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Exhibit 4.1    
  


         PRUDENTIAL public limited company

Issuer  


and  


Wilmington Trust Company

Senior Trustee  




SENIOR INDENTURE  


Dated as of [    •    ], 2003  




Senior Debt Securities  


SIDLEY AUSTIN BROWN & WOOD
  7 PRINCES STREET

LONDON EC2R 8AQ

TELEPHONE 020 7778 1800

FACSIMILE 020 7796 1807

REF: 






  



 
 

PRUDENTIAL plc    
  



        Reconciliation and tie showing the location in this Senior Indenture of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust
Indenture Act of 1939. 



	 
	 	 
	 	 

	Trust Indenture Act, Section
	 	Senior Indenture Section

	s310	 	(a)(1)	 	6.09
	 	 	(a)(2)	 	6.09
	 	 	(a)(3)	 	Not applicable
	 	 	(a)(4)	 	Not applicable
	 	 	(a)(5)	 	6.09
	 	 	(b)	 	6.08 and 6.10
	 	 	(c)	 	Not applicable
	s311	 	(a)	 	6.13
	 	 	(b)	 	6.13
	 	 	(c)	 	Not applicable
	s312	 	(a)	 	7.01 and 7.02(a)
	 	 	(b)	 	7.02(b)
	 	 	(c)	 	7.02(c)
	s313	 	(a)	 	7.03(a)
	 	 	(b)	 	7.03(a)
	 	 	(c)	 	7.03(a)
	 	 	(d)	 	7.03(b)
	s314	 	(a)	 	7.04 and 10.04
	 	 	(b)	 	Not applicable
	 	 	(c)	 	1.02
	 	 	(c)(1)	 	1.02
	 	 	(c)(2)	 	1.02
	 	 	(c)(3)	 	1.01
	 	 	(d)	 	Not applicable
	 	 	(e)	 	1.02
	s315	 	(a)	 	6.01(a)
	 	 	(b)	 	6.02 and 7.03(a)
	 	 	(c)	 	6.01(b)
	 	 	(d)	 	6.01(c)
	 	 	(d)(1)	 	6.01(c)(1)
	 	 	(d)(2)	 	6.01(c)(2)
	 	 	(d)(3)	 	6.01(c)(3)
	 	 	(e)	 	5.14
	s316	 	(a)(1)(A)	 	5.02 and 5.12
	 	 	(a)(1)(B)	 	5.13
	 	 	(a)(2)	 	Not applicable
	 	 	(b)	 	5.07
	 	 	(c)	 	1.04(a)
	s317	 	(a)(1)	 	5.03
	 	 	(a)(2)	 	5.04
	 	 	(b)	 	10.03
	s318	 	(a)	 	1.07







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


i






  



 
 

TABLE OF CONTENTS    
  



	 
	 	Page

	ARTICLE ONE
	

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	

SECTION 1.01 Definitions	
 	

1
	
SECTION 1.02 Compliance Certificates and Opinions	
 	

8
	
SECTION 1.03 Form of Documents Delivered to Senior Trustee	
 	

8
	
SECTION 1.04 Acts of Holders; Communication by Holders with Other Holders	
 	

9
	
SECTION 1.05 Notices, Etc., to Senior Trustee or Issuer	
 	

10
	
SECTION 1.06 Notice to Holders; Waiver	
 	

10
	
SECTION 1.07 Conflict with Trust Indenture Act	
 	

11
	
SECTION 1.08 Effect of Headings and Table of Contents	
 	

11
	
SECTION 1.09 Successors and Assigns	
 	

11
	
SECTION 1.10 Separability Clause	
 	

11
	
SECTION 1.11 Benefits of Senior Indenture	
 	

11
	
SECTION 1.12 Governing Law	
 	

11
	
SECTION 1.13 Non-Business Day	
 	

12
	
SECTION 1.14 Immunity of Incorporators, Stockholders, Officers and Directors	
 	

12
	
SECTION 1.15 Certain Matters Relating to Currencies	
 	

12
	
SECTION 1.16 Language of Notices, Etc	
 	

12
	
SECTION 1.17 Appointment of Agent for Service	
 	

13
	
SECTION 1.18 Rules by Trustee and Agents	
 	

13
	
SECTION 1.19 Successors; No Recourse Against Others	
 	

14
	
SECTION 1.20 Duplicate Originals	
 	

14
	
ARTICLE TWO
	

SECURITY FORMS
	

SECTION 2.01 Forms of Securities	
 	

14
	
SECTION 2.02 Form of Senior Trustee's Certificate of Authentication	
 	

14
	
SECTION 2.03 Securities in Global Form	
 	

15
	
ARTICLE THREE
	

THE SECURITIES
	

SECTION 3.01 Title; Payment and Terms	
 	

15
	
 	
 	

 



ii





 

	
SECTION 3.02 Denominations and Currencies	
 	

18
	
SECTION 3.03 Execution, Authentication, Delivery and Dating	
 	

18
	
SECTION 3.04 Temporary Securities and Exchange of Securities	
 	

20
	
SECTION 3.05 Registration, Registration of Transfer and Exchange	
 	

20
	
SECTION 3.06 Mutilated, Destroyed, Lost and Stolen Securities	
 	

22
	
SECTION 3.07 Payment of Interest; Interest Rights Preserved	
 	

23
	
SECTION 3.08 Persons Deemed Owners	
 	

24
	
SECTION 3.09 Cancellation	
 	

24
	
SECTION 3.10 Computation of Interest	
 	

24
	
SECTION 3.11 Currency and Manner of Payments in Respect of Securities	
 	

24
	
SECTION 3.12 Currency Determination Agent	
 	

28
	
SECTION 3.13 CUSIP or ISIN Numbers	
 	

28
	
SECTION 3.14 Authenticating Agents	
 	

29
	
ARTICLE FOUR
	

SATISFACTION AND DISCHARGE
	

SECTION 4.01 Satisfaction and Discharge of Securities of any Series	
 	

30
	
SECTION 4.02 Application of Trust Money	
 	

32
	
SECTION 4.03 Satisfaction and Discharge of Senior Indenture	
 	

33
	
SECTION 4.04 Reinstatement	
 	

33
	
ARTICLE FIVE
	

REMEDIES
	

SECTION 5.01 Events of Default	
 	

33
	
SECTION 5.02 Acceleration of Maturity; Rescission and Annulment	
 	

35
	
SECTION 5.03 Collection of Indebtedness and Suits for Enforcement by Senior Trustee	
 	

36
	
SECTION 5.04 Senior Trustee May File Proofs of Claim	
 	

36
	
SECTION 5.05 Senior Trustee May Enforce Claims Without Possession of Securities	
 	

37
	
SECTION 5.06 Application of Money Collected	
 	

37
	
SECTION 5.07 Limitation on Suits	
 	

38
	
SECTION 5.08 Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any	
 	

38
	
SECTION 5.09 Restoration of Rights and Remedies	
 	

38
	
SECTION 5.10 Rights and Remedies Cumulative	
 	

39
	
 	
 	

 



iii





 

	
SECTION 5.11 Delay or Omission Not Waiver	
 	

39
	
SECTION 5.12 Control by Holders	
 	

39
	
SECTION 5.13 Waiver of Past Defaults	
 	

39
	
SECTION 5.14 Undertaking for Costs	
 	

40
	
SECTION 5.15 Waiver of Stay or Extension Laws	
 	

40
	
SECTION 5.16 Judgment Currency	
 	

40
	
ARTICLE SIX
	

THE SENIOR TRUSTEE
	

SECTION 6.01 Certain Duties and Responsibilities	
 	

41
	
SECTION 6.02 Notice of Default	
 	

42
	
SECTION 6.03 Certain Rights of Senior Trustee	
 	

42
	
SECTION 6.04 Not Responsible for Recitals or Issuance of Securities	
 	

43
	
SECTION 6.05 May Hold Securities	
 	

43
	
SECTION 6.06 Money Held in Trust	
 	

43
	
SECTION 6.07 Compensation and Reimbursement	
 	

44
	
SECTION 6.08 Disqualification; Conflicting Interests	
 	

44
	
SECTION 6.09 Corporate Senior Trustee Required; Different Senior Trustees for Different Series; Eligibility	
 	

45
	
SECTION 6.10 Resignation and Removal; Appointment of Successor	
 	

45
	
SECTION 6.11 Acceptance of Appointment by Successor	
 	

47
	
SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business	
 	

48
	
SECTION 6.13 Preferential Collection of Claims Against the Issuer	
 	

49
	
ARTICLE SEVEN
	

HOLDERS' LISTS AND REPORTS BY SENIOR TRUSTEE AND ISSUER
	

SECTION 7.01 Issuer to Furnish Senior Trustee Names and Addresses of Holders	
 	

49
	
SECTION 7.02 Preservation of Information; Communications to Holders	
 	

49
	
SECTION 7.03 Reports by Senior Trustee	
 	

50
	
SECTION 7.04 Reports by Issuer	
 	

51
	
ARTICLE EIGHT
	

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	

SECTION 8.01 Issuer May Consolidate, Etc., Only on Certain Terms	
 	

51
	
SECTION 8.02 Successor Corporation Substituted	
 	

52
	
 	
 	

 



iv





 

