exv4w1






Exhibit 4.1




NOBLE ENERGY, INC.




TO




WELLS FARGO BANK, NATIONAL ASSOCIATION,




as Trustee




INDENTURE




Dated as of February 27, 2009





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01 Rules of Interpretation; Definitions
	 	 	1	 
	SECTION 1.02 Compliance Certificates and Opinions
	 	 	10	 
	SECTION 1.03 Form of Documents Delivered to Trustee
	 	 	10	 
	SECTION 1.04 Acts of Holders
	 	 	11	 
	SECTION 1.05 Notices, Etc. to Trustee and Company
	 	 	13	 
	SECTION 1.06 Notice to Holders of Debt Securities; Waiver
	 	 	13	 
	SECTION 1.07 Conflict with Trust Indenture Act
	 	 	14	 
	SECTION 1.08 Effect of Headings and Table of Contents
	 	 	14	 
	SECTION 1.09 Successors and Assigns
	 	 	14	 
	SECTION 1.10 Separability Clause
	 	 	14	 
	SECTION 1.11 Benefits of Indenture
	 	 	14	 
	SECTION 1.12 Governing Law
	 	 	14	 
	SECTION 1.13 Legal Holidays
	 	 	15	 
	 
	 	 	 	 
	ARTICLE II DEBT SECURITY FORMS
	 	 	15	 
	 
	 	 	 	 
	SECTION 2.01 Forms Generally
	 	 	15	 
	SECTION 2.02 Form of Trustee’s Certificate of Authentication
	 	 	15	 
	SECTION 2.03 Debt Securities Issuable in the Form of a Global Security
	 	 	16	 
	 
	 	 	 	 
	ARTICLE III THE DEBT SECURITIES
	 	 	18	 
	 
	 	 	 	 
	SECTION 3.01 Amount Unlimited; Issuable in Series
	 	 	18	 
	SECTION 3.02 Denominations
	 	 	22	 
	SECTION 3.03 Execution, Authentication, Delivery and Dating
	 	 	22	 
	SECTION 3.04 Temporary Debt Securities
	 	 	24	 
	SECTION 3.05 Registration, Registration of Transfer and Exchange
	 	 	25	 
	SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Debt Securities
	 	 	26	 
	SECTION 3.07 Payment of Interest; Interest Rights Preserved
	 	 	27	 
	SECTION 3.08 Persons Deemed Owners
	 	 	28	 
	SECTION 3.09 Cancellation by Debt Security Registrar
	 	 	28	 
	SECTION 3.10 Computation of Interest
	 	 	29	 
	SECTION 3.11 Payment to be in Proper Currency
	 	 	29	 






i









 







	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	SECTION 3.12 CUSIP Numbers
	 	 	29	 
	 
	 	 	 	 
	ARTICLE IV REDEMPTION OF DEBT SECURITIES
	 	 	29	 
	 
	 	 	 	 
	SECTION 4.01 Applicability of Article
	 	 	29	 
	SECTION 4.02 Election to Redeem; Notice to Trustee
	 	 	30	 
	SECTION 4.03 Selection of Debt Securities to be Redeemed
	 	 	30	 
	SECTION 4.04 Notice of Redemption
	 	 	31	 
	SECTION 4.05 Debt Securities Payable on Redemption Date
	 	 	31	 
	SECTION 4.06 Debt Securities Redeemed in Part
	 	 	32	 
	SECTION 4.07 Purchase of Debt Securities
	 	 	32	 
	 
	 	 	 	 
	ARTICLE V SINKING FUNDS
	 	 	32	 
	 
	 	 	 	 
	SECTION 5.01 Applicability of Article
	 	 	32	 
	SECTION 5.02 Satisfaction of Sinking Fund Payments with Debt Securities
	 	 	33	 
	SECTION 5.03 Redemption of Debt Securities for Sinking Fund
	 	 	33	 
	 
	 	 	 	 
	ARTICLE VI COVENANTS
	 	 	34	 
	 
	 	 	 	 
	SECTION 6.01 Payment of Principal, Premium and Interest
	 	 	34	 
	SECTION 6.02 Maintenance of Office or Agency
	 	 	34	 
	SECTION 6.03 Money for Debt Securities Payments to be Held in Trust
	 	 	35	 
	SECTION 6.04 Corporate Existence
	 	 	36	 
	SECTION 6.05 Annual Officer’s Certificate as to Compliance
	 	 	36	 
	SECTION 6.06 Limitation on Liens
	 	 	36	 
	SECTION 6.07 Waiver of Certain Covenants
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VII SATISFACTION AND DISCHARGE
	 	 	39	 
	 
	 	 	 	 
	SECTION 7.01 Satisfaction and Discharge of Indenture
	 	 	39	 
	SECTION 7.02 Application of Trust Money
	 	 	40	 
	SECTION 7.03 Reinstatement
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT; REMEDIES
	 	 	40	 
	 
	 	 	 	 
	SECTION 8.01 Events of Default
	 	 	40	 
	SECTION 8.02 Acceleration of Maturity; Rescission and Annulment
	 	 	42	 
	SECTION 8.03 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	43	 
	SECTION 8.04 Trustee May File Proofs of Claim
	 	 	43	 
	SECTION 8.05 Trustee May Enforce Claims Without Possession of Debt Securities
	 	 	44	 
	SECTION 8.06 Application of Money Collected
	 	 	44	 
	SECTION 8.07 Limitation on Suits
	 	 	45	 






ii









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	SECTION 8.08 Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	45	 
	SECTION 8.09 Restoration of Rights and Remedies
	 	 	45	 
	SECTION 8.10 Rights and Remedies Cumulative
	 	 	46	 
	SECTION 8.11 Delay or Omission Not Waiver
	 	 	46	 
	SECTION 8.12 Control by Holders of Debt Securities
	 	 	46	 
	SECTION 8.13 Waiver of Past Defaults
	 	 	47	 
	SECTION 8.14 Undertaking for Costs
	 	 	47	 
	SECTION 8.15 Waiver of Stay or Extension Laws
	 	 	47	 
	 
	 	 	 	 
	ARTICLE IX THE TRUSTEE
	 	 	48	 
	 
	 	 	 	 
	SECTION 9.01 Certain Duties and Responsibilities
	 	 	48	 
	SECTION 9.02 Notice of Defaults
	 	 	49	 
	SECTION 9.03 Certain Rights of Trustee
	 	 	49	 
	SECTION 9.04 Not Responsible for Recitals or Issuance of Debt Securities
	 	 	50	 
	SECTION 9.05 May Hold Debt Securities
	 	 	51	 
	SECTION 9.06 Money Held in Trust
	 	 	51	 
	SECTION 9.07 Compensation and Reimbursement
	 	 	51	 
	SECTION 9.08 Disqualification; Conflicting Interests
	 	 	52	 
	SECTION 9.09 Corporate Trustee Required; Eligibility
	 	 	52	 
	SECTION 9.10 Resignation and Removal; Appointment of Successor
	 	 	53	 
	SECTION 9.11 Acceptance of Appointment by Successor
	 	 	54	 
	SECTION 9.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	55	 
	SECTION 9.13 Preferential Collection of Claims Against Company
	 	 	56	 
	SECTION 9.14 Co-trustees and Separate Trustees
	 	 	56	 
	SECTION 9.15 Appointment of Authenticating Agent
	 	 	57	 
	 
	 	 	 	 
	ARTICLE X HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	59	 
	 
	 	 	 	 
	SECTION 10.01 Lists of Holders
	 	 	59	 
	SECTION 10.02 Reports by Trustee
	 	 	59	 
	SECTION 10.03 Reports by Company
	 	 	59	 
	 
	 	 	 	 
	ARTICLE XI CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER
	 	 	60	 
	 
	 	 	 	 
	SECTION 11.01 Company May Consolidate, Etc., Only on Certain Terms
	 	 	60	 
	SECTION 11.02 Successor Person Substituted
	 	 	60	 
	 
	 	 	 	 
	ARTICLE XII SUPPLEMENTAL INDENTURES
	 	 	61	 






iii









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	SECTION 12.01 Supplemental Indentures Without Consent of Holders
	 	 	61	 
	SECTION 12.02 Supplemental Indentures With Consent of Holders
	 	 	62	 
	SECTION 12.03 Execution of Supplemental Indentures
	 	 	63	 
	SECTION 12.04 Effect of Supplemental Indentures
	 	 	64	 
	SECTION 12.05 Conformity With Trust Indenture Act
	 	 	64	 
	SECTION 12.06 Reference in Debt Securities to Supplemental Indentures
	 	 	64	 
	SECTION 12.07 Execution of Supplemental Indentures
	 	 	64	 
	 
	 	 	 	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
	 	 	64	 
	 
	 	 	 	 
	SECTION 13.01 Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	64	 
	SECTION 13.02 Defeasance and Discharge
	 	 	65	 
	SECTION 13.03 Covenant Defeasance
	 	 	65	 
	SECTION 13.04 Conditions to Defeasance or Covenant Defeasance
	 	 	66	 
	SECTION 13.05 Deposited Money and Government Obligations To Be Held In Trust; Other Miscellaneous
Provisions
	 	 	67	 
	SECTION 13.06 Reinstatement
	 	 	68	 
	 
	 	 	 	 
	ARTICLE XIV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	 	 	68	 
	 
	 	 	 	 
	SECTION 14.01 Liability Solely Corporate
	 	 	68	 






iv









 





     INDENTURE, dated as of February 27, 2009, between NOBLE ENERGY, INC., a corporation duly
organized and existing under the laws of the State of Delaware (the “Company”), having its
principal office at 100 Glenborough Drive, Suite 100, Houston, Texas 77067-3610, and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, having its principal corporate trust
office at 201 Main Street, Suite 301, Fort Worth, Texas 76102, as Trustee (as further defined in
Section 1.01, the “Trustee”).



RECITAL 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 debentures, notes or other evidences of indebtedness (herein
called the “Debt Securities”) in an unlimited aggregate principal amount, to be issued in one or
more series as contemplated herein; and all acts necessary to make this Indenture a valid and
legally binding agreement of the Company have been performed.



     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires, capitalized terms used herein shall have the meanings assigned to them
in Article I of this Indenture.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Debt Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Debt Securities or of series thereof, as follows:



ARTICLE I




DEFINITIONS AND OTHER

PROVISIONS OF GENERAL APPLICATION




     SECTION 1.01 Rules of Interpretation; Definitions.



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




     (a) the terms defined in this Article I have the meanings assigned to them in this
Article I and include the plural as well as the singular, and, whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms;




     (b) all terms used herein without definition which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them therein;




     (c) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;



 









 






     (d) 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;




     (e) the words “include,” “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”;




     (f) the word “will” shall be construed to have the same meaning and effect as the word
“shall,” unless the context requires otherwise;




     (g) any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, restated, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein);




     (h) unless otherwise specified, any reference herein to any Person shall be construed
to include such Person’s successors and assigns;




     (i) all references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, this
Indenture;




     (j) any reference to any law herein shall, unless otherwise specified, refer to such
law as amended, modified or supplemented from time to time;




     (k) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights;\




     (l) except as specified otherwise, references to any document, instrument, or agreement
shall include:




     (i) all exhibits, schedules, and other attachments thereto, and




     (ii) all documents, instruments, or agreements issued or executed in
replacement thereof;




     (m) the phrases “this Section” and “this subsection” and similar phrases refer only to
the section or subsection hereof in which such phrases occur; and




     (n) the word “or” is not exclusive.



     Certain terms, used in certain Articles, are defined in those Articles.



     “Act,” when used with respect to any Holder of a Debt Security, has the meaning specified in
Section 1.04.



2









 





     “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 (other than the Company or an Affiliate of the
Company) authorized by the Trustee pursuant to Section 9.15 to act on behalf of the Trustee to
authenticate one or more series of Debt Securities or any Tranche thereof.



     “Authorized Officer” means the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, the Treasurer, the Secretary, any Vice President or any
other duly authorized officer of the Company.



     “Board of Directors” means either the board of directors of the Company or any committee
thereof duly authorized to act or any director or directors and/or officer or officers of the
Company to whom that board or committee shall have duly delegated its authority in respect of
matters relating to this Indenture.



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



     “Business Day,” when used with respect to a Place of Payment or any other particular location
specified in the Debt Securities or this Indenture, means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies in such Place of Payment or
other location are generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 3.01.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the date of execution
and delivery of this Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body, if any, performing such duties at such
time.



     “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 applicable provisions of this
Indenture, and thereafter the “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 an Authorized Officer and delivered to the Trustee.



     “Consolidated Net Tangible Assets” means the total of all assets included in a consolidated
balance sheet of the Company and its Restricted Subsidiaries, prepared in accordance with GAAP (and
as of a date not more than 90 days prior to the date as of which Consolidated Net Tangible Assets
are to be determined), less the sum of the following items each as included in such balance sheet:



3









 






     (a) all current liabilities;




     (b) all depreciation, depletion, valuation and other reserves;




     (c) all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles;




     (d) investments in and advances to Subsidiaries that are not Restricted Subsidiaries;
and




     (e) minority interests in the equity of Restricted Subsidiaries.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date of execution
and delivery of this Indenture is located at 201 Main Street, Suite 301, Fort Worth, Texas 76102,
Attention: Corporate Trust Services.



     “Corporation” means a corporation, association, partnership, company, limited liability
company, joint stock company, business trust or equivalent type of any such entity formed under the
laws of any jurisdiction.



     “Covenant Defeasance” has the meaning specified in Section 13.03.



     “Debt” has the meaning specified in Section 6.06.



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



     “Debt Security Register” and “Debt Security Registrar” have the respective meanings specified
in Section 3.05.



     “Defaulted Interest” has the meaning specified in Section 3.07.



     “Defeasance” has the meaning specified in Section 13.02.



     “Defeasible Series” has the meaning specified in Section 13.01.



     “Depositary” means, with respect to Debt Securities of any series, for which the Company shall
determine that such Debt Securities will be issued in the form of one or more Global Securities,
The Depository Trust Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Exchange Act or other applicable statute or regulation,
which, in each case, shall be designated by the Company pursuant to Section 2.03(c).



