FORM OF INDENTURE


  Exhibit 4.1
 
 BHP Billiton Finance (USA) Limited, (ABN 49 057
525 505)  Issuer
  BHP Billiton Limited (ABN 49 004 028 077)
  Guarantor
  BHP Billiton Plc,
  Guarantor
  TO
  Citibank N.A.
  Trustee
 
  Indenture
  Dated as of [*], 2003
 
  Guaranteed Debt Securities
 






   BHP Billiton Finance (USA) Limited,
 BHP Billiton Limited,
 BHP Billiton Plc
  Certain Sections of this Indenture relating to Sections 310 through 318,
 inclusive, of the Trust Indenture Act of 1939:

	  Trust Indenture Act 
 Section
 	   
 	  Indenture Section
 
	 
 	   
 	 
 
	 §  310
 	  (a)(1)
 	  
 	  609
 
	  
 	  (a)(2)
 	  
 	  609
 
	  
 	  (a)(3)
 	  
 	  Not Applicable
 
	  
 	  (a)(4)
 	  
 	  Not Applicable
 
	  
 	  (b)
 	  
 	  608
 
	  
 	  
 	  
 	  610
 
	  §  311
 	  (a)
 	  
 	  613
 
	  
 	 (b)
 	  
 	  613
 
	  §  312
 	  (a)
 	  
 	  701
 
	  
 	  
 	  
 	  702
 
	  
 	  (b)
 	  
 	  702
 
	  
 	  (c)
 	  
 	  702
 
	  §  313
 	  (a)
 	  
 	  703
 
	  
 	  (b)
 	  
 	  703
 
	  
 	  (c)
 	  
 	  703
 
	  
 	 (d)
 	  
 	  703
 
	  §  314
 	  (a)
 	  
 	  704
 
	  
 	  (a)(4)
 	  
 	  101
 
	  
 	  
 	  
 	  1005
 
	  
 	  (b)
 	  
 	  Not Applicable
 
	  
 	  (c)(1)
 	  
 	  102
 
	  
 	  (c)(2)
 	  
 	  102
 
	  
 	  (c)(3)
 	  
 	  Not Applicable
 
	  
 	 (d)
 	  
 	  Not Applicable
 
	  
 	  (e)
 	  
 	  102
 
	  §  315
 	  (a)
 	  
 	  601
 
	  
 	  (b)
 	  
 	  602
 
	  
 	  (c)
 	  
 	  601
 
	  
 	  (d)
 	  
 	  601
 
	  
 	  (e)
 	  
 	  514
 
	  §  316
 	  (a)
 	  
 	  101
 
	  
 	 (a)(1)(A)
 	  
 	  502
 
	  
 	  
 	  
 	  512
 
	  
 	  (a)(1)(B)
 	  
 	  513
 
	  
 	  (a)(2)
 	  
 	  Not Applicable
 
	  
 	  (b)
 	  
 	  508
 
	  
 	  (c)
 	  
 	  104
 
	  §  317
 	  (a)(1)
 	  
 	  503
 
	  
 	  (a)(2)
 	  
 	  504
 
	  
 	 (b)
 	  
 	  1003
 
	  §  318
 	  (a)
 	  
 	  107
 
	  
 	  
 	  
 	  
 

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






   TABLE OF CONTENTS

	   
 	   
 	  Page
 
	   
 	   
 	 
 
	  
Recitals of the Company
 	  1
 
	  
 	  
 
	 
Recitals of the Guarantors
 	  1
 
	  
 	  
 
	  
ARTICLE ONE
 	  
 
	  
 	  
 	  
 
	  
 	  
Definitions and Other Provisions of General Application
 	  1
 
	  
 	  
 
	  Section 101.
 	  
Definitions.
 	  1
 
	  
 	  
 	  
Act
 	  2
 
	  
 	  
 	  
Additional Amounts
 	  2
 
	  
 	  
 	 
Affiliate
 	  2
 
	  
 	  
 	  
Authenticating Agent
 	  2
 
	  
 	  
 	  
BHP Billiton Group
 	  2
 
	  
 	  
 	  
Board of Directors
 	  2
 
	  
 	  
 	  
Board Resolution
 	  2
 
	  
 	  
 	  
Business Day
 	  3
 
	  
 	  
 	  
Commission
 	  3
 
	  
 	  
 	 
Commodity Hedging Agreement
 	  3
 
	  
 	  
 	  
Company
 	  3
 
	  
 	  
 	  
Company Request or Company Order
 	  3
 
	  
 	  
 	  
Corporate Trust Office
 	  3
 
	  
 	  
 	  
Corporation
 	  3
 
	  
 	  
 	  
Covenant Defeasance
 	  3
 
	  
 	  
 	 
Currency Agreement
 	  3
 
	  
 	  
 	  
Defaulted Interest
 	  3
 
	  
 	  
 	  
Defeasance
 	  3
 
	  
 	  
 	  
Depositary
 	  3
 
	  
 	  
 	  
Event of Default
 	  4
 
	  
 	  
 	  
Exchange Act
 	  4
 
	  
 	  
 	  
Expiration Date
 	  4
 
	  
 	  
 	 
Global Security
 	  4
 
	  
 	  
 	  
Guarantees
 	  4
 
	  
 	  
 	  
Guarantor
 	  4
 
	  
 	  
 	  
Holder
 	  4
 
	  
 	  
 	  
Indenture
 	  4
 
	  
 	  
 	  
Interest
 	  4
 
	  
 	  
 	  
Interest Rate Agreement
 	  4
 
	  
 	  
 	 
Interest Payment Date
 	  4
 
	  
 	  
 	  
Investment Company Act
 	  4
 
	  
 	  
 	  
Joint Venture
 	  4
 
	  
 	  
 	  
Lien
 	  5
 
	  
 	  
 	  
Maturity
 	  5
 
	  
 	  
 	  
Net Tangible Assets
 	  5
 
						

 (i)







	  
 	  
 	  
Notice of Default
 	  5
 
	  
 	  
 	  
Officer’s Certificate
 	  5
 
	  
 	  
 	  
Opinion of Counsel
 	  5
 
	  
 	  
 	  
Original Issue Discount Security
 	  5
 
	  
 	  
 	  
Outstanding
 	  5
 
	  
 	  
 	  
Paying Agent
 	  6
 
	  
 	  
 	 
Permitted Liens
 	  6
 
	  
 	  
 	  
Person
 	  9
 
	  
 	  
 	  
Place of Payment
 	  9
 
	  
 	  
 	  
Predecessor Security
 	  9
 
	  
 	  
 	  
Property
 	  9
 
	  
 	  
 	  
Redemption Date
 	  9
 
	  
 	  
 	  
Redemption Price
 	  9
 
	  
 	  
 	 
Regular Record Date
 	  9
 
	  
 	  
 	  
Responsible Officer
 	  9
 
	  
 	  
 	  
Securities
 	  9
 
	  
 	  
 	  
Securities Act
 	  9
 
	  
 	  
 	  
Security Register and Security Registrar
 	  9
 
	  
 	  
 	  
Special Record Date
 	  10
 
	  
 	  
 	  
Stated Maturity
 	  10
 
	  
 	  
 	 
Subsidiary
 	  10
 
	  
 	  
 	  
Trust Indenture Act
 	  10
 
	  
 	  
 	  
Trustee
 	  10
 
	  
 	  
 	  
United States Person
 	  10
 
	  
 	  
 	  
U.S. Government Obligation
 	  10
 
	  
 	  
 	  
Vice President
 	  10
 
	  Section 102.
 	  
Compliance Certificates and Opinions.
 	  10
 
	 Section 103.
 	  
Form of Documents Delivered to Trustee.
 	  11
 
	  Section 104.
 	  
Acts of Holders; Record Dates.
 	  11
 
	  Section 105.
 	  
Notices, Etc., to Trustee, Company and Guarantors.
 	  13
 
	  Section 106.
 	  
Notice to Holders; Waiver.
 	  14
 
	  Section 107.
 	  
Language of Notices, Etc.
 	  14
 
	  Section 108.
 	  
Conflict with Trust Indenture Act.
 	  14
 
	 Section 109.
 	  
Effect of Headings and Table of Contents.
 	  15
 
	  Section 110.
 	  
Successors and Assigns.
 	  15
 
	  Section 111.
 	  
Separability Clause.
 	  15
 
	  Section 112.
 	  
Benefits of Indenture.
 	  15
 
	  Section 113.
 	  
Governing Law.
 	  15
 
	  Section 114.
 	  
Saturdays, Sundays and Legal Holidays.
 	  15
 
	  Section 115.
 	  
Appointment of Agent for Service.
 	  15
 
	  
 	  
 	  
 
	 
ARTICLE TWO
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Security Forms
 	  16
 
	  
 	  
 	  
 
	  Section 201.
 	  
Forms Generally.
 	  16
 
	  Section 202.
 	  
Form of Face of Security.
 	  17
 
	  Section 203.
 	  
Form of Reverse of Security.
 	  19
 
	 Section 204.
 	  
Form of Legend for Global Securities.
 	  23
 
	  Section 205.
 	  
Guarantee by Guarantors; Form of Guarantee.
 	  24
 
	  Section 206.
 	  
Form of Trustee’s Certificate of Authentication.
 	  29
 
					

  (ii)







	  
ARTICLE THREE
 	  
 
	  
 	  
 
	  
 	  
The Securities
 	  29
 
	  
 	  
 	  
 
	 Section 301.
 	  
Amount Unlimited; Issuable in Series.
 	  29
 
	  Section 302.
 	  
Denominations.
 	  32
 
	  Section 303.
 	  
Execution, Authentication, Delivery and Dating.
 	  32
 
	  Section 304.
 	  
Temporary Securities.
 	  33
 
	  Section 305.
 	  
Registration, Registration of Transfer and Exchange.
 	  34
 
	  Section 306.
 	  
Mutilated, Destroyed, Lost and Stolen Securities.
 	  35
 
	  Section 307.
 	  
Payment of Interest; Interest Rights Preserved.
 	  36
 
	 Section 308.
 	  
Persons Deemed Owners.
 	  37
 
	  Section 309.
 	  
Cancellation.
 	  38
 
	  Section 310.
 	  
Computation of Interest.
 	  38
 
	  
 	  
 	  
 
	  
ARTICLE FOUR
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Satisfaction and Discharge
 	  38
 
	  
 	  
 	  
 
	 Section 401.
 	  
Satisfaction and Discharge of Indenture.
 	  38
 
	  Section 402.
 	  
Application of Trust Money.
 	  39
 
	  
 	  
 	  
 
	  
ARTICLE FIVE
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Remedies
 	  39
 
	  
 	  
 	  
 
	  Section 501.
 	  
Events of Default.
 	  39
 
	 Section 502.
 	  
Acceleration of Maturity; Rescission and Annulment.
 	  41
 
	  Section 503.
 	  
Collection of Indebtedness and Suits for Enforcement by Trustee.
 	  42
 
	  Section 504.
 	  
Trustee May File Proofs of Claim.
 	  43
 
	  Section 505.
 	  
Trustee May Enforce Claims Without Possession of Securities.
 	  44
 
	  Section 506.
 	  
Application of Money Collected.
 	  44
 
	  Section 507.
 	  
Limitation on Suits.
 	  44
 
	 Section 508.
 	  
Unconditional Right of Holders to Receive Principal, Premium and Interest.
 	  45
 
	  Section 509.
 	  
Restoration of Rights and Remedies.
 	  45
 
	  Section 510.
 	  
Rights and Remedies Cumulative.
 	  45
 
	  Section 511.
 	  
Delay or Omission Not Waiver.
 	  45
 
	  Section 512.
 	  
Control by Holders.
 	  46
 
	  Section 513.
 	  
Waiver of Past Defaults.
 	  46
 
	  Section 514.
 	  
Undertaking for Costs.
 	  46
 
	 Section 515.
 	  
Waiver of Usury, Stay or Extension Laws.
 	  47
 
	  
 	  
 	  
 
	  
ARTICLE SIX
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
The Trustee
 	  47
 
	  
 	  
 	  
 
	  Section 601.
 	  
Certain Duties and Responsibilities.
 	  47
 
	  Section 602.
 	  
Notice of Defaults.
 	  47
 
	 Section 603.
 	  
Certain Rights of Trustee.
 	  47
 
	  Section 604.
 	  
Not Responsible for Recitals or Issuance of Securities.
 	  49
 
	  Section 605.
 	  
May Hold Securities.
 	  49
 
	  Section 606.
 	  
Money Held in Trust.
 	  49
 
	  Section 607.
 	  
Compensation and Reimbursement.
 	  49
 
				

  (iii)







	  Section 608.
 	  
Conflicting Interests.
 	  50
 
	 Section 609.
 	  
Corporate Trustee Required; Eligibility.
 	  50
 
	  Section 610.
 	  
Resignation and Removal; Appointment of Successor.
 	  50
 
	  Section 611.
 	  