	
ARTICLE NINE
	

SUPPLEMENTAL INDENTURES
	

SECTION 9.01 Supplemental Senior Indentures Without Consent of Holders	
 	

52
	
SECTION 9.02 Supplemental Senior Indentures With Consent of Holders	
 	

54
	
SECTION 9.03 Execution of Supplemental Senior Indentures	
 	

55
	
SECTION 9.04 Effect of Supplemental Senior Indentures	
 	

55
	
SECTION 9.05 Conformity With Trust Indenture Act	
 	

55
	
SECTION 9.06 Reference in Securities to Supplemental Senior Indentures	
 	

55
	
ARTICLE TEN
	

COVENANTS
	

SECTION 10.01 Payment of Principal (and Premium, if any) and Interest, if any	
 	

55
	
SECTION 10.02 Maintenance of Office or Agency	
 	

56
	
SECTION 10.03 Money for Securities Payments to Be Held in Trust	
 	

57
	
SECTION 10.04 Statements as to Compliance	
 	

58
	
SECTION 10.05 Corporate Existence	
 	

58
	
SECTION 10.06 Negative Pledge	
 	

58
	
SECTION 10.07 Waiver of Certain Covenants	
 	

59
	
SECTION 10.08 Payment of Additional Amounts	
 	

59
	
SECTION 10.09 Calculation of Original Issue Discount	
 	

61
	
ARTICLE ELEVEN
	

REDEMPTION OF SECURITIES
	

SECTION 11.01 Applicability of This Article	
 	

61
	
SECTION 11.02 Election to Redeem; Notice to Senior Trustee	
 	

61
	
SECTION 11.03 Selection of Securities to Be Redeemed	
 	

62
	
SECTION 11.04 Notice of Redemption	
 	

62
	
SECTION 11.05 Deposit of Redemption Price	
 	

63
	
SECTION 11.06 Securities Payable on Redemption Date	
 	

63
	
SECTION 11.07 Securities Redeemed in Part	
 	

63
	
SECTION 11.08 Tax Redemption	
 	

64
	
ARTICLE TWELVE
	

SINKING FUNDS
	

SECTION 12.01 Applicability of This Article	
 	

64
	
 	
 	

 



v





 

	
SECTION 12.02 Satisfaction of Sinking Fund Payments With Securities	
 	

65
	
SECTION 12.03 Redemption of Securities for Sinking Fund	
 	

66




vi







 
 

PRUDENTIAL SENIOR INDENTURE    
  


        This is a SENIOR INDENTURE dated as of [    •    ], 2003, among Prudential plc, a public limited company
duly organized and existing under the laws of England and Wales and having its principal office at Laurence Pountney Hill, London EC4R 0HH, England (hereinafter called the "Issuer"), and Wilmington
Trust Company, a banking corporation duly organized and existing under the laws of Delaware and having its Corporate Trust Office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890 USA, as Senior Trustee (hereinafter called the "Senior Trustee"). 


 
 

RECITALS OF THE ISSUER    
  


        The Issuer deems it necessary to issue from time to time for its lawful purposes securities in registered form (hereinafter called the "Securities") evidencing
its unsecured indebtedness and has duly authorized the execution and delivery of this Senior Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal
amount, to have such titles, to bear such rates of interest, to mature at such time or times and to have such other provisions as shall be established as hereinafter provided. 


        All
things necessary to make this Senior Indenture a valid agreement of the Issuer, in accordance with its terms, have been done, and the Issuer proposes to do all things necessary to
make the Securities, when executed by the Issuer and authenticated and delivered by the Senior Trustee hereunder and duly issued by the Issuer, the valid obligations of the Issuer as hereinafter
provided. 


NOW THEREFORE, THIS SENIOR INDENTURE WITNESSETH:


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


 
 

ARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION    
  


 
  SECTION 1.01.    Definitions.


        For
all purposes of this Senior Indenture and all Securities issued hereunder, except as otherwise expressly provided herein, in one or more indentures supplemental hereto or in an
Officers' Certificate pursuant to Section 3.01 or unless the context otherwise requires: 


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


        (2)  all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 


        (3)  all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United Kingdom,
and the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United
Kingdom at the date or time of such computation; and 


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


        Certain
terms, used principally in Article Three and Article Six, are defined in those Articles. 


        "Act", when used with respect to any Holder, has the meaning specified in Section 1.04. 





 



        "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. 


        "Auditors" means the auditors for the time being of the Issuer, or if there shall be joint auditors of the Issuer, any one or more of such
joint auditors. 


        "Authenticating Agent" means any Person authorized to authenticate and deliver Securities in the name of and as the agent of, the Senior
Trustee for the Securities of any series pursuant to Section 3.14. 



        "Bankruptcy Law" means any bankruptcy, insolvency, reorganization or other similar law of the United States or any State thereof, England
or Wales or any other applicable country or jurisdiction. 


        "Board of Directors" means the board of directors of the Issuer or any duly authorized committee of that board or any director or
directors and/or officer or officers of the Issuer to whom that board or committee shall have duly delegated its authority. 


        "Board Resolution" means (i) a copy of a resolution certified by the Secretary or a Deputy or Assistant Secretary of the Issuer to
have been duly adopted by the Board of Directors or an authorized committee thereof and to be in full force and effect on the date of such certification, or (ii) a certificate signed by the
director or directors and/or officer or officers to whom the Board of Directors of the Issuer shall have duly delegated its authority, and, in each case, delivered to the Senior Trustee for the
Securities of any series. 


        "Business Day", when used with respect to any particular Place of Payment, means, unless otherwise specified in the Securities of a
series, each day, other than a Saturday or Sunday, which is not a day on which commercial banking institutions in The City of New York or in London, England or in the applicable Place of Payment, or,
in respect of any payment to be made in a Foreign Currency, in the principal financial center of the country issuing such Foreign Currency, are authorized or required by law, regulation or executive
order to close, and shall otherwise mean each day, other than a Saturday or Sunday, which is not a day on which banking institutions, at the place where any specified act pursuant to this Senior
Indenture is to occur, are authorized or required by law, regulation or executive order to close. 


        "Certificate of a Firm of Independent Public Accountants" means a certificate signed by any firm of independent public accountants of
nationally recognized standing in the country of organization of the Issuer selected by the Issuer which may include the Auditors of the Issuer. 



        "Commission" means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act
(as defined below), or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date. 


        "Component Currency" has the meaning specified in Section 3.11(h). 


        "Conversion Date" has the meaning specified in Section 3.11(d). 



        "Conversion Event" means the unavailability of any Foreign Currency or currency unit due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer. 


2





 



        "Corporate Trust Office" means the office of the Senior Trustee for Securities of any series at which at any particular time its corporate
trust business shall be principally administered, which office of Wilmington Trust Company, at the date of the execution of this Senior Indenture, is located at Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890 USA. 


        "corporation" includes corporations, associations, companies and business trusts. 


        "Currency Determination Agent", with respect to Securities of any series, means, unless otherwise specified in the Securities of a series,
a New York Clearing House bank designated pursuant to Section 3.01 or Section 3.12. 



        "Currency Determination Agent's Certificate" means a certificate or facsimile thereof setting forth (i) the applicable Market
Exchange Rate and (ii) the Dollar, Foreign Currency or currency unit amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section 3.02 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis of
such Market Exchange Rate, signed by the Currency Determination Agent. 


        "Defaulted Interest" has the meaning specified in Section 3.07. 



        "Depositary" means, with respect to the Securities of any series issuable or issued in the form of a global Security, the Person
designated as Depositary by the Issuer pursuant to Section 3.01 until a successor Depositary shall have become such pursuant to the applicable provisions of this Senior Indenture, and
thereafter "Depositary" shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, "Depositary" as used with respect to the Securities
of any such series shall mean each Depositary with respect to the Securities of that series. 


        "Discounted Security" means any Security which provides for an amount (excluding any amounts attributable to accrued but unpaid interest
thereon) less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 


        "Dollar Equivalent of the Currency Unit" has the meaning specified in Section 3.11(g). 


        "Dollar Equivalent of the Foreign Currency" has the meaning specified in Section 3.11(f). 



        "Dollars" and the sign "$" mean the currency of the United States that as at the time of
payment is legal tender for the payment of public and private debts. 


        "Election Date" has the meaning specified in Section 3.11(h). 


        "euro" means the single currency of the participating member states of the European Union that adopted the euro as their lawful currency
pursuant to the Treaty establishing the European Union (as amended from time to time), and "participating member states" means those member states of the European Union from time to time which adopt a
single, shared currency in the Third Stage, as defined and identified in European Union legislation. 


        "Event of Default" has the meaning specified in Section 5.01. 


        "Exchange Act" means the United States Securities Exchange Act of 1934, as amended. 


        "Exchange Rate Officers' Certificate" means a certificate or facsimile thereof setting forth (i) the applicable Market Exchange
Rate and (ii) the Dollar, Foreign Currency or currency unit amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the
lowest denomination principal amount determined in accordance with Section 3.02 in the relevant currency or currency unit), payable with respect to a Security of any series on the basis of such
Market Exchange Rate, signed by the finance director or treasurer of the Issuer. 


3





 

        "Foreign Currency" means a currency issued and actively maintained as a country's or countries' recognized unit of domestic exchange by
the government of any country other than the United States. 


        "Holder", when used with respect to any Security, means the Person in whose name a Security is registered in the Security Register. 


        "Indebtedness for Moneys Borrowed" means the principal amount of (i) all moneys borrowed and (ii) all debentures (together
in each case with any fixed or minimum premium payable on final redemption or repayment) which neither the Issuer nor any Subsidiary beneficially owns for the time being. 