     “Discount Debt Security” means any Debt 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 8.02. “Interest” with respect to a Discount Debt Security means
interest, if any, borne by such Debt Security at a Stated Interest Rate.



4









 





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



     “Eligible Obligations” means:




     (a) with respect to Debt Securities denominated in Dollars, Government Obligations; and




     (b) with respect to Debt Securities denominated in a currency other than Dollars or in a
composite currency, such other obligations or instruments as shall be specified with respect to
such Debt Securities, as contemplated by Section 3.01.



     “Event of Default” has the meaning specified in Section 8.01.



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



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



     “Global Security” means a Debt Security executed by the Company and delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this
Indenture, which shall be registered in the name of the Depositary or its nominee.



     “Government Obligations” means:




     (f) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States entitled to the benefit of the full faith
and credit thereof; and




     (g) certificates, depositary receipts or other instruments which evidence a direct
ownership interest in obligations described in clause (a) above or in any specific interest
or principal payments due in respect thereof; provided however, that the custodian of such
obligations or specific interest or principal payments shall be a bank or trust company
(which may include the Trustee or any Paying Agent) subject to federal or state supervision
or examination with a combined capital and surplus of at least $100,000,000; and provided
further, that except as may be otherwise required by law, such custodian shall be obligated
to pay to the holders of such certificates, depositary receipts or other instruments the
full amount received by such custodian in respect of such obligations or specific payments
and shall not be permitted to make any deduction therefrom.



     “Governmental Authority” means the government of the United States or of any State or
Territory thereof or of the District of Columbia or of any county, municipality or other political



5









 







subdivision of any thereof, or any department, agency, authority or other instrumentality of
any of the foregoing.



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



     “Hydrocarbons” means oil, gas and other liquid or gaseous hydrocarbons.



     “Indenture” means this instrument as originally executed and delivered and as it may from time
to time be supplemented or amended by one or more indentures or Officers’ Certificates supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Debt Securities established as contemplated by Section 3.01; provided however,
that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture”
shall mean, with respect to any one or more series of Debt Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of the series of Debt Securities for which such
Person is Trustee established as contemplated by Section 3.01, exclusive, however, of any
provisions or terms that relate solely to other series of Debt Securities for which such Person is
not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as such Trustee, was
not a party.



     “Interest Payment Date,” when used with respect to any Debt Security, means the Stated
Maturity of an installment of interest on such Debt Security.



     “Investment Company Act” means the Investment Company Act of 1940, as amended.



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



     “Mineral Interests” mean leasehold and other interests of the Company or a Restricted
Subsidiary in or under oil, gas or other Hydrocarbon fee interests, overriding royalty and royalty
interests and any other interest in Hydrocarbons in place, wherever located, and classified by the
Board of Directors of the Company as capable of producing Hydrocarbons by the Company or a
Restricted Subsidiary, except any Mineral Interest which in the opinion of the Board of Directors
of the Company is not of material importance to the total business conducted by the Company and its
Restricted Subsidiaries.



     “Mortgage” means any mortgage, pledge, lien, security interest, charge, conditional sale or
other title retention agreement or other similar encumbrance.



     “Officers’ Certificate” means a certificate signed by any two Authorized Officers and
delivered to the Trustee.



6









 





     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of the
Company.



     “Outstanding,” when used with respect to Debt Securities, means, as of the date of
determination, all Debt Securities theretofore authenticated and delivered under this Indenture,
except:




     (h) Debt Securities theretofore canceled by the Trustee or the Debt Security Registrar
or delivered to the Trustee or the Debt Security Registrar for cancellation;




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




     (j) Debt Securities as to which defeasance has been effective pursuant to Section
13.02; and




     (k) Debt Securities which have been paid pursuant to Section 3.06 or in exchange for or
in lieu of which other Debt Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Debt Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it and the Company that such Debt
Securities are held by a bona fide purchaser or purchasers in whose hands such Debt
Securities are valid obligations of the Company;


provided however, that in determining whether or not the Holders of the requisite principal amount
of the Debt Securities Outstanding under this Indenture, or the Outstanding Debt Securities of any
series or Tranche, have given any request, demand, authorization, direction, notice, consent or
waiver hereunder:





     (x) Debt Securities owned by the Company or any other obligor upon the Debt Securities
or any Affiliate of the Company or of such other obligor (unless the Company, such Affiliate
or such obligor owns all Debt Securities Outstanding under this Indenture, or all
Outstanding Debt Securities of that series or Tranche, as the case may be, determined
without regard to this clause (x)) shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Debt Securities
which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded;
provided however, that Debt 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 Debt Securities and that the pledgee is not
the Company or any other obligor upon the Debt Securities or any Affiliate of the Company or
of such other obligor; and



7









 






     (y) the principal amount of a Discount Debt Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 8.02; provided further, that, in the case of any Debt
Security, the principal of which is payable from time to time without presentment or
surrender, the principal amount of such Debt Security that shall be deemed to be Outstanding
at any time for all purposes of this Indenture shall be the original principal amount
thereof less the aggregate amount of principal thereof theretofore paid.



     “Paying Agent” means any Person, including the Company, authorized by the Company to pay the
principal of and premium, if any, or interest, if any, on any Debt Securities on behalf of the
Company.



     “Periodic Offering” means an offering of Debt Securities of a series from time to time any or
all of the specific terms of which Debt Securities, including the rate or rates of interest, if
any, thereon, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the issuance of such Debt
Securities.



     “Person” means any individual, Corporation, joint venture, trust or unincorporated
organization or any Governmental Authority.



     “Place of Payment,” when used with respect to the Debt Securities of any series, or Tranche
thereof, means the place or places, specified as contemplated by Section 3.01, at which, subject to
Section 6.02, principal of and premium, if any, and interest, if any, on the Debt Securities of
that series or Tranche are payable.



     “Predecessor Debt Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Debt Security;
and, for the purposes of this definition, any Debt Security authenticated and delivered under
Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security
shall be deemed (to the extent lawful) to evidence the same debt as the mutilated, destroyed, lost
or stolen Debt Security.



     “Redemption Date,” when used with respect to any Debt 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 Debt 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 Debt
Securities of any series means the date specified for that purpose as contemplated by Section 3.01.



     “Required Currency” has the meaning specified in Section 3.11.



8









 





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



     “Restricted Subsidiary” means any Subsidiary the assets of which comprise in excess of 15% of
total consolidated assets of the Company and its consolidated Subsidiaries as included in the
latest audited consolidated balance sheet contained in the latest annual report sent to the
Company’s shareholders.



     “Special Record Date” has the meaning specified in Section 3.07.



     “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its
terms is stated to bear interest. Any calculation or other determination to be made under this
Indenture by reference to the Stated Interest Rate on a Debt Security shall be made without regard
to the effective interest cost to the Company of such Debt Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other indebtedness in respect
of which the Company’s obligations are evidenced or secured in whole or in part by such Debt
Security.



     “Stated Maturity,” when used with respect to any obligation or any installment of principal
thereof or interest thereon, means the date on which the principal of such obligation or such
installment of principal or interest is stated to be due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).



     “Subsidiary” means a Corporation more than 50% of the outstanding voting stock or other voting
or managing ownership interest of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes
of this definition, “voting stock” means stock which ordinarily has voting power for the election
of directors, whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.



     “Tranche” means a group of Debt Securities which (a) are of the same series and (b) have
identical terms except as to principal amount.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force and effect as of the
date of execution of this Indenture; provided however, that in the event the Trust Indenture Act of
1939 is succeeded by another statute or is amended after such date, “Trust Indenture Act” shall
mean such successor statute or the Trust Indenture Act of 1939, as so amended, to the extent such
successor statute or amendment is applicable to this Indenture or to the actions of the Company or
the Trustee under or pursuant to this Indenture.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor Trustee shall have become such with respect to one or more series of Debt
Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee”



9









 







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 Debt Securities of any series
shall mean the Trustee with respect to Debt Securities of that series.



     “United States” means the United States of America, its territories, its possessions and other
areas subject to its political jurisdiction.



     SECTION 1.02 Compliance Certificates and Opinions.



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



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




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




     (b) 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;




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




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



     SECTION 1.03 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 of an officer of the Company may be based, insofar as it relates to legal
matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable



10









 







care should know, that the certificate or Opinion of Counsel or representations with respect
to the matters upon which such officer’s certificate or Opinion of Counsel are based are erroneous.
Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a
certificate of, or representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the certificate or Opinion
of Counsel 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.



     Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding,
if any such corrective document or instrument indicates that action has been taken by or at the
request of the Company which could not have been taken had the original document or instrument not
contained such error or omission, the action so taken shall not be invalidated or otherwise
rendered ineffective but shall be and remain in full force and effect, (except to the extent that
such action was a result of willful misconduct or bad faith or had or could be expected to have a
material adverse effect on the Holders of any Debt Securities issued hereunder). Without limiting
the generality of the foregoing, any Debt Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the Company entitled to the
benefits of this Indenture equally and ratably with all other Outstanding Debt Securities.



     SECTION 1.04 Acts of Holders.



     (a) Any request, demand, authorization, direction, notice, consent, election, waiver or other
action provided by this Indenture to be made, given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments and any such record (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,
or of the holding by any Person of a Debt Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 9.01) conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section 1.04.



11









 





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



     (c) The principal amount (except as otherwise contemplated in clause (y) of the proviso to the
definition of Outstanding) and serial numbers of Debt Securities held by any Person, and the date
of holding the same, shall be proved by the Debt Security Register.



     (d) Any request, demand, authorization, direction, notice, consent, election, waiver or other
Act of a Holder shall bind every future Holder of the same Debt Security and the Holder of every
Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Debt Security.



     (e) Until such time as written instruments shall have been delivered to the Trustee with
respect to the requisite percentage of principal amount of Debt Securities for the action
contemplated by such instruments, any such instrument executed and delivered by or on behalf of a
Holder may be revoked with respect to any or all of such Debt Securities by written notice by such
Holder or any subsequent Holder, proven in the manner in which such instrument was proven.



     (f) Debt Securities of any series, or any Tranche thereof, authenticated and delivered after
any Act of Holders may, and shall if required by the Trustee, bear a notation in form approved by
the Trustee as to any action taken by such Act of Holders. If the Company shall so determine, new
Debt Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of
the Trustee and the Company, to such action may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of that
series or Tranche.



     (g) If the Company shall solicit from Holders any request, demand, authorization, direction,
notice, consent, election, waiver or other Act, the Company may, at its option, fix in advance a
record date for the determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, election, waiver or other Act, but the Company shall have no obligation
to do so. If such a record date is fixed, such request, demand, authorization, direction, notice,
consent, election, waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on the record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of the Outstanding Debt
Securities have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, election, waiver or other Act, and for that purpose the Outstanding
Debt Securities shall be computed as of the record date.



12









 





     SECTION 1.05 Notices, Etc. to Trustee and Company.



     Any request, demand, authorization, direction, notice, consent, election, 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, the Trustee by any Holder or by the Company, or the Company by the
Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and delivered personally to an officer or other responsible
employee of the addressee, or transmitted by facsimile transmission or other direct written
electronic means to such telephone number or other electronic communications address as the parties
hereto shall from time to time designate, or transmitted by certified or registered mail, charges
prepaid, to the applicable address set opposite such party’s name below or to such other address as
either party hereto may from time to time designate:



     If to the Trustee, to:


Wells Fargo Bank, National Association

201 Main Street, Suite 301, MAC: T5441-030

Fort Worth, Texas 76102

Attn: Corporate Trust Services




     If to the Company, to:


Noble Energy, Inc.

100 Glenborough Drive, Suite 100

Houston, Texas 77067-3610

Attn: Treasurer




     with a copy to:


Noble Energy, Inc.

100 Glenborough Drive, Suite 100

Houston, Texas 77067-3610

Attn: General Counsel




     Any communication contemplated herein shall be deemed to have been made, given, furnished and
filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission or
other direct written electronic means, upon date of receipt of the transmission, and if transmitted
by certified or registered mail, on the date of receipt.



     SECTION 1.06 Notice to Holders of Debt Securities; Waiver.



     Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to
Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at the address of such Holder as it appears in the Debt Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.



13









 





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



     Any notice required by this Indenture may be waived in writing by the Person entitled to
receive such notice, either before or after the event otherwise to be specified therein, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



     SECTION 1.07 Conflict with Trust Indenture Act.



     If any provision of this Indenture limits, qualifies or conflicts with another provision
hereof which is required or deemed to be included in this Indenture by, or is otherwise governed
by, any of the provisions of the Trust Indenture Act, such other provision shall control; and if
any provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act
shall control.



     SECTION 1.08 Effect of Headings and Table of Contents.



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



     SECTION 1.09 Successors and Assigns.



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



     SECTION 1.10 Separability Clause.



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



     SECTION 1.11 Benefits of Indenture.



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



     SECTION 1.12 Governing Law.



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



14









 





     SECTION 1.13 Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Debt
Security shall not be a Business Day at any Place of Payment, then (other than to the extent
provided otherwise in the Debt Securities of any series, or any Tranche thereof, or in the
indenture supplemental hereto, or Board Resolution in or pursuant to which the terms of the Debt
Securities of that series or Tranche are established) 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, and, if such payment is made
or duly provided for on such Business Day, no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.



ARTICLE II




DEBT SECURITY FORMS




     SECTION 2.01 Forms Generally.



     The definitive Debt Securities of each series shall be in substantially the form or forms
thereof established in an indenture supplemental hereto or in or pursuant to a Board Resolution and
set forth in an Officers’ Certificate, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Debt Securities, as evidenced
by their execution of the Debt Securities. If the form or forms of Debt Securities of any series
are established in or pursuant to a Board Resolution and set forth in an Officers’ Certificate,
such Officers’ Certificate, if any, shall be delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Debt
Securities. Unless otherwise specified as contemplated by Sections 3.01 or 12.01(g), the Debt
Securities of each series shall be issuable in registered form without coupons. The definitive Debt
Securities shall be produced in such manner as shall be determined by the officers executing such
Debt Securities, as evidenced by their execution thereof.