Acceptance of Appointment by Successor.
 	  51
 
	  Section 612.
 	  
Merger, Conversion, Consolidation or Succession to Business.
 	  52
 
	  Section 613.
 	  
Preferential Collection of Claims Against Company or Guarantors.
 	  53
 
	  Section 614.
 	  
Appointment of Authenticating Agent.
 	  53
 
	  
 	  
 	  
 
	 
ARTICLE SEVEN
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Holders’ Lists and Reports by Trustee, Company and Guarantors
 	  54
 
	  
 	  
 	  
 
	  Section 701.
 	  
Company and the Guarantors to Furnish Trustee Names and Addresses of Holders.
 	  54
 
	  Section 702.
 	  
Preservation of Information; Communications to Holders.
 	  55
 
	  Section 703.
 	  
Reports by Trustee.
 	  55
 
	 Section 704.
 	  
Reports by Company and Guarantors.
 	  56
 
	  
 	  
 	  
 
	  
ARTICLE EIGHT
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Consolidation, Merger, Conveyance, Transfer or Lease
 	  56
 
	  
 	  
 	  
 
	  Section 801.
 	  
Company or Guarantors May Consolidate, Etc., Only on Certain Terms.
 	  56
 
	  Section 802.
 	  
Successor Substituted.
 	  57
 
	 Section 803.
 	  
Assumption by a Guarantor or Subsidiary of Company’s Obligations.
 	  57
 
	  
 	  
 	  
 
	  
ARTICLE NINE
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Supplemental Indentures
 	  60
 
	  
 	  
 	  
 
	  Section 901.
 	  
Supplemental Indentures Without Consent of Holders.
 	  60
 
	  Section 902.
 	  
Supplemental Indentures With Consent of Holders.
 	  61
 
	 Section 903.
 	  
Execution of Supplemental Indentures.
 	  62
 
	  Section 904.
 	  
Effect of Supplemental Indentures.
 	  62
 
	  Section 905.
 	  
Conformity with Trust Indenture Act.
 	  62
 
	  Section 906.
 	  
Reference in Securities to Supplemental Indentures.
 	  62
 
	  
 	  
 	  
 
	  
ARTICLE TEN
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Covenants
 	  63
 
	  
 	  
 	  
 
	 Section 1001.
 	  
Payment of Principal, Premium and Interest.
 	  63
 
	  Section 1002.
 	  
Maintenance of Office or Agency.
 	  63
 
	  Section 1003.
 	  
Money for Securities Payments to Be Held in Trust.
 	  63
 
	  Section 1004.
 	  
Additional Amounts.
 	  64
 
	  Section 1005.
 	  
Statement by Officers as to Default.
 	  67
 
	  Section 1006.
 	  
Existence.
 	  67
 
	 Section 1007.
 	  
Payment of Taxes and Other Claims.
 	  67
 
	  Section 1008.
 	  
Limitations on Liens.
 	  68
 
	  Section 1009.
 	  
Limitation on Sales and Leasebacks.
 	  67
 
	  Section 1010.
 	  
Waiver of Certain Covenants.
 	  68
 
				

  (iv)







	  
ARTICLE ELEVEN
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  
Redemption of Securities
 	  69
 
	  
 	  
 	  
 
	 Section 1101.
 	  
Applicability of Article.
 	  69
 
	  Section 1102.
 	  
Election to Redeem; Notice to Trustee.
 	  69
 
	  Section 1103.
 	  
Selection by Trustee of Securities to Be Redeemed.
 	  69
 
	  Section 1104.
 	  
Notice of Redemption.
 	  70
 
	  Section 1105.
 	  
Deposit of Redemption Price.
 	  70
 
	  Section 1106.
 	  
Securities Payable on Redemption Date.
 	  71
 
	 Section 1107.
 	  
Securities Redeemed in Part.
 	  71
 
	  Section 1108.
 	  
Optional Redemption Due to Changes in Tax Treatment.
 	  72
 
	  
 	  
 	  
 
	  
ARTICLE TWELVE
 	  
 
	  
 	  
 
	  
 	  
Sinking Funds
 	  73
 
	  
 	  
 	  
 
	  Section 1201.
 	  
Applicability of Article.
 	  73
 
	  Section 1202.
 	  
Satisfaction of Sinking Fund Payments with Securities.
 	  73
 
	 Section 1203.
 	  
Redemption of Securities for Sinking Fund.
 	  73
 
	  
 	  
 	  
 
	  
ARTICLE THIRTEEN
 	  
 
	  
 	  
 	  
 
	  
 	  
Defeasance and Covenant Defeasance
 	  74
 
	  
 	  
 	  
 
	  Section 1301.
 	  
Option of Company or Guarantors to Effect Defeasance or Covenant Defeasance.
 	  74
 
	  Section 1302.
 	  
Defeasance and Discharge.
 	  74
 
	 Section 1303.
 	  
Covenant Defeasance.
 	  74
 
	  Section 1304.
 	  
Conditions to Defeasance or Covenant Defeasance.
 	  75
 
	  Section 1305.
 	  
Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.
 	  77
 
	  Section 1306.
 	  
Reinstatement.
 	  77
 
				

  (v)






             INDENTURE, dated as of [*], 2003, among BHP Billiton Finance (USA) Limited (ABN 49 057 525 505), a corporation duly
organized and existing under the laws of the Commonwealth of Australia, having its principal office at 600 Bourke Street, Melbourne, Victoria 3000, Australia, (herein called the “Company”); BHP Billiton Plc, a public limited company duly
incorporated and existing under the laws of England, having its registered office at 1-3 Strand, London WC2N 5HA, England and BHP Billiton Limited (ABN 49 004 028 077), a corporation duly organized and existing under the laws of the
Commonwealth of Australia, having its principal office at 600 Bourke Street, Melbourne, Victoria 3000, Australia (each being referred to herein as a “Guarantor” and together as the “Guarantors”); and Citibank N.A., a national
banking association organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
 
RECITALS OF THE COMPANY
            The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture
provided.
            All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been
done.
 
 RECITALS OF THE GUARANTORS
            The Guarantors desire to make the guarantees
provided for herein.
            All things necessary to make this Indenture a valid agreement of the Guarantors, in accordance with its terms, have
been done.
            Now, Therefore, This Indenture Witnesseth:
            For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of
all Holders of the Securities or of series thereof, as follows:
 
 ARTICLE ONE
 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
Section 101.
 	     Definitions.
 

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

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

  -1-







	  
 	       (2)     all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein;
       (3)     all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted in the United Kingdom with respect to the BHP Billiton Group and BHP Billiton Plc and in Australia with respect to BHP Billiton Limited and BHP Billiton Finance (USA) Limited
at the date of such computation and as applied by the BHP Billiton Group, BHP Billiton Plc, BHP Billiton Limited and BHP Billiton Finance (USA) Limited, respectively;
       (4)     unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of
this Indenture; and
       (5)     the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.
 
	  
 
	  
 
	  
 
	  
 
	  
 
	  
 

           
“Act”, when used with respect to any Holder, has the meaning specified in Section 104.
            
“Additional Amounts” has the meaning specified in Section 1004.
            
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
            
“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.
            
“BHP Billiton Group” means the group comprising BHP Billiton Plc (or its successors) and its Subsidiaries from time to time, BHP Billiton Limited (or its successors) and its Subsidiaries from time to time.

           
“Board of Directors”, when used with reference to the Company or any Guarantor, means either the board of directors of the Company or either Guarantor, as the case may be, or any duly authorized committee of such
board.
           
“Board Resolution”, when used with reference to the Company or any Guarantor, means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or, in the case of a Guarantor, by any
Director or the Secretary or an Assistant Secretary of such Guarantor to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.
  -2-






             
“Business Day”, when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment or in New York City or in London are authorized or obligated by law or executive order to close.
            
“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.
            
“Commodity Hedging Agreement” means any commodity derivative, exchange, swap agreement or other similar agreement or arrangement designed to protect the Guarantors or any of their Subsidiaries against fluctuations in
commodity prices.
            
“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company” shall mean such successor Person.
           
“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Deputy Chairman of the Board, its Chief Executive Officer or a Vice
President, or by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary (or an attorney in fact of one of those persons) or any individual delegated by any of the foregoing, or in the case of a Guarantor, in the name of that
Guarantor by any Director, Secretary or Finance Director of such Guarantor or any individual delegated by any of the foregoing, each delivered to the Trustee.
            
“Corporate Trust Office” means the principal office of the Trustee in the Borough of Manhattan, New York City, New York, at which at any particular time its corporate trust business shall be administered, which
office at the date of initial execution of this Indenture is located at 5 Carmelite Street, London, EC 4Y0PA.
            
“Corporation” means a corporation, association, company, joint-stock company or business trust.
            
“Covenant Defeasance” has the meaning specified in Section 1303.
            
“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect any Guarantor or any of its Subsidiaries against fluctuations in
currency values.
            
“Defaulted Interest” has the meaning specified in Section 307.
            
“Defeasance” has the meaning specified in Section 1302.
           
“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.
  -3-






             
“Event of Default” has the meaning specified in Section 501.
            
“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.
            
“Expiration Date” has the meaning specified in Section 104.
            
“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301
for such Securities).
            
“Guarantees” means any of the joint and several Guarantees of the Guarantors endorsed on any Security authenticated and delivered pursuant to this Indenture (as may be specified as contemplated by Section 301 for
such Securities) and shall include the form of Guarantee set forth in Section 205. 
            
“Guarantor” means either of the Persons named as a “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 “Guarantor” shall include such successor Person. 
           
“Holder” means a Person in whose name a Security is registered in the Security Register.
            
“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The
term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.
            
“Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.
            
“Interest Rate Agreement” means any interest rate protection agreement, interest rate future, interest rate option, interest rate swap, interest rate cap or other interest rate hedge arrangement, to or under which
any Guarantor or any of its Subsidiaries is a party or a beneficiary on the date hereof or becomes a party or a beneficiary hereafter.
            
“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.
            
“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.
            
“Joint Venture” means a partnership, corporation, joint venture or unincorporated organization or association whose business or activities substantially consist of or are related to the exploration, development,
mining and/or exploitation (including processing and marketing) of base and precious metals, other minerals, petroleum or any other materials whatsoever.
 -4-






             
“Lien” means any mortgage, pledge, security interest or lien.
            
“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.
            
“Net Tangible Assets” means all of the assets of the Guarantors and their Subsidiaries (except goodwill, trademarks, patents, trade names and all other intangible assets) less all current liabilities, all as shown in
the most recent financial statements of BHP Billiton Plc, which are the consolidated accounts of the BHP Billiton Group prepared on a consolidated basis in accordance with UK GAAP.
            
“Notice of Default” means a written notice of the kind specified in Section 501(4).
            
“Officer’s Certificate” means a certificate signed by the Chairman of the Board, a Deputy Chairman of the Board, the Chief Executive Officer or a Vice President, any Director, the Treasurer or the Secretary (or
an attorney-in-fact of one of those persons) of the Company or any individual delegated by any of the foregoing, or, in the case of a Guarantor, by any Director, the Secretary or the Treasurer of such Guarantor or any officer delegated by any of the
foregoing, in each case delivered to the Trustee.  An officer signing an Officer’s Certificate given pursuant to Section 1005 shall be the principal executive, financial or accounting officer of the Company or the applicable
Guarantor, as the case may be.
            
“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, any of the Guarantors, or other counsel acceptable to the Trustee.
           
“Original Issue Discount Security” means any Security which 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 502.
            
“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

	  
 	       (1)     Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
 
	  
 	  
 
	  
 	       (2)     Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or a Guarantor) in trust or set aside and segregated in trust by the Company or a Guarantor (if the Company or a Guarantor shall act as its own or their own Paying Agent) for the Holders of such
Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made;
 
	  
 	  
 
	  
 	       (3)     Securities as to which Defeasance has been effected pursuant to Section 1302; and
 
	  
 	  
 
	  
 	      (4)     Securities which have been paid pursuant to Section 306 or in exchange for or in 
 

  -5-







	  
 	  lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a  protected purchaser (as defined in Article 8 of the Uniform Commercial Code) in whose hands such Securities are valid obligations of the Company;



  provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof
which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign
currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the
case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company, any of the Guarantors or any other obligor upon the Securities or any Affiliate of the
Company, a Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any of the Guarantors or any other obligor upon the Securities or any Affiliate of the
Company, any of the Guarantors or of such other obligor.
           
“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company and which initially shall be the Trustee.
            
“Permitted Liens” means: 

	  
 	        (1)     Liens existing as of the date of issuance of the Securities;
 
	  
 	  
 
	  
 	        (2)     Liens for taxes, assessments, government charges or claims which are being contested in good faith by
appropriate means promptly instituted and diligently conducted and if a reserve or other appropriate provision, if any, as shall be required in conformity with Australian or United Kingdom, as the case may be, generally accepted accounting
principles shall have been made therefor;
 
	  
 	  
 
	  
 	        (3)     Liens created or deposits made to secure the performance of tenders, bids, leases, statutory obligations,
surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course 
 

  -6-







	  
 	 of business (exclusive of obligations for the payment of borrowed money);
 
	  
 	  
 
	  
 	        (4)     any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry
thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay;
 
	  
 	  
 
	  
 	        (5)     any other Liens imposed by operation of law (including where evidenced by an agreement) or imposed by a
court or tribunal;
 
	  
 	  
 
	  
 	        (6)     Liens arising in cash management arrangements, any rights of banks to net or set-off deposits against debts
owed to said bank, other normal banking transactions or in the ordinary course of business letter of credit transactions and Liens against collateral posted against obligations under exchange-traded forward sale contracts entered into in the
ordinary course of business;
 
	  
 	  
 
	  
 	        (7)     Liens on the assets of any entity existing at the time such assets are acquired by the Company or any
Guarantor, whether by merger, consolidation, purchase of assets or otherwise; provided that such Liens (x) are not created, incurred or assumed in connection with, or in contemplation of, such assets being acquired by the Company or the
Guarantor and (y) do not extend to any other Property of the Company or any Guarantor;
 
	  
 	  
 
	  
 	       (8)     Liens over or affecting any asset or project established, acquired, developed or expanded where the Lien was
created to secure the purchase price or the financing of the establishment, acquisition, development, expansion or operation of that asset or project and the principal amount secured by the Lien does not exceed the purchase price or financing,
including any costs of establishment, acquisition, development, expansion or operation;
 
	  
 	  
 
	  
 	        (9)     Liens to secure loans provided, supported or subsidized by a governmental agency, export credit agency or a
lending organization established by the United Nations, the European Union, the International Monetary Fund or other international treaty organization or created to secure pre-export financing or future flow finance arrangements provided that the
financing is entered into to mitigate against political risk, including, without limitation, remittance risk;
 
	  
 	  
 
	  
 	        (10)    any Lien securing the whole or any part of the interest of any Guarantor or the Company in any Joint Venture,
including the revenues and assets derived by any Guarantor or the Company from such Joint Venture or employed by any Guarantor or the Company in such Joint Venture, which is in favor of its co-venturers and/or the manager or operator (including any
person from the time being fulfilling any of the functions of a manger or operator) as security for the due payment of amounts payable under or in respect of such Joint Venture;
 
	  
 	  
 
	  
 	       (11)    Liens created in connection with convertible or exchangeable bonds or notes where the Lien is created over the
assets into which the convertible or exchangeable bonds or notes may be converted or exchanged and secures only the obligation of the issuer to effect the conversion or exchange of the bonds or notes into such assets;
 
	  
 	  
 
	  
 	        (12)    Liens over or affecting any goods or documents of title to goods arising in the 
 


 -7-







	  
 	  ordinary course of trade finance incurred in the ordinary course of business;
 
	  
 	  
 
	  
 	        (13)    Liens in favour of any Guarantor or any Subsidiary of any Guarantor;
 
	  
 	  
 
	  
 	        (14)    purchase money mortgages and purchase money security interests incurred in the normal and ordinary course of any
Guarantor’s business;
 
	  
 	  
 
	  
 	       (15)    Liens securing obligations under Interest Rate Agreements, Currency Agreements or Commodity Hedging
Agreements;
 
	  
 	  
 
	  
 	        (16)    Liens arising in the discounting of receivables, to the extent that the value of the assets over which the Lien
exists does not exceed US$500,000,000 in the aggregate;
 
	  
 	  
 
	  
 	        (17)    Liens arising pursuant to sale/leaseback transactions;
 
	  
 	  
 
	  
 	        (18)    Liens encumbering property or assets under construction arising from progress or partial payments by a customer
of any Guarantor relating to such property or assets;
 
	  
 	  
 
	  
 	        (19)    Liens upon specific items of inventory or other goods and proceeds of such inventory or other goods of any
Guarantor or the Company securing any Guarantor’s or the Company’s obligations in respect of bankers’ acceptances, issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or
other goods;
 
	  
 	  
 
	  
 	       (20)    Liens securing industrial revenue, development or similar bonds issued by or for the benefit of any Guarantor or
the Company, provided that such industrial revenue, development or similar bonds are non-recourse to any Guarantor or the Company;
 
	  
 	  
 
	  
 	        (21)    the sale or other transfer of (x) any minerals in place, or the future production of, for a period of time until,
or in any amount such that, the purchaser will realize therefrom a specified amount of money or a specified amount of such minerals, or (y) any other interest in property of the character commonly referred to as a “production
payment”;
 
	  
 	  
 
	  
 	        (22)    other Liens incidental to the conduct of the business of the Company or any Guarantor, as the case may be, or the
ownership of their assets that do not materially detract from the value of the property subject thereto in its use for the Company’s or any Guarantor’s business; and
 
	  
 	  
 
	  
 	        (23)    any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part,
of any Lien described in the foregoing clauses (1) through (22); provided that any such extension, renewal or  replacement shall be no more restrictive in any material respect than the Lien so extended, renewed or replaced and shall not
extend to any other Property of the Company or any Guarantor other than such item of Property originally covered by such Lien or any improvements thereon or additions or accessions thereto.
 

 -8-






             
“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.
            
“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as
contemplated by Section 301.
            
“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

           
“Property” of any Person means all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent consolidated balance sheet of such Person under
Australian or United Kingdom generally accepted accounting principles, as appropriate.
            
“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.
            
“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.
           
“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.
            
“Responsible Officer”, when used with respect to the Trustee, means any officer within the corporation trust department of the Trustee including the Chief Executive Officer, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and in each case having direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.
            
“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.
            
“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.
            
“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.
  -9-






             
“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee and the Company pursuant to Section 307.
           
“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.
            
“Subsidiary” of any Person means a Person more than 50% of the outstanding voting power of which is owned, directly or indirectly, by such Person, and a Subsidiary of a Guarantor shall include any Person more than
50% of the outstanding voting power of which is owned, directly or indirectly, by such Guarantor or by the Guarantors together or by one or more other Subsidiaries of such Person, or by such Person and one or more other Subsidiaries of such
Person.  For the purposes of this definition, “voting power” means the power to vote in an ordinary election of directors (or, in the case of a Person that is not a corporation, ordinarily to appoint or approve the appointment of
Persons holding similar positions), whether at all times or only so long as no senior class of ownership has such voting power by reason of any contingency.
            
“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.
            
“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee
with respect to Securities of that series.
           
“United States Person” means any Person who, for United States Federal income tax purposes, is a citizen or resident, a domestic corporation, an estate whose income is subject to taxation regardless of its source or
a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States Persons are authorized to control all substantial decisions of the trust.
            
“U.S. Government Obligation” has the meaning specified in Section 1304.
            
“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice
president”.

	 
Section 102.
 	     Compliance Certificates and Opinions.
 

            Upon any application or request by the Company or any Guarantor to the Trustee to take or refrain from taking any action under any provision of this Indenture, the
Company or such Guarantor shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s 
 
-10-






   Certificate, if to be given by an officer of the Company or any Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.
           Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1005) shall include

	  
 	        (1)     a statement that each individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;
 
	  
 	  
 
	  
 	        (2)     a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based;
 
	  
 	  
 
	  
 	        (3)     a statement that, in the opinion of each such individual, he 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, in the opinion of each such individual, such condition or covenant
has been complied with.
 
	  
 	  
 
	 
Section 103.
 	     Form of Documents Delivered to Trustee.
 
			

            In any case where several matters are required to be certified by, or covered by an opinion of, any specified
Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
            Any certificate or opinion of an officer of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.
Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company or any Guarantor stating that the information with
respect to such factual matters is in the possession of the Company or such Guarantor, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are
erroneous.
            Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

	 
Section 104.
 	     Acts of Holders; Record Dates.
 

            Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders
may be embodied 
  -11-






   in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company and to each of the Guarantors. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company and the Guarantors, if made in the manner provided in this Section.
            The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.
           The ownership of
Securities shall be proved by the Security Register.
            Any request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Security.
            The Company and the Guarantors may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company and the
Guarantors may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.  Nothing in
this paragraph shall be construed to prevent the Company or the Guarantors from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this
 -12-






   paragraph, the Company or any Guarantor, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
            The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after
such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
           With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date”
and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other parties hereto in writing, and to each
Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto
which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.
 
          Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard
to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

	 
Section 105.
 	     Notices, Etc., to Trustee, Company and Guarantors.
 

            Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon,
given or furnished to, or filed with,
  -13-







	  
 	        (1)     the Trustee by any Holder or by the Company or any of the Guarantors shall be sufficient for
every purpose hereunder if made, given, furnished or filed or mailed first-class postage prepaid in writing to or with the Trustee at its Corporate Trust Office, Attention: Structured Finance, BHP Billiton Finance, or
 
	  
 	  
 
	  
 	       (2)     the Company or any of the Guarantors by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed to the Company or such Guarantor, international air mail postage prepaid and addressed to such party at its respective registered office specified in the
first paragraph of this instrument to the attention of its Secretary, or at such other registered address previously furnished in writing to the Trustee by the Company or such Guarantor.
 
	  
 	  
 
	 
Section 106.
 	     Notice to Holders; Waiver.
 
			

            Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the Holder’s address as it appears in the Security Register, not later than the latest date (if any),
and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such
waiver.
           In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

	 
Section 107.
 	     Language of Notices, Etc.
 

            Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of publication.

	 
Section 108.
 	     Conflict with Trust Indenture Act.
 

            If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or to be excluded, as the case may be.
  -14-







	 
Section 109.
 	     Effect of Headings and Table of Contents.
 

           The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

	 
Section 110.
 	     Successors and Assigns.
 

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

	 
Section 111.
 	     Separability Clause.
 

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

	  Section 112.

 	     Benefits of Indenture.
 

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

	 
Section 113.
 	     Governing Law.
 

           This
Indenture, the Securities and the Guarantees shall be governed by and construed in accordance with the law of the State of New York without regard to principles of conflicts of law.

	 
Section 114.
 	     Saturdays, Sundays and Legal Holidays.
 

            In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if
any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity; provided that no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

	 
Section 115.
 	     Appointment of Agent for Service.
 

            By the execution and delivery of this Indenture, the Company and each Guarantor hereby severally appoints Earl K. Moore as its agent upon which process may be served
in any legal action or proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, New York City, arising out of or relating to the Securities of any series, the Guarantees or this Indenture, as the case may be, but
for that purpose only, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and
 -15-






   irrevocably submits to the non-exclusive jurisdiction of such courts in any such proceeding.  Service of process upon such agent at the office of such agent at 1360 Port
Oak Boulevard, Suite 150, Houston, Texas 77056, and written notice of said service to the Company and each of the Guarantors by the Person serving the same addressed as provided by Section 105, shall be deemed in every respect effective service of
process upon the Company and the Guarantors, respectively, in any such legal action or proceeding, and the Company and the Guarantors, respectively, hereby submit to the nonexclusive jurisdiction of any such court in which any such legal action or
proceeding is so instituted.  Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms thereof or of this Indenture until the appointment of a successor by the Company or any of the
Guarantors, as the case may be, with the consent of the Trustee and such successor’s acceptance of such appointment.  The Company and each of the Guarantors further agree to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor until this Indenture has been satisfied, discharged or defeased in accordance with Article Four or Article
Thirteen hereof.
 
 ARTICLE TWO
 
 SECURITY FORMS

	 
Section 201.
 	     Forms Generally.
 

            The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution thereof.  If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.
           The Guarantees by the Guarantors to be endorsed on the Securities of each series shall be substantially in the form set forth in Section 205, or as shall be
established by or pursuant to Board Resolutions of each of the Guarantors, or in one or more indentures supplemental hereto, pursuant to Section 301, in each case with such appropriate insertions, omissions, substitutions and other corrections as
are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the directors or officers delivering such Guarantees, all as evidenced by such delivery.  Any such legends or endorsements not contained in the form of the Security as set forth in Section 202 or 203 or
in the form of the Guarantee as set forth in Section 205 shall be delivered in writing or by facsimile to the Trustee.
  -16-






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

	 
Section 202.
 	     Form of Face of Security.
 

  [INSERT ANY REQUIRED ORIGINAL ISSUE
DISCOUNT LEGEND]
  BHP BILLITON FINANCE (USA) LIMITED
  [TITLE OF SECURITY]
  PAYMENT OF PRINCIPAL, [PREMIUM, IF ANY]
 AND INTEREST GUARANTEED BY BHP BILLITON PLC
 AND BHP BILLITON LIMITED

	           No. __________
 	  $__________
 

  [CUSIP No.      ]
 
          BHP Billiton Finance (USA) Limited (ABN 49 057 525 505), a corporation duly organized and existing under the laws of the State of Victoria, Australia
(herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________________________ or registered assigns, the principal sum of
_________________________ Dollars on _________________________ [if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from ________ or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on ________ and ________ in each year, commencing ________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [if
applicable, insert — , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ...% per annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. 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 (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _____ or
_____ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. 
           [If the Security is not to bear interest prior to Maturity, insert — The principal of this
  -17-






   Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal of this Security and any overdue premium shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the
payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]
 
          Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will
be made at the office or agency of the Company maintained for that purpose in __________, in such coin or currency of [insert applicable currency] the United States of America as at the time of payment is legal tender for
payment of public and private debts [if applicable, insert — ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register].
            All payments of, or in respect of, principal of and any premium and
interest on this Security, shall be made without withholding or deduction for, or on account of, any present of future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Australia or any
political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by Australia or any such subdivision or authority to be withheld or deducted. In that event, the Company will
pay such Additional Amounts (as described in Section 1004 of the Indenture) as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in
respect of such) in the payment to the Holder of this Security of the amounts which would have been payable in respect of this Security had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Ten of
the Indenture.
           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 Trustee referred to on the reverse hereof, directly or through an Authenticating 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.
  -18-






             In Witness Whereof, the Company has caused this instrument to be duly executed.
            Dated:

	  
 	  BHP BILLITON FINANCE (USA) LIMITED
 
	  
 	  
 
	  
 	  By
 	  
 
	  
 	  
 	 
 
	  
 	  Name:
 	  
 
	  
 	 Title:
 	  
 
	  
 	  
 	  
 
	  Attest:
 	  
 	  
 
	  By
 	  
 	  
 	  
 	  
 
	  
 	 
 	  
 	  
 	  
 
	  Name:
 	  
 	  
 	  
 	  
 
	  Title:
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 
	 
Section 203.
 	     Form of Reverse of Security.
 
						

            This Security is one of a duly authorized issue of securities of the Company (herein called the
“Securities”),  issued and to be issued in one or more series under an Indenture, dated as of ____, 2001 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the
Company, BHP Billiton Plc, a public limited company duly existing and organized under the laws of England, BHP Billiton Limited, a corporation duly organized and existing under the laws of the State of Victoria, Australia, (each being referred to
herein as a “Guarantor”, which term includes any Successor Persons under the Indenture referred to herein and together the “Guarantors”) and Citibank, N.A. a national banking association organized and existing under the laws of
the United States of America, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee 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 [if applicable, insert — , limited in aggregate principal amount to $__________].
            [If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail,
[if applicable, insert — (1) on __________ in any year commencing with the year _______ and ending with the year ______ through operation of the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [if applicable, insert — on or after __________, 20__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert — on or before __________, ____%, and if redeemed] during the 12-month period beginning __________ of the years indicated,
 -19-







	  Year
 	   
 	  Redemption
 Price
 	   
 	  Year
 	   
 	  Redemption
 Price
 	   
 
	 
 	  
 	 
 	 
 	  
 	 
 	 
 	  
 	 
 	 
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 

 and thereafter at a Redemption Price equal to ____% of the principal amount, together in the
case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]
            [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on __________. in any year commencing with the year ________ and ending with the year ________ through operation of the sinking fund for this series at the Redemption Prices for redemption
through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after __________], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period
beginning __________ of the years indicated,

	 Year
 	   
 	  Redemption Price For
 Redemption Through
 Operation of the
 Sinking Fund
 	   
 	  Redemption Price For
 Redemption Otherwise
 Than Through Operation
 of the Sinking Fund
 	   
 
	 
 	  
 	 
 	 
 	  
 	 
 	 
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 	  
 	  
 	  
 

 and thereafter at a Redemption Price equal to _____% of the principal amount, together in the
case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]
            [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to __________ redeem any Securities of this series as
contemplated by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than _____% per annum.]
  -20-






             [If applicable, insert — The sinking fund for this series provides for the redemption on
__________ in each year beginning with the year _________ and ending with the year _________ of [if applicable, insert — not less than $__________ (“mandatory sinking fund”) and not more than] $__________
aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited
against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which they become
due].]
            The Securities may be redeemed at the option of the Company or any of the Guarantors in whole, but not in part, at
any time at the Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption [if the Security is an Original Issue Discount Security, insert formula for determining amount], if the Company or a
Guarantor determines, that if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the
Company or any of the Guarantors is incorporated or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party, which change, execution or amendment becomes effective on or after [insert date], (i) the Company or any of
the Guarantors is or would be required to pay additional amounts of interest with respect to the Securities or Guarantees on the next succeeding Interest Payment Date as set forth in the Guarantee endorsed hereon (or in a supplemental indenture) or
(ii) any Guarantor or any Subsidiary of any Guarantor is or would be required to deduct or withhold tax on any payment to the Company to enable the Company to make any payment of principal or interest in respect of the Securities and, in each case,
the payment of such additional amounts in the case of (i) above or such deduction or withholding in the case of Clause (ii) above cannot be avoided by the use of any reasonable measures available to the Company, any relevant Guarantor or
Subsidiary.
           [The Securities may also be redeemed in whole, but not in part, upon not less than 30 nor more than 60 days’
notice given as provided in the Indenture at any time at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption [if the Security is an Original Issue Discount Security, insert formula for
determining amount] if the Person formed by a consolidation of any of the Guarantors or into which any of the Guarantors is merged or to which any of the Guarantors conveys, transfers or leases its properties and assets substantially as an entirety
is required to pay a Holder additional amounts in respect of any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or deducted from any payment to such Holder as a consequence of such consolidation, merger,
conveyance, transfer or lease.]
            [If the Security is subject to redemption of any kind, insert — 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.]
 
          [If applicable, insert — The Indenture contains provisions for defeasance at any time of 
  -21-






   [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security]
[, in each case] upon compliance with certain conditions set forth in the Indenture.]
            [If the Security is
not an Original Issue Discount Security, insert — 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 the Security is an Original Issue Discount Security,
insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided
in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium
and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]
            The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the Guarantors and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantors 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 principal 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 Company or the Guarantors 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 provided in and
subject to the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal
amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
 -22-






             No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
            As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
            The Securities of
this series are issuable only in registered form without coupons in denominations of $_____ and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.
            No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
            Prior to due presentment of this Security for registration of transfer
or exchange, the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors 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 neither the Company, the Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.
           All terms
used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
            [Insert Form
of Guarantee]

	 
Section 204.
 	     Form of Legend for Global Securities.
 

            Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear
a legend in substantially the following form:
  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.
  -23-







	 
Section 205.
 	     Guarantee by Guarantors; Form of Guarantee.
 

            Each Guarantor by its execution of this Indenture hereby agrees with each Holder of a Security of each series authenticated and delivered by the Trustee, and with the
Trustee on behalf of each such Holder and each such Holder, to be unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Company, in the name and on behalf of such Guarantor, to confirm such Guarantee
to the Holder of each such Security by its execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.  When delivered pursuant to the provisions of Section 303 hereof,
Guarantees so set forth on the Securities shall bind the Guarantors notwithstanding the fact that the Guarantee does not bear the signature of the Guarantors.  
           Guarantees to be endorsed on the Securities shall, subject to Section 201, be in substantially the form set forth below:
  GUARANTEE
            BHP Billiton Plc, a public limited company incorporated under the laws of England, having its
registered office at 1-3 Strand, London WC2N 5HA, England, and BHP Billiton Limited (ABN 49 004 028 077), a corporation incorporated under the laws of the State of Victoria, Australia, having its principal office at 600 Bourke Street, Melbourne,
Victoria 3000, Australia (each being referred to herein as a “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed, and together, the
“Guarantors”), for value received hereby unconditionally guarantee to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of each such Holder the due and punctual payment of the principal of,
premium, if any, and interest on such Security (including any Additional Amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if
any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof
and of the Indenture referred to therein.  In the case of the failure of BHP Billiton Finance (USA) Limited, a corporation organized under the laws of the State of Victoria, Australia (herein called the “Company”, which term includes
any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantors hereby, jointly and severally, agree to cause any such payment to be
made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company.  The obligations of the
Guarantors under this Guarantee shall be joint and several.
           All payments of, or in respect of, principal of and any premium and interest
on the Securities, and all payments pursuant to any Guarantee, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or
on behalf of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or (as the case may be) any Guarantor is incorporated unless such taxes, duties, assessments or governmental charges are

  -24-






   required by such jurisdiction (or any such subdivision or authority thereof or therein) to be withheld or deducted.  In that event, the Company or such Guarantor, as
applicable, will pay such Additional Amounts of, or in respect of, principal and any premium and interest as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or
governmental charges payable in respect of such) in the payment to each Holder of a Security of the amounts which would have been payable in respect of such Security or the Guarantee thereof, as the case may be, had no such withholding or deduction
been required, except that no Additional Amounts shall be so payable for or on account of:

	  
 	       (a)     any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of
any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing
jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having
been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security or a Guarantee (where presentation is
required) for payment on a date more than 30 days after the date on  which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
 
	  
 	  
 
	  
 	      (b)     any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental
charge;
 
	  
 	  
 
	  
 	       (c)     any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of
(or in respect of) principal of, premium, if any, or interest on, the Securities;
 
	  
 	  
 
	  
 	       (d)     any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by
the Holder or the beneficial owner of a Security with a request of the Company or the applicable Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or
(ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction
as a precondition to exemption from all or part of such tax, assessment or other governmental charge;
 
	  
 	  
 
	  
 	       (e)     in the case of a payment made by BHP Billiton Finance (USA) Limited under a Security or by BHP Billiton Limited
under its Guarantees, any tax, assessment or other governmental charge imposed as a result of the Security or the Guarantee being presented for payment in Australia unless presentment could not have been made elsewhere;
 

 -25-







	  
 	       (f)     in the case of a payment made by BHP Billiton Plc under its Guarantees, any tax, assessment or other governmental
charge imposed as a result of the Security or the Guarantee being presented for payment in the United Kingdom unless presentment could not have been made elsewhere;
 
	  
 	  
 
	  
 	       (g)     any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the conclusions of ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;
 
	  
 	  
 
	  
 	       (h)     any withholding or deduction required to be made with respect to a Security or a Guarantee presented for payment
by or on behalf of a Holder of such Security or Guarantee who would have been able to avoid such withholding or deduction by presenting the relevant Security or Guarantee to another Paying Agent in a member state of the European Union; or


	  
 	  
 
	  
 	       (i)     any withholding or deduction required to be paid on the interest (as defined in Section 128A(IAB) of the Income
Tax Assessment Act of 1936 of Australia (the “Australian Tax Act”) and which, among other things, includes amounts in the nature of, or in substitution for, interest) payable on the debt security because the Holder of a Security is an
“associate” of the Company (as that term is defined in section 128F(9) of the Australian Tax Act);
 
	  
 	  
 
	  
 	      (j)     any withholding or deduction for which a determination is made by the Australian Commissioner of Taxation that the
withholding or deduction is payable because the Holder has participated in a scheme to avoid withholding tax provided that neither the Company nor any Guarantor participated in or was a party to such scheme; or
 
	  
 	  
 
	  
 	       (k)     any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i) or (j);
 

 
nor shall Additional Amounts be paid with respect to any payment of the principal of, premium, if any or any interest on any Security or any Guarantee to any Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a
beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.
            Each of the Guarantors hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or
indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee or any other circumstance  which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided,
however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of each of the Guarantors, increase the principal amount of such Security, or increase the interest rate thereon, or increase
any premium payable upon redemption thereof, or alter the Stated Maturity thereof, 
 -26-






   or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 502 of such Indenture.  Each of the Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against
the Company, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment require under such Security and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security. 
            Each of the
Guarantors shall be subrogated to all rights of the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of this Guarantee, provided,
however, that such Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series
issued under such Indenture shall have been paid in full. 
            No reference herein to such Indenture and no provision of this Guarantee or
of such Indenture shall alter or impair the guarantee of the Guarantors, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with
respect to, the Security upon which this Guarantee is endorsed. 
            This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of such Security shall have been manually executed by or on behalf of the Trustee under such Indenture. 
            All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture. 
           The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance
with the law of the State of New York. 
            Executed and dated the date on the face hereof. 

	  
 	  BHP BILLITON PLC
 
	  
 	  
 
	  
 	  By:
 	  
 
	  
 	  
 	 
 
	  
 	  Name:
 	  
 
	  
 	  Title:
 	  
 

  -27-







	  
 	  Attest:
 
	  
 	  
 
	  
 	 By:
 	  
 
	  
 	  
 	 
 
	  
 	  Name:
 	  
 
	  
 	  Title:
 	  
 
	  
 	  
 	  
 
	  
 	  BHP BILLITON LIMITED
 
	  
 	  
 
	  
 	  By:
 	  
 
	  
 	  
 	 
 
	  
 	  Name:
 	  
 
	  
 	  Title:
 	  
 
	  
 	  
 	  
 
	  
 	 Attest:
 
	  
 	  
 
	  
 	  By:
 	  
 
	  
 	  
 	 
 
	  
 	  Name:
 	  
 
	  
 	  Title:
 	  
 

  -28-







	 
Section 206.
 	     Form of Trustee’s Certificate of Authentication.
 

            The Trustee’s certificates 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.

	  
 	 CITIBANK N.A.,
 
	  
 	  As Trustee
 
	  
 	  
 
	  
 	  By
 	  
 
	  
 	  
 	 
 
	  
 	   
 	  Authorized Officer
 

 
 ARTICLE THREE
 
 THE SECURITIES

	 
Section 301.
 	     Amount Unlimited; Issuable in Series.
 

            The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.
            The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution of the Company and the Guarantors, as appropriate,
and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

	  
 	      (1)     the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of
any other series);
 
	  
 	  
 
	  
 	       (2)     any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for
any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
 
	  
 	  
 
	  
 	       (3)     the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;
 
	  
 	  
 
	  
 	       (4)     the date or dates on which the principal of any Securities of the series is payable;
 
	  
 	  
 
	  
 	      (5)     the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which
any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;
 

  -29-







	  
 	       (6)     the place or places where the principal of and any premium and interest on any Securities of the series shall be
payable;
 
	  
 	  
 
	  
 	       (7)     the period or periods within which, the price or prices at which and the terms and conditions upon which any
Securities of the series may be redeemed, in whole or in part, at the option of the Company or the Guarantors (including the period referred to in Section 1108) and, if other than by a Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;
 
	  
 	  
 
	  
 	       (8)     other than with respect to any redemption of Securities pursuant to Section 1108, the obligation, if any, of the
Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions
upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
 
	  
 	  
 
	  
 	      (9)     if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities
of the series shall be issuable;
 
	  
 	  
 
	  
 	       (10)    if the amount of principal of or any premium or interest on any Securities of the series may be determined with
reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;
 
	  
 	  
 
	  
 	       (11)    if other than the currency of the United States of America, the currency, currencies or currency units in which the
principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition
of “Outstanding” in Section 101;
 
	  
 	  
 
	  
 	       (12)    if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the
Company or the Guarantors or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any
premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount
shall be determined);
 
	  
 	  
 
	  
 	      (13)    if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series
which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;
 
	  
 	  
 
	  
 	       (14)    if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of
any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due
and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be
determined);
 

  -30-







	  
 	       (15)    the forms of the Securities of the series and the Guarantees to be endorsed thereon;
 
	  
 	  
 
	  
 	       (16)    if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to
Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;
 
	  
 	  
 
	  
 	      (17)    if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global
Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances
in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole
or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
 
	  
 	  
 
	  
 	       (18)    any addition to or change in the Events of Default which applies to any Securities of the series and any change in the
right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;
 
	  
 	  
 
	  
 	       (19)    any addition to or change in the covenants set forth in Article Ten which applies to Securities of the
series;
 
	  
 	  
 
	  
 	       (20)    if Additional Amounts, pursuant to Section 1004, will not be payable by any Guarantor;
 
	  
 	  
 
	  
 	      (21)    if the Company may from time to time without the consent of the Holders create and issue further securities having the
same terms and conditions as the Securities in all respects (or in all respects except for the issue date, the first payment of interest thereon and/or issue price), so that such further issue shall be consolidated and form a single series with the
outstanding Securities of any series or upon such terms as the Company may determine at the time of their issue; and
 
	  
 	  
 
	  
 	       (22)    any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section 901(5)).
 

            All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or
in any such indenture supplemental hereto.
            If any of the terms of the Securities of any series are established by action taken pursuant
to a Board Resolution of the Company or any Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company or by any Director or the Secretary or an Assistant Secretary of any
Guarantor, as the case may be and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the 
  -31-






  terms of the series.

	 
Section 302.
 	     Denominations.
 

            The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

	 
Section 303.
 	     Execution, Authentication, Delivery and Dating.
 

            The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Deputy Chairman of the Board, its Chief Executive Officer or one of its
Vice Presidents, or any other duly authorized officer of the Company or any other person specifically authorized by the Board of Directors. The signature of any of these officers or authorized persons on the Securities may be manual or
facsimile.
            Securities or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers
of the Company or the relevant Guarantor, as the case may be, shall bind the Company, or the relevant Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Securities or the delivery of such Guarantees or did not hold such offices at the date of such Securities or 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
having endorsed thereon Guarantees to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities and a Company Order from any Guarantor approving the delivery of the Guarantees endorsed
thereon, and the Trustee in accordance with the Company Order shall authenticate and make available for delivery such Securities having such Guarantees endorsed thereon. If the form or terms of the Securities of the series and the Guarantees have
been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities and Guarantees, and accepting the additional responsibilities under this Indenture in relation to such
Securities and Guarantees, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

	  
 	       (1)     if the forms of such Securities and Guarantees have been established by or pursuant to Board Resolution as
permitted by Section 201, that such forms have been established in conformity with the provisions of this Indenture;
 
	  
 	  
 
	  
 	       (2)     if the terms of such Securities and Guarantees have been established by or pursuant to Board Resolution as
permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and
 
	  
 	  
 
	  
 	       (3)     that such Securities and Guarantees, when authenticated and made available for delivery by the Trustee and issued
by the Company and the Guarantors in the manner and 
 

 -32-







	  
 	  subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
 

  If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
            Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each
Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.
            Each Security shall be dated the date of its authentication.
            No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or facsimile signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security or
Guarantee has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 309, 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.
           The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the
Guarantees endorsed thereon on behalf of the Guarantors.

	 
Section 304.
 	     Temporary Securities.
 

            Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and make available for
delivery, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and having endorsed thereon Guarantees of the
Guarantors, substantially in the tenor of the definitive Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.
            If temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable 
  -33-






   for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount which have endorsed thereon the Guarantees of the Guarantors. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

	 Section 305.

 	     Registration, Registration of Transfer and Exchange.
 

            The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency
of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.
            Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount, each such Security having endorsed thereon Guarantees of the Guarantors.
            At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, each such Security having endorsed thereon Guarantees of the Guarantors, upon
surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the
Holder making the exchange is entitled to receive.
            All Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration of transfer or
exchange.
           Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or the Holder’s attorney duly authorized in writing or by
facsimile.
            No service charge shall be made for any registration of transfer or exchange of Securities,
 
-34-






   but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.
            If the
Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified
tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of
business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
            The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

	  
 	       (1)     Each Global Security authenticated under this Indenture shall be registered in the name of the
Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this
Indenture.
 
	  
 	  
 
	  
 	      (2)     Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or
in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company and the Guarantors that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be
continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.


	  
 	  
 
	  
 	       (3)     Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in
whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
 
	  
 	  
 
	  
 	       (4)     Every Security authenticated and made available for delivery upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless
such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
 
	  
 	  
 
	 Section 306.

 	     Mutilated, Destroyed, Lost and Stolen Securities.
 
				

            If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefore a new
  -35-






   Security of the same series and of like tenor and principal amount having endorsed thereon Guarantees and bearing a number not contemporaneously outstanding.
 
          If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, any Guarantor or the Trustee that such Security has been acquired by a
protected purchaser, the Company shall execute and the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount
having endorsed thereon a Guarantee and bearing a number not contemporaneously outstanding.
            In case any such mutilated, destroyed, lost
or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.
            Upon the issuance of any new Security under this Section, the Company or the Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.
           Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual
obligation of the Company and the Guarantors, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all
other Securities of that series duly issued hereunder.
            The provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

	  Section 307.

 	     Payment of Interest; Interest Rights Preserved.
 

            Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest
and, at the option of the Company, may be paid by check mailed to the address of the Person as it appears in the Security Register.
            Any
interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:
 -36-







	  
 	       (1)     The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of
such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee, upon consultation with the Company, shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the
name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106,
not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names
the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).
 
	  
 	  
 
	  
 	      (2)     The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant
to this Clause, such manner of payment shall be deemed practicable by the Trustee.
 

            Subject to the foregoing
provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.

	  Section 308.

 	     Persons Deemed Owners.
 

            Prior to due presentment of a Security for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company, a Guarantor or the Trustee
may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 305 and Section 307) any interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, any Guarantor, the Trustee nor any agent of the Company, a Guarantor or the Trustee shall be affected by notice to the contrary.
  -37-







	 Section 309.

 	     Cancellation.
 

            All
Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company or any Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or such Guarantor may have acquired in any manner whatsoever, and
may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed
of by the Trustee in accordance with its customary procedures.

	  Section 310.

 	     Computation of Interest.
 

            Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.
 
 ARTICLE FOUR
 
 SATISFACTION AND DISCHARGE

	 S
ection 401.
 	     Satisfaction and Discharge of Indenture.
 

            This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration or transfer or exchange of Securities
herein expressly provided for and the obligation of the Company or any Guarantor to pay any Additional Amounts as contemplated by Section 1004), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

	  
 	  (1) either
 
	  
 	  
 
	  
 	       (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company or any Guarantor and thereafter repaid to the Company
or any Guarantor or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or
 
	  
 	  
 
	  
 	       (B) all such Securities not theretofore delivered to the Trustee for cancellation
 
	  
 	  
 
	  
 	           (i)     have become due and payable, or
 
	  
 	  
 
	  
 	            (ii)    will become due and payable at their Stated Maturity within one year, or
 

  -38-







	  
 	            (iii)     are to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of      notice of redemption by the Trustee in the name, and at the expense, of the Company,
 
	  
 	  
 
	  
 	  and the Company, in the case of Clause (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an
amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
 

            (2) the Company or any
Guarantor has paid or caused to be paid all other sums payable hereunder by the Company, including all amounts owing to the Trustee pursuant to Section 607; and
           (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied with.
            Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company and the Guarantors to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

	  Section 402.

 	     Application of Trust Money.
 

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

	  Section 501.

 	     Events of Default.
 

           “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

	  
 	       (1)     default in the payment of any interest upon any Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or
 

  -39-







	  
 	       (2)     default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity
and, in the case of technical or administrative difficulties (as determined in good faith by the Company or either of the Guarantors), only if such default persists for a period of more than three Business Days; or
 
	  
 	  
 
	  
 	       (3)     default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and
continuance of such default for a period of 30 days or, if longer, beyond any period of grace provided with respect thereto; or
 
	  
 	  
 
	  
 	      (4)     default (other than a default which is not material to the holders of the Securities of such series in the case of
the covenants specified in Sections 1007 and 1008) in the performance, or breach, of any covenant or warranty of the Company or any Guarantor in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), the Securities of that series or, as the case may require, any
Guarantee, and such default or breach remains unremedied or unsatisfied for 60 days after there has been given, by registered or certified mail, to the Company and the Guarantors by the Trustee or to the Company, the Guarantors and the Trustee by
the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or
 
	  
 	  
 
	  
 	       (5)     a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or
any Guarantor (including a default with respect to Securities of any series other than that series) having an outstanding aggregate principal amount of at least US$100,000,000 (or its equivalent in other currencies), or under any mortgage, indenture
or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company (including this Indenture) or the Guarantor having an outstanding aggregate principal amount of at least
US$100,000,000 (or its equivalent in other currencies), whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which
it would otherwise have become due and payable, without such acceleration having been rescinded or annulled within a period of 10 days after there shall have been given, by registered or certified mail, to the Company and the Guarantors by the
Trustee or to the Company, the Guarantors and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company or any Guarantor, as the
case may be, to cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; provided, however, that, subject to the provisions of Sections 601 and 602, the Trustee shall not
be deemed to have knowledge of such default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such default or (B) the Trustee shall have received written notice thereof from the Company, from the Guarantors, from
any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or
 
	  
 	  
 
	  
 	      (6)     an order is made or any effective resolution shall be passed for the winding up of the Company or any Guarantor;
or
 

  -40-







	  
 	       (7)     the Company or any Guarantor stops payment of its debts generally; or
 
	  
 	  
 
	  
 	       (8)     the Company or any Guarantor enters into or makes any arrangement with its creditors generally
including entering into some form of moratorium with its creditors generally; or
 
	  
 	  
 
	  
 	       (9)     a court having jurisdiction in the premises enters a decree or order for relief in respect of the
Company or any Guarantor in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or there is appointed in Australia or the United Kingdom a receiver, administrator, trustee or similar
officer over the whole or substantially the whole of the assets of the Company or any Guarantor, as the case may be; or
 
	  
 	  
 
	  
 	      (10)     the Company, or any Guarantor is declared insolvent by a competent judicial authority or shall admit
in writing its inability to pay its debts as they fall due; or
 
	  
 	  
 
	  
 	       (11)     the Company or any Guarantor commences a voluntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, other than a case commenced under an applicable law not pertaining to bankruptcy or insolvency for the purposes of a reorganization where the Company or any Guarantor, as the case may be, is solvent,
or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the
Company or any Guarantor over the whole or substantially the whole of its property in Australia or the United Kingdom, as the case may be, or make any general assignment for the benefit of creditors;
 
	  
 	  
 
	  
 	       (12)     any other Event of Default provided with respect to Securities of that series.
 
	  
 	  
 
	  Section 502.

 	     Acceleration of Maturity; Rescission and Annulment.
 
			

           If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series and any interest accrued thereon (or, if
any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company and the
Guarantors (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and any interest accrued thereon shall become immediately due and payable.
            At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money
due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantors and the Trustee, may rescind
and annul such declaration and its consequences if

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

  -41-







	  
 	       (A)      all overdue interest on all Securities of that series,
 
	  
 	  
 
	  
 	      (B)      the principal of (and premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and any interest accrued thereon at the rate or rates prescribed therefor in such Securities,
 
	  
 	  
 	  
 
	  
 	       (C)      to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or
rates prescribed therefor in such Securities, and
 
	  
 	  
 	  
 
	  
 	       (D)      all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel;
 
	  
 	  
 
	         And
 
	  
 	  
 
	  
 	        (2)     all Events of Default with respect to Securities of that series, other than the non-payment of
the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.
 	  
 
					

 No such rescission shall affect any subsequent default or impair any right consequent thereon.
            Upon receipt by the Trustee of any declaration of acceleration, or any rescission and annulment of any such declaration, pursuant to this Section 502 with respect to
Securities of any series, a record date shall automatically and without any other action by any Person be set for the purpose of determining the Holders of Outstanding Securities of such series entitled to join in such declaration, or rescission or
annulment, as the case may be, which record date shall be the close of business on the day the Trustee receives such declaration, or rescission and annulment, as the case may be.  The Holders of Outstanding Securities of such series on such
record date (or their duly appointed agents), and only such Persons, shall be entitled to join in such declaration, or rescission and annulment, as the case may be, whether or not such Holders remain Holders after such record date; provided that,
unless such declaration, or rescission and annulment, as the case may be, shall have become effective by virtue of Holders of the requisite principal amount of Outstanding Securities of such series on such record date (or their duly appointed
agents) having joined therein on or prior to the 90th day after such record date, such declaration, or rescission and annulment, as the case may be, shall automatically and without any action by any Person be cancelled and of no further
effect.  Nothing in this paragraph shall prevent a Holder (or a duly appointed agent thereof) from giving, before or after the expiration of such 90-day period, a declaration of acceleration, or a rescission and annulment of any such
declaration, contrary to or different from, or, after the expiration of such period, identical to, a declaration, or rescission and annulment, as the case may be, that has been cancelled pursuant to the proviso to the preceding sentence, in which
event a new record date in respect thereof shall be set pursuant to this paragraph

	  Section 503.

 	     Collection of Indebtedness and Suits for Enforcement by Trustee.
 

           The Company covenants that if

	  
 	  (1)
 	  default is made in the payment of any interest on any Security when such interest 
 
	  
 	  
 	  
 

  -42-







	  
 	  becomes due and payable and such default continues for a period of 30 days, or
 
	  
 	  
 	  
 
	  
 	       (2)     default is made in the payment of  the principal of (or premium, if any, on) any Security at the
Maturity thereof and such default continues for a period of three Business Days,
 
	  
 	  
 
				

  the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for
principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefore in such
Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.
           If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

	  Section 504.

 	     Trustee May File Proofs of Claim.
 

            In case of any judicial proceeding relative to the Company, any Guarantor or any other obligor upon the Securities, or the property of the Company, any Guarantor or
other obligor or their creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the
Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

           No provision of this Indenture 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; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.
 -43-







	  Section 505.

 	     Trustee May Enforce Claims Without Possession of Securities.
 

            All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

	  Section 506.

 	     Application of Money Collected.
 

            Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:
            First:  To the payment of all amounts due the Trustee under Section 607;
            Second:  To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit
of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium  and interest, respectively; and
           Third:  To the payment of the balance, if any, to the Company or any other Person or Persons, including the Guarantors, legally entitled thereto.

	  Section 507.

 	     Limitation on Suits.
 

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

	  
 	       (1)     such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to
the Securities of that series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;
 
	  
 	  
 
	  
 	       (2)     the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;
 
	  
 	  
 
	  
 	       (3)     such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;
 
	  
 	  
 
	  
 	      (4)     the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and
 

  -44-







	  
 	       (5)     no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the
Holders of a majority in principal amount of the Outstanding Securities of that series;
 

  it being understood and intended that no one or more of such Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

	  Section 508.

 	     Unconditional Right of Holders to Receive Principal, Premium and Interest.
 

            Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the
principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder. 

	 Section 509.

 	     Restoration of Rights and Remedies.
 

            If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

	  Section 510.

 	     Rights and Remedies Cumulative.
 

            Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

	  Section 511.

 	     Delay or Omission Not Waiver.
 

           No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.
  -45-







	  Section 512.

 	     Control by Holders.
 

            The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that
            (1)     such direction shall not be in conflict with any rule of law or with this Indenture, and 
            (2)     the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

	  Section 513.

 	     Waiver of Past Defaults.
 

            The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may, by written notice to the Trustee, on behalf of the
Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default
           (1)     in the payment of the principal of or any premium or interest on any Security of such series, or 
            (2)     in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.
            Upon any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

	  Section 514.

 	     Undertaking for Costs.
 

            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, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or any Guarantor, in any suit instituted by the Trustee,
in any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or in any suit instituted by any Holder for the enforcement of the payment of the
principal of or any premium or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).
 -46-







	  Section 515.

 	     Waiver of Usury, Stay or Extension Laws.
 

            The Company and each Guarantor 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 usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and the Guarantors each (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.
 
 ARTICLE SIX
 
 THE TRUSTEE

	  Section 601.

 	     Certain Duties and Responsibilities.
 

            The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the provisions of this Section.

	 Section 602.

 	     Notice of Defaults.
 

            If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and
to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until
at least 60 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such
series.

	  Section 603.

 	     Certain Rights of Trustee.
 

            Subject to the provisions of Section 601:

	  
 	       (1)     the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties;
 
	  
 	  
 
	  
 	      (2)     any request or direction of the Company or any Guarantor mentioned herein shall be sufficiently evidenced by a
Company Request or Company Order, and any resolution of
 

  -47-







	  
 	  the Board of Directors of the Company or any Guarantor shall be sufficiently evidenced by a Board Resolution;
 
	  
 	  
 
	  
 	       (3)     whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;
 
	  
 	  
 
	  
 	       (4)     the Trustee may consult with counsel of its selection and the advice of such counsel, confirmed in writing, 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;
 
	  
 	  
 
	  
 	       (5)     the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at
the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;
 
	  
 	  
 
	  
 	      (6)     the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company or any Guarantor,
personally or by agent or attorney provided that the Trustee shall not be entitled to such information which the Company or any Guarantor is prevented from disclosing by law or contract;
 
	  
 	  
 
	  
 	       (7)     the Trustee shall not be deemed to 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 is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;
and
 
	  
 	  
 
	  
 	       (8)     the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.
 

 -48-







	  Section 604.

 	     Not Responsible for Recitals or Issuance of Securities.
 

            The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company or the
Guarantors, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Guarantees.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

	  Section 605.

 	     May Hold Securities.
 

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

	  Section 606.

 	     Money Held in Trust.
 

           Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in writing with the Company or any Guarantor, as the case may be.

	  Section 607.

 	     Compensation and Reimbursement.
 

            The Company and the Guarantors jointly and severally agree

	  
 	       (1)     to pay to the Trustee from time to time such compensation as may be agreed in writing by the Company and/or any
Guarantor and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
 
	  
 	  
 
	  
 	       (2)     except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel) all as may be
agreed between the Trustee and the Company and the Guarantors, except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
 
	  
 	  
 
	  
 	      (3)     to indemnify the Trustee and any director, officer, employee or agent of the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.
 

  -49-






             The obligations of the Company and the Guarantors under this Section 607 shall survive payment of all of the
Securities issued pursuant to this Indenture or the resignation or removal of the Trustee.

	  Section 608.

 	     Conflicting Interests.
 

            If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series.

	  Section 609.

 	     Corporate Trustee Required; Eligibility.
 

           There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one
or more other series.  Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the borough of
Manhattan, New York City, New York or in London, United Kingdom.  If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of
this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any
time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.

	  Section 610.

 	     Resignation and Removal; Appointment of Successor.
 

            No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of Section 611.
            The Trustee may resign at any time with
respect to the Securities of one or more series by giving written notice thereof to the Company and the Guarantors. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
           The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the Company and the Guarantors.
            If at any time:

	  
 	       (1)     the Trustee shall fail to comply with Section 608 after written request therefor by 
 

  -50-







	  
 	  the Company or any Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or
 
	  
 	  
 
	  
 	       (2)     the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request
therefor by the Company or any Guarantor or by any such Holder, or
 
	  
 	  
 
	  
 	       (3)     the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
 

 then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees.
            If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee
for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company and the Guarantors and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.
            The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.

	 Section 611.

 	     Acceptance of Appointment by Successor.
 

            In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the
  -51-






   Company, to the Guarantors and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the Guarantors or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder.
            In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantors, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees, co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates; but, on request of the Company, the Guarantors or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.
           Upon request
of any such successor Trustee, the Company and the Guarantors shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or
second preceding paragraph, as the case may be.
            No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article.

	  Section 612.

 	     Merger, Conversion, Consolidation or Succession to Business.
 

            Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or
consolidation
  -52-






   to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

	  Section 613.

 	     Preferential Collection of Claims Against Company or Guarantors.
 

           If and when the Trustee shall be or become a creditor of the Company or any Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against the Company or any such Guarantor (or any such other obligor).

	  Section 614.

 	     Appointment of Authenticating Agent.
 

            The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with
the effect specified in this Section.
           Any corporation into which an Authenticating Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating
Agent.
  -53-






             An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company.
The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any
time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment
in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section.
            The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provision of Section 607.
            If an
appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication
in the following form:
           This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture.

	  
 	  CITIBANK, N.A.,
 
	  
 	  As Trustee
 
	  
 	  
 
	  
 	  By
 	  
 
	  
 	  
 	 
 
	  
 	   
 	  As Authenticating Agent
 
	  
 	   
 
	  
 	  By
 	  
 
	  
 	  
 	 
 
	  
 	  
 	  Authorized Officer
 

 
ARTICLE SEVEN
  
HOLDERS’ LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORS

	  Section 701.

 	     Company and the Guarantors to Furnish Trustee Names and Addresses of Holders.
 

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

	  
 	       (1)     semi-annually, not later than 15 days after each Regular Record Date for any 
 

  -54-







	  
 	  series of Securities at the time Outstanding (or after each date to be specified for such purpose for non-interest bearing Securities or contemplated by Section 301), a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series to the best knowledge of the Company and the Guarantors as of such Regular Record Date, and
 
	  
 	  
 
	  
 	       (2)     at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or
any Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;
 

 provided that no such
list need be furnished at any time when the Trustee is acting as Security Registrar.

	  Section 702.

 	     Preservation of Information; Communications to Holders.
 

            The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list
so furnished.
            The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the
Securities or any Guarantee, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.
            Every Holder of Securities, by receiving and holding the same, agrees with the Company, the Guarantors and the Trustee that neither the Company, the Guarantors nor
the Trustee nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

	  Section 703.

 	     Reports by Trustee.
 

            The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture
Act.  The Trustee’s report required under the Trust Indenture Act shall be transmitted on or before June 30 in each year following the date hereof commencing in 2003, so long as any Securities are outstanding hereunder and shall be dated
as of a date convenient to the Trustee no more than 60 nor less than 45 days prior to June 30 in such year.
           A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission, with the Company and with each Guarantor. The Company will promptly notify the Trustee in
writing or by facsimile when any Securities are listed on any stock exchange. 
  -55-







	  Section 704.

 	     Reports by Company and Guarantors.
 

            The Company and the Guarantors shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall also be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.
  
ARTICLE EIGHT
  
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

            Neither the Company nor any Guarantor shall consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and neither the Company nor any Guarantor shall permit any Person to consolidate with or merge into the Company or any Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to the
Company or any Guarantor, unless:

	  
 	      (1)     (i) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing, under the laws of Australia, any State thereof, the United States, any State thereof, or the District of Columbia, the United
Kingdom any county thereof or The Netherlands or any county thereof and (ii)  in case any Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any
Person, the Person formed by such consolidation or into which such Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of such Guarantor substantially as an entirety shall be a
corporation, partnership or trust, duly organized and validly existing under the laws of the applicable jurisdiction and such Person in either case (i) or (ii) above shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest (including all Additional Amounts, if any, payable pursuant to Section 1004 and subsection (3) below) on
all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and, in the case of a Guarantor, the due and punctual performance of the Guarantees and the performance
of every covenant of this Indenture on the part of such Guarantor to be performed or observed;
 
	  
 	  
 
	  
 	       (2)     immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of
the Company or any Guarantor as a result of such 
 

 -56-







	  
 	  transaction as having been incurred by the Company or such Guarantor at the time of such transaction, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be continuing;
 	 
 
	  
 	  
 	 
 
	  
 	       (3)     the Person formed by such consolidation or into which a Guarantor is merged or to whom a Guarantor has
conveyed, transferred or leased its properties or assets (if such Person is organized and validly existing under the laws of a jurisdiction other than the United States, any State thereof, or the District of Columbia, the United Kingdom, any county
thereof or The Netherlands or any county thereof or Australia or any State thereof) agrees to indemnify the Holder of each Security against (a) any tax, assessment or governmental charge imposed on any such Holder or required to be withheld or
deducted from any payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or lease; and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease; and
 	 
 
	  
 	  
 	 
 
	  
 	       (4)     the Company or applicable Guarantor, as the case may be, has delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.
 	 
 
	  
 	  
 	 
 
	 Section 802.
 	  
   Successor Substituted.
 
				

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

	  Section 803.
 	  
   Assumption by a Guarantor or Subsidiary of Company’s Obligations.
 

            Any Guarantor or any Subsidiary of a Guarantor may assume the obligations of the Company (or any Person which shall have previously assumed the obligations of the
Company) for the due and punctual payment of the principal of (and premium, if any), interest on and any other payments with respect to the Securities and the performance of every covenant of this Indenture and the Securities on the part of the
Company to be performed or observed, provided that:

	  
 	      (1)     Such Guarantor or Subsidiary, as the case may be, shall expressly assume such obligations by an indenture
supplemental hereto executed and delivered to the Trustee and if such Subsidiary assumes such obligations, the Guarantors shall, by such supplemental
 

  -57-







	  
 	  indenture, confirm that their Guarantees shall apply to such Subsidiary’s obligations under the Securities and this Indenture, as modified by such supplemental
indenture;
 
	  
 	  
 
	  
 	       (2)     Such Guarantor or Subsidiary, as the case may be, shall agree in such supplemental indenture, to the extent
provided in the Securities and subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which such Guarantor or such Subsidiary is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be
paid by such Guarantor or Subsidiary, as the case may be, to a Holder, who, with respect to any such taxes, assessments or other governmental charges, is not resident in such jurisdiction, such Guarantor or Subsidiary, as the case may be, will pay
to the Holder of a Security such Additional Amounts of interest as may be necessary in order that the net amounts paid to the Holder of such Security, after such deduction or withholding, shall not be less than the amounts specified in such Security
to which such Holder is entitled, except that no Additional Amounts shall be so payable for or on account of:
 
	  
 	  
 
	  
 	      (a)     any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any
present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing
jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having
been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment
on a date more than 30 days after the date on  which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
 
	  
 	  
 
	  
 	       (b)     any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental
charge;
 
	  
 	  
 
	  
 	       (c)     any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of
(or in respect of) principal of, premium, if any, or interest on, the Securities;
 
	  
 	  
 
	  
 	      (d)     any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by
the Holder or the beneficial owner of a Security with a request of the Company or the applicable Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or
(ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction
as a precondition to exemption from all or part of such tax, assessment or other governmental charge;
 

  -58-







	  
 	       (e)     any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the conclusions of ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;
 
	  
 	  
 
	  
 	       (f)     any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf
of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent in a member state of the European Union; or
 
	  
 	  
 
	  
 	      (g)     any withholding or deduction required to be paid on the interest (as defined in Section 128A(IAB) of the Income Tax
Assessment Act of 1936 of Australia (the “Australian Tax Act”) and which, among other things, includes amounts in the nature of, or in substitution for, interest) payable on the debt security because the Holder of a Security is an
“associate” of the Company (as that term is defined in section 128F(9) of the Australian Tax Act);
 
	  
 	  
 
	  
 	       (h)     any withholding or deduction for which a determination is made by the Australian Commissioner of Taxation that the
withholding or deduction is payable because the Holder has participated in a scheme to avoid withholding tax provided that neither the Company nor any Guarantor participated in or was a party to such scheme; or
 
	  
 	  
 
	  
 	       (i)     any combination of items (a), (b), (c), (d), (e), (f), (g) or (h);
 

  nor shall Additional Amounts be paid with respect to any payment of the principal of, premium, if any or any interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.

	  
 	      (3)     immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have occurred and be continuing; and
 
	  
 	  
 
	  
 	       (4)     such Guarantor or Subsidiary, as the case may be, shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that such assumption and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.



            Upon any such assumption, such Guarantor or Subsidiary shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such Guarantor or Subsidiary had been named as the  “Company” herein, and the Person named as the “Company” in the first paragraph of this instrument
or any successor Person which shall theretofore have become such in the manner prescribed in this Article shall be released from its liability as obligor upon the Securities.
  -59-






  
 ARTICLE NINE
 
 SUPPLEMENTAL INDENTURES

	  Section 901.

 	     Supplemental Indentures Without Consent of Holders.
 

           Without the consent of any Holders, the Company or any Guarantor, each when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

	  
 	       (1)     to evidence the succession of another Person to the Company or any Guarantor and the assumption by any such
successor of the covenants of the Company or any Guarantor herein and in the Securities or Guarantees; or
 
	  
 	  
 
	  
 	       (2)     to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if
such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or
any Guarantor; or
 
	  
 	  
 
	  
 	       (3)     to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if
such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or
 
	  
 	  
 
	  
 	      (4)     to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or
facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or
 
	  
 	  
 
	  
 	       (5)     to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of
Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or
 
	  
 	  
 
	  
 	       (6)     to secure the Securities; or
 
	  
 	  
 
	  
 	       (7)     to establish the form or terms of Securities of any series as permitted by Sections 201 and 301;
or
 
	  
 	  
 
	  
 	       (8)     to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 611; or
 

 -60-







	  
 	       (9)     to cure any ambiguity, to correct or supplement any provision herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of
the Holders of Securities of any series in any material respect.
 
	  
 	  
 
	  Section 902.

 	     Supplemental Indentures With Consent of Holders.
 
			

            With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of
each series affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantors and the Trustee, the Company or any Guarantor, each when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

	  
 	       (1)     change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change any obligation of  the Company or any Guarantor to pay Additional Amounts pursuant to Section 1004 (except as
contemplated by Section 801(1) and permitted by Section 901(1) or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or
 
	  
 	  
 
	  
 	      (2)     reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this
Indenture, or
 
	  
 	  
 
	  
 	       (3)     change any obligation of the Company or any Guarantor to maintain an office or agency in the places and for the
purposes specified in Section 1002, or
 
	  
 	  
 
	  
 	       (4)     modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of
Sections 611 and 901(8), or
 

  -61-







	  
 	      (5)     modify or affect in any manner adverse to the interests of the Holders of any Securities the terms and conditions
of the obligations of any Guarantor in respect of the due and punctual payment of the principal thereof (and, premium, if any) and interest, if any, thereon or any sinking fund payments provided in respect thereof.
 


 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities,
or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.
 
          It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

	  Section 903.

 	     Execution of Supplemental Indentures.
 

            In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, in addition to the documents required by Section 102, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

	 Section 904.

 	     Effect of Supplemental Indentures.
 

            Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

	  Section 905.

 	     Conformity with Trust Indenture Act.
 

            Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

	  S
ection 906.
 	     Reference in Securities to Supplemental Indentures.
 

            Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company and the Guarantors shall so determine, new Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company and the Guarantors, to any such supplemental indenture may be prepared and executed by the Company, the Guarantees of the Guarantors may be endorsed thereon and such securities may be authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.
 -62-






  
 ARTICLE TEN
 
 COVENANTS

	 
Section 1001.
 	    Payment of Principal, Premium and Interest.
 

            The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of and any premium and
interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

	 
Section 1002.
 	    Maintenance of Office or Agency.
 

            The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.

           The Guarantors will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment pursuant to any Guarantee and where notices and demands to or upon a Guarantor in respect of any Guarantee and this Indenture may be served.
            The Company and the Guarantors will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any
time the Company or any Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company and the Guarantors each hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.
           The Company or the Guarantors 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 or the Guarantors of its obligation to maintain
an office or agency in each Place of Payment for Securities of any series for such purposes. The Company or the Guarantors will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any
such other office or agency.

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

            If the Company or any Guarantor shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.
  -63-






             Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on the Business
Day prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.
           The Company will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will
(1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company or the Guarantors (or any other obligor upon the Securities of that series) in the
making of any payment in respect of the Securities of that series or any Guarantees, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that
series or such Guarantees.
            The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or
for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
            Any money deposited with the Trustee or any Paying Agent, or then held by the Company or any Guarantor, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company or a Guarantor) shall
be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantors for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause
to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

	 
Section 1004.
 	    Additional Amounts.
 

            All
payments of, or in respect of, principal of and any premium and interest on the Securities, and all payments pursuant to any Guarantee, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or (as the case may be)
  -64-






   any Guarantor is incorporated unless such taxes, duties, assessments or governmental charges are required by such jurisdiction (or any such subdivision or authority thereof or
therein) to be withheld or deducted.  In that event, the Company or such Guarantor, as applicable, will pay such additional amounts of, or in respect of, principal and any premium and interest (“Additional Amounts”) as will result
(after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such) in the payment to each Holder of a Security of the amounts which would have
been payable in respect of such Security or any Guarantee thereof, as the case may be, had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

	  
 	       (a)     any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of
any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing
jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having
been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security or a Guarantee (where presentation is
required) for payment on a date more than 30 days after the date on  which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
 
	  
 	  
 
	  
 	      (b)     any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental
charge;
 
	  
 	  
 
	  
 	       (c)     any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of
(or in respect of) principal of, premium, if any, or interest on, the Securities or the Guarantees;
 
	  
 	  
 
	  
 	       (d)     any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by
the Holder or the beneficial owner of a Security with a request of the Company or the applicable Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or
(ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction
as a precondition to exemption from all or part of such tax, assessment or other governmental charge;
 
	  
 	  
 
	  
 	       (e)     in the case of a payment made by BHP Billiton Finance (USA) Limited under a Security or by BHP Billiton Limited
under its Guarantees, any tax, assessment or other governmental charge imposed as a result of the Security or the Guarantee being presented for payment in Australia unless presentment could not have been made elsewhere;
 
	  
 	  
 
	  
 	      (f)     in the case of a payment made by BHP Billiton Plc under its Guarantees, any tax, assessment or other governmental
charge imposed as a result of the Security being presented
 

  -65-







	  
 	  for payment in the United Kingdom unless presentment could not have been made elsewhere;
 
	  
 	  
 
	  
 	       (g)     any withholding or deduction imposed on a payment to an individual which is required to be made pursuant to any
European Union Directive on the taxation of savings implementing the conclusions of ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive;
 
	  
 	  
 
	  
 	       (h)     any withholding or deduction required to be made with respect to a Security or Guarantee presented for payment by
or on behalf of a Holder of such Security or Guarantee who would have been able to avoid such withholding or deduction by presenting the relevant Security or Guarantee to another Paying Agent in a member state of the European Union; or


	  
 	  
 
	  
 	      (i)     any withholding or deduction required to be paid on the interest (as defined in Section 128A(IAB) of the Income Tax
Assessment Act of 1936 of Australia (the “Australian Tax Act”) and which, among other things, includes amounts in the nature of, or in substitution for, interest) payable on the debt security because the Holder of a Security is an
“associate” of the Company (as that term is defined in section 128F(9) of the Australian Tax Act);
 
	  
 	  
 
	  
 	       (j)     any withholding or deduction for which a determination is made by the Australian Commissioner of Taxation that the
withholding or deduction is payable because the Holder has participated in a scheme to avoid withholding tax provided that neither the Company nor any Guarantor participated in or was a party to such scheme; or
 
	  
 	  
 
	  
 	       (k)      any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i) or (j);
 

 
nor shall Additional Amounts be paid with respect to any payment of the principal of, premium, if any or any interest on any Security or any Guarantee to any Holder who is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a
beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security.
           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 any payments pursuant to a Guarantee thereof or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this
Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.
  -66-







	 
Section 1005.
 	    Statement by Officers as to Default.
 

            The Company and the Guarantors each will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company or applicable Guarantor ending
after the date hereof, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Company or the Guarantor, as the case may be, is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company or applicable Guarantor shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge.

	 
Section 1006.
 	    Existence.
 

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

	 
Section 1007.
 	    Payment of Taxes and Other Claims.
 

            The Company and the Guarantors will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any of its Subsidiaries or upon its or any of its Subsidiaries’ income, profits or property, and (2) all lawful claims for labor, materials and supplies which,  if unpaid, might by law
become a lien upon its or any of its Subsidiaries’ property, provided, however, that the Company and the Guarantors shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

	 
Section 1008.
 	    Limitations on Liens.
 

            So
long as any of the Securities of a particular series of debt securities are Outstanding, the Guarantors shall not, and the Guarantors shall not permit the Company to, create, incur, assume or suffer to exist any Liens (except for Permitted Liens)
upon any of their respective Property (whether owned as of the date of this Indenture or thereafter acquired) to secure any present or future indebtedness for borrowed money without making, or causing the Company to make, effective provision whereby
all the Securities shall be directly secured equally and ratably with such indebtedness for borrowed money, so long as such indebtedness for borrowed money shall be so secured.
           Notwithstanding the foregoing, the Company and any Guarantor may at any time create, incur, assume or suffer to exist any Lien on their respective Property, assets or
income or profit therefrom if at such time the amount of the liability or obligation secured by such Lien, together with all liabilities or obligations secured by all such Liens existing at such time, does not exceed 10% of Net Tangible
Assets.  Nothing herein shall restrict the ability of Subsidiaries of either Guarantor (other than the Company) to create, incur, assume or suffer to exist any Liens.

	 
Section 1009.
 	    Limitation on Sales and Leasebacks.
 

            So long as any of the Securities are Outstanding, the Guarantors shall not, and shall not
  -67-






   permit the Company to, enter into any arrangement with any bank, insurance company or other lender or investor (not including any Guarantor or the Company), or to which any
such lender or investor is a party, providing for the leasing by any Guarantor or the Company for a period, including renewals, in excess of three years of any Property which has been owned by any Guarantor or the Company for more than six months
and which has been or is to be sold or transferred by any Guarantor or the Company to such lender or investor or, as a part of such arrangement, to any Person to whom funds have been or are to be advanced by such lender or investor on the security
of such Property (herein referred to as a “sale and leaseback transaction”) unless either:

	  
 	       (1)     any Guarantor or the Company could create indebtedness secured by a Lien pursuant to Section 1008 on the Property
to be leased back in an amount equal to the indebtedness attributable to such sale and leaseback transaction without equally and ratably securing the Securities of any series; or
 
	  
 	  
 
	  
 	      (2)     any Guarantor or the Company, within one year after the sale or transfer will have been made by any Guarantor or
the Company, applies an amount equal to the greater of (i) the net proceeds of the sale of the Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the Property so sold and leased back at the time of entering
into such arrangement (as determined by any two executive officers and/or Directors of such Guarantor) to (A) the retirement of indebtedness for money borrowed, incurred or assumed by such Guarantor or the Company 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 indebtedness or (B) investment in any Property of such Guarantor or the Company.
 

            Nothing herein shall restrict the ability of any Subsidiaries of any Guarantor (other than the Company) to enter into sale and
leaseback transactions.

	 
Section 1010.
 	    Waiver of Certain Covenants.
 

            Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company and the Guarantors may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such series or in Article Eight or
any of Sections 1004, 1006, 1007, 1008 or 1009 if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the Guarantors and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.
 -68-






  
 ARTICLE ELEVEN
 
 REDEMPTION OF SECURITIES

	 
Section 1101.
 	    Applicability of Article.
 

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

	 
Section 1102.
 	    Election to Redeem; Notice to Trustee.
 

            The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for
such Securities. In case of any redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such restriction.

	 
Section 1103.
 	    Selection by Trustee of Securities to Be Redeemed.
 

            If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the
principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed
(unless such redemption affects only a single Security), 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 specified
tenor not previously called for redemption in accordance with the preceding sentence.
            The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.
  -69-






             The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a
single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less
than the minimum authorized denomination) for such Security.
           For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

	 
Section 1104.
 	    Notice of Redemption.
 

            Notice of redemption shall be given 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 (or, in the case of a Global Security, the Depositary or its designated nominee) to be redeemed, at the Holder’s address appearing in the Security Register.
            All notices of redemption shall identify the Securities to be redeemed (indicating CUSIP Number, if any) and shall state:

	  
 	       (1)     the Redemption Date,
 
	  
 	  
 
	  
 	       (2)     the Redemption Price plus accrued interest, if any,
 
	  
 	  
 
	  
 	       (3)     if less than all the Outstanding Securities of any series consisting of more than a single Security are to be
redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single
Security are to be redeemed, the principal amount of the particular Security to be redeemed,
 
	  
 	  
 
	  
 	      (4)     that on the Redemption Date the Redemption Price, plus accrued interest, if any, will become due and payable upon
each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,
 
	  
 	  
 
	  
 	       (5)     the place or places where each such Security is to be surrendered for payment of the Redemption Price, plus
accrued interest, if any, and
 
	  
 	  
 
	  
 	       (6)     that the redemption is for a sinking fund, if such is the case.
 

            Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in
the name and at the expense of the Company and shall be irrevocable.

	 
Section 1105.
 	    Deposit of Redemption Price.
 

            Prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company or any
Guarantor is acting 
 -70-






   as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. 

	 
Section 1106.
 	    Securities Payable on Redemption Date.
 

            Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301,
installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.
            If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

	 
Section 1107.
 	    Securities Redeemed in Part.
 

           Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his or her attorney duly authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, 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.
  -71-







	 
Section 1108.
 	    Optional Redemption Due to Changes in Tax Treatment.
 

            Each series of Securities may be redeemed at the option of the Company or any Guarantor in whole but not in part at any time (except in the case of Securities that
have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a redemption price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original
Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities) if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder  of the
jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the Company or any Guarantor is incorporated or any change in the official application or interpretation of such laws, regulations or rulings, or any
change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction (or such political subdivision or taxing authority) is a party, which change,
execution or amendment becomes effective on or after the date specified for such series pursuant to Section 301(7), (i) the Company or the relevant Guarantor (or such Subsidiary) is or would be required to pay Additional Amounts with respect to the
Securities or the Guarantees, as the case may be, as described in Section 205 or (ii) the relevant Guarantor or any Subsidiary of any Guarantor is or would be required to deduct or withhold tax on any payment to the Company (or such Subsidiary) to
enable the Company (or such Subsidiary) to make any payment of principal, premium, if any, or interest and, in each case, the payment of such Additional Amounts in the case of (i) above or such deductions or withholding in the case of (ii) above
cannot be avoided by the use of any reasonable measures available to the Company, any Guarantor or the Subsidiary.  Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Company or the relevant Guarantor
(or such Subsidiary) will deliver to the Trustee an Officer’s Certificate, stating that the Company or the relevant Guarantor (or such Subsidiary) is entitled to effect such redemption and setting forth in reasonable detail a statement of
circumstances showing that the conditions precedent to the right of the Company or the relevant Guarantor (or such Subsidiary) to redeem such Securities pursuant to this Section has been satisfied.
           Further, if pursuant to Section 801(3) of this Indenture, a Person has been or would be required to pay any Additional Amounts as therein provided, each series of
Securities may be redeemed at the option of such Person in whole, but not in part, at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date), at a redemption price equal
to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of
Securities).  Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, such Person will deliver to the Trustee an Officer’s Certificate, stating that such Person is entitled to effect such redemption and
setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of such Person to redeem such Securities pursuant to this Section has been satisfied.
  -72-






  
 ARTICLE TWELVE
 
 SINKING FUNDS

	 
Section 1201.
 	    Applicability of Article.
 

            The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by
Section 301 for such Securities.
            The minimum amount of any sinking fund payment provided for by the terms of any 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 such Securities is herein referred to as an “optional sinking fund payment”. If
provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

	 
Section 1202.
 	    Satisfaction of Sinking Fund Payments with Securities.
 

            The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of
a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided
that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

	 
Section 1203.
 	    Redemption of Securities for Sinking Fund.
 

            Not less than 60 days prior to each sinking fund payment date for any Securities, the Company  will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, 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 delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 50 days prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.
 -73-






  
 ARTICLE THIRTEEN
 
 DEFEASANCE AND COVENANT DEFEASANCE

	 
Section 1301.
 	    Option of Company or Guarantors to Effect Defeasance or Covenant Defeasance.
 

            The Company or any Guarantor may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the
conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. 

	 
Section 1302.
 	    Defeasance and Discharge.
 

            Upon the exercise by the Company or any Guarantor of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may
be, the Company and the Guarantors shall be deemed to have been discharged from all their respective obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have
satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company and the Guarantors, shall execute proper instruments prepared by the Company
acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as
more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the obligations of the Company and the Guarantors with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1004, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and
(4) this Article. Subject to compliance with this Article, the Company or any Guarantor may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have
Section 1303 applied to such Securities.

	 Section
 1303.
 	    Covenant Defeasance.
 

            Upon exercise by the Company or any Guarantor of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be,
(1) the Company and the Guarantors shall be released from their obligations under Section 801(3), Sections 1006 through 1009 inclusive, and any covenants provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of
the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3), Sections 1006 through 1009 inclusive, and any such covenants provided pursuant to
Section 301(19), 901(2) or 901(7)), 501(5) shall be deemed not to be or result in an Event of Default, in each case with respect to
  -74-






   such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant
Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth
in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any
other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 

	 
Section 1304.
 	    Conditions to Defeasance or Covenant Defeasance.
 

           The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may
be:

	  
 	       (1)     The Company or any Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof
in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a firm of independent public accountants
nationally recognized in the United States obtained at the expense of the Company or any Guarantor expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such
other qualifying trustee) to pay and discharge, (i) the principal of and any premium and interest on such Securities on the respective Stated Maturities and (ii) any mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities on the day on which such payments are due and payable, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option
of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) or trust company as custodian with respect to any U.S. Government Obligation which is specified in Clause (x)
above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.
 

 -75-







	  
 	       (2)     In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the
case may be, the Company or a Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company or a Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling or
(B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not
recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to U.S. Federal income tax on the same amount, in the same manner and
at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.
 
	  
 	  
 
	  
 	       (3)     In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the
case may be, the Company or a Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to
occur.
 
	  
 	  
 
	  
 	      (4)     The Company or any Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that such
deposit, Defeasance and discharge, or such deposit and Covenant Defeasance, as the case may be, will not cause the Holders of such Securities to recognize income, gain or loss for Australian or United Kingdom tax purposes and to the effect that all
payments out of the trust fund will be made free and exempt from any and all withholding or other income taxes of whatever nature of Australia or the United Kingdom or any political subdivision or taxing authority thereof or therein.


	  
 	  
 
	  
 	       (5)     The Company or a Guarantor shall have delivered to the Trustee an Officer’s Certificate to the effect that
neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.
 
	  
 	  
 
	  
 	       (6)     No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such
Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(6) through 501(11), at any time on or prior to the 90th day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).
 
	  
 	  
 
	  
 	       (7)     Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the
meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).
 
	  
 	  
 
	  
 	      (8)     Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Company or any Guarantor is a party or by which it is bound.
 

  -76-







	  
 	       (9)     Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit
constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.
 
	  
 	  
 
	  
 	       (10)   The Company or a Guarantor shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.
 
	  
 	  
 
	 
Section 1305.
 	    Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.
 
			

           Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company or any Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so
held in trust need not be segregated from other funds except to the extent required by law.
            The Company or any Guarantor shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding Securities. 
            Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company or any Guarantor from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in
the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the
Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities. 

	 
Section 1306.
 	    Reinstatement.
 

           If the
Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations under this Indenture and such Securities from which the Company and the Guarantors have been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this
Article;
  -77-






   provided, however, that if the Company or any Guarantor makes any payment of principal of or any premium or interest on any such Security following such reinstatement
of its obligations, the Company and the Guarantors shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 
  -78-






             This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the same instrument.
            In Witness Whereof, the parties hereto
have caused this Indenture to be duly executed all as of the day and year first above written.

	  
 	  BHP BILLITON FINANCE (USA) LIMITED
 	  
 
	  
 	  
 	  
 
	  
 	 as Issuer
 	  
 
	  
 	  
 	  
 
	  
 	  By
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Title:
 	  
 
	  
 	  Name:
 	  
 
	  
 	  
 	  
 
	  
 	  Attest:
 	  
 
	  
 	  
 	  
 
	  
 	  By
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Title:
 	  
 
	  
 	  Name:
 	  
 
	  
 	  
 	  
 
	  
 	  
 	  
 
	  
 	  BHP BILLITON Plc
 	  
 
	  
 	  
 	  
 
	  
 	  as Guarantor
 	  
 
	  
 	  
 	  
 
	  
 	  By
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	 Title:
 	  
 
	  
 	  Name:
 	  
 
	  
 	  
 	  
 
	  
 	  Attest:
 	  
 
	  
 	  
 	  
 
	  
 	  By
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Title:
 	  
 
	  
 	  Name:
 	  
 
	  
 	  
 	  
 
	  
 	  
 	  
 
	  
 	 BHP BILLITON LIMITED
 	  
 
	  
 	  
 	  
 
	  
 	  as Guarantor
 	  
 
	  
 	  
 	  
 
	  
 	  By
 	  
 	  
 
	  
 	  
 	 
 	  
 
	  
 	  Title:
 	  
 
	  
 	  Name:
 	  
 

 -79-







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

 -80-