        "interest", when used with respect to a Discounted Security which by its terms bears interest only after Maturity, means interest payable
after Maturity. 


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


        "Issuer" means the Person named as an "Issuer" in the first paragraph of this instrument until a successor corporation shall have become
such pursuant to the applicable provisions of this Senior Indenture, and thereafter "Issuer" shall mean such successor corporation. 


        "Issuer Request" and "Issuer Order" mean, respectively, a written request or order
(a) signed in the name of the Issuer by (i) any two of its chairman of the board, deputy chairman of the board, group chief executive officer, treasurer, group finance director or
director group finance and risk, (ii) any one of the foregoing Persons together with any group secretary or deputy group secretary of the Issuer, or (iii) any two Persons designated by
the Issuer in an Issuer Order previously delivered to the Senior Trustee for Securities of any series and (b) delivered to the Senior Trustee and/or Principal Paying Agent, as the case may be,
for Securities of any series in accordance with the provisions of this Senior Indenture. 


        "Market Exchange Rate" means, unless otherwise specified in the Securities of a series, (i) for any conversion involving a currency
unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified
pursuant to Section 3.01 for the Securities of the relevant series and (ii) for any conversion of Dollars into any Foreign Currency or for any conversion of one Foreign Currency into
Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which
conversion is being made could be purchased with the Dollars or Foreign Currency from which conversion is being made from major banks located in either New York City, New York, London, England, or any
other principal market for Dollars or such Foreign Currency, in each case determined by the Issuer or the Currency Determination Agent. In the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i) and (ii), the Issuer or the Currency Determination Agent shall use, in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, New York, London, England, or other principal market for such
currency or currency unit in question, or such other quotations as the Issuer or the Currency Determination Agent shall deem appropriate. Unless otherwise specified by the Issuer or the Currency
Determination Agent, if there is more than one market for dealing in any currency or currency unit by reason of foreign exchange regulations or otherwise, the market to be used in respect of such
currency or currency unit shall be that upon which a nonresident issuer of securities designated in such currency or currency unit would purchase such currency or currency unit in order to make
payments in respect of such securities. For purposes of this definition, a "nonresident issuer" shall mean an issuer that is not a resident of the country or countries that issue such currency or
whose currencies are included in such currency unit. 


4





 



        "Maturity", when used with respect to any Security, means the date on which the principal (or, if the context so requires, lesser amount
in the case of Discounted Securities) of (or premium, if any, on) that Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption, request for redemption, repayment at the option of the Holder, pursuant to any sinking fund provisions or otherwise. 



        "Officers' Certificate" means a certificate of the Issuer signed by (i) any two of its chairman of the board, deputy chairman of
the board, group chief executive officer, treasurer, group finance director or director group finance and risk or (ii) any one of the foregoing Persons together with any group secretary or
deputy group secretary of the Issuer, and delivered in form and substance reasonably acceptable to the Senior Trustee and/or Principal Paying Agent, as the case may be, for the Securities of any
series in accordance with the provisions of this Senior Indenture. 


        "Opinion of Counsel" means a written opinion of outside legal counsel in form and substance reasonably acceptable to the Senior Trustee
for the Securities of any series and who may be regular outside counsel to the Issuer. 


        "Outstanding", when used with respect to the Securities, means, as of the date of determination, all Securities which have been
authenticated and delivered under this Senior Indenture, except: 


        (1)  Securities
which have been cancelled by the Senior Trustee for such Securities or delivered to such Senior Trustee for cancellation; 



        (2)  Securities
or portions thereof for whose payment or redemption money in the necessary amount and in the required currency or currency unit has been deposited with or to
the order of the Senior Trustee for such Securities or any Paying Agent (other than the Issuer or any other obligor upon the Securities) in trust or set aside and segregated in trust by the Issuer or
any other obligor upon the Securities (if the Issuer or any other obligor upon the Securities shall act as its own Paying Agent) for the Holders of such Securities; provided, however, that, if such
Securities or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Senior Indenture, or provision therefor satisfactory to such Senior Trustee has been
made unless, in each case, there is a default in such payment or redemption; and 



        (3)  Securities
which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to
this Senior Indenture, other than any such Securities in respect of which there shall have been presented proof reasonably satisfactory to the Issuer and the Senior Trustee for such Securities that
any such Securities are held by bona fide holders in due course; 


provided, however, that in determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities have given any request,
demand, authorization, direction, notice, consent or waiver or taken any other action hereunder (a) Securities owned by the Issuer or any other obligor upon the Securities or any Affiliate of
the Issuer or such other obligor shall be disregarded and deemed not to be Outstanding, except that, (i) in determining whether the Senior Trustee for such Securities shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent, waiver or action, only Securities which a Responsible Officer of such Senior Trustee actually knows to be so owned
shall be so disregarded and (ii) Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of such Senior Trustee
the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor
and (b) the principal amount of a Discounted Security that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration pursuant to Section 5.02. 


5





 



        "Paying Agent" means any Person authorized by the Issuer to pay the principal of (and premium, if any, on) or interest, if any, on, and
any additional amounts in respect of, any Securities on behalf of the Issuer and shall include the Senior Trustee. 



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


        "Place of Payment", when used with respect to the Securities of any series, means the place or places where the principal of (and premium,
if any, on) and interest, if any, on, and any additional amounts in respect of, the Securities of that series are payable, as contemplated by Section 3.01. 



        "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by that particular Security, and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of a mutilated, destroyed, lost or stolen
Security shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Security. 


        "Principal Subsidiary" means The Prudential Assurance Company Limited, for so long as such company shall remain a Subsidiary. 



        "Redemption Date", when used with respect to any Security to be redeemed in whole or in part, means the date fixed for such redemption by
or pursuant to this Senior Indenture. 


        "Redemption Price", when used with respect to any Security to be redeemed, means, unless otherwise specified in the Securities of a
series, the price at which such Security is to be redeemed pursuant to this Senior Indenture. 


        "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series, means the date, if any,
specified for that purpose as contemplated by Section 3.01. 


        "Relevant Indebtedness" means any Indebtedness for Moneys Borrowed (other than indebtedness in the form of Sterling Debenture Stock or
indebtedness which has a stated maturity not exceeding one year) which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which, with the
Issuer's agreement or the agreement of any relevant Subsidiary, as the case may be, are quoted, listed, dealt in or traded on a stock exchange or over the counter or other recognized securities market
(whether or not distributed by way of private placement) excluding any Indebtedness for Moneys Borrowed incurred to acquire an asset from outside the Prudential plc group in respect of which the
person to whom such indebtedness is owed has no recourse whatsoever to Prudential plc or the Principal Subsidiary, as the case may be, for repayment other than recourse for amounts limited to the cash
flow or net cash flow (other than historic cash flow or historic net cash flow) from such asset. 


        "Responsible Officer", when used with respect to the Senior Trustee for any series of Securities, means any officer of such Senior Trustee
assigned to administer its corporate trust matters or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject. 



        "Securities" means securities in registered form evidencing unsecured indebtedness of the Issuer authenticated and delivered under this
Senior Indenture and registered in the Security Register. 


        "Security Register" and "Security Registrar" have the respective meanings specified in
Section 3.05. 


        "Senior Indenture" means this instrument 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, unless the context otherwise requires, shall include the terms of a particular series of Securities established as contemplated by
Section 3.01. 


6





 



        "Senior Trustee" means the Person named as the "Senior Trustee" in the first paragraph of this instrument and, subject to the provisions
of Article Six hereof, shall also include its successors and assigns as Senior Trustee hereunder. If there shall be at one time more than one Senior Trustee hereunder, "Senior Trustee" shall mean each
such Senior Trustee and shall apply to each such Senior Trustee only with respect to those series of Securities with respect to which it is serving as Senior Trustee. 


        A
"series" of Securities means all Securities denoted as part of the same series authorized by or pursuant to a particular Board
Resolution or a particular indenture supplemental hereto. 


        "Special Record Date" for the payment of any Defaulted Interest on the Securities of any series means a date fixed by the Issuer for such
series pursuant to Section 3.07. 


        "Specified Amount" has the meaning specified in Section 3.11(h). 


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


        "Sterling Debenture Stock" means secured loan stock in registered form or to be in registered form, listed on the London Stock Exchange,
denominated in or payable in Sterling and initially primarily distributed to investors in the United Kingdom. 


        "Stock Exchange", unless specified otherwise with respect to any particular series of Securities, means any stock exchange or securities
association upon which any Securities of that series are duly listed. 


        "Sterling" and the sign "£" mean United Kingdom Pounds Sterling. 



        "Subsidiary" means a company that is a subsidiary within the meaning of Section 736 of the Companies Act 1985 of Great Britain as
amended by the Companies Act 1989 of Great Britain. 


        "Tax Event" means, with respect to a series of Securities, a determination by the Issuer that, as a result of a change in or amendment to
the laws or regulations of the United Kingdom, or any political subdivision or any authority thereof or therein having the power to tax, including any treaty to which the United Kingdom is a party, or
any change in the application or official interpretation of those laws or regulations, (including a holding by a court of competent jurisdiction), which change or amendment becomes effective on or
after the initial issue date of such series that in making any interest payments on the Securities the Issuer has paid or will or would on the next Interest Payment Date be required to pay additional
amounts, as required by Section 10.08, and such obligation cannot be avoided by the Issuer taking reasonable measures available to it. 


        "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the
date as of which this instrument was executed, except as provided in Section 9.05. 