     SECTION 2.02 Form of Trustee’s Certificate of Authentication.



     The Trustee’s certificate of authentication shall be in substantially the form set forth
below:



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



	 	 	 
	Dated:                    

	 	Wells Fargo Bank, National Association,
	 

	 	as Trustee






15









 





	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Representative
	 	 






     SECTION 2.03 Debt Securities Issuable in the Form of a Global Security.



     (a) If the Company shall establish pursuant to Section 3.01 that the Debt Securities of a
particular series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.03
and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent and shall be denominated in an amount equal to
the aggregate principal amount of the Outstanding Debt Securities of that series or Tranche thereof
to be represented by such Global Security or Securities, (ii) may provide that the aggregate amount
of Outstanding Debt Securities represented thereby may from time to time be increased or reduced to
reflect exchanges, (iii) shall be registered in the name of the Depositary for such Global Security
or Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of
the Depositary.



     (b) Notwithstanding any other provision of this Section 2.03 or of Section 3.05, except as
contemplated by the provisions of paragraphs (c) and (d) below, unless the terms of a Global
Security expressly permit such Global Security to be exchanged in whole or in part for individual
Debt Securities, a Global Security may be transferred, in whole but not in part and in the manner
provided in Section 3.05, only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or approved by the
Company, or to a nominee of such successor Depositary.



     (c) If at any time the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as the Depositary for such Global Security or if at any time the
Depositary for the Debt Securities for that series shall no longer be eligible or in good standing
under the Exchange Act, or other applicable statute or regulation, the Company shall appoint a
successor Depositary with respect to such Global Security. If a successor Depositary for such
Global Security is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Debt Securities of that series,
or any Tranche thereof, in the form of definitive certificates in exchange for such Global
Security, will authenticate and deliver, without service charge, Debt Securities of that series or
any Tranche thereof, in the form of definitive certificates of like tenor and terms in an
aggregate principal amount equal to the principal amount of the Global Security in exchange for
such Global Security. Such Debt Securities will be issued to and registered in the name of such
Person or Persons as are specified by the Depositary.



     (d) The Company may at any time and in its sole discretion determine that the Debt Securities
of any series issued or issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In any such event the Company will



16









 







execute and the Trustee, upon receipt of a Company Request for the authentication and delivery
of Debt Securities in the form of definitive certificates in exchange in whole or in part for such
Global Security, will authenticate and deliver without service charge to each Person specified by
the Depositary Debt Securities in the form of definitive certificates of like tenor and terms in an
aggregate principal amount equal to the principal amount of such Global Security representing that
series, or the aggregate principal amount of such Global Securities representing that series, in
exchange for such Global Security or Securities.



     (e) If specified by the Company pursuant to Section 3.01 with respect to Debt Securities
issued or issuable in the form of a Global Security and subject to such terms and conditions as may
be specified by Section 3.01, the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for Debt Securities in the form of definitive certificates
of like tenor and terms on such terms as are acceptable to the Company and such Depositary.
Thereupon the Company shall execute and the Trustee shall authenticate and deliver, without service
charge, (i) to each Person specified by such Depositary a new Debt Security or Debt Securities of
the same series of like tenor and terms and any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the
Global Security and (ii) to such Depositary a new Global Security of like tenor and terms and in an
authorized denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt Securities delivered to
Holders thereof.



     (f) In any exchange provided for in any of the preceding three subparagraphs, the Company
shall execute and the Trustee shall authenticate and deliver Debt Securities in the form of
definitive certificates in authorized denominations. Upon the exchange of the entire principal
amount of a Global Security for Debt Securities in the form of definitive certificates, such Global
Security shall be canceled by the Trustee. Except as provided in the immediately preceding
subparagraph, Debt Securities issued in exchange for a Global Security pursuant to this Section
2.03 shall be registered in such names and in such authorized denominations as the Depositary for
such Global Security, acting pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. Provided that the Company and the Trustee have so agreed,
the Trustee shall deliver such Debt Securities to the Persons in whose names the Debt Securities
are so to be registered.



     (g) Any endorsement of a Global Security to reflect the principal amount thereof, or any
increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding
Debt Securities represented thereby shall be made in such manner and by such Person or Persons as
shall be specified in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global Security or in the
Company Order delivered or to be delivered pursuant to Section 3.03 with respect thereto. Subject
to the provisions of Section 3.03, the Trustee shall deliver and redeliver any such Global Security
in the manner and upon instructions given by the Person or Persons specified in or pursuant to any
applicable letter of representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such Global Security or in any applicable Company Order. If a Company
Order pursuant to Section 3.03 is so delivered, any instructions by the Company with respect to
such Global Security contained therein shall be in



17









 







writing but need not be accompanied by or contained in an Officers’ Certificate and need not
be accompanied by an Opinion of Counsel.



     (h) The Depositary or, if there be one, its nominee, shall be the Holder of a Global Security
for all purposes under this Indenture; and beneficial owners with respect to such Global Security
shall hold their interests pursuant to applicable procedures of such Depositary. The Company, the
Trustee and the Debt Security Registrar shall be entitled to deal with such Depositary or nominee
for all purposes of this Indenture relating to such Global Security (including the payment of
principal, premium, if any, and interest and the giving of instructions or directions by or to the
beneficial owners of such Global Security) as the sole Holder of such Global Security and shall
have no obligations to the beneficial owners thereof (including any direct or indirect participants
in such Depositary). None of the Company, the Trustee, any Paying Agent or the Debt Security
Registrar shall have any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security in or pursuant to
any applicable letter of representations or other arrangement entered into with, or procedures of,
the Depositary with respect to such Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.



ARTICLE III




THE DEBT SECURITIES




     SECTION 3.01 Amount Unlimited; Issuable in Series.



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



     The Debt Securities may be issued in one or more series and Tranches thereof. Subject to the
last paragraph of this Section 3.01, prior to the authentication and delivery of Debt Securities of
any series there shall be established by specification in a supplemental indenture or in or
pursuant to a Board Resolution and set forth in an Officers’ Certificate:




     (a) the title of the Debt Securities of that series or any Tranche thereof (which shall
distinguish the Debt Securities of that series or any Tranche thereof from Debt Securities
of all other series);




     (b) any limit upon the aggregate principal amount of the Debt Securities of that series
or any Tranche thereof which may be authenticated and delivered under this Indenture (except
for Debt Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.04,
3.05, 3.06, 4.06 or 12.06 and, except for any Debt Securities which, pursuant to Section
3.03, are deemed never to have been authenticated and delivered hereunder);




     (c) the Person or Persons (without specific identification) to whom interest on Debt
Securities of that series, or any Tranche thereof, shall be payable on any Interest Payment
Date, if other than the Persons in whose names such Debt Securities (or one or



18









 







more Predecessor Debt Securities) are registered at the close of business on the
Regular Record Date for such interest;




     (d) the date or dates on which the principal of the Debt Securities of that series or
any Tranche thereof, is payable or any formula or other method or other means by which such
date or dates shall be determined, by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension);




     (e) the rate or rates at which the Debt Securities of that series, or any Tranche
thereof, shall bear interest, if any (including (i) the rate or rates at which overdue
principal shall bear interest, if different from the rate or rates at which such Debt
Securities shall bear interest prior to Maturity and (ii) if applicable, the rate or rates
at which overdue premium shall bear interest, if any), the period or periods during which
such rate or rates shall be applicable, or any formula or other method or other means by
which such rate or rates, and any period or periods, shall be determined, by reference to an
index or other fact or event ascertainable outside of this Indenture or otherwise; the date
or dates from which such interest shall accrue; the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest payable on
such Debt Securities on any Interest Payment Date; and the basis of computation of interest,
if other than as provided in Section 3.10;




     (f) the place or places at which or methods by which (i) the principal of and premium,
if any, and interest, if any, on Debt Securities of that series, or any Tranche thereof,
shall be payable, (ii) registration of transfer of Debt Securities of that series, or any
Tranche thereof, may be effected, (iii) exchanges of Debt Securities of that series, or any
Tranche thereof, may be effected and (iv) notices and demands to or upon the Company in
respect of the Debt Securities of that series, or any Tranche thereof, and this Indenture
may be served; the Debt Security Registrar for that series; and if such is the case, that
the principal of such Debt Securities shall be payable without presentment or surrender
thereof;




     (g) the period or periods within which, or the date or dates on which, the price or
prices at which and the terms and conditions upon which the Debt Securities of that series,
or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company
and any restrictions on such redemptions, including but not limited to a restriction on a
partial redemption by the Company of the Debt Securities of any series, or any Tranche
thereof, resulting in delisting of such Debt Securities from any national exchange;




     (h) the obligation or obligations or options, if any, of the Company to redeem or
purchase the Debt Securities of that series, or any Tranche thereof, pursuant to any sinking
fund or other mandatory redemption or tender provisions or at the option of a Holder thereof
and the period or periods within which or the date or dates on which, the price or prices at
which and the terms and conditions upon which such Debt Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligation, and



19









 







applicable exceptions to the requirements of Section 4.04 in the case of mandatory
redemption or redemption at the option of the Holder;




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




     (j) the currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest, if any, on the Debt Securities of that
series, or any Tranche thereof, shall be payable (if other than in Dollars);




     (k) if the principal of or premium, if any, or interest, if any, on the Debt Securities
of that series, or any Tranche thereof, are to be payable, at the election of the Company or
a Holder thereof, in a coin or currency other than that in which the Debt Securities are
stated to be payable, the period or periods within which and the terms and conditions upon
which, such election may be made;




     (l) if the principal of or premium, if any, or interest, if any, on the Debt Securities
of that series, or any Tranche thereof, are to be payable, or are to be payable at the
election of the Company or a Holder thereof, in securities or other property, the type and
amount of such securities or other property, or the formula or other method or other means
by which such amount shall be determined, and the period or periods within which, and the
terms and conditions upon which, any such election may be made;




     (m) if the amount payable in respect of principal of or premium, if any, or interest,
if any, on the Debt Securities of that series, or any Tranche thereof, may be determined
with reference to an index or other fact or event ascertainable outside this Indenture, the
manner in which such amounts shall be determined to the extent not established pursuant to
clause (e) of this paragraph;




     (n) if other than the principal amount thereof, the portion of the principal amount of
Debt Securities of that series, or any Tranche thereof, which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 8.02;




     (o) any addition to or change in the Events of Default specified in Section 8.01 with
respect to the Debt Securities of that series, or any Tranche thereof, any addition to or
change in the covenants of the Company for the benefit of the Holders of the Debt Securities
of that series, or any Tranche thereof, and any addition to or change in the terms specified
in Article XIII pursuant to which any covenants of the Company for the benefit of the
Holders of the Debt Securities of that series, or any Tranche thereof, are subject to
defeasance;




     (p) the terms, if any, pursuant to which the Debt Securities of that series, or any
Tranche thereof, may be converted into or exchanged for shares of capital stock or other
securities of the Company or any other Person;



20









 






     (q) the obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Debt Securities of that series, or any Tranche thereof,
denominated in a currency other than Dollars or in a composite currency, and any additional
or alternative provisions for the reinstatement of the Company’s indebtedness in respect of
such Debt Securities after the satisfaction and discharge thereof as provided in Section
7.01;




     (r) whether the Debt Securities of the series shall be issued in whole or in part in
the form of a Global Security or Securities; the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for certificated
Debt Securities of that series, or any Tranche thereof, and of like tenor of any authorized
denomination and the circumstances under which such exchange may occur, if other than in the
manner provided for in Section 2.03; the Depositary for such Global Security or Securities;
and the form of any legend or legends to be borne by any such Global Security in addition to
or in lieu of the legend referred to in Section 2.03;




     (s) if the Debt Securities of that series, or any Tranche thereof, are to be issuable
in bearer form, any and all matters incidental thereto which are not specifically addressed
in a supplemental indenture as contemplated by clause (g) of Section 12.01;




     (t) to the extent not established pursuant to clause (r) of this paragraph, any
limitations on the rights of the Holders of the Debt Securities of that series, or any
Tranche thereof, to transfer or exchange such Debt Securities or to obtain the registration
of transfer thereof; and if a service charge will be made for the registration of transfer
or exchange of Debt Securities of that series, or any Tranche thereof, the amount or terms
thereof;




     (u) any exceptions to Section 1.13, or variation in the definition of Business Day,
with respect to the Debt Securities of that series, or any Tranche thereof;




     (v) any collateral security, assurance or guarantee for that series of Debt Securities;




     (w) any credit enhancement applicable to the Debt Securities of that series, or any
Tranche thereof; and




     (x) any other terms of the Debt Securities of that series, or any Tranche thereof, not
inconsistent with the provisions of this Indenture;



     With respect to Debt Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto establishing the terms of such series, or the Board Resolution in or pursuant
to which the terms of such series are established and set forth in an Officers’ Certificate, as the
case may be, may provide general terms or parameters for Debt Securities of that series, or any
Tranche thereof, and provide either that the specific terms of Debt Securities of that series, or
any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined
by the Company or its agents in accordance with procedures specified in a Company Order as
contemplated by clause (b) of the third paragraph of Section 3.03.



21









 





     SECTION 3.02 Denominations.



     Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Debt
Securities, or any Tranche thereof, the Debt Securities of each series or Tranche shall be issuable
in denominations of $1,000 and any integral multiple thereof.



     SECTION 3.03 Execution, Authentication, Delivery and Dating.



     Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Debt
Securities, or any Tranche thereof, the Debt Securities shall be executed on behalf of the Company
by an Authorized Officer and may have the corporate seal of the Company affixed thereto or
reproduced thereon and attested by any other Authorized Officer. The signature of any or all of
these officers on the Debt Securities may be manual or facsimile.



     Debt Securities bearing the manual or facsimile signatures of individuals who were at the time
of execution Authorized Officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Debt Securities or did not hold such offices at the date of such Debt Securities.



     The Trustee shall authenticate and deliver Debt Securities of a series, for original issue, at
one time or from time to time in accordance with the Company Order referred to below, upon receipt
by the Trustee of:




     (a) the instrument or instruments establishing the form or forms and terms of that
series, or any Tranche thereof, as provided in Sections 2.01 and 3.01;




     (b) a Company Order requesting the authentication and delivery of such Debt Securities
which, in the case of Debt Securities of a series or Tranche subject to a Periodic Offering,
specifies procedures, acceptable to the Trustee, by which the terms of such particular Debt
Securities are to be established in accordance with the instrument or instruments delivered
pursuant to clause (a) above;




     (c) the Debt Securities of that series, or any Tranche thereof, executed on behalf of
the Company by an Authorized Officer;




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




     (i) the form or forms of such Debt Securities have been duly authorized by the
Company and have been established in conformity with the provisions of this
Indenture;




     (ii) the terms of such Debt Securities have been duly authorized by the Company
and have been established in conformity with the provisions of this Indenture; and




     (iii) assuming authentication and delivery by the Trustee and subject to any
conditions specified in such Opinion of Counsel, such Debt Securities will



22









 







have been duly issued under this Indenture and will be legal, valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to
customary qualifications with respect to bankruptcy and similar matters and general
principles of equity and such other qualifications as may be customary; provided
however, that, (A) with respect to Debt Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to receive such Opinion of Counsel only once
at or prior to the time of the first authentication of such Debt Securities
(provided that such Opinion of Counsel addresses the authentication and delivery of
all Debt Securities of that series, or any Tranche thereof) and (B) in lieu of the
opinions described in clauses (ii) and (iii) above Counsel may opine that:




     (x) when the terms of such Debt Securities shall have been established
pursuant to a Company Order or Orders or pursuant to such procedures
(acceptable to the Trustee) as may be specified from time to time by a
Company Order or Orders, all as contemplated by and in accordance with the
instrument or instruments delivered pursuant to clause (a) above, such terms
will have been duly authorized by the Company and will have been established
in conformity with the provisions of this Indenture; and




     (y) such Debt Securities, when authenticated and delivered by the
Trustee in accordance with this Indenture and the Company Order or Orders or
specified procedures referred to in paragraph (x) above and issued and
delivered by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will have been duly issued under this
Indenture and will constitute valid and legally binding obligations of the
Company, entitled to the benefits provided by the Indenture, and enforceable
in accordance with their terms, subject, as to enforcement, to laws relating
to or affecting generally the enforcement of creditors’ rights, including,
bankruptcy and insolvency laws and to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).



     With respect to Debt Securities of a series subject to a Periodic Offering, the Trustee may
conclusively rely, as to the authorization by the Company of any of such Debt Securities, the form
and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the
Opinion of Counsel and other documents delivered pursuant to Sections 2.01 and 3.01 and this
Section 3.03, as applicable, at or prior to the time of the first authentication of Debt Securities
of that series, or any Tranche thereof, unless and until such opinion or other documents have been
superseded or revoked or expire by their terms. In connection with the authentication and delivery
of Debt Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to
assume that the Company’s instructions to authenticate and deliver such Debt Securities do not
violate any rules, regulations or orders of any Governmental Authority having jurisdiction over the
Company.



23









 





     If the form or terms of the Debt Securities of any series, or any Tranche thereof, have been
established by or pursuant to a Board Resolution and set forth in an Officers’ Certificate as
permitted by Sections 2.01 or 3.01, the Trustee shall not be required to authenticate such Debt
Securities if the issuance of such Debt Securities pursuant to this Indenture will materially or
adversely affect the Trustee’s own rights, duties or immunities under the Debt Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.



     Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Debt
Securities, or any Tranche thereof, each Debt Security shall be dated the date of its
authentication.



     No Debt Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Debt Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee or its agent
by manual signature, and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Debt Security
shall have been authenticated and delivered hereunder to the Company, or any Person acting on its
behalf, but shall never have been issued and sold by the Company, and the Company shall deliver
such Debt Security to the Debt Security Registrar for cancellation as provided in Section 3.09
together with a written statement (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) stating that such Debt Security has never been issued and
sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to the benefits hereof.



     SECTION 3.04 Temporary Debt Securities.



     Pending the preparation of definitive Debt Securities of any series, or any Tranche thereof,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Debt Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Debt
Securities in lieu of which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt Securities may determine, as
evidenced by their execution of such Debt Securities; provided however, that temporary Debt
Securities need not recite specific redemption, sinking fund, conversion or exchange provisions.



     Unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities
of any series, or any Tranche thereof, after the preparation of definitive Debt Securities of that
series or Tranche, the temporary Debt Securities of that series or Tranche shall be exchangeable,
without charge to the Holder thereof, for definitive Debt Securities of that series or Tranche,
upon surrender of such temporary Debt Securities at the office or agency of the Company maintained
pursuant to Section 6.02 in a Place of Payment for such Debt Securities. Upon such surrender of
temporary Debt Securities, the Company shall, except as aforesaid, execute and the Trustee shall
authenticate and deliver in exchange therefor definitive



24









 







Debt Securities of the same series and Tranche, of authorized denominations and of like tenor
and aggregate principal amount.



     Until exchanged in full as hereinabove provided, temporary Debt Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive Debt Securities of the
same series and Tranche and of like tenor authenticated and delivered hereunder.



     SECTION 3.05 Registration, Registration of Transfer and Exchange. 



     The Company shall cause to be kept in each office designated pursuant to Section 6.02, with
respect to the Debt Securities of each series, or any Tranche thereof, a register (all registers
kept in accordance with this Section 3.05 being collectively referred to as the “Debt Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Debt Securities of that series or Tranche and the registration of
transfer thereof. The Company shall designate one Person to maintain the Debt Security Register for
the Debt Securities of each series on a consolidated basis, and such Person is referred to herein,
with respect to that series, as the “Debt Security Registrar.” Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an office in which a
register with respect to the Debt Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself the Debt Security Registrar with
respect to one or more of that series. The Debt Security Register shall be open for inspection by
the Trustee and the Company at all reasonable times.



     Except as otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, upon surrender for registration of transfer of
any Debt Security of that series or Tranche at the office or agency of the Company maintained
pursuant to Section 6.02 in a Place of Payment for that series or Tranche, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Debt Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount.



     Except as otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, any Debt Security of that series or Tranche may
be exchanged at the option of the Holder, for one or more new Debt Securities of the same series
and Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Debt Securities to be exchanged at any such office or agency. Whenever any Debt
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to
receive.



     All Debt Securities delivered upon any registration of transfer or exchange of Debt Securities
shall be valid obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Debt Securities surrendered upon such registration of
transfer or exchange.



     Every Debt Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company, the Trustee or the Debt Security Registrar) be duly




25











 




endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to
the Company, the Trustee or the Debt Security Registrar, as the case may be, duly executed by the
Holder thereof or his attorney duly authorized in writing.




     Unless otherwise specified as contemplated by Section 3.01 with respect to Debt Securities of
any series, or any Tranche thereof, no service charge shall be made for any registration of
transfer or exchange of Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Debt Securities, other than exchanges pursuant to Section 3.04, 4.06 or
12.06 not involving any transfer.



     The Company shall not be required to execute or to provide for the registration of transfer of
or the exchange of (a) Debt Securities of any series, or any Tranche thereof, during a period of 15
days immediately preceding the day of the mailing of a notice of redemption of the Debt Securities
of that series or Tranche is to be given or (b) any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being redeemed in part.



     None of the Company, the Trustee, any Paying Agent or the Debt Security Registrar will have
any responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.



     SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Debt Securities. 



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



     If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction
of the ownership of and the destruction, loss or theft of any Debt Security and (b) such security
or indemnity as may be reasonably required by them to save each of them and any agent of either of
them harmless, then, in the absence of notice to the Company or the Trustee that such Debt Security
is held by a Person purporting to be the owner of such Debt Security, the Company shall execute and
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Debt
Security, a new Debt Security of the same series and Tranche, and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.



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



     Upon the issuance of any new Debt Security under this Section 3.06, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other reasonable expenses (including the fees and expenses of the
Trustee) connected therewith.



26









 





     Every new Debt Security of any series issued pursuant to this Section 3.06 in lieu of any
destroyed, lost or stolen Debt Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Debt Security shall be at
any time enforceable by anyone other than the Holder of such new Debt Security, and any such new
Debt Security shall be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of that series or any Tranche duly issued hereunder.



     The provisions of this Section 3.06 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 Debt Securities.



     SECTION 3.07 Payment of Interest; Interest Rights Preserved. 



     Unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities
of any series, or any Tranche thereof, interest on any Debt 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 Debt Security (or one or more Predecessor Debt Securities) is registered at the
close of business on the Regular Record Date for such interest.



     Any interest on any Debt 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 related 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 (a) or (b) below:




     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Debt Securities of that series or any Tranche thereof (or their respective
Predecessor Debt Securities) are registered at the close of business on a date (herein
called 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 Debt Security of that series, or
any Tranche thereof and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall promptly cause notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Debt Securities of that series, or any Tranche thereof, at the address of such Holder as
it appears in the Debt Security Register, not less than 10 days prior to such Special Record
Date. Notice of the proposed



27









 







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 Debt
Securities of that series, or any Tranche thereof (or their respective Predecessor Debt
Securities) are registered at the close of business on such Special Record Date.




     (b) The Company may make payment of any Defaulted Interest on the Debt Securities of
any series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Debt 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 3.07 and Section 3.05, each Debt Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Debt Security.



     SECTION 3.08 Persons Deemed Owners. 



     Prior to due presentment of a Debt Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Debt
Security is registered as the absolute owner of such Debt Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 3.05 and 3.07) interest, if
any, on such Debt Security and for all other purposes whatsoever, whether or not such Debt Security
is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.



     SECTION 3.09 Cancellation by Debt Security Registrar.



     All Debt Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Debt Security Registrar, be delivered to the
Debt Security Registrar and, if not theretofore canceled, shall be promptly canceled by the Debt
Security Registrar. The Company may at any time deliver to the Debt Security Registrar for
cancellation any Debt Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever or which the Company shall not have issued and sold, and
all Debt Securities so delivered shall be promptly canceled by the Debt Security Registrar. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt Securities canceled as
provided in this Section 3.09, except as expressly permitted by this Indenture. All certificates
representing canceled Debt Securities held by the Debt Security Registrar shall be disposed of in
accordance with the customary practices of the Debt Security Registrar at the time in effect, and
the Debt Security Registrar shall not be required to destroy any such certificates. The Debt
Security Registrar, if other than the Trustee, shall promptly deliver a certificate of disposition
with respect to such disposed certificates to the Trustee and the Company unless, by a Company
Order, similarly delivered, the Company shall direct that canceled Debt Securities be returned to
it. The Debt Security Registrar shall promptly deliver evidence of any cancellation of a Debt
Security in accordance with this Section 3.09 to the Trustee and the Company. If the Trustee is the
entity acting as Debt Security Registrar, it shall



28









 







promptly deliver to the Company a certificate of disposition with respect to any certificates
disposed of and/or evidence of any cancellation of a Debt Security, in each case in accordance with
this Section 3.09, if so requested by a Company Order.



     SECTION 3.10 Computation of Interest. 



     Except as otherwise specified as contemplated by Section 3.01 for Debt Securities of any
series, or any Tranche thereof, interest on the Debt Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.



     SECTION 3.11 Payment to be in Proper Currency.



     In the case of the Debt Securities of any series, or any Tranche thereof, denominated in any
currency other than Dollars or in a composite currency (the “Required Currency”), except as
otherwise specified with respect to such Debt Securities as contemplated by Section 3.01, the
obligation of the Company to make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent that such tender or
recovery shall result in the Trustee timely holding the full amount of the Required Currency then
due and payable. If any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including the risks of delay and
exchange rate fluctuation, shall be borne by the Company, the Company shall remain fully liable for
any shortfall or delinquency in the full amount of Required Currency then due and payable, and in
no circumstances shall the Trustee be liable therefor except in the case of its negligence or
willful misconduct.



     SECTION 3.12 CUSIP Numbers. 



     The Company in issuing the Debt Securities may use “CUSIP” and other identifying numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” and such other numbers in notices
of redemption as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Debt
Securities or as contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will promptly notify the
Trustee of any change in the “CUSIP” or other identifying numbers.



ARTICLE IV




REDEMPTION OF DEBT SECURITIES




     SECTION 4.01 Applicability of Article. 



     Debt Securities of any series, or any Tranche thereof, which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Debt Securities of that series or Tranche) in
accordance with this Article IV.



29









 





     SECTION 4.02 Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution and/or an Officers’ Certificate. 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 in writing of such Redemption Date and of the principal amount of such
Debt Securities to be redeemed. In the case of any redemption of Debt Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Debt Securities, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction or condition.



     SECTION 4.03 Selection of Debt Securities to be Redeemed. 



     If less than all the Debt Securities of any series, or any Tranche thereof, are to be
redeemed, the particular Debt Securities to be redeemed shall be selected by the Trustee from the
Outstanding Debt Securities of that series or Tranche not previously called for redemption, by such
method as shall be provided for any particular series, or, in the absence of any such provision, by
such method of random selection as the Trustee shall deem fair and appropriate and which may, in
any case, provide for the selection for redemption of portions (equal to the minimum authorized
denomination for Debt Securities of that series or Tranche or any integral multiple thereof) of the
principal amount of Debt Securities of that series or Tranche of a denomination larger than the
minimum authorized denomination for Debt Securities of that series or Tranche; provided however,
that if, as indicated in a Board Resolution and/or an Officers’ Certificate, the Company shall have
offered to purchase all or any principal amount of the Debt Securities then Outstanding of any
series, or any Tranche thereof, and less than all of such Debt Securities as to which such offer
was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by
Company Order, shall select for redemption all or any principal amount of such Debt Securities
which have not been so tendered.



     If the Debt Securities are then held in the form of a Global Security, the Trustee shall
select Debt Securities to be redeemed in accordance with the customary procedures for the
Depositary.



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



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



30









 





     SECTION 4.04 Notice of Redemption. 



     Notice of redemption shall be given in the manner provided in Section 1.06 to the Holders of
the Debt Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption
Date. All notices of redemption shall state:




     (a) the Redemption Date,




     (b) the Redemption Price (or the method of calculating the Redemption Price),




     (c) if less than all the Debt Securities of any series or Tranche are to be redeemed,
the identification of the particular Debt Securities to be redeemed and the portion of the
principal amount of any Debt Security to be redeemed in part,




     (d) that on the Redemption Date, the Redemption Price, together with accrued interest,
if any, to the Redemption Date, will become due and payable upon each such Debt Security to
be redeemed and, if applicable and provided that the Redemption Price and interest, if any,
are received by the Paying Agent or Agents on or prior to the Redemption Date, that interest
thereon will cease to accrue on and after said date,




     (e) the place or places where such Debt Securities are to be surrendered for payment of
the Redemption Price and accrued interest, if any, unless it shall have been specified as
contemplated by Section 3.01 with respect to such Debt Securities that such surrender shall
not be required,




     (f) that the redemption is for a sinking or other fund, if such is the case, and




     (g) such other matters as the Company shall deem desirable or appropriate (including
CUSIP and other identifying numbers with respect to such Debt Securities, if the Company
shall so elect, in which event such notice of redemption may contain a disclaimer as to the
correctness of such numbers either as printed on the Debt Securities or on such notice of
redemption).



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



     SECTION 4.05 Debt Securities Payable on Redemption Date. 



     Notice of redemption having been given as aforesaid, the Debt Securities or portions thereof
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 such Debt Securities or portions thereof, if
interest-bearing, shall cease to bear interest unless the Company shall have failed to pay the
Redemption Price. Upon surrender of any such Debt Security for redemption in accordance with such
notice, such Debt Security or portion thereof shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; provided



31









 







however, that no such surrender shall be a condition to such payment if so specified as
contemplated by Section 3.01 with respect to such Debt Security; and provided further, that except
as otherwise specified as contemplated by Section 3.01 with respect to such Debt Security, any
installment of interest on any Debt Security the Stated Maturity of which installment is on or
prior to the Redemption Date shall be payable to the Holder of such Debt Security, or one or more
Predecessor Debt Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Debt Security and subject to the provisions of Section
3.07.



     If any Debt Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid, bear interest from the
Redemption Date at the rate prescribed therefor in the Debt Security.



     SECTION 4.06 Debt Securities Redeemed in Part. 



     Upon the surrender of any Debt Security which is to be redeemed only in part at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security, without service charge,
a new Debt Security or Debt Securities of the same series and Tranche, of any authorized
denomination requested by such Holder and of like tenor and in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered.



     SECTION 4.07 Purchase of Debt Securities



     Unless otherwise specified as contemplated by Section 3.01, the Company and any Affiliate of
the Company may at any time purchase or otherwise acquire Debt Securities in the open market or by
private agreement. Such acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Debt Securities. Any Debt Securities purchased
or acquired by the Company may be delivered to the Trustee and, upon such delivery, the
indebtedness represented thereby shall be deemed satisfied. Section 3.09 shall apply to all Debt
Securities so delivered.



ARTICLE V




SINKING FUNDS




     SECTION 5.01 Applicability of Article. 



     The provisions of this Article V shall be applicable to any sinking fund for the retirement of
the Debt Securities of any series, or any Tranche thereof, except as otherwise specified as
contemplated by Section 3.01 for Debt Securities of that series or Tranche.



     The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series, or any Tranche thereof, is herein referred to as a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms



32









 







of Debt Securities of any series, or any Tranche thereof, is herein referred to as an
“optional sinking fund payment.” If provided for by the terms of Debt Securities of any series, or
any Tranche thereof, the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 5.02. Each sinking fund payment shall be applied to the redemption of Debt
Securities of the series or Tranche in respect of which it was made as provided for by the terms of
such Debt Securities.



     SECTION 5.02 Satisfaction of Sinking Fund Payments with Debt Securities. 



     The Company (a) may deliver to the Trustee Outstanding Debt Securities (other than any
previously called for redemption) of a series or Tranche in respect of which a mandatory sinking
fund payment is to be made and (b) may apply as a credit Debt Securities of that series or Tranche
which have been redeemed either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Debt Securities, in each case in satisfaction of all or any part of such mandatory
sinking fund payment; provided however, that no Debt Securities shall be applied in satisfaction of
a mandatory sinking fund payment if such Debt Securities shall have been previously so applied.
Debt Securities so applied shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Debt Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.



     SECTION 5.03 Redemption of Debt Securities for Sinking Fund. 



     Not less than 45 days prior to each sinking fund payment date for the Debt Securities of any
series, or any Tranche thereof, the Company shall deliver to the Trustee an Officers’ Certificate
specifying:




     (a) the amount of the next succeeding mandatory sinking fund payment for that series or
Tranche;




     (b) the amount, if any, of the optional sinking fund payment to be made together with
such mandatory sinking fund payment;




     (c) the aggregate sinking fund payment;




     (d) the portion, if any, of such aggregate sinking fund payment which is to be
satisfied by the payment of cash; and




     (e) the portion, if any, of such aggregate sinking fund payment which is to be
satisfied by delivering and crediting Debt Securities of that series or Tranche pursuant to
Section 5.02 and stating the basis for such credit and that such Debt Securities have not
previously been so credited, and the Company shall also deliver to the Trustee any Debt
Securities to be so delivered.



     If the Company shall not have delivered such Officers’ Certificate and, to the extent
applicable, all such Debt Securities, on or prior to the 45th day prior to such sinking fund
payment date, the sinking fund payment for that series or Tranche in respect of such sinking fund



33









 







payment date shall be made entirely in cash in the amount of the mandatory sinking fund
payment. Not less than 30 days before each such sinking fund payment date the Trustee shall select
the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in
Section 4.03 and the Debt Security Registrar shall 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 4.04. Such
notice having been duly given, the redemption of such Debt Securities shall be made upon the terms
and in the manner stated in Sections 4.05 and 4.06.



ARTICLE VI




COVENANTS




     SECTION 6.01 Payment of Principal, Premium and Interest. 



     The Company shall pay the principal of, and premium, if any, and interest, if any, on the Debt
Securities of each series, or any Tranche thereof, in accordance with the terms of such Debt
Securities and this Indenture.



     SECTION 6.02 Maintenance of Office or Agency. 



     The Company shall maintain in each Place of Payment for the Debt Securities of each series, or
any Tranche thereof, an office or agency where payment of such Debt Securities shall be made, where
the registration of transfer or exchange of such Debt Securities may be effected and where notices
and demands to or upon the Company in respect of such Debt Securities and this Indenture may be
served; provided that, unless otherwise specified as contemplated by Section 3.01, the Company
shall always maintain a Place of Payment in The City of New York, New York and at the Corporate
Trust Office. The Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of each such office or agency and prompt notice to the Holders of any such
change in the manner specified in Section 1.06. If at any time the Company shall fail to maintain
any such required office or agency in respect of Debt Securities of any series, or any Tranche
thereof, or shall fail to furnish the Trustee with the address thereof, payment of such Debt
Securities shall be made, registration of transfer or exchange thereof may be effected and notices
and demands in respect thereof may be served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent for all such purposes in any such event.



     The Company may also from time to time designate one or more other offices or agencies with
respect to the Debt Securities of one or more series, or any Tranche thereof, for any or all of the
foregoing purposes and may from time to time rescind such designations; provided however, that,
unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities of
that series or Tranche, no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency for such purposes in each Place of Payment for
such Debt Securities in accordance with the requirements set forth above. The Company shall give
prompt written notice to the Trustee, and prompt notice to the Holders in the manner specified in
Section 1.06, of any such designation or rescission and of any change in the location of any such
other office or agency.



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     Anything herein to the contrary notwithstanding, any office or agency required by this Section
6.02 may be maintained at an office of the Company, in which event the Company shall perform all
functions to be performed at such office or agency.



     SECTION 6.03 Money for Debt Securities Payments to be Held in Trust. 



     If the Company shall at any time act as its own Paying Agent with respect to the Debt
Securities of any series, or any Tranche thereof, it shall, on or before each due date of the
principal of and premium, if any, and interest, if any, on any of such Debt Securities, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and premium or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided. The Company shall promptly notify the Trustee of any
failure by the Company (or any other obligor on such Debt Securities) to make any payment of
principal of or premium, if any, or interest, if any, on such Debt Securities.



     Whenever the Company shall have one or more Paying Agents for the Debt Securities of any
series, or any Tranche thereof, it shall, on or before each due date of the principal of and
premium, if any, and interest, if any, on such Debt Securities, deposit with such Paying Agents
sums sufficient (without duplication) to pay the principal and premium or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of any failure by it so to act.



     The Company shall cause each Paying Agent for the Debt Securities of any series, or any
Tranche thereof, other than the Company or 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 6.03, that such Paying Agent shall:




     (a) hold all sums held by it for the payment of the principal of and premium, if any,
or interest, if any, on such Debt Securities in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as
herein provided;




     (b) give the Trustee notice of any failure by the Company (or any other obligor upon
such Debt Securities) to make any payment of principal of or premium, if any, or interest,
if any, on such Debt Securities; and




     (c) at any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and
furnish to the Trustee such information as it possesses regarding the names and addresses of
the Persons entitled to such sums.



     The Company may at any time 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.



35









 





     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest, if any, on any Debt
Security and remaining unclaimed for two years after such principal and premium, if any, or
interest has become due and payable shall be paid to the Company on Company Request, or, if then
held by the Company, shall be discharged from such trust; and, upon such payment or discharge, the
Holder of such Debt Security shall, as an unsecured general creditor and not as a Holder of an
Outstanding Debt Security, look only to the Company for payment of the amount so due and payable
and remaining unpaid, 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 payment to
the Company, shall, upon the written direction of and at the expense of the Company, cause to be
mailed, on one occasion only, notice to such Holder 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 mailing,
any unclaimed balance of such money then remaining will be paid to the Company.



     SECTION 6.04 Corporate Existence. 



     Subject to the rights of the Company under Article XI, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its existence under the law
of its jurisdiction of organization and all its rights (charter and statutory) thereunder; provided
however, that the Company shall not be required to preserve any such right if the Board of
Directors shall determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders of Debt Securities.



     SECTION 6.05 Annual Officer’s Certificate as to Compliance. 



     Within 120 days after the end of each fiscal year of the Company ending after the date hereof,
the Company shall deliver to the Trustee a certificate which need not comply with Section 1.02,
executed by the principal executive officer, the principal financial officer or the principal
accounting officer of the Company, stating whether, to such officer’s knowledge, the Company is in
compliance with all conditions and covenants under this Indenture, such compliance to be determined
without regard to any period of grace or requirement of notice under this Indenture, and making any
other statements as may be required by the provisions of Section 314(a)(4) of the Trust Indenture
Act.



     SECTION 6.06 Limitation on Liens. 



     Nothing in this Indenture or in the Debt Securities shall in any way restrict or prevent the
Company or any Subsidiary from incurring any indebtedness; provided that the Company shall not, and
shall not permit any Restricted Subsidiary to, create or cause to be created, by issuance,
assumption or guarantee (including in connection with any merger, consolidation or other
transaction described in Article XI, whether or not otherwise permitted under Article XI), any
notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes,
bonds, debentures or other similar evidences of indebtedness for money borrowed being hereinafter
in this Article VI called “Debt”) secured by any Mortgage upon any Mineral Interest



36









 







or upon any shares of capital stock or Debt of any Restricted Subsidiary, whether such Mineral
Interest, shares or Debt are owned on the date of this Indenture or hereafter acquired, without
effectively providing that the Debt Securities then Outstanding (together with, if the Company so
determines, any other indebtedness or obligation of the Company or any Restricted Subsidiary then
existing and any other indebtedness or obligation of the Company or any Restricted Subsidiary
thereafter created which is not subordinate to the Debt Securities) shall be secured equally and
ratably with (or prior to) such Debt so long as such Debt shall be outstanding, except that the
foregoing provisions shall not apply to:




     (a) Mortgages in existence on the date of this Indenture;




     (b) Mortgages affecting a Mineral Interest, shares of capital stock or Debt of a
Corporation at the time it becomes a Subsidiary or at the time it is merged into or
consolidated with the Company or a Subsidiary, or on any shares of capital stock or Debt of
any Restricted Subsidiary at the time it becomes a Restricted Subsidiary, whether such
Mineral Interest, shares or Debt are owned on the date of this Indenture or hereafter
acquired;




     (c) Mortgages on property existing at the time of acquisition of such property, or
Mortgages on any property hereafter acquired by the Company or any Restricted Subsidiary
which are created or assumed to secure the payment of all or any part of the purchase price
of such property or to secure any Debt incurred prior to, at the time of, or within 180 days
after, the acquisition of such property for the purpose of financing all or any part of the
purchase price thereof;




     (d) Mortgages on property hereafter constructed or improved by the Company or any
Restricted Subsidiary which are created or assumed to secure payment of all or any part of
the cost of such construction or improvement; provided however, that any such Mortgage shall
not apply to any property owned by the Company or any Restricted Subsidiary prior to the
date of this Indenture;




     (e) Mortgages on property of the Company or a Restricted Subsidiary to secure the
payment of all or any part of the costs incurred after the date of this Indenture of
exploration, drilling, mining or development of such property (which is understood to
include servicing, treating, processing, converting, transporting, storage and marketing of
Hydrocarbons from such property) for the purposes of increasing the production and sale or
other disposition of oil, gas or other minerals or any Debt incurred to provide funds for
all or any such purposes;




     (f) Mortgages which secure only Debt of a Restricted Subsidiary owed to the Company or
to another Restricted Subsidiary;




     (g) Mortgages in favor of the United States of America or any State thereof, or any
department, agency, instrumentality or political subdivision of any such jurisdiction, to
secure partial, progress, advance or other payments pursuant to any contract or statute or
to secure any indebtedness incurred for the purpose of financing all or any part of the
purchase price or cost of constructing or improving the property subject



37









 







thereto, including, Mortgages to secure Debt incurred in connection with the issuance
or refunding of tax-exempt private activity bonds; and




     (h) any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Mortgage referred to in the foregoing paragraphs
(a) through (g), inclusive, or of any Debt secured thereby, provided that the principal
amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at
the time of such extension, renewal or replacement, and that such extension, renewal or
replacement Mortgage shall be limited to all or part of substantially the same property
which secured the Mortgage extended, renewed or replaced (plus improvements on such
property).



     Notwithstanding the foregoing provisions of this Section 6.06, the Company and any one or more
Restricted Subsidiaries may issue, assume or guarantee Debt secured by Mortgages which would
otherwise be subject to the foregoing restrictions, in an aggregate principal amount which,
together with the aggregate outstanding principal amount of all other Debt of the Company and its
Restricted Subsidiaries which would otherwise be subject to the foregoing restrictions (not
including Debt permitted to be secured under paragraphs (a) through (h), inclusive, above) does not
at any one time exceed 10% of the Consolidated Net Tangible Assets of the Company and its
Restricted Subsidiaries.



     For purposes of the foregoing, the following transactions shall not be deemed to create Debt
secured by a Mortgage:




     (i) the sale or other transfer of oil, gas or other minerals in place for a period of
time until, or in an amount such that, the transferee will realize therefrom a specified
amount of money (however determined) or a specified amount of oil, gas or other minerals, or
the sale or other transfer of any other interest in property of the character commonly
referred to as an oil, gas or other mineral payment or a “production payment,” and including
in any case, overriding royalty interests, net profit interests, reversionary interests and
carried interests and other similar burdens on production; and




     (ii) the sale or other transfer by the Company or a Restricted Subsidiary of properties
to a partnership, joint venture or other entity whereby the Company or such Restricted
Subsidiary would retain partial ownership of such properties.



     SECTION 6.07 Waiver of Certain Covenants. 



     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Section 6.06 with respect to the Debt Securities of any series if before the
time for such compliance the Holders of at least a majority in principal amount of the Outstanding
Debt 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
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



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ARTICLE VII




SATISFACTION AND DISCHARGE




     SECTION 7.01 Satisfaction and Discharge of Indenture.



     This Indenture shall cease to be of further effect (except as to (i) any surviving rights of
registration of transfer or exchange of Debt Securities herein expressly provided for and (ii) such
rights and obligations of the Company and the Trustee described in the last paragraph of this
Section 7.01), and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when




     (a) either




     (i) all Debt Securities of a series theretofore authenticated and delivered
(other than (A) Debt Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (B) Debt Securities for
whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 6.03) have been delivered to the Trustee for
cancellation; or




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




     (A) have become due and payable, or




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




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




and the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or
caused to be irrevocably deposited with the Trustee as trust funds in trust for the purpose
an amount sufficient to pay and discharge the entire indebtedness on such Debt Securities
not theretofore delivered to the Trustee for cancellation, for principal (and premium, if
any) and interest to the date of such deposit (in the case of Debt Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;




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




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



39









 





     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 9.07, the obligations of the Trustee to any Authenticating
Agent under Section 9.15 and, if money shall have been deposited with the Trustee pursuant to
subclause (ii) of clause (a) of this Section 7.01, the obligations of the Trustee under Section
7.02 and the last paragraph of Section 6.03 shall survive.



     SECTION 7.02 Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 6.03, all money deposited with the
Trustee pursuant to Section 7.01 shall be held in trust and applied by it, in accordance with the
provisions of the Debt Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money has been deposited with the Trustee.



     SECTION 7.03 Reinstatement.



     If the Trustee or Paying Agent is unable to apply any money deposited with respect to Debt
Securities of any series in accordance with Section 7.01 by reason of any legal proceeding or by
reason of any order or judgment of any court or Governmental Authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this Indenture with respect
to the Debt Securities of that series and the Debt Securities of that series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 7.01 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section 7.01;
provided however, that if the Company has made any payment of principal of (and premium, if any) or
interest on any Debt Securities because of the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Debt Securities to receive such payment from the
money held by the Trustee or Paying Agent.



ARTICLE VIII




EVENTS OF DEFAULT; REMEDIES




     SECTION 8.01 Events of Default. 



     “Event of Default,” wherever used herein with respect to Debt Securities of any series means,
except as otherwise specified pursuant to Section 3.01, 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):




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




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



40









 






     (c) default in the payment of any sinking payment, when and as due by the terms of a
Debt Security of that series;




     (d) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture for the benefit of Debt Securities of that series (other than a covenant
or warranty, a default in whose performance or whose breach is elsewhere in this Section
8.01 specifically dealt with), and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders at least 25% in principal amount of
the Outstanding Debt Securities of that series a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder;




     (e) default under any instrument or other evidence of indebtedness for money borrowed,
or under any guarantee of payment by the Company of indebtedness for money borrowed, whether
such indebtedness or guarantee now exists or shall hereafter be created, which default
extends beyond any period of grace provided with respect thereto and which default relates
to (i) the obligation to pay the principal of or on any such indebtedness or guarantee or
(ii) an obligation other than the obligation to pay the principal of or interest on any such
indebtedness, if the effect of such event of default is to cause the acceleration of a
principal amount of such indebtedness; provided however, that no default under this Section
8.01(e) shall exist if all such defaults do not relate to such indebtedness or such
guarantees with an aggregate principal amount in excess of 5% of Consolidated Net Tangible
Assets; and provided further, that, if any such event of default has been cured or waived
and any acceleration with respect thereto rescinded, or if such other indebtedness has been
repaid or otherwise discharged, the Event of Default arising under this Section 8.01(e) by
virtue thereof shall not be deemed to have occurred and any acceleration under this Section
8.01(e) pursuant to Section 8.02 hereof shall ipso facto be rescinded so long as such
rescission does not with any judgment or decree;




     (f) the entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
(ii) a decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days;




     (g) the commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any



41









 







bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any applicable federal
or state law, or the consent by it to the filing of such petition or to the appointment of
or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its property, or the making
by it of an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of corporate
action by the Company or in furtherance of any such action; or




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



     SECTION 8.02 Acceleration of Maturity; Rescission and Annulment. 



     If an Event of Default with respect to Debt Securities of any series (other than an Event of
Default specified in clause (f) or (g) of Section 8.01) at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Debt Securities of that series may declare the
principal amount (or, if any of the Debt Securities of that series are Discount Debt Securities,
such portion of the principal amount of such Debt Securities as may be specified in the terms
thereof) of all the Debt Securities of that series and the interest accrued thereon to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by such
Holders) and upon any such declaration such principal and interest shall become immediately due and
payable. If an Event of Default specified in clause (f) or (g) of Section 8.01 occurs, all unpaid
principal of and accrued interest on the Debt Securities shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee or any Holder of
Debt Securities.



     At any time after such a declaration of acceleration with respect to Debt 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 VIII provided, the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if




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




     (i) all overdue interest on all Debt Securities of that series,




     (ii) the principal of (and premium, if any, on) any Debt Securities of that
series, which have become due otherwise than by such declaration of acceleration and
interest thereon at the rate borne by the Debt Securities,




     (iii) to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate borne by the Debt Securities of that series, and



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     (iv) all sums paid or advanced or liabilities incurred by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and




     (b) all Events of Default, other than the nonpayment of the principal of Debt
Securities of that series, which have become due solely by such declaration of acceleration,
have been or waived as provided in Section 8.13.



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



     SECTION 8.03 Collection of Indebtedness and Suits for Enforcement by Trustee. 



     If an Event of Default described in clause (a) or (b) of Section 8.01 shall have occurred and
be continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Debt Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Debt Securities for principal and premium,
if any, and interest, if any, and, to the extent permitted by law, interest on any overdue
principal (and premium, if any) and on any overdue interest, at the rate or rates borne by or
prescribed therefor in such Debt Securities, and, in addition thereto, such further amount as shall
be sufficient to cover any amounts due to the Trustee under Section 9.07.



     If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Debt Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Debt Securities, wherever situated.



     If an Event of Default with respect to Debt Securities of any series shall have occurred and
be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Debt Securities of that 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 8.04 Trustee May File Proofs of Claim. 



     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the
Company or any other obligor upon the Debt Securities or the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the principal of the Debt
Securities shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,



43









 






     (a) to file and prove a claim for the whole amount of principal, premium, if any, and
interest, if any, owing and unpaid in respect of the Debt Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for amounts due to the Trustee under Section 9.07) and of the
Holders allowed in such judicial proceeding, and




     (b) 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 amounts due it under Section 9.07.




     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.



     SECTION 8.05 Trustee May Enforce Claims Without Possession of Debt Securities. 



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



     SECTION 8.06 Application of Money Collected. 



     Any money collected by the Trustee pursuant to this Article VIII shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or premium, if any, or interest, if any, upon presentation of the
Debt Securities in respect of which or for the benefit of which such money shall have been
collected 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 9.07;



     SECOND: To the payment of the amounts then due and unpaid upon the Debt Securities for
principal of and premium, if any, and interest, if any, 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 Debt Securities for principal,
premium, if any, and interest, if any, respectively; and



44









 





          THIRD: To the payment of the remainder, if any, to the Company, or as a court of
competent jurisdiction may direct in a final, non-appealable order.




     SECTION 8.07 Limitation on Suits. 



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




     (a) such Holder shall have previously given written notice to the Trustee of a
continuing Event of Default with respect to the Debt Securities of that series;




     (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series shall have made a written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;




     (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in compliance
with such request;




     (d) the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such proceeding; and




     (e) no direction inconsistent with such written request shall have been given to the
Trustee during such 60-day period by the Holders of a majority in aggregate principal amount
of the Outstanding Debt 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 8.08 Unconditional Right of Holders to Receive Principal, Premium and
Interest.



     Notwithstanding any other provision in this Indenture, the Holder of any Debt Security shall
have the right, which is absolute and unconditional, to receive payment of the principal of and
premium, if any, and (subject to Section 3.07) interest, if any, on such Debt Security on the
Stated Maturity or Maturities expressed in such Debt 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 8.09 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 shall have been discontinued or abandoned for any




45












 




reason,
or shall have 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, and Trustee and such
Holder shall be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and such Holder shall continue as though no such
proceeding had been instituted.




     SECTION 8.10 Rights and Remedies Cumulative.



     Except as otherwise provided in the last paragraph of Section 3.06, 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 8.11 Delay or Omission Not Waiver.



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



     SECTION 8.12 Control by Holders of Debt Securities. 



     If an Event of Default shall have occurred and be continuing in respect of a series of Debt
Securities, the Holders of a majority in principal amount of the Outstanding Debt Securities of
that series shall, subject to the Trustee’s rights contained in Article IX hereof, 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 Debt
Securities of that series; provided that




     (a) such direction shall not be in conflict with any rule of law or with this
Indenture, and could not involve the Trustee in personal liability in circumstances where
indemnity would not in the Trustee’s reasonable discretion be adequate, and




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



     Before proceeding to exercise any right or power hereunder at the direction of such Holders,
the Trustee shall be entitled to receive from such Holders reasonable security or indemnity,
against the costs, expenses and liabilities which might be incurred by it in compliance with any
such direction.



46









 





     SECTION 8.13 Waiver of Past Defaults. 



     The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all the Debt Securities of that series
waive any past default hereunder with respect to that series and its consequences, except a default




     (a) in the payment of the principal of or premium, if any, or interest, if any, on any
Debt Security of that series, or




     (b) in respect of a covenant or provision hereof which under Section 12.02 cannot be
modified or amended without the consent of the Holder of each Outstanding Debt Security of
that series affected.



     Upon any such waiver, such default shall cease to exist, and any and all Events 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 8.14 Undertaking for Costs. 



     The Company and the Trustee agree, and each Holder by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 8.14 shall not apply to any suit instituted by
the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding
Debt Securities of any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest, if any, on any Debt Security of that
series on or after the Stated Maturity or Maturities expressed in such Debt Security (or, in the
case of redemption, on or after the Redemption Date). This Section 8.14 shall be in lieu of
Section 315(e) of the Trust Indenture Act and said Section 315(e) is hereby expressly excluded from
this Indenture, as permitted by the Trust Indenture Act.



     SECTION 8.15 Waiver of Stay or Extension Laws.



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



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ARTICLE IX




THE TRUSTEE




     SECTION 9.01 Certain Duties and Responsibilities. 



     (a) The Trustee shall have and be subject to all the duties and responsibilities specified
with respect to an indenture trustee in the Trust Indenture Act, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. For purposes of Sections 315(a)
and 315(c) of the Trust Indenture Act, the term “default” is hereby defined as an Event of Default
which has occurred and is continuing.



     (b) The Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an Event of Default of
which a Responsible Officer of the Trustee has actual knowledge has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that prior to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred:




     (i) the duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but, in the case of any such certificates or opinions
that by any provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Indenture (but need not to confirm or investigate the accuracy
of any mathematical calculations or other facts stated therein).



     (d) The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Trustee, unless it shall be proven that the Trustee was
negligent in ascertaining the pertinent facts.



     (e) The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith, in accordance with the direction of the Holders of Debt Securities pursuant to
Section 8.12, relating to the time, method and place of conducting any proceeding for



48









 







any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.



     (f) 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.



     (g) Notwithstanding anything contained in this Indenture to the contrary, the duties and
responsibilities of the Trustee under this Indenture shall be subject to the protections,
exculpations and limitations on liability afforded to the Trustee under the provisions of the Trust
Indenture Act, including those provisions of such Act deemed by such Act to be included herein.



     (h) 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 9.01.



     SECTION 9.02 Notice of Defaults. 



     The Trustee shall transmit to the Holders, in the manner and to the extent provided in Section
313(c) of the Trust Indenture Act, notice of any default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or interest, if any, on any Debt
Security of that series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the withholding of such notice is
in the interest of the Holders of the Debt Securities of that series; and provided further, that in
the case of any default or breach of the character specified in Section 8.01(d) with respect to the
Debt Securities of that series, no such notice to Holders shall be given until at least 60 days
after the occurrence thereof. For the purpose of this Section 9.02, the term “default” means any
event which is, or after notice or lapse of time, or both, would become, an Event of Default.



     SECTION 9.03 Certain Rights of Trustee. 



     Subject to the provisions of Section 9.01 and to the applicable provisions of the Trust
Indenture Act:




     (a) the Trustee may conclusively rely and shall be fully 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 (whether in its original or facsimile form) believed
by it to be genuine and to have been signed or presented by the proper party or parties;




     (b) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, or as otherwise expressly provided herein,
and any resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;



49









 






     (c) whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers’ Certificate;




     (d) the Trustee may consult with counsel of its own selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;




     (e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any Holder pursuant to this
Indenture, unless such Holder shall have offered to the Trustee reasonable security or
indemnity satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;




     (f) the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, 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 (subject to applicable
legal requirements) be entitled to examine, during normal business hours, the books, records
and premises of the Company, personally or by agent or attorney at the expense of the
Company and shall incur no liability or additional liability of any kind by reason of such
inquiry or investigation;




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




     (h) the Trustee shall not be charged with knowledge of any default or Event of Default
with respect to the Debt Securities of any series for which it is acting as Trustee unless
either (1) a Responsible Officer of the Trustee shall have actual knowledge of the default
or Event of Default or (2) written notice of such default or Event of Default (which shall
state that such notice is a “Notice of Default” or a “Notice of an Event of Default”
hereunder, as the case may be) shall have been given to a Responsible Officer of the Trustee
by the Company, any other obligor on such Debt Securities or by any Holder of such Debt
Securities.



     SECTION 9.04 Not Responsible for Recitals or Issuance of Debt Securities.



     The recitals contained herein and in the Debt Securities (except the Trustee’s certificates of
authentication) shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture, the Debt Securities or any



50









 







collateral security therefor. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Debt Securities or the proceeds thereof.



     SECTION 9.05 May Hold Debt Securities. 



     Each of the Trustee, any Authenticating Agent, any Paying Agent, any Debt Security Registrar
or any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and, subject to Sections 9.08 and 9.13, may otherwise deal with the
Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying
Agent, Debt Security Registrar or such other agent.



     SECTION 9.06 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 investment
of any money received by it hereunder except as expressly provided herein or otherwise agreed with,
and for the sole benefit of, the Company.



     SECTION 9.07 Compensation and Reimbursement. 



     The Company shall:




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




     (b) except as otherwise expressly provided herein, reimburse the Trustee upon its
request for all expenses or disbursements reasonably incurred or made by the Trustee in
accordance with any provision of this Indenture, including the costs of collection
(including the reasonable compensation and the expenses and disbursements of its agents and
counsel), except to the extent that any such expense or disbursement may be attributable to
its own negligence, willful misconduct or bad faith; and




     (c) fully indemnify the Trustee and hold it harmless from and against any and all
losses, demands, claims, liabilities, causes of action or expenses (including reasonable
attorney’s fees and expenses) incurred by it arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder or the performance of its
duties hereunder (including the reasonable 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, except to the extent any such loss, demand, claim, liability, cause of
action or expense may be attributable to its own negligence, willful misconduct or bad
faith) and assume the defense of the Trustee with counsel acceptable to the Trustee, unless
the Trustee shall have been advised by counsel that there may be a conflict of interest or
one or more legal defenses available to it which are different from or additional to those
available to the Company in which case the Trustee may employ, and the Company shall pay the
fees and expenses of, its own counsel.



51









 





     As security for the performance of the obligations of the Company under this Section 9.07, the
Trustee shall have a lien prior to the Debt Securities upon all property and funds held or
collected by the Trustee as such other than property and funds held in trust for the payment of
principal of, premium, if any, or interest on particular Debt Securities. “Trustee” for purposes
of this Section 9.07 shall include any predecessor Trustee; provided however, that the negligence,
willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.



     When a Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 8.01(f) or Section 8.01(g), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable federal or state bankruptcy, insolvency or other similar
law.



     The provisions of this Section 9.07 shall survive termination of this Indenture and
resignation or removal of the Trustee.



     SECTION 9.08 Disqualification; Conflicting Interests.



     If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee shall not be deemed to have a conflicting interest by virtue of
being a Trustee under this Indenture with respect to Debt Securities of more than one series.



     SECTION 9.09 Corporate Trustee Required; Eligibility. 



     There shall at all times be a Trustee hereunder which shall be




     (a) a corporation organized and doing business under the laws of the United States, any
State or Territory thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or State authority, or




     (b) if and to the extent permitted by the Commission by rule, regulation or order upon
application, a Person organized and doing business under the laws of a foreign government,
authorized under such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign currency
and subject to supervision or examination by authority of such foreign government or a
political subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees, and, in either case, qualified and
eligible under this Article IX and the Trust Indenture Act. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements of such
supervising or examining authority, then for the purposes of this Section 9.09, 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
shall cease to be eligible in accordance with the



52









 







provisions of this Section 9.09, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article IX.



     SECTION 9.10 Resignation and Removal; Appointment of Successor. 



     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article IX shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 9.11.



     (b) The Trustee may resign at any time with respect to the Debt Securities of one or more
series by giving written notice thereof to the Company. If the instrument of acceptance by a
successor Trustee required by Section 9.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition at the
expense of the Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of that series.



     (c) The Trustee may be removed at any time with respect to the Debt Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of that
series delivered to the Trustee and to the Company.



     (d) If at any time:




     (i) the Trustee shall fail to comply with Section 9.08 after written request therefor
by the Company or by any Holder who has been a bona fide Holder for at least six months, or




     (ii) the Trustee shall cease to be eligible under Section 9.09 and shall fail to resign
after written request therefor by the Company or by any Holder who has been a bona fide
Holder for at least six months, or




     (iii) 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, (x) the Company by a Board Resolution may remove the Trustee with respect
to all Debt Securities or (y) subject to Section 8.14, any Holder who has been a bona fide Holder
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 Debt Securities
and the appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated in clause (y) in
subsection (d) of this Section 9.10), with respect to the Debt Securities of one or more series,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debt Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Debt Securities of one or more or all of that series
and that at any time there shall be only one Trustee with respect to the Debt



53









 







Securities of any particular series) and shall comply with the applicable requirements of
Section 9.11. If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt
Securities of that series delivered to the Company 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 9.11, become the successor Trustee with respect to the Debt
Securities of that series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Debt Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the manner required by
Section 9.11, any Holder who has been a bona fide Holder of a Debt Security of that series for at
least six months may, on behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of that series.



     (f) So long as no event which is, or after notice or lapse of time, or both, would become, an
Event of Default shall have occurred and be continuing, and except with respect to a Trustee
appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt
Securities of one or more series pursuant to subsection (e) of this Section 9.10, if the Company
shall have delivered to the Trustee (i) a Board Resolution appointing a successor Trustee,
effective as of a date specified therein and (ii) an instrument of acceptance of such appointment,
effective as of such date, by such successor Trustee in accordance with Section 9.11, the Trustee
shall be deemed to have resigned as contemplated in subsection (b) of this Section 9.10, the
successor Trustee shall be deemed to have been appointed by the Company pursuant to subsection (e)
of this Section 9.10 and such appointment shall be deemed to have been accepted as contemplated in
Section 9.11, all as of such date, and all other provisions of this Section 9.10 and Section 9.11
shall be applicable to such resignation, appointment and acceptance except to the extent
inconsistent with this subsection (f).



     (g) The Company or, should the Company fail so to act promptly, the successor Trustee, at the
expense of the Company, shall give notice of each resignation and each removal of the Trustee with
respect to the Debt Securities of any series and each appointment of a successor Trustee with
respect to the Debt Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Debt Securities of that series as their names and
addresses appear in the Debt Security Register. Each notice shall include the name of the successor
Trustee with respect to the Debt Securities of that series and the address of its corporate trust
office.



     SECTION 9.11 Acceptance of Appointment by Successor. 



     (a) In case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or
the successor Trustee, such retiring Trustee shall, upon payment of all sums



54









 







owed to it, execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Debt Securities of one or more series shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (i) 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 Debt Securities of that or those series to which
the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring
with respect to all Debt 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 Debt 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 (iii) 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 Debt Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee, upon payment of all sums owed to it, shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Debt Securities of that or those series to which the appointment of
such successor Trustee relates.



     (c) Upon request of any such successor Trustee, the Company shall execute any instruments
which fully vest in and confirm to such successor Trustee all such rights, powers and trusts
referred to in subsection (a) or (b) of this Section 9.11, as the case may be.



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



     SECTION 9.12 Merger, Conversion, Consolidation or Succession to Business.



     Any Corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any Corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such Corporation shall be otherwise qualified and eligible under this Article IX, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in



55









 







office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Debt Securities.



     SECTION 9.13 Preferential Collection of Claims Against Company. 



     If the Trustee shall be or become a creditor of the Company or any other obligor upon the Debt
Securities (other than by reason of a relationship described in Section 311(b) of the Trust
Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor.



     SECTION 9.14 Co-trustees and Separate Trustees. 



     At any time or times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least thirty-three per centum (33%) in principal
amount of the Debt Securities then Outstanding, the Company shall for such purpose join with the
Trustee in the execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, or to act as separate trustee, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any
property, title, right or power deemed necessary or desirable, subject to the other provisions of
this Section 9.14. If the Company does not join in such appointment within 15 days after the
receipt by it of a request so to do, or if an Event of Default shall have occurred and be
continuing, the Trustee alone shall have power to make such appointment.



     Should any written instrument or instruments from the Company be required by any co-trustee or
separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such
property, title, right or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Company.



     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions:




     (a) the Debt Securities shall be authenticated and delivered, and all rights, powers,
duties and obligations hereunder in respect of the custody of securities, cash and other
personal property held by, or required to be deposited or pledged with, the Trustee
hereunder, shall be exercised solely, by the Trustee;




     (b) the rights, powers, duties and obligations hereby conferred or imposed upon the
Trustee in respect of any property covered by such appointment shall be conferred or imposed
upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee
or separate trustee jointly, as shall be provided in the instrument appointing such co-
trustee or separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Trustee shall be incompetent or unqualified
to perform such act, in which event such rights, powers, duties and obligations shall be
exercised and performed by such co-trustee or separate trustee;



56









 






     (c) the Trustee at any time, by an instrument in writing executed by it, with the
concurrence of the Company, may accept the resignation of or remove any co-trustee or
separate trustee appointed under this Section 9.14, and, if an Event of Default shall have
occurred and be continuing, the Trustee shall have power to accept the resignation of, or
remove, any such co-trustee or separate trustee without the concurrence of the Company. Upon
the written request of the Trustee, the Company shall join with the Trustee in the execution
and delivery of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section 9.14;




     (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of
any act or omission of the Trustee, or any other such trustee hereunder; and




     (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered
to each such co-trustee and separate trustee.



     SECTION 9.15 Appointment of Authenticating Agent. 



     The Trustee may appoint an Authenticating Agent or Agents with respect to the Debt Securities
of one or more series, or any Tranche thereof, which shall be authorized to act on behalf of the
Trustee to authenticate Debt Securities of that series or Tranche issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and
Debt 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 Debt 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, any State or territory thereof or the District
of Columbia or the Commonwealth of Puerto Rico, 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 9.15, 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 9.15, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this
Section 9.15.



     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



57









 







under this Section 9.15, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.



     An Authenticating Agent may resign at any time by giving 45 days 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
9.15, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Company. 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 9.15.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 9.15.



     The provisions of Sections 3.08, 9.04 and 9.05 shall be applicable to each Authenticating
Agent.



     If an appointment with respect to the Debt Securities of one or more series, or any Tranche
thereof, shall be made pursuant to this Section 9.15, the Debt Securities of that series or Tranche
may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate
certificate of authentication substantially in the following form:



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



     Dated:                                        



	 	 	 	 	 	 	 	 	 
	 	 	By Wells Fargo Bank, National Association,	 	 
	 

	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	As Authenticating Agent
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By
	 	 

Authorized Signatory
	 	 






     If all of the Debt Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Debt Securities upon original issuance
located in a Place of Payment where the Company wishes to have Debt Securities of that series
authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel),
shall appoint, in accordance with this Section 9.15 and in accordance with such



58









 







procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in
a Place of Payment designated by the Company with respect to that series of Debt Securities.



ARTICLE X




HOLDERS’ LISTS AND REPORTS

BY TRUSTEE AND COMPANY




     SECTION 10.01 Lists of Holders. 



     Semiannually, not later than April 1 and October 1 in each year, commencing with the year
2009, and at such other times as the Trustee may request in writing, the Company shall furnish or
cause to be furnished to the Trustee information as to the names and addresses of the Holders, and
the Trustee shall preserve such information and similar information received by it in any other
capacity and afford to the Holders access to information so preserved by it, all to such extent, if
any, and in such manner as shall be required by the Trust Indenture Act; provided however, that no
such list need be furnished so long as the Trustee shall be the Debt Security Registrar. Every
Holder of Debt Securities by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders of Debt Securities in accordance with Section 312 of the Trust Indenture Act, or any
successor section of such Act, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trust Indenture Act, or any successor section of such Act.



     SECTION 10.02 Reports by Trustee. 



     Within 60 days after May 15 of each year commencing with the first May 15 after the first
issuance of Debt Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Debt Securities as provided in of the Trust Indenture Act a brief report dated as of
such May 15 which meets the requirements of Section 313(a) of the Trust Indenture Act.



     A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange, if any, upon which the Debt Securities are listed, with the
Commission and with the Company. The Company will promptly notify the Trustee of the listing of
the Debt Securities on any stock exchange. In the event that, on any such reporting date, no
events have occurred under the applicable sections of the Trust Indenture Act within the 12 months
preceding such reporting date, the Trustee shall be under no duty or obligation to provide such
reports.



     SECTION 10.03 Reports by Company.



     The Company will 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 Section 314(a) of the Trust Indenture Act at the times and in the manner provided pursuant to
the Trust Indenture Act. The Trustee agrees that any such information, documents or reports filed
by the Company on the EDGAR system of the Commission pursuant to Section 13



59









 







or 15(d) of the Exchange Act shall constitute the filing thereof with, and delivery thereof
to, the Trustee.



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



ARTICLE XI




CONSOLIDATION, MERGER,

CONVEYANCE OR OTHER TRANSFER




     SECTION 11.01 Company May Consolidate, Etc., Only on Certain Terms. 



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




     (a) 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 Person organized and existing under
the laws of the United States, any State thereof or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal
of, and premium, if any, and interest, if any, on all Outstanding Debt Securities and the
performance of every covenant of this Indenture on the part of the Company to be performed
or observed;




     (b) 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




     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, or other transfer or
lease and such supplemental indenture comply with this Article XI and that all conditions
precedent herein provided for relating to such transactions have been complied with.



     SECTION 11.02 Successor Person Substituted. 



     Upon any consolidation by the Company with or merger by the Company into any other Person or
any conveyance, or other transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 11.01, the successor Person formed by such
consolidation or into which the Company is merged or the Person 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 under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a



60









 







lease, the predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Debt Securities Outstanding hereunder.



ARTICLE XII




SUPPLEMENTAL INDENTURES




     SECTION 12.01 Supplemental Indentures Without Consent of Holders. 



     Without the consent of any Holders, the Company and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:




     (a) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Debt Securities, all as
provided in Article XI; or




     (b) to add one or more covenants of the Company or other provisions for the benefit of
all Holders or for the benefit of the Holders of, or to remain in effect only so long as
there shall be Outstanding Debt Securities of, one or more specified series, or one or more
specified Tranches thereof, or to surrender any right or power herein conferred upon the
Company; or




     (c) to add any additional Events of Default with respect to all or any series or
Tranche of Debt Securities Outstanding hereunder; or




     (d) to change or eliminate any provision of this Indenture or to add any new provision
to this Indenture in a manner that does not adversely affect in any material respect the
interests of the Holders of Debt Securities of any series or Tranche Outstanding on the date
of such indenture supplemental hereto; provided that no such change, elimination or addition
shall be deemed adversely to affect the Holders of Debt Securities of any series if the
effect thereof is to conform this Indenture or such Debt Securities to the description
thereof in any offering circular, offering memorandum or prospectus prepared and used by the
Company in connection with the initial offering of the Debt Securities of that series; or




     (e) to provide collateral or security for the Debt Securities or provide for guarantors
of Debt Securities; or




     (f) to establish the form or terms of Debt Securities of any series or Tranche as
contemplated by Sections 2.01 and 3.01; or




     (g) to add to or change any of the provisions of this Indenture to provide that bearer
securities may be registerable as to principal, to change or eliminate any restrictions on
the payment of principal of or any premium or interest on bearer securities, to permit
bearer securities to be issued in exchange for Debt Securities registered in the Debt
Security Register, to permit bearer securities to be issued in



61









 







exchange for bearer securities of other authorized denominations or to permit or
facilitate the issuance of Debt Securities in uncertificated form; or




     (h) to evidence and provide for the acceptance of appointment hereunder by a separate
or successor Trustee with respect to the Debt 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 9.11(b); or




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




     (j) to comply with the requirements of the Commission to effect or maintain
qualification of this Indenture under the Trust Indenture Act; or




     (k) to supplement any provision of this Indenture to such extent as may be necessary to
permit or facilitate the defeasance and discharge of any series of Debt Securities pursuant
to Section 7.01, 13.02 or 13.03; provided that such action shall not adversely affect the
interests of the Holders of Debt Securities of any series in any material respect.



     Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at
the date of the execution and delivery of this Indenture or at any time thereafter shall be amended
and if any such amendment shall require one or more changes to any provisions hereof or the
inclusion herein of any additional provisions, or shall by operation of law be deemed to effect
such changes or incorporate such provisions by reference or otherwise, this Indenture shall be
deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the
Company and the Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to effect or evidence such changes or additional provisions.



     SECTION 12.02 Supplemental Indentures With Consent of Holders. 



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




     (a) change the Stated Maturity of the principal of, or any installment of principal of
or interest on any Debt Security, or reduce the principal amount thereof or the rate of
interest thereon (or the amount of any installment of interest thereon) or change the method
of calculating such rate or reduce any premium payable upon the redemption thereof, or
reduce the amount of the principal of a Discount Debt Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.02, or
change any Place of Payment or the coin or currency (or other property), in which any Debt
Security or any premium or the interest thereon is



62









 







payable, or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity of any Debt Security (or, in the case of redemption, on or
after the Redemption Date), or




     (b) reduce the percentage in principal amount of the Outstanding Debt Securities of any
series or any Tranche thereof, the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is required for any waiver of
compliance with any provision of this Indenture or of any default hereunder and its
consequences, or




     (c) modify any of the provisions of this Section 12.02, Section 6.07 or Section 8.13
with respect to the Debt Securities of any series, or any Tranche thereof (except to
increase the percentages in principal amount referred to in this Section 12.02 or such other
Sections or to provide that other provisions of this Indenture cannot be modified or waived
without the consent of each Holder of Outstanding Debt Securities 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 12.02, or the deletion of this proviso, in accordance with the requirements of
Sections 9.11(b), 9.14 and 12.01(h).



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



     Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the
execution of any such supplemental indenture, compliance by the Company with Section 12.03 hereof,
and the filing with the Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the Trustee shall join with
the Company in the execution of such supplemental indenture unless the supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture, or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into such supplemental
indenture.



     It shall not be necessary for any Act of Holders under this Section 12.02 to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof. A waiver by a Holder of such Holder’s right to consent under
this Section 12.02 shall be deemed to be a consent of such Holder.



     SECTION 12.03 Execution of Supplemental Indentures. 



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article XII or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be provided with, and (subject to Section 9.01) shall be fully protected in



63









 







relying upon an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture.



     SECTION 12.04 Effect of Supplemental Indentures. 



     Upon the execution of any supplemental indenture under this Article XII 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 Debt Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted
by this Article XII may restate this Indenture in its entirety, and, upon the execution and
delivery thereof, any such restatement shall supersede this Indenture as theretofore in effect for
all purposes.



     SECTION 12.05 Conformity With Trust Indenture Act. 



     Every supplemental indenture executed pursuant to this Article XII shall conform to the
requirements of the Trust Indenture Act as then in effect.



     SECTION 12.06 Reference in Debt Securities to Supplemental Indentures.



     Debt Securities of any series, or any Tranche thereof, authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article XII may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Debt Securities of any series, or
any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company, to
any such supplemental indenture may be prepared and executed by the Company and authenticated and
delivered by the Trustee in exchange for Outstanding Debt Securities of that series or Tranche.



     SECTION 12.07 Execution of Supplemental Indentures. 



     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.



ARTICLE XIII




DEFEASANCE AND COVENANT DEFEASANCE




     SECTION 13.01 Company’s Option to Effect Defeasance or Covenant Defeasance.



     The Company may elect, at its option by Board Resolution at any time, to have either Section
13.02 or Section 13.03 applied to the Outstanding Debt Securities of any series designated pursuant
to Section 3.01 as being defeasible pursuant to this Article XIII (hereinafter called a “Defeasible
Series”), upon compliance with the conditions set forth below in this Article XIII.



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     SECTION 13.02 Defeasance and Discharge.



     Upon the Company’s exercise of the option provided in Section 13.01 to have this Section 13.02
applied to the Outstanding Securities of any Defeasible Series and subject to the proviso to
Section 13.02, the Company shall be deemed to have been discharged from its obligations with
respect to the Outstanding Debt Securities of that series as provided in this Section 13.02 on and
after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding Debt Securities of that
series and to have satisfied all its other obligations under the Debt Securities of that series and
this Indenture insofar as the Debt Securities of that series are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged hereunder: (a) the right of
Holders of Debt Securities of that series to receive, solely from the trust fund described in
Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities of that series when payments are due, (b) the
Company’s obligations with respect to the Securities of that series under Sections 3.04, 3.05,
3.06, 6.02 and 6.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (d) this Article XIII. Subject to compliance with this Article XIII, the Company may exercise
its option provided in Section 13.01 to have this Section 13.02 applied to the Outstanding
Securities of any Defeasible Series notwithstanding the prior exercise of its option provided in
Section 13.01 to have Section 13.03 applied to the Outstanding Securities of that series.



     SECTION 13.03  Covenant Defeasance.



     Upon the Company’s exercise of the option provided in Section 13.01 to have this Section 13.03
applied to the Outstanding Securities of any Defeasible Series,




     (a) the Company shall be released from its obligations under Sections 6.06 and 11.01,
and




     (b) the occurrence of any event specified in Sections 8.01(d) (with respect to Sections
6.06 and 11.01), 8.01(e) and 8.01(h) shall be deemed not to be or result in an Event of
Default,



in each case with respect to the Outstanding Securities of that series as provided in this Section
13.03 on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter
called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Company
may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such specified Section (to the extent so specified in the case of Section
8.01(d)), 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 the Securities of that series shall be
unaffected thereby.



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     SECTION 13.04 Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions to application of either Section 13.02 or Section 13.03
to the Outstanding Debt Securities of any Defeasible Series:




     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee that satisfies the requirements contemplated by Section 9.09 and
agrees to comply with the provisions of this Article XIII 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 benefit of the Holders of Outstanding Debt Securities of
that series, (1) money in an amount or (2) Government Obligations that 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 nationally
recognized firm of independent public accountants 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, the principal of and
any premium and interest on the Debt Securities of that series on the respective Stated
Maturities, in accordance with the terms of this Indenture and the Debt Securities of that
series.




     (b) In the case of an election under Section 13.02, the Company shall have delivered to
the Trustee an Opinion of Counsel stating that (1) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (2) since the date first set
forth hereinabove, there has been a change in the applicable federal income tax law, in
either case (1) or (2) to the effect that, the Holders of the Outstanding Debt Securities of
that series will not recognize income, gain or loss for federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to the Debt
Securities of that series and will be subject to federal income tax on the same amount, and
in the same manner and at the same times as would be the case if such deposit, Defeasance
and discharge were not to occur.




     (c) In the case of an election under Section 13.03, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Debt
Securities of that series will not recognize income, gain or loss for federal income tax
purposes as a result of the deposit and Covenant Defeasance to be effected with respect to
the Debt Securities of that series 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.




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




     (e) No Event of Default or event that (after notice or lapse of time or both) would
become an Event of Default shall have occurred and be continuing at the time of such deposit
or, with regard to any Event of Default or any such event specified in



66









 







Sections 8.01(f) and (g), 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).




     (f) 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 Debt
Securities are in default within the meaning of the Trust Indenture Act).




     (g) 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 is
a party or by which it is bound.




     (h) 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 the Investment Company Act or exempt from
registration thereunder.




     (i) The Company, shall have delivered to the Trustee an Officers’ 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 13.05 Deposited Money and Government Obligations To Be Held In Trust; Other
Miscellaneous Provisions.



     Subject to the provisions of the last paragraph of Section 6.03, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 13.05 and Section 13.06, the Trustee and any such other
trustee are referred to collectively as the “Trustee”) pursuant to Section 13.04 in respect of the
Debt Securities of any Defeasible Series shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Debt Securities of that series and this Indenture, to the
payment, either directly or through any such Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of Debt Securities of that series, 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 shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the Government Obligations deposited pursuant to Section 13.04 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
that by law is for the account of the Holders of Outstanding Debt Securities.



     Anything in this Article XIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or Government Obligations held
by it as provided in Section 13.04 with respect to Debt Securities of any Defeasible Series that,
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 that
would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance
with respect to the Debt Securities of that series.



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     SECTION 13.06 Reinstatement



     If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article XIII with respect to the Debt Securities of any series by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the Debt Securities of that
series shall be revived and reinstated as though no deposit had occurred pursuant to this Article
XIII with respect to Debt Securities of that series until such time as the Trustee or Paying Agent
is permitted to apply all money held in trust pursuant to Section 13.05 with respect to Debt
Securities of that series in accordance with this Article XIII; provided, however, that if the
Company makes any payment of principal of or any premium or interest on any Debt Security of that
series following the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of Debt Securities of that series to receive such payment from the money so
held in trust.



ARTICLE XIV




IMMUNITY OF INCORPORATORS,

STOCKHOLDERS, OFFICERS AND DIRECTORS




     SECTION 14.01 Liability Solely Corporate.



     No recourse shall be had for the payment of the principal of or premium, if any, or interest,
if any, on any Debt Securities, or any part thereof, or for any claim based thereon or otherwise in
respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or
agreement under this Indenture, against any incorporator, stockholder, officer or director, as
such, past, present or future of the Company or of any predecessor or successor Corporation (either
directly or through the Company or a predecessor or successor Corporation), whether by virtue of
any constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Debt
Securities are solely corporate obligations, and that no personal liability whatsoever shall attach
to, or be incurred by, any incorporator, stockholder, officer or director, past, present or future,
of the Company or of any predecessor or successor Corporation, either directly or indirectly
through the Company or any predecessor or successor Corporation, because of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or agreements contained in
this Indenture or in any of the Debt Securities or to be implied herefrom or therefrom, and that
any such personal liability is hereby expressly waived and released as a condition of, and as part
of the consideration for, the execution of this Indenture and the issuance of the Debt Securities.



[Signature page follows]




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



	 	 	 	 	 	 	 
	 	 	NOBLE ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chris Tong	 	 
	 

	 	 	 	 

Chris Tong, Senior Vice President and

Chief Financial Officer
	 	 






	 	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	By

	 	/s/ Arnold J. Johnson
 

Name: Arnold J. Johnson
	 	 
	 

	 	Title: Corporate Secretary	 	 






[Trustee’s signature page follows]




 









 








	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John C. Stohlmann
 

Authorized Representative