notes (the “Paying Agent”). The
Paying Agent shall arrange for the payment, from funds furnished by the Issuer to the Paying Agent
of the principal of and interest on the Notes on the dates such payments become due and payable,
and shall perform any duties assigned to the Trustee in its role as a paying agent and registrar
under the Base Indenture.



     (b) The Issuer agrees, for the benefit of the Holders from time to time of the Notes, that,
until all of the Notes are no longer outstanding, there shall at all times be an authentication
agent hereunder. The Trustee hereby appoints the Indenture Agent as its authentication agent in
respect of the Notes (the “Authentication Agent”). The Authentication Agent shall authenticate,
transfer, exchange or cancel the Notes in the manner set forth herein, and shall perform



16









 




any duties
assigned to the Trustee in its role as a authentication agent under the Base Indenture.




     (c) Any notice or other communication required to be given hereunder shall be in writing and
shall be delivered in person or sent by letter or telecopier to the Indenture Agent at the
Corporate Trust Office. Any notice hereunder given by letter, telecopy or telex shall be deemed to
have been received when it would have been received in the ordinary course of post or transmission,
as the case may be.



     (d) The Issuer shall pay compensation to the Indenture Agent in accordance with the Fee
Agreement between the Issuer and the Indenture Agent dated April 23, 2009.



     (e) The rights, protections, immunities and indemnities afforded to the Trustee pursuant to
the Base Indenture, including, but not limited to, Article 5, shall also be afforded to the
Indenture Agent.



     Section 5.02. Payments. In order to provide for the payment of the principal of and
interest on the Notes of each series as the same become due and payable on any payment date, the
Issuer shall pay to such account or at such offices of the Paying Agent as such Paying Agent shall
specify in writing to the Issuer not less than five Business Days prior to the payment date (or as
otherwise agreed by them), in U.S. dollars, no later than 10:00 a.m. E.S.T. on each Interest
Payment Date and on the Maturity Date of the Notes of such series or any date fixed for redemption
of the Notes of such series (in each case determined in accordance with the terms and conditions
applicable to the Notes of such series), in immediately available funds available on such Interest
Payment Date or Maturity Date, as the case may be, in an aggregate amount which (together with any
funds then held by the Paying Agent and available for the purpose) shall be sufficient to pay the
full amount of the principal of and/or interest, as applicable, on the Notes of such series
becoming due on such Interest Payment Date or Maturity Date, and the Paying Agent shall hold such
amount in trust and apply it to the payment of any such principal or interest on such Interest
Payment Date or Maturity Date.



     Section 5.03. Additional Amounts. The Issuer shall pay all amounts of principal and
interest on the Notes without deducting or withholding for, or on account of, any and all present
and future taxes, levies, duties, assessments, imposts or other governmental charges of whatever
nature imposed, assessed, levied or collected by or for the account of the Taxing Jurisdiction or
any political subdivision or taxing authority thereof or therein or if deduction or withholding of
any such taxes, levies, duties, assessments, imposts or other governmental charges is at any time
required by the Taxing Jurisdiction or any such subdivision or authority, the Issuer will pay such
additional amounts in respect of principal and interest as may be necessary in order that the net
amounts paid to the Holders of



17









 




the Notes the Trustee or the Indenture Agent, as the case may be,
pursuant to the Notes and the Indenture, after such deduction or withholding, shall equal the
respective amounts of principal and interest that such Holders, the Trustee or the Indenture Agent
would have received had no such withholding or deduction been required; provided, however, that the
foregoing shall not apply to (i) any present or future tax, levy, impost or other governmental
charge which would not have been so imposed, assessed, levied or collected but for the fact that
the Holder of the relevant Note (or a fiduciary, settlor, beneficiary, member or shareholder of
such Holder, if such Holder is an estate, trust, partnership or corporation) is or has been a
domiciliary, national or resident of, or engaging or having been engaged in a trade or business or
maintaining or having maintained a permanent establishment or being or having been physically
present in, the Taxing Jurisdiction or any political subdivision or taxing authority thereof or
therein or otherwise having or having had some connection with the Taxing Jurisdiction or any
political subdivision or taxing authority thereof or therein other than the holding or ownership of
a Note, or the collection of principal of, and interest on, or the enforcement of, a Note, (ii) any
present or future tax, levy, impost or other governmental charge which would not have been so
imposed, assessed, levied or
collected but for the fact that, where presentation is required, the relevant Note was
presented more than thirty days after the date on which such payment became due or was provided
for, whichever is later, (iii) any estate, inheritance, gift, sales, transfer, excise, personal
property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax,
levy, impost or other governmental charge which is payable otherwise than by deduction or
withholding from payments on or in respect of the relevant Note, (v) any present or future tax,
levy, impost or other governmental charge which would not have been so imposed, assessed, levied or
collected but for the failure of the Holder or beneficial owner following a written request from
the Issuer to comply with any certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with the Taxing Jurisdiction or any
political subdivision or taxing authority thereof or therein of the Holder or beneficial owner of
the relevant Note, if compliance is required by statute, regulation or administrative practice of
the Taxing Jurisdiction or any such political subdivision or taxing authority thereof or therein as
a condition to relief or exemption from such tax, levy, impost or other governmental charge, (vi)
any present or future tax, levy, impost or other




18









 







governmental charge is imposed on a payment to an
individual and is required to be made pursuant to European Council Directive 2003/48/EC or any
other European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27
November 2000 on the taxation of savings or any law implementing or complying with, or introduced
in order to conform to, such Directive, (vii) any present or future tax, levy, impost or other
governmental charge a Holder would have been able to avoid by presenting the relevant Note to
another paying agent in a Member State of the European Union, (viii) any present or future tax,
levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a
payment under or with respect to a Note to any Holder of the relevant Note that is a fiduciary,
partnership or a person other than the sole beneficial owner of such payment or Note to the extent
that the beneficiary or settlor with respect to the fiduciary, member of that partnership or
beneficial owner would not have been entitled to the additional amounts or would not have been
subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial
owner been the actual Holder of such Note; or (ix) any combination of items (i) through (viii)
above.




     Section 5.04. Limitation on Liens. (a) Nothing contained in the Base Indenture or in this
First Supplemental Indenture or in the Notes shall in any way restrict or prevent the Issuer or any
Subsidiary of the Issuer from incurring, assuming or guaranteeing any indebtedness; provided that
the Issuer will not itself, and will not permit any of its Restricted Subsidiaries to, incur,
assume or guarantee indebtedness for money borrowed (hereinafter in this Article Five referred to
as “Debt”), secured by a mortgage, pledge, security interest or lien (mortgages, pledges, security
interests and liens being hereinafter in this Article Five referred to as a “mortgage” or
“mortgages”) upon any Principal Property or upon any shares of stock of or indebtedness of any
Restricted Subsidiary, without
effectively providing that the Notes (together with, if the Issuer so determines, any other
Debt of the Issuer or such Restricted Subsidiary then existing or thereafter created ranking
equally with the Notes) shall be secured equally and ratably with (or prior to) such Debt, so long
as such Debt shall be so secured, except that this Section 5.04(a) shall not apply to Debt secured
by:




     (i) mortgages on property, shares of stock or indebtedness of any corporation or
other legal entity existing at the time such corporation or other legal entity becomes a
Restricted Subsidiary;




     (ii) mortgages on property or shares of stock existing at the time of acquisition
thereof or to secure the payment of all or any part of the purchase price thereof or to
secure any Debt incurred prior to, at the time of, or within twelve months after, in the
case of shares of stock, the acquisition of such shares and, in the case of property, the
later of the acquisition, the completion of construction (including any improvements on an
existing property) or the commencement of commercial operation of such property, which
Debt is incurred for the purpose of financing all or any part of the purchase price
thereof;




     (iii) mortgages which secure Debt owing to the Issuer or to any of its Restricted
Subsidiaries by any Restricted Subsidiary or the Issuer;




     (iv) mortgages existing at the date of issue of a series of Notes;



19









 






     (v) mortgages on any Principal Property to secure Debt incurred to finance all or
part of the cost of the improvement, construction, alteration or repair of any building,
equipment or facilities or of any other improvements on, all or any part of such Principal
Property, if such Debt is incurred prior to, during, or within twelve months after
completion of, such improvement, construction, alteration or repair;




     (vi) mortgages on property owned or held by any corporation or other legal entity or
on shares of stock or indebtedness of any corporation or other legal entity, in either
case existing at the time such corporation or other legal entity is merged into or
consolidated or amalgamated with either the Issuer or a Restricted Subsidiary or at the
time of a sale or conveyance of the property of a corporation or other legal entity as an
entirety or substantially as an entirety to the Issuer or a Restricted Subsidiary;




     (vii) mortgages arising by operation of law;




     (viii) rights of financial institutions to offset credit balances in connection with
the operation of cash management programs established for the benefit of the Issuer and/or
any Restricted Subsidiary;




     (ix) mortgages incurred or deposits made in the ordinary course of business,
including, but not limited to, (a) any mechanics’, materialmen’s, carriers’, workmen’s,
vendors’ or other like mortgages, (b) any mortgages securing amounts in connection with
workers’ compensation, unemployment insurance and other types of social security, (c) any
easements, rights-of-way, restrictions, licenses, title defects, rights of others for
rights-of-way, utilities, sewers, electrical lines, telephone lines, telegraph wires,
restrictions, encroachments and other similar charges and (d) liens arising out of
conditional sale, title, retention, consignment or similar arrangements for the sale of
goods;




     (x) mortgages incurred or deposits made securing the performance of tenders, bids,
leases, statutory obligations, surety and appeal bonds, government contracts, performance
and return-of-money bonds and other obligations of like nature incurred in the ordinary
course of business;




     (xi) mortgages in favor of the Trustee;




     (xii) mortgages securing taxes or assessments or other applicable governmental
charges or levies;



20









 






     (xiii) any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any mortgage permitted under the foregoing clauses
(i) to (xii), or of any Debt secured thereby; provided that the principal amount of Debt
secured thereby shall not exceed the principal amount of Debt so secured at the time of
such extension, renewal or replacement, and that such extension, renewal or replacement
mortgage shall be limited to all or any part of the same property or shares of stock that
secured the mortgage extended, renewed or replaced (plus improvements on such property),
or property received or shares of stock issued in substitution or exchange therefor;




     (xiv) mortgages in favor of the Issuer or any Subsidiary of the Issuer; and




     (xv) any mortgage in respect of any interest, currency, commodity or other hedging
arrangement entered into with one or more financial institutions in the ordinary course of
business that is designed to protect the Issuer or any of its Subsidiaries against
fluctuation in interest rates, currency exchange rates or commodity prices relating to
then existing financial obligations and not for purposes of speculation.



     The following types of transactions shall not be deemed to create Debt secured by a mortgage
within the meaning of those terms as defined above:




     (i) mortgages on property of the Issuer or any of its Restricted Subsidiaries in
favor of the United States or any State thereof, or the Republic of Finland, or any other
country, or any political subdivision of any of the foregoing, or any department, agency
or instrumentality of any of the foregoing, to secure partial, progress, advance or other
payments pursuant to the provisions of any contract or statute including, without
limitation, mortgages to secure Debt of the pollution control or industrial revenue bond
type, or to secure any indebtedness incurred for the purpose of financing all or any part
of the purchase price or cost of construction of the property subject to such mortgages.



     (b) Notwithstanding the provisions of clause (a) of this Section 5.04, the Issuer or any of
its Restricted Subsidiaries may incur, assume or guarantee Debt secured by a mortgage or mortgages
which would otherwise be subject to the foregoing restrictions in an aggregate amount which,
together with all other such Debt of the Issuer and its Restricted Subsidiaries and their
Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time (other than
Attributable Debt in respect of Sale and Lease-Back Transactions permitted because the Issuer or
any Restricted Subsidiary would be entitled to incur, assume or guarantee such Debt secured by a
mortgage on the Principal Property to be leased without equally and ratably securing the Notes
pursuant to clause (a) of



21









 




this Section 5.04 and other than Sale and Lease-Back Transactions the
proceeds of which have been applied in accordance with clause (ii) of Section 5.05(a)) does not at
the time exceed 10% of Total Consolidated Assets.




     Section 5.05. Limitation on Sale and Lease-Back.



     (a) The Issuer will not itself, and it will not permit any of its Restricted Subsidiaries to,
enter into any arrangement with any Person providing for the leasing by the Issuer or such
Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to
exceed three years and except for leases between the Issuer and a Restricted Subsidiary or between
Restricted Subsidiaries) which has been or is to be sold or transferred by the Issuer or such
Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-Back Transaction”)
unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to
all such Sale and Lease-Back Transactions plus all Debt of the Issuer or any of its Restricted
Subsidiaries incurred, assumed or guaranteed and secured by a mortgage or mortgages (with the
exception of Debt secured by a mortgage or mortgages on property that the Issuer or a Restricted
Subsidiary would be entitled to incur, assume or guarantee without equally and ratably securing the
Notes pursuant to clause (a) of Section 5.04) does not exceed 10% of Total Consolidated Assets.
This Section 5.05 shall not apply to any Sale and Lease-Back Transaction if:




     (i) the Issuer or such Restricted Subsidiary would be entitled to incur, assume or
guarantee Debt secured by a mortgage or mortgages on
the Principal Property to be leased without equally and ratably securing the Notes
pursuant to clause (a) of Section 5.04 or




     (ii) the Issuer within the twelve months preceding the sale or transfer or the twelve
months following the sale or transfer, regardless of whether such sale or transfer may
have been made by the Issuer or by any of its Restricted Subsidiaries, applies, in the
case of the sale or transfer for cash, an amount equal to the net proceeds thereof and, in
the case of a sale or transfer otherwise than for cash, an amount equal to the fair value
of the Principal Property so leased at the time of entering into such arrangement (as
determined by the Board of Directors of the Issuer), (1) to the retirement (other than any
retirement of Debt owed to the Issuer or any of its Restricted Subsidiaries or any
retirement of Debt subordinated to the Notes) of indebtedness for money borrowed, incurred
or assumed by the Issuer or any Restricted Subsidiary which by its terms matures at, or is
extendible or renewable at the option of the obligor to, a date more than twelve months
after the date of incurring, assuming or guaranteeing such Debt or (2) to investment in
any Principal Property or Principal Properties.



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ARTICLE 6

Consolidation, Merger, Sale or Conveyance




     Section 6.01. Issuer May Consolidate, Etc., On Certain Terms. Nothing contained in the Base
Indenture, this First Supplemental Indenture or in any of the Notes shall prevent any amalgamation,
reconstruction, consolidation or merger of the Issuer with or into any other corporation or other
legal entity (whether or not affiliated with the Issuer), or successive amalgamations,
reconstructions, consolidations or mergers in which the Issuer or its successor or successors shall
be a party or parties, or shall prevent any sale or conveyance of the property of the Issuer as an
entirety or substantially as an entirety, to any other corporation or other legal entity (whether
or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however,
that the corporation or other legal entity formed by such amalgamation, restructuring or
consolidation, or into which the Issuer shall merge, or which shall acquire such property is
organized and validly existing under the laws of the United States, the Republic of Finland or
another jurisdiction that is a member country of the Organization for Economic Cooperation and
Development (or any successor thereto) and provided further and the Issuer hereby covenants and
agrees that, upon any such amalgamation, reconstruction, consolidation, merger, sale or conveyance,
the due and punctual performance and observance of all of the covenants and conditions of the
Indenture to be performed by the Issuer (including, if applicable, submission to jurisdiction),
shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee and the
Indenture Agent, executed and delivered to the Trustee and the Indenture Agent, by the corporation
or other legal entity formed by such amalgamation, reconstruction or consolidation, or into which
the Issuer
shall have been merged, or by the corporation or other legal entity which shall have acquired
such property.



     Section 6.02. Successor Corporation to be Substituted for Issuer. In case of any such
amalgamation, reconstruction, consolidation, merger, sale or conveyance (other than by way of a
temporary lease in the ordinary course of business) and following such an assumption by the
successor corporation, such successor corporation shall succeed to and be substituted for the
Issuer, with the same effect as if it had been named herein and the Issuer shall be relieved of all
obligations and covenants under the Indenture and the Notes. Such successor corporation thereupon
may cause to be signed, and may issue either in its own name or in the name of the Issuer, all of
the Notes issuable under the Indenture which theretofore shall not have been signed by the Issuer
and delivered to the Trustee. All the Notes so issued shall in all respects have the same legal
rank and benefit under the Indenture as the Securities theretofore and thereafter issued in
accordance with the terms of the Indenture as though all of such Notes had been issued at the date
of the execution hereof.



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     In case of any such amalgamation, reconstruction, consolidation, merger, sale or conveyance
such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to
be issued as may be appropriate.



ARTICLE 7

Defeasance




     Section 7.01. Defeasance. The provisions of Article 9 of the Base Indenture apply to the
Notes, provided that the Issuer’s option under Section 9.03(b) of the Base Indenture shall apply to
Section 5.04, Section 5.05 and Section 6.01 hereof.



ARTICLE 8

Miscellaneous




     Section 8.01. Ratification of Base Indenture; First Supplemental Indenture Controls. The
Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified
and confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in
the manner and to the extent herein and therein provided. The provisions of this First
Supplemental Indenture shall supersede the provisions of the Base Indenture to the extent the Base
Indenture is inconsistent herewith.



     Section 8.02. Governing Law. This First Supplemental Indenture and each Note shall be
governed by and construed in accordance with the laws of the State of New York, without regard to
conflicts of laws principles.



     Section 8.03. Severability. If any provision in the Base Indenture, this First Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.



     Section 8.04. Counterparts. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. Any signed copy shall be sufficient proof of this First Supplemental
Indenture.



     Section 8.05. Encryption of Confidential Information. Notwithstanding anything to the
contrary herein, all communications (both text and attachments) by or from the Indenture Agent that
the Indenture Agent in its sole discretion deems to contain confidential, proprietary or sensitive
information and sent by electronic mail will be encrypted. The recipient of the email
communication will be required to complete a one-time registration process. Information and
assistance on registering and using the email encryption technology can be found



24









 




at the Indenture
Agent’s Secure website www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866)
535-2504 (in the U.S.) or (904) 954-6181 at any time.




     Section 8.06. Delivery of Documents.



     (a) The Indenture Agent shall be entitled to rely on and shall be an addressee on any Board
Resolution, Company Request, Company Order, Officer’s Certificate, Opinion of Counsel or other
document delivered to the Trustee pursuant to the Indenture.



     (b) The Indenture Agent shall receive and shall be entitled to rely on all notifications
required to be delivered to the Trustee pursuant to the Indenture.



     Section 8.07. Information to the Indenture Agent in Relation to Supplements, Amendments,
Consents and Waivers. The Indenture Agent shall be bound by (a) any supplement or amendment to the
Indenture or this First Supplemental Indenture, a form of which it has received prior to the
execution and delivery of such supplement or amendment and (b) any consent or waiver of any
provision of the Indenture or this First Supplemental Indenture granted or furnished by the Holders
in the manner provided in the Indenture; provided, however, that notwithstanding anything to the
contrary, no such supplement, amendment, consent or waiver which (a) increases the duties or
liabilities of or adversely affects the rights or economic consequences of the Indenture Agent or
(b) affects the amount, priority or timing of payment of fees or other amounts payable to the
Indenture Agent, shall be binding or enforceable against the Indenture Agent without the Indenture
Agent’s prior written consent.”



25









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of
May 7, 2009.



	 	 	 	 	 
	 	NOKIA CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 	 	 
	 	LAW DEBENTURE TRUST COMPANY OF NEW YORK,

     
as Trustee
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 	 	 
	 	CITIBANK, N.A.

     
as Indenture Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





EXHIBIT A




[FACE OF GLOBAL NOTE]



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.




NOKIA CORPORATION




[•]% Notes due [20 •]




	 	 	 	 	 
	 

	 	No. [001]
	 	$[• ]






CUSIP No. [•]

ISIN No. [• ]




     NOKIA CORPORATION, a company organized under the laws of the Republic of Finland (herein
called the “Issuer”, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [• ] Dollars on [date] and to pay interest thereon from [date] or from the
most recent Interest Payment Date (as defined below) to which interest has been paid or duly
provided for, semi-annually in arrears on [date] and [date] in each year, commencing [date] (each,
an “Interest Payment Date”), at the rate of [• ]% per annum, until the principal hereof is
paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Security is registered at the close of business on the Regular Record Date for such
interest which shall be the 15th calendar day preceding such Interest Payment Date
(whether or not such day is a Business Day), as the case may be. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to such Holder and on such
Interest Payment Date may either be paid to the Person in whose name this Security is registered at
the close of business on a subsequent record date for the payment of such defaulted interest to be
fixed by the Indenture Agent (which shall not be less than five Business Days prior to the date of
payment of such defaulted interest), notice whereof shall be given to Holders of Securities of this
series not less than 15 days prior to such subsequent record date.



     Payment of the principal of, and interest, if any, on this Security will be made at the office
or agency of the Issuer maintained for that purpose in New York City, in such coin or



A-1









 




currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts.




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



     Unless the certificate of authentication hereon has been executed by the Authentication Agent
by manual signature of an authorized signatory, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in
facsimile.



Dated: [date]




	 	 	 	 	 
	 	NOKIA CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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



Dated: [date]




	 	 	 	 	 
	 	CITIBANK, N.A.

     
As Authentication Agent

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



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[FORM OF REVERSE OF GLOBAL NOTE]





     This Security is one of a duly authorized issue of securities of the Issuer (herein called the
“Securities”), issued and to be issued in one or more series under a Base Indenture, dated as of
[date] (herein called the “Base Indenture” which term shall have the meaning assigned to it in such
instrument), among the Issuer and Law Debenture Trust Company of New York, as Trustee (herein
called the “Trustee”, which term includes any other successor trustee under the Base Indenture) and
reference is hereby made to the Base Indenture and to the Supplemental Indenture, dated as of
[date] (herein called the “Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”) among the Issuer, the Trustee and Citibank, N.A., as Indenture Agent (the “Indenture
Agent”) executed pursuant to Section 2.03 of the Base Indenture with respect to this security for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Issuer, the Trustee, the Indenture Agent and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, initially limited in aggregate principal amount to
U.S.$[• ].



     The Securities of this series are subject to redemption, as a whole or in part, at any time
and from time to time, at the election of the Issuer, upon not less than 30 nor more than 60 days’
notice, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the
Securities to be redeemed, and (ii) as determined by the Quotation Agent (as defined below), the
sum of the present values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as of the date of redemption)
discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus [• ] basis points plus, in each of cases (i)
and (ii) above, accrued interest thereon to the date of redemption.



     If as the result of any change in or any amendment to the laws or any regulations or rulings
thereunder of the government of any jurisdiction in which the Issuer is resident for tax purposes
or through which the Issuer makes payment on the Securities (the “Taxing Jurisdiction”) or of any
political subdivision or taxing authority thereof or therein affecting taxation, or any change in
the official application or interpretation of such laws, regulations or rulings, which change or
amendment becomes effective (or in the case of a change in the official application or
interpretation is announced) on or after the date hereof, it is determined by the Issuer that the
Issuer would be required to make additional payments in respect of principal and interest on the
next succeeding date for the payment thereof pursuant to Section 5.03 of the Supplemental Indenture
and the payment of such additional amounts cannot be avoided by the use of any reasonable measures
available to the Issuer, the Issuer may, at its option, redeem the Securities in whole at any time
at a redemption price equal to 100 per cent of the principal amount thereof plus accrued interest
to the date fixed for redemption and any additional amounts. Prior to any redemption of the
Securities pursuant to Section 3.03(a) of the Supplemental Indenture, the Issuer shall provide the
Trustee and the Indenture Agent with an Opinion of Counsel that the conditions precedent to the
right of the Issuer to redeem such Securities pursuant to Section 3.03(a) of the Supplemental
Indenture have occurred. Such Opinion of Counsel shall be based on the laws in effect on the date
of such opinion or to become effective on or before the next succeeding date for payment of
principal or interest.



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     If (1) there has been an amalgamation, reconstruction, consolidation, merger or other
transaction concerning the Issuer permitted by Section 6.01 of the Supplemental Indenture and (2)
as the result of any change in or any amendment to the laws or any regulations or rulings
thereunder of the jurisdiction in which a successor Issuer is resident for tax purposes or of any
political subdivision or taxing authority thereof or therein affecting taxation, or any change in
the official application or interpretation of such laws, regulations or rulings, which change or
amendment becomes effective (or in the case of a change in the official application or
interpretation is announced) on or after the date of the assumption by the successor Issuer of the
Issuer’s obligations, it is determined by the successor Issuer that the successor Issuer would be
required to make additional payments in respect of principal or interest, if any, on the next
succeeding date for payment thereof pursuant to an agreement made by such successor Issuer in a
supplemental indenture in accordance with Section 6.01 of the Supplemental Indenture and the
payment of such additional amounts cannot be avoided by the use of any reasonable measures
available to the successor Issuer, the successor Issuer may, at its option, upon not less than 30
nor more than 60 days’ notice, redeem the Securities in whole at any time at a redemption price
equal to 100 per cent of the principal amount thereof plus accrued interest to the date fixed for
redemption and additional amounts. Prior to any redemption of the Securities pursuant to Section
3.03(b) of the Supplemental Indenture, the successor Issuer shall provide the Trustee with an
Opinion of Counsel that the conditions precedent to the right of the successor Issuer to redeem the
Securities pursuant to Section 3.03(b) of the Supplemental Indenture have occurred. Such Opinion
of Counsel shall be based on the laws in effect on the date of such opinion or to become effective
on or before the next succeeding date for payment of principal or interest.



     Notice of redemption will be given by mail by the Issuer to Holders of Securities, not less
than 30 nor more than 60 days prior to the date fixed for redemption, all as provided in the
Indenture. Any redemption notice pursuant to Section 3.03(a) or 3.03(b) of the Supplemental
Indenture shall be given not earlier than 60 days before the first date on which the Issuer or any
successor Issuer, as the case may be, would be obligated to pay additional amounts pursuant to
Section 5.03 of the Supplemental Indenture or any supplemental indenture.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness on
this Security upon compliance by the Issuer with certain conditions set forth thereon, which
provisions apply to this Security.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     If any deduction or withholding for any present or future taxes, levies, duties, assessments,
imposts or other governmental charges of whatever nature imposed, assessed, levied or collected by
or for the account of the Taxing Jurisdiction or any political subdivision or taxing authority
thereof or therein shall at any time be required by the Taxing Jurisdiction or any such political
subdivision or taxing authority in respect of any amounts to be paid by the Issuer



A-5









 




under the
Securities, the Issuer will pay to the Holder of this Security, such additional amounts in respect
of principal and interest as may be necessary in order that the net amounts paid to such Holder of
such Security, the Trustee or the Indenture Agent, as the case may be, pursuant to the Securities
and the Indenture, after such
deduction or withholding shall equal the respective amounts of principal and interest that
such Holders, the Trustee or the Indenture Agent would have received had no such withholding or
deduction been required; provided, however, that the Issuer shall not be required
to make any payment of additional amounts for or on account of:





(1) any present or future tax, levy, impost or other governmental charge which would
not have been so imposed, assessed, levied or collected but for the fact that the
Holder of the relevant Security (or a fiduciary, settlor, beneficiary, member or
shareholder of such Holder, if such Holder is an estate, trust, partnership or
corporation) is or has been a domiciliary, national or resident of, or engaging or
having been engaged in a trade or business or maintaining or having maintained a
permanent establishment or being or having been physically present in, such
jurisdiction or such political subdivision or taxing authority thereof or therein or
otherwise having or having had some connection with such jurisdiction or such
political subdivision or taxing authority thereof or therein other than the holding
or ownership of a Security, or the collection of principal of, and interest on, or
the enforcement of, a Security;




(2) any present or future tax, levy, impost or other governmental charge which would
not have been so imposed, assessed, levied or collected but for the fact that, where
presentation is required, the relevant Security was presented more than thirty days
after the date on which such payment became due or was provided for, whichever is
later;




(3) any estate, inheritance, gift, sales, transfer, excise, personal property or
similar tax, levy, impost or other governmental charge;




(4) any present or future tax, levy, impost or other governmental charge which is
payable otherwise than by deduction or withholding from payments on or in respect of
the relevant Security;




(5) any present or future tax, levy, impost or other governmental charge which would
not have been so imposed, assessed, levied or collected but for the failure of the
Holder or beneficial owner following a written request from the Issuer to comply
with any certification, identification or other reporting requirements concerning
the nationality, residence, identity or connection with such jurisdiction or any
political subdivision or taxing authority thereof or therein of the Holder or
beneficial owner of the relevant Security, if compliance is required by statute,
regulation or administrative practice of such jurisdiction or such political
subdivision or taxing authority thereof or therein as a condition to relief or
exemption from such tax, levy, impost or other governmental charge;




(6) any present or future tax, levy, impost or other governmental charge is imposed
on a payment to an individual and is required to be made pursuant to



A-6









 






European
Council Directive 2003/48/EC or any other European Union Directive implementing the
conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of
savings or any law implementing or complying with, or introduced in order to conform
to, such Directive;




(7) any present or future tax, levy, impost or other governmental charge which a
Holder would have been able to avoid by presenting the relevant Security to another
paying agent in a Member State of the European Union;




(8) any present or future tax, levy, impost or other governmental charge imposed,
assessed, levied or collected in respect of a payment under or with respect to a
Security to any Holder of the relevant Security that is a fiduciary, partnership or
a person other than the sole beneficial owner of such payment or Security to the
extent that the beneficiary or settlor with respect to the fiduciary, member of that
partnership or beneficial owner would not have been entitled to the additional
amounts or would not have been subject to such tax, levy, impost or charge, had that
beneficiary, settlor, member or beneficial owner been the actual Holder of such
Security; or




(9) any combination of items (1) through (8) above.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Issuer and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principle amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



     As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of
any series shall have any right by virtue or by availing of any provision of the Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under
or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator,
custodian or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and
shall have offered to the Trustee such indemnity reasonably satisfactory to the Trustee as it may
require against the costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for 60 days after its receipt of such notice, request and offer of indemnity



A-7









 




shall have
failed to institute any such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 4.09 of the Indenture; it being
understood and intended, and being expressly covenanted by the taker and Holder of every Security
with every other taker and Holder and the Trustee, that no one or more Holders of Securities shall
have any right in any manner whatever by virtue or by availing of any provision of the Indenture to
affect, disturb or prejudice the rights of any other such Holder of Securities, or to obtain or
seek to obtain priority over or preference to any other such Holder or to enforce any right under
the Indenture, except in the manner provided in the
Indenture and for the equal, ratable and common benefit of all Holders of Securities of the
applicable series.




     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, and interest, if any, on this Security at the time, place and rate, and in the coin
or currency, herein prescribed or to convert this Security as provided in the Indenture.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.



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



     Prior to due presentation of this Security for registration of transfer, the Issuer, the
Trustee, the Indenture Agent and any agent of the Issuer or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes, whether or not this
Security be overdue, and none of the Issuer, the Trustee, the Indenture Agent or any such agent
shall be affected by notice to the contrary.



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



     Unless otherwise defined herein, all terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision
of this Security conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.



A-8









 





SCHEDULE OF PRINCIPAL AMOUNT




     The initial principal amount of this Security shall be $[• ]. The following
decreases/increases in the principal amount of this Security have been made:



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Total Principal	 	 
	 
	 	Decrease in
	 	Increase in
	 	Amount
	 	Notation Made
	Date of
	 	Principal
	 	Principal
	 	Following such
	 	by or on Behalf
	Decrease/Increase
	 	Amount
	 	Amount
	 	Decrease/Increase
	 	of Trustee
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 





A-9









 






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]



 




 



[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]



 




the within [Note] and all rights thereunder, hereby irrevocably constituting
and appointing



 




attorney to transfer such [Note] on the books of the Issuer, with full power of
substitution in the premises.




	 	 	 	 	 
	 

	 	 	 	Signature:
	Dated:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within [Note] in every
particular without alteration or enlargement or any change
whatsoever.







A-10