        "United Kingdom" and "U.K." mean The United Kingdom of Great Britain and Northern Ireland. 



        "United States" and "U.S." mean, unless otherwise specified with respect to the Securities
of a series pursuant to Section 3.01, the United States of America (including the States and the District of Columbia), its territories, its "possessions" (which include at the date of this
Senior Indenture Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) and other areas subject to its jurisdiction. 


7





 



        "U.S. Government Obligations" means non-callable (i) direct obligations (or certificates representing an ownership
interest in such obligations) of the United States for which its full faith and credit are pledged or (ii) obligations of a Person controlled or supervised by, and acting as an agency or
instrumentality of, the United States, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States. 


        "Valuation Date" has the meaning specified in Section 3.11(c). 



        "Yield to Maturity", when used with respect to any Discounted Security, means the yield to maturity, if any, set forth in such Discounted
Security. 


 
 

SECTION 1.02.    Compliance Certificates and Opinions.


        Upon
any application or request by the Issuer to the Senior Trustee for any series of Securities to take any action under any provision of this Senior Indenture, the Issuer shall furnish
to such Senior Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Senior 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, provided 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 Senior Indenture relating to such particular application or request, the requirements hereof and thereof may be
satisfied by the same documents as contemplated by Section 1.03 such that no duplicate certificate or opinion need be furnished. 


        Every
certificate (other than certificates provided pursuant to Section 10.04) or opinion with respect to compliance with a condition or covenant provided for in this Senior
Indenture shall include the following (or such other statements or information as the Senior Trustee may reasonably request): 


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


        (2)  a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


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


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


 
 

SECTION 1.03.    Form of Documents Delivered to Senior Trustee.



        In
any case where several matters are required to be certified by, or covered by an opinion of, any of a number of specified Persons, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 


        Any
certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his certificate or opinion is based are
erroneous. 


8





 



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


        Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Senior Indenture,
they may, but need not, be consolidated and form one instrument. 


 
 

SECTION 1.04.    Acts of Holders; Communication by Holders with Other Holders.


        (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Senior Indenture to be given or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Senior Trustee for the appropriate series of Securities and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Senior Indenture and
(subject to Section 6.01) conclusive in favor of the Senior Trustee for the appropriate series of Securities, the Issuer and any agent of such Senior Trustee or the Issuer, if made in the
manner provided in this Section. 


        The
Issuer may set at its discretion a record date for purposes of determining the identity of Holders of Securities entitled to vote or consent to any action by vote or consent
authorized or permitted under this Senior Indenture, but the Issuer shall have no obligation to do so. If not set by the Issuer prior to the first solicitation of Holders of Securities of such series
made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day prior to the first
solicitation of such vote or consent or, if later, the date of the most recent list of Holders furnished to the Senior Trustee prior to such solicitation pursuant to Section 7.01. Upon the
fixing of such a record date, those persons who were Holders of Securities at such record date (or their duly designated proxies), and only those persons, shall be entitled with respect to such
Securities to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such persons continue to be Holders after such record date. 



        (b)  Subject
to Section 6.03, 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 the certificate of any notary public, commissioner for oaths or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or association or a member of a partnership, or an official of a public or
governmental body, on behalf of such corporation, association, partnership or public or governmental body or by a fiduciary, such certificate or affidavit shall also constitute sufficient proof of
this authority. 


        (c)  Subject
to Section 6.03, the fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Senior Trustee for the appropriate series of Securities deems sufficient. 


        (d)  The
principal amount and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security Register. 


9





 



        (e)  In
determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver under this Senior Indenture, the principal amount of a Discounted Security that may be counted in making such determination and that shall be deemed to be Outstanding for
such purposes shall be equal to the amount of the principal thereof that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 at the time
the taking of such action by the Holders of such requisite aggregate principal amount is evidenced to the Senior Trustee for such Securities. 



        (f)    Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security
and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Senior
Trustee for such Securities, the Security Registrar, any Paying Agent or the Issuer in reliance thereon, whether or not notation of such action is made upon such Security. 


 
 

SECTION 1.05.    Notices, Etc., to Senior Trustee or Issuer.



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


        (1)  the
Senior Trustee for a series of Securities by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with such Senior Trustee at its Corporate Trust Office, "Attention: Corporate Trust Administration"; or 


        (2)  the
Issuer by the Senior Trustee or any Holder shall be sufficient for every purpose hereunder (except as provided in clause (3) of Section 5.01) if
(a) addressed to Prudential plc, "Attention: Group Secretarial" and (b) in writing and mailed, first class postage prepaid, or hand delivered to the Issuer addressed to it at the address
of its principal office specified in the first paragraph of this Senior Indenture or at any other address previously furnished in writing to such Senior Trustee by the Issuer, or if sent by facsimile
transmission addressed to the Issuer at facsimile number +44 (0)20 7548 3739 or at any other facsimile number previously furnished in writing to such Senior Trustee by the Issuer. 


 
 

SECTION 1.06.    Notice to Holders; Waiver.



        Where
this Senior Indenture provides for notice to Holders of a series of Securities of any event, such notice shall be given (unless otherwise expressly provided herein or in the
Securities of a series) in writing and mailed, first class postage prepaid, to each Holder, at his address as it appears in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice. 


        In
any case where notice to Holders of Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a
Security shall affect the sufficiency of such notice with respect to other Holders of Securities. Any notice mailed in the manner prescribed by this Senior Indenture shall be deemed to have been given
whether or not received by any particular Holder. 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
of Securities by mail, then such notification as shall be made with the approval of the Senior Trustee for such Securities shall constitute a sufficient notification for every purpose hereunder. 


10





 



        Notwithstanding
the first paragraph of this Section 1.06, if the entire principal amount of the Securities of a series or a portion thereof is represented by one or more global
Securities held by a Depositary, all notices with respect to such entire principal amount or portion thereof, as the case may be, shall be sent only to such Depositary or its nominee, as the Holder,
and such Depositary will communicate such notices to its participants in accordance with its standard procedures. 


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


        A
copy of any notice or communication sent by the Issuer to any Holder of Securities shall also be provided to the Senior Trustee for such Securities at the same time in the manner
provided for notices to the Senior Trustee under Section 1.05. 


 
 

SECTION 1.07.    Conflict with Trust Indenture Act.


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


 
 

SECTION 1.08.    Effect of Headings and Table of Contents.


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



 
 

SECTION 1.09.    Successors and Assigns.


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


 
 

SECTION 1.10.    Separability Clause.



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


 
 

SECTION 1.11.    Benefits of Senior Indenture.


        Nothing
in this Senior Indenture or in the Securities, expressed or implied, shall give to any Person, other than the parties hereto (including their successors hereunder) and the
Holders of Securities, any benefit or any legal or equitable right, remedy or claim under this Senior Indenture. 


 
 

SECTION 1.12.    Governing Law.


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


11





 



 
 

SECTION 1.13.    Non-Business Day.


        Unless
otherwise specified in the Securities of a series, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Security of any particular series shall not
be a Business Day at any Place of Payment with respect to Securities of that series, then (notwithstanding any other provision of this Senior Indenture) payment of principal (or, if the context so
requires, lesser amount in the case of Discounted Securities) of (and premium, if any, on) and interest, if any, with respect to such Security need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity;
provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be; and provided,
further, that if such next succeeding Business Day at any Place of Payment would fall in the succeeding fiscal year of the Issuer, payment may be made in full on the
immediately preceding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 



 
 

SECTION 1.14.    Immunity of Incorporators, Stockholders, Officers and Directors.


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


 
 

SECTION 1.15.    Certain Matters Relating to Currencies.


        Whenever
any action or Act is to be taken hereunder by the Holders of Securities denominated in different currencies or currency units, then for purposes of determining the principal
amount of Securities held by such Holders, the aggregate principal amount of the Securities denominated in a Foreign Currency or currency unit shall be deemed to be that amount of Dollars that could
be obtained for such principal amount on the basis of a spot rate of exchange specified to the Senior Trustee for such series in an Exchange Rate Officers' Certificate or a Currency Determination
Agent's Certificate for such Foreign Currency or currency unit into Dollars as of the date the taking of such action or Act by the Holders of the requisite percentage in aggregate principal amount of
the Securities. 


 
 

SECTION 1.16.    Language of Notices, Etc.


        Any
request, demand, authorization, direction, notice, consent, waiver or other action required or permitted under this Senior Indenture shall be in the English language, and any
published notice may also be in an official language of the country or province of publication. 


12





 



 
 

SECTION 1.17.    Appointment of Agent for Service.



        By
the execution and delivery of this Senior Indenture, the Issuer designates and appoints Jackson National Life Insurance Company at 1 Corporate Way, Lansing, Michigan 48951, as its
authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Securities or this Senior Indenture which may be instituted in any Federal or New York
State Court located in the Borough of Manhattan, City and State of New York, but for that purpose only, and agrees that service of process upon said Jackson National Life Insurance Company, directed
to the attention of Thomas J. Meyer and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect
effective service of process upon it in any such suit or proceeding in any Federal or State court in such Borough, City and State. The Issuer hereby submits (for the purposes of any such suit or
proceedings) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and irrevocably waives, to the fullest extent it may lawfully do so, any objection it may have
now or hereafter to the laying of the venue of any such suit, action or proceeding in any such court and irrevocably waives, to the fullest extent it may lawfully do so, any claim that any such suit,
action or proceeding brought in any such court has been brought in an inconvenient forum. Such submission and waiver shall be irrevocable so long as any of the Securities remain Outstanding and such
appointment shall be irrevocable until the appointment with due care of a reputable successor by the Issuer and such successor's acceptance of such appointment. Upon such acceptance, the Issuer shall
notify the Senior Trustee of the name and address of such successor. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of said Jackson National Life Insurance Company or its successor in full force and effect so long as any of the Securities
shall be Outstanding. The Senior Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Issuer to take any such action. 


        The
Issuer agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding
upon the Issuer and may be enforced in the courts of England and Wales (or any other courts to the jurisdiction of which the Issuer is subject) by a suit upon such judgment, provided that service of
process is effected upon the Issuer in the manner specified in the foregoing paragraph or as otherwise permitted by law; provided, however, that the
Issuer does not waive, and the foregoing provisions of this sentence shall not constitute or be deemed to constitute a waiver of, (i) any right to appeal any such judgment, to seek any stay or
otherwise to seek reconsideration or review of any such judgment, (ii) any stay of execution or levy pending an appeal from, or a suit, action or proceeding for reconsideration of, any such
judgment, or (iii) any other right or remedy of the Issuer to the extent not expressly waived in accordance with this Section. 



        Notwithstanding
the foregoing, any actions arising out of or relating to the Securities or this Senior Indenture may be instituted by any party hereto and, subject to the limitations set
forth in Article Five of this Senior Indenture, by the Holder of any Security in any competent court in England and Wales. 


        Nothing
in this Section shall affect the right of the Senior Trustee or any Holder of any Security to serve process in any manner permitted by applicable law or limit the right of the
Senior Trustee or any Holder of any Security to bring proceedings against the Issuer in the courts of any other jurisdiction or jurisdictions. 



 
 

SECTION 1.18.    Rules by Trustee and Agents.


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


13





 



 
 

SECTION 1.19.    Successors; No Recourse Against Others.


        (a)  All
agreements of the Issuer in this Senior Indenture and the Securities shall bind its successors. All agreements of the Senior Trustee in this Senior Indenture shall
bind its successors. 



        (b)  All
liability of the Issuer described in the Securities insofar as it relates to any director, officer, employee or stockholder, as such, of the Issuer is waived and
released by each Holder. 


 
 

SECTION 1.20.    Duplicate Originals.


        The
parties may sign any number of copies of this Senior Indenture. One signed copy is enough to prove this Senior Indenture. 


 
 

ARTICLE TWO
  
    SECURITY FORMS    
  


 
  SECTION 2.01.    Forms of Securities.


        The
Securities of each series shall be in such form or forms (including global form) as shall be established by or pursuant to a Board Resolution or in an indenture supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Senior Indenture or any indenture supplemental hereto 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 any law, with any rule or regulation made pursuant thereto,
with any rules of any securities exchange or of any automated quotation system or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities. Such
execution of such Securities shall be conclusive evidence as regards the Issuer as to any such determination made by the Issuer. 


        The
definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the
officers executing such Securities. Such execution of such definitive Securities shall be conclusive evidence as regards the Issuer as to any such determination made by the Issuer. 


 
 

SECTION 2.02.    Form of Senior Trustee's Certificate of Authentication.


        Unless
otherwise specified as contemplated by Section 3.01, the Certificate of Authentication on all Securities shall be in substantially the following form: 


        "This
is one of the Securities referred to in the Senior Indenture described herein. 



	 	 	WILMINGTON TRUST COMPANY,

as Senior Trustee	 
	

 	
 	

By:	

[Authorized Officer]	

 
	

 	
 	

Dated:	

	

"




14





 

 
 

SECTION 2.03.    Securities in Global Form.


        If
any Security of a series is issuable in global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a Security
in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Senior Trustee or Security Registrar and in such
manner as shall be specified in such Security. Any instructions by the Issuer with respect to a Security in global form, after its initial issuance, shall be in writing but need not comply with
Section 1.02. 


        Unless
otherwise specified in the Securities of a series, every global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 



        THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SENIOR INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE SENIOR INDENTURE, TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE OR TO THE DEPOSITORY TRUST COMPANY OR A
SUCCESSOR THEREOF BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR A SUCCESSOR THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE SENIOR INDENTURE. 


        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


 
 

ARTICLE THREE
  THE SECURITIES    
  


 
  SECTION 3.01.    Title; Payment and Terms


        The
aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Senior Indenture is unlimited. The Securities may be issued up to the
aggregate principal amount of Securities from time to time authorized by or pursuant to a Board Resolution of the Issuer. 



        The
Securities will constitute direct, unconditional and (except as provided in Section 10.06) unsecured obligations of the Issuer and will rank at least equally with all other
unsecured and unsubordinated obligations of the Issuer (subject, in the event of insolvency, to laws of general applicability relating to or affecting creditors' rights). 


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        The
Securities may be issued in one or more series. There shall be established in one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions and,
subject to Section 3.03, set forth in, or determined in the manner provided in, an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series any or all of the following, as applicable (each of which, if so provided, may be determined from time to time by the Issuer with respect to unissued Securities of the series
and set forth in such Securities of the series when issued from time to time): 


        (1)  the
title of the Securities of that series (which shall distinguish the Securities of that series from all other series of Securities); if the Securities of that series
will be in bearer rather than registered form, the forms, procedures and mechanics to be employed in connection therewith; any limit upon the aggregate principal amount of the Securities of that
series which may be authenticated and delivered under this Senior Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of that series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been
authenticated and delivered hereunder); 


        (2)  the
percentage or percentages of principal amount at which the debt securities of the series will be issued; 


        (3)  certain
dates or periods, including: (a) the original issue date or dates or periods during which the Securities of that series may be issued; (b) the date
or dates (or manner of determining the same) on which, or the range of dates within which, the principal of (and premium, if any, on) the Securities of that series is payable; and (c) the
record dates, if any, for the determination of Holders of Securities of such series to whom such principal (and premium, if any) is payable; 


        (4)  information
with regard to interest, including: (a) the rate or rates (or the manner of calculation thereof, including any provisions for the increase or decrease
of such rate or rates upon the occurrence of specific events) at which the Securities of that series shall bear interest (if any), or the discount, if any, at which any Discounted Securities may be
issued; (b) the date or dates from which such interest shall accrue; (c) the Interest Payment Dates on which such interest shall be payable (or manner of determining the same); and
(d) the Regular Record Date for the interest payable on any Securities on any Interest Payment Date; 


        (5)  the
place or places where, subject to the provisions of Section 10.02: (a) the principal of (and premium, if any, on) and interest, if any, on Securities
of that series shall be payable; (b) any Securities of that series may be surrendered for registration of transfer, any Securities of that series may be surrendered for exchange; and
(c) notices and demands to or upon the Issuer in respect of the Securities of that series and this Senior Indenture may be served; 



        (6)  the
terms and conditions, if any, upon which Securities of that series may be redeemed, purchased or repaid, in whole or in part, at the option of the Issuer or
otherwise including the period or periods within which or manner of determining the same, the price or prices at which or manner of determining the same, and the currency or currency unit in which the
Securities may be redeemed; 


        (7)  the
obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay Securities of that series pursuant to any sinking fund
or analogous provisions or at the option of a Holder thereof, and the period or periods within which or manner of determining the same, the price or prices at which or manner of determining the same,
the currency or currency unit in which, and the terms and conditions upon which, Securities of that series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 


        (8)  the
minimum denomination or denominations in which any Securities of that series shall be issuable if other than integral multiples of $1,000; 


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        (9)  if
other than the principal amount thereof, the portion of the principal amount of Securities of that series which shall be payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.02; 


        (10) if
other than as set forth in this Senior Indenture, any Events of Default and any covenants or agreements of the Issuer with respect to the Securities of that series,
whether or not such Events of Default or covenants or agreements are consistent with the Events of Default or covenants or agreements set forth herein; 


        (11) if
a Person other than Wilmington Trust Company is to act as Senior Trustee for the Securities of that series, the name and location of the Corporate Trust Office of
such Senior Trustee and if other than such Senior Trustee, the identity of each Security Registrar and/or Paying Agent; 


        (12) if
other than Dollars, the currency or currency unit in which payment of the principal of (and premium, if any, on) and interest, if any, on the Securities of that
series shall be made or in which the Securities of that series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of the provisions of
Section 3.11; 


        (13) if
the principal of (and premium, if any, on) and interest, if any, on the Securities of that series are to be payable, at the election of the Issuer or a Holder
thereof, in a currency or currency unit other than that in which such Securities are denominated or stated to be payable, in accordance with provisions in addition to, in lieu of or in accordance with
the provisions of Section 3.11, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of
determining the exchange rate between the currency and currency unit in which such Securities are denominated or stated to be payable and the currency or currency unit in which such Securities are to
be so payable; 


        (14) the
designation of the original Currency Determination Agent, if any, and in what circumstances a Currency Determination Agent's Certificate or an Exchange Rate
Officers' Certificate shall be delivered for Securities of that series; 


        (15) the
index, if any, used to determine the amount of payments of principal of (and premium, if any, on) and interest, if any, on the Securities of that series; 


        (16) if
other than as set forth in Section 4.01, provisions for the satisfaction and discharge of this Senior Indenture with respect to the Securities of that series; 



        (17) if
the amount of payments of principal of (and premium, if any, on) and interest, if any, on the Securities of that series may be determined, at the election of the
Issuer or a Holder thereof, with reference to an index based on a currency or currency unit other than that in which such Securities are denominated or stated to be payable or any other index, the
manner in which such amounts shall be determined; 


        (18) the
date as of which any global Security representing Outstanding Securities of that series shall be dated if other than the date of original issuance of the first
Security of that series to be issued; 


        (19) the
application, if any, of Sections 10.08 and 11.08 to the Securities of that series; 



        (20) whether
the Securities of the series shall be issued in whole or in part in the form of a global Security or Securities and, in such case, the Depositary for such
global Security or Securities; 


        (21) whether
any legends shall be stamped or imprinted on all or a portion of the Securities of such series, and the terms and conditions upon which any such legends may be
removed; 


        (22) the
form of the Securities of that series (including the terms and conditions of such Securities); and 


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        (23) any
other terms of that series (which terms shall be consistent with the provisions of this Senior Indenture except as such terms are otherwise expressly provided for
in an applicable Board Resolution or supplemental indenture executed hereunder with respect to such series). 


        All
Securities of any particular series shall be identical except as to authentication date, public offering price, denomination and issue date, except as may otherwise be provided in or
pursuant to such Board Resolutions and set forth in such Officers' Certificates relating thereto or provided in or pursuant to any supplemental indenture hereto (provided that the Securities of a
series shall be fungible with all other Securities of such series). The terms of such Securities may be determined by the Issuer from time to time if so provided in or established pursuant to the
authority granted in the Board Resolutions. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional
Securities of such series. 


        If
any of the terms of the Securities of a series are established by action taken pursuant to one or more Board Resolutions, a copy of an appropriate record of such action shall be
certified by an appropriate officer of the Issuer and delivered to the Senior Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such Securities. 


        Prior
to the delivery of a Security of any series in any such form to the Senior Trustee for authentication, the Issuer shall deliver to the Senior Trustee (and the Senior Trustee shall
be fully protected in relying upon) the following: 


        (1)  the
Board Resolution of the Issuer and, if applicable, the supplemental indenture by or pursuant to which such form of Security to be endorsed thereon have been
approved; 


        (2)  an
Officers' Certificate of the Issuer dated the date such certificate is delivered to the Senior Trustee stating that all conditions precedent provided for in this
Senior Indenture relating to the authentication and delivery of such Securities in such form have been complied with; and 


        (3)  an
Opinion of Counsel stating that such Securities when authenticated and delivered by the Senior Trustee and issued by the Issuer in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 


 
 

SECTION 3.02.    Denominations and Currencies.


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


 
 

SECTION 3.03.    Execution, Authentication, Delivery and Dating.


        The
Securities shall be executed on behalf of the Issuer by any of two of its directors or by one director and the group secretary of the Issuer. The signature of any of these officers
on the Securities may be manual or facsimile or, as and to the extent required by the Depositary, manual. 


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


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        At
any time and from time to time after the execution and delivery of this Senior Indenture, the Issuer may deliver Securities of any series as executed by the Issuer to the Senior
Trustee for the Securities of such series for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and such Senior Trustee, in accordance with such
Issuer Order, shall authenticate and deliver such Securities. If any Security shall be represented by a global Security, then, for purposes of this Section and Section 3.04, the notation of a
beneficial owner's interest therein upon original issuance of such Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such global
Security. If all the Securities of any one series are not to be issued at one time and if a Board Resolution or indenture supplemental hereto relating to such Securities shall so permit, such Issuer
Order may set forth procedures acceptable to the Senior Trustee for the issuance of such Securities, including without limitation, procedures with respect to interest rate, Stated Maturity, date of
issuance and date from which interest, if any, shall accrue. Such procedures may authorize authentication and delivery pursuant to electronic instruction from the Issuer or its duly authorized agent. 


        Notwithstanding
any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and/or
indenture supplemental hereto, Officers' Certificate and Opinion of Counsel otherwise required pursuant to Sections 1.02 and 3.01 at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 


        Each
Security shall be dated the date of its authentication. 


        No
Security shall be entitled to any benefit under this Senior Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by manual signature by the Senior Trustee for such Security or in the name of such Senior Trustee by any Authenticating Agent pursuant to
Section 3.14, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Senior Trustee for
cancellation as provided in Section 3.09, for all purposes of this Senior Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Senior Indenture. 


        Any
global Security shall, unless otherwise provided therein, be delivered to a Depositary designated pursuant to Section 3.01. Each Depositary designated pursuant to
Section 3.01 for a global Security must at the time of its designation and at all times while it serves as such Depositary be a clearing agency registered under the Exchange Act and any other
applicable statute or regulation. 


        The
Senior Trustee shall have the right to decline to authenticate and deliver any Securities if the Senior Trustee, being advised by counsel, determines that such action may not
lawfully be taken or if the Senior Trustee in good faith shall determine that such action would expose the Senior Trustee to personal liability to existing Holders or would affect the Senior Trustee's
own rights, duties or immunities under the Securities, this Senior Indenture or otherwise in a manner which is not reasonably acceptable to the Senior Trustee acting in good faith. 


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SECTION 3.04.    Temporary Securities and Exchange of Securities.



        Pending
the preparation of definitive Securities of any particular series, the Issuer may execute, and upon an Issuer Order the Senior Trustee for the Securities of such series shall
authenticate and deliver, in the manner specified in Section 3.03, temporary Securities which are printed, lithographed, typewritten, photocopied or otherwise produced in any authorized
denomination, with like terms and conditions as the definitive Securities of the series in lieu of which they are issued, in registered form and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine. Such execution of such Securities shall be conclusive evidence as regards the Issuer as to any such
determination made by the Issuer. 


        If
temporary Securities of any particular series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation
of such definitive Securities, the temporary Securities of such series shall be exchangeable for such definitive Securities and of a like Stated Maturity and with like terms and provisions upon
surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any particular series, the Issuer shall execute and (in accordance with an Issuer Order delivered at or prior to the authentication of the first definitive Security
of such series) the Senior Trustee for the Securities of such series shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of
the same series and of a like Stated Maturity and with like terms and provisions. Until exchanged as hereinabove provided, the temporary Securities of any series shall in all respects be entitled to
the same benefits under this Senior Indenture as definitive Securities of the same series authenticated and delivered hereunder, with like terms and conditions, except where specified therein with
respect to certification requirements prior to payment of interest in certain cases. 



 
 

SECTION 3.05.    Registration, Registration of Transfer and Exchange.


        The
Issuer shall cause to be kept for the Securities of each series a security register (such security register or registers herein sometimes collectively referred to as the
"Security Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. Unless and until
otherwise determined by the Issuer, the Senior Trustee shall act as Security Registrar and the Security Register shall be kept at the Corporate Trust Office of the Senior Trustee. At all reasonable
times the Security Register shall be open for inspection by the Issuer and the Issuer and its duly authorized agents. The Issuer may appoint co-Security Registrars provided that at any
given time there shall be only one Security Register with respect to a series of Securities. 


        Upon
surrender for registration of transfer of any Security of any particular series at the office or agency of the Issuer in a Place of Payment for that series, the Issuer shall
execute, and upon an Issuer Order the Senior Trustee for the Securities of each series shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions. 



        Except
as set forth below, at the option of the Holder, Securities of any particular series may be exchanged for other Securities of any authorized denominations and of a like Stated
Maturity and of a like series and aggregate principal amount and with like terms and conditions, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Issuer shall execute, and upon an Issuer Order the Senior Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive. 


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        Notwithstanding
any other provision of this Section or Section 3.04, unless and until it is exchanged in whole or in part for Securities in definitive form, a global Security
representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. 


        If
at any time the Depositary for Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time
the Depositary for the Securities for such series shall no longer be eligible under Section 3.03, the Issuer shall appoint a successor Depositary with respect to the Securities for such series.
If a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, the
Issuer's election pursuant to Section 3.01 shall no longer be effective with respect to the Securities for such series and the Issuer will execute, and the Senior Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in an aggregate principal amount
equal to the principal amount of the global Security or Securities representing such series in exchange for such global Security or Securities. 



        The
Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more global Securities shall no longer be represented by
such global Security or Securities. In such event the Issuer will execute, and the Senior Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the global Security or Securities representing
such series in exchange for such global Security or Securities. 


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



        Upon
the exchange of a global Security for Securities in definitive form, such global Security if so exchanged in its entirety shall upon an Issuer Order be cancelled by the Senior
Trustee. Securities issued in exchange for a global Security pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such
global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Senior Trustee in writing. The Senior Trustee shall deliver, or cause to be
delivered, such Securities to the persons in whose names such Securities are so requested. 


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


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        Every
Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Senior Trustee for such Security) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in
writing. 


        No
service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment by the Holder 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 such Holder's Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not
involving any transfer. 


        The
Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 11.04 and ending at the close of business on the day of the mailing of
the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption as a whole or in part, except the unredeemed portion of any Security
being redeemed in part. 


 
 

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


        If
(i) any mutilated Security is surrendered to the Senior Trustee for such Security, or the Issuer and the Senior Trustee for a Security receive evidence to their satisfaction of
the destruction, loss or theft of any Security and (ii) there is delivered to the Issuer and the Senior Trustee such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the Issuer or the Senior Trustee that such Security has been acquired by a bona
fide purchaser, the Issuer shall execute and upon its request such Senior Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in
exchange for such mutilated Security, a new Security of the same series and in a like principal amount and of a like Stated Maturity and with like terms and conditions and bearing a number not
contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay
such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Issuer and the Senior Trustee for such Security such
security or indemnity as may be required by them to save each of them harmless, and in case of destruction, loss or theft, evidence satisfactory to the Issuer and such Senior Trustee and any agent of
any of them of the destruction, loss or theft of such Security and the ownership thereof. 



        Upon
the issuance of any new Security under this Section, the Issuer may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including all fees and expenses of the Senior Trustee for such Security) connected therewith. 


        Every
new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original
additional contractual obligation of the Issuer whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Senior Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder. 


        The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities. 


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SECTION 3.07.    Payment of Interest; Interest Rights Preserved.


        Interest
on any Security which is due and payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment; provided, however, that
interest, if any, payable at Maturity will be payable to the Person to whom principal shall be payable. 



        Unless
otherwise provided with respect to the Securities of any series, payment of interest may be made at the option of the Issuer by check mailed or delivered to the address of the
Person entitled thereto as such address shall appear in the Security Register or by transfer to a bank account maintained by the payee. 


        Any
interest on any Security of any particular series which is due and 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 registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer,
at its election in each case, as provided in clause (1) or (2) below: 



        (1)  the
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of that series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Senior Trustee
for the Securities of such series in writing at least 30 days prior to the date of the proposed payment of the amount of Defaulted Interest proposed to be paid on each Security of that series
and the date of the proposed payment, and at the same time the Issuer shall deposit with such Senior Trustee an amount of money in the currency or currency unit in which interest on the Securities of
such series are payable (subject as to currency to Sections 3.11(b), 3.11(d) and 3.11(e)), equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to such Senior 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. The Issuer shall fix a Special Record Date, and promptly give notice thereof to the Senior Trustee, for the payment of such Defaulted Interest which
shall not be more than 15 days and not less than 7 days prior to the date of the proposed payment and not less than 10 days after the receipt by such Senior Trustee of the notice
of the proposed payment. The Issuer, or such Senior Trustee, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of that series at his address as it appears in the Security Register no less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Securities of that series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following
clause (2); or 


        (2)  the
Issuer may make payment of any Defaulted Interest on Securities of any particular series in any other lawful manner not inconsistent with the requirements of any
Stock Exchange on which the Securities may be listed, and upon such notice as may be required by such Stock Exchange, unless, after notice is given by the Issuer to the Senior Trustee for the
Securities of such series of the proposed manner of payment pursuant to this clause, such manner of payment shall be deemed impracticable by such Senior Trustee. 


        Subject
to the foregoing provisions of this Section and Section 3.05, each Security delivered under this Senior Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 


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SECTION 3.08.    Persons Deemed Owners


        Prior
to due presentment of a Security for registration of transfer, the Issuer, the Senior Trustee for such Security and any agent of the Issuer or such Senior Trustee may treat the
Person in whose name any such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any, on) and (subject to Section 3.07)
interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, such Senior Trustee or any agent of the Issuer or such Senior
Trustee shall be affected by notice to the contrary. 


        None
of the Issuer, the Senior Trustee, any Paying Agent or the 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 3.09.    Cancellation.



        Unless
otherwise specified in the Securities of a series, all Securities surrendered for payment, redemption, registration of transfer or exchange, or delivered in satisfaction of any
sinking fund payment, shall, if surrendered to any Person other than the Senior Trustee for such Securities, be delivered to such Senior Trustee and shall be promptly cancelled by it. The Issuer may
at any time deliver to the Senior Trustee for Securities of a series for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by such Senior Trustee. Notwithstanding any other provision of this Senior Indenture to the contrary, in the case of a series,
all the Securities of which are not to be originally issued at one time, a Security of such series shall not be deemed to have been Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof, such Security is delivered to the Senior Trustee for such Security for cancellation by the Issuer or any agent thereof upon the failure of the
original purchaser thereof to make payment therefor against delivery thereof, and any Security so delivered to such Senior Trustee shall be promptly cancelled by it. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Senior Indenture. All cancelled Securities held by the Senior
Trustee for such Securities shall be disposed of by the Senior Trustee in accordance with its standard procedures and a certificate of disposition evidencing such disposition of Securities shall be
provided to the Issuer by the Senior Trustee, unless by an Issuer Order the Issuer shall direct that such cancelled Securities shall be returned to it. Global Securities shall not be disposed of until
exchanged in full for definitive Securities or until payment thereon is made in full. 


 
 

SECTION 3.10.    Computation of Interest.


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



 
 

SECTION 3.11.    Currency and Manner of Payments in Respect of Securities.


        (a)  With
respect to Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election
provided for in paragraph (b) below, payment of the principal of (and premium, if any, on) and interest, if any, on any Security of such series will be made in the currency or currency unit in
which such Security is payable. 


24





 

        (b)  It
may be provided pursuant to Section 3.01 with respect to Securities of any series that Holders shall have the option, subject to paragraphs (d) and
(e) below, to receive payments of principal of (or premium, if any, on) or interest, if any, on such Securities in any of the currencies or currency units which may be designated for such
election by delivering to the Senior Trustee for such series of Securities a written election with signature guarantees and in form and substance satisfactory to such Senior Trustee, not later than
the close of business on the Election Date immediately preceding the applicable payment date. If a Holder so elects to receive such payments in any such currency or currency unit, such election will
remain in effect for such Holder until changed by such Holder by written notice to the Senior Trustee for such series of Securities (but any such change may be made not later than the close of
business on the Election Date immediately preceding the next payment date to be effective for the payment to be made on such payment date and no such change of election may be made with respect to
payments to be made on any Security of such series with respect to which an Event of Default has occurred and is continuing or notice of redemption has been given by the Issuer pursuant to Article
Eleven). In the event that any Holder makes any such election pursuant to the preceding sentence, such election will not be effective with respect to any transferee of such Holder and such transferee
shall be paid in the currency or currency unit indicated pursuant to paragraph (a) above unless such transferee makes an election pursuant to the preceding sentence;  provided, however, that such
election, if in effect while funds are on deposit with respect to the Securities of such series as described in
Section 4.01(a)(1)(B), will be effective with respect to any transferee of such Holder unless otherwise specified pursuant to Section 3.01 for the Securities of such series. Any Holder
of any such Security who shall not have delivered any such election to the Senior Trustee of such series of Securities not later than the close of business on the applicable Election Date will be paid
the amount due on the applicable payment date in the relevant currency or currency unit as provided in paragraph (a) of this Section 3.11. In no case may a Holder of Securities of any
series elect to receive payments in any currency or currency unit as described in this Section 3.11(b) following deposit of funds or U.S. Government Obligations with respect to the Securities
of such series as described in Section 4.01(a)(1)(B). The Senior Trustee for each such series of Securities shall notify the Currency Determination Agent as soon as practicable after the
Election Date of the aggregate principal amount of Securities for which Holders have made such written election. 


        (c)  If
the election referred to in paragraph (b) above has been provided for pursuant to Section 3.01, then not later than the fourth Business Day after the
Regular Record Date for each payment date for Securities of any series, the Currency Determination Agent will deliver to the Issuer a written notice specifying, in the currency or currency unit in
which Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any, on) and interest, if any, on the Securities to be paid on such payment date,
specifying the amounts in such currency or currency unit so payable in respect of the Securities of such series as to which the Holders thereof shall have elected to be paid in a currency or currency
unit other than that in which such series is denominated as provided in paragraph (b) above. If the election referred to in paragraph (b) above has been provided for pursuant to
Section 3.01 and if at least one Holder has made such election, then, on the second Business Day preceding such payment date the Issuer will deliver or cause to be delivered to the Senior
Trustee for such series of Securities an Exchange Rate Officers' Certificate or a Currency Determination Agent's Certificate in respect of the Dollar, Foreign Currency, euro or currency unit payments
to be made on such payment date. The Dollar, Foreign Currency, euro or currency unit amount receivable by Holders of Securities who have elected payment in a currency or currency unit as provided in
paragraph (b) above shall, unless otherwise provided pursuant to Section 3.01, be determined by the Issuer or the Currency Determination Agent on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the "Valuation Date") immediately preceding each payment date. 


25





 



        (d)  Unless
otherwise specified for Securities of a series pursuant to Section 3.01, if a Conversion Event occurs with respect to a Foreign Currency or any other
currency unit in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the
payment of principal of (and premium, if any, on) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency or such other currency unit occurring after the
last date on which such Foreign Currency or such other currency unit was available (the "Conversion Date"), the Dollar shall be the currency of payment for use on each such payment date. The Dollar
amount to be paid by the Issuer to the Senior Trustee of each such series of Securities and with respect to such payment date shall be the Dollar Equivalent of the Foreign Currency or, in the case of
a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Currency Determination Agent in the manner provided in paragraph (f) or (g) below. 


        (e)  Unless
otherwise specified for Securities of a series pursuant to Section 3.01, if the Holder of a Security denominated in any currency or currency unit shall
have elected to be paid in another currency or currency unit as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected currency or currency unit, such
Holder shall receive payment in the currency or currency unit in which payment would have been made in the absence of such election. Unless otherwise specified for Securities of a series pursuant to
Section 3.01, if a Conversion Event occurs with respect to the currency or currency unit in which payment would have been made in the absence of such election, such Holder shall receive payment
in Dollars as provided in paragraph (d) of this Section 3.11 or, in the case of a Conversion Event with respect to Dollars, in such currency or currency units as the Senior Trustee shall
select. 


        (f)    Unless
otherwise specified for Securities of a series pursuant to Section 3.01, the "Dollar Equivalent of the Foreign Currency" shall be determined by the
Currency Determination Agent and shall be obtained for each subsequent payment after the Conversion Date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the
Conversion Date. 


        (g)  Unless
otherwise specified for Securities of a series pursuant to Section 3.01, the "Dollar Equivalent of the Currency Unit" shall be determined by the Currency
Determination Agent and subject to the provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at
the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment. 


        (h)  For
purposes of this Section 3.11 the following terms shall have the following meanings: 


        A
"Component Currency" shall mean any currency which, on the Conversion Date, was a component currency of the relevant currency unit. 


        "Election Date" shall mean any date for any series of Securities as specified pursuant to Section 3.01(14) by which the written
election referred to in Section 3.11(b) may be made, such date to be not later than the Regular Record Date for the earliest payment for which such election may be effective. 


26





 



        A
"Specified Amount" of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were
represented in the relevant currency unit on the Conversion Date. If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the
Specified Amount of such Component Currency shall be divided or multiplied in the same proportion. If after the Conversion Date two or more Component Currencies are consolidated into a single
currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single currency equal to the sum of the respective Specified Amounts of such consolidated
Component Currencies expressed in such single currency, and such amount shall thereafter be a Specified Amount and such single currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more currencies, each
of whose Dollar Equivalent at the Market Exchange Rate on the date of such replacement shall be equal to the Dollar Equivalent of the Specified Amount of such former Component Currency at the Market
Exchange Rate on such date divided by the number of currencies into which such Component Currency was divided, and such amounts shall thereafter be Specified Amounts and such currencies shall
thereafter be Component Currencies. If, on or after the Conversion Date of the relevant currency unit, a Conversion Event (other than any event referred to above in this definition of "Specified
Amount") occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency. 



        All
decisions and determinations of the Currency Determination Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market
Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Issuer and the Senior Trustee for the appropriate series of Securities and all Holders of such Securities denominated or payable in the relevant currency or currency units. The
Currency Determination Agent shall promptly give written notice to the Issuer and the Senior Trustee for the appropriate series of Securities of any such decision or determination. 



        In
the event of a Conversion Event with respect to a Foreign Currency, the Issuer, after learning thereof, will immediately give written notice thereof to the Senior Trustee of the
appropriate series of Securities and the Currency Determination Agent (and the Senior Trustee will promptly thereafter give notice in the manner provided in Section 1.06 to the Holders)
specifying the Conversion Date. In the event of a Conversion Event with respect to the euro or any other currency unit in which Securities are denominated or payable, the Issuer, after learning
thereof, will immediately give written notice thereof to the Senior Trustee of the appropriate series of Securities and the Currency Determination Agent (and the Senior Trustee will promptly
thereafter give notice in the manner provided in Section 1.06 to the Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date. In the
event of any subsequent change in any Component Currency as set forth in the definition of Specified Amount above, the Issuer, after learning thereof, will similarly give written notice to the Senior
Trustee of the appropriate series of Securities and the Currency Determination Agent. 


        The
Senior Trustee of the appropriate series of Securities shall be fully justified and protected in relying and acting upon information received by it from the Issuer and the Currency
Determination Agent and shall not otherwise have any duty or obligation to determine such information independently. 


27







  




 
 

SECTION 3.12.    Currency Determination Agent.    
           (a)  Unless otherwise specified
pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency unit or a currency  other than Dollars or (ii) may be payable in a currency unit or a currency other than Dollars, or so long as
it is required under any other provision of this Senior Indenture, then the Issuer  will maintain with respect to each such series of Securities, or as so required, a Currency Determination Agent. The Issuer will cause the Currency Determination
Agent to make the necessary foreign  exchange determinations at the time and in the manner specified pursuant to Section 3.01 for the purpose of determining the applicable rate of exchange and for the purpose of converting the  issued currency
or currency unit into the applicable payment currency or currency unit for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 3.11.    
    
           (b)
  The Issuer shall procure that no resignation of the Currency Determination Agent and no appointment of a successor Currency Determination Agent pursuant to this Section  shall become effective until the acceptance of appointment by the
successor Currency Determination Agent as evidenced by a written instrument delivered to the Issuer and the Senior Trustee of the  appropriate series of Securities accepting such appointment executed by the successor Currency Determination Agent.

    
           (c)  If the Currency Determination Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Currency Determination Agent
for any cause, with respect to the Securities of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Currency Determination Agent or Currency Determination Agents  with respect to the Securities of that or those
series (it being understood that any such successor Currency Determination Agent may be appointed with respect to the Securities of one or more or all  of such series and that at any time there shall only be one Currency Determination Agent with
respect to the Securities of any particular series).    




 
 

SECTION 3.13.    CUSIP or ISIN Numbers.


        The
Issuer in issuing any series of the Securities may use CUSIP or ISIN numbers, if then generally in use, and thereafter with respect to such series, the Senior Trustee or Security
Registrar may use such numbers in any notice of redemption with respect to such series provided that any such notice may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a redemption or otherwise, and that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Senior Trustee of any change in the CUSIP or ISIN numbers. 


28





 



 
 

SECTION 3.14.    Authenticating Agents.


        From
time to time the Senior Trustee for the Securities of any series may, subject to its sole discretion, and shall, upon receipt of an Issuer Order, and for such period as the Issuer
shall elect, appoint one or more Authenticating Agents with respect to the Securities of such series, which may include any director or officer of the Issuer or any Affiliate or both of them, with
power to act in the name of the Senior Trustee and subject to its discretion in the authentication and delivery of Securities of such series in connection with transfers and exchanges under Sections
3.04, 3.05, 3.06 and 11.07 as fully to all intents and purposes as though such Authenticating Agent had been expressly authorized by those Sections of this Senior Indenture to authenticate and deliver
Securities of such series. For all purposes of this Senior Indenture, the authentication and delivery of such Securities of such series by an Authenticating Agent for such Securities pursuant to this
Section shall be deemed to be authentication and delivery of such Securities "by the Senior Trustee" for the Securities of such series. Any such Authenticating Agent shall (except in the case of the
Issuer, an Affiliate, or an officer or director of the Issuer or an Affiliate) at all times be a corporation organized and doing business under the laws of the United States or of any State 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, State or District of Columbia authority, as the case may be. If such corporation publishes reports of condition at least annually pursuant to law or the requirements of such supervising or
examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent for any series of Securities shall cease to be eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in this Section. 


        Any
Authenticating Agent for any series of Securities may resign at any time by giving written notice of resignation to the Senior Trustee for such series and to the Issuer. The Senior
Trustee for any series of Securities may at any time and shall, upon an Issuer Request, terminate the appointment of any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Issuer in the manner set forth in Section 1.05. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating
Agent for any series of Securities shall cease to be eligible under this Section, the Senior Trustee for such series may and shall, upon an Issuer Request, appoint a successor Authenticating Agent,
shall give written notice of such appointment to the Issuer and shall give written notice of such appointment to all Holders of Securities of such series in the manner set forth in
Section 1.06. Any successor Authenticating Agent, upon acceptance of his appointment hereunder, shall become vested with all the rights, powers and duties of his predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 



        The
Issuer agrees to pay to any corporation of which any director or officer has been appointed as Authenticating Agent for such series from time to time reasonable compensation for such
services. 


        If
an appointment with respect to one or more series of Securities is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Senior
Trustee's certificate of authentication, an alternate certificate of authentication substantially in the form specified in Section 2.02. 


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ARTICLE FOUR
  
    SATISFACTION AND DISCHARGE    
  


 
  SECTION 4.01.    Satisfaction and Discharge of Securities of any Series.



        (a)  The
Issuer shall be deemed to have satisfied and discharged the entire indebtedness on all the Securities of any particular series and, so long as no Event of Default
shall be continuing, the Senior Trustee for the Securities of such series, upon an Issuer Request and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when: 


        (1)  either:




        (A)  all
Securities of such series theretofore authenticated and delivered (other than (i) any Securities of such series which have been mutilated, destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 10.03) have been delivered to the Senior Trustee
for the Securities of such series for cancellation; or 


        (B)  except
as otherwise specified pursuant to Section 3.01 for the Securities of such series, with respect to all Outstanding Securities of such series described in
(A) above not theretofore so delivered to the Senior Trustee for the Securities of such series for cancellation: 



        (i)    the
Issuer has irrevocably deposited, or caused to be deposited, with the Senior Trustee for the Securities of such series as trust funds in trust an amount in the
currency or currency unit in which the Securities of such series are payable (subject as to currency to Sections 3.11(b), 3.11(d) and 3.11(e), in which case the deposit to be made with respect to
Securities for which an election has occurred pursuant to Section 3.11(b) or a Conversion Event has occurred as provided in Sections 3.11(d) and 3.11(e) shall be made in the currency or
currency unit in which such Securities are payable as a result of such election or Conversion Event), sufficient (without consideration of any reinvestment thereof) to pay and discharge the entire
indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by
Section 4.02, as the case may be; or 


        (ii)  the
Issuer has deposited, or caused to be deposited, with such Senior Trustee as obligations in trust such amount of U.S. Government Obligations as will, as evidenced
by a Certificate of a Firm of Independent Public Accountants delivered to such Senior Trustee, together with the predetermined and certain income to accrue thereon (without consideration of any
reinvestment thereof), be sufficient to pay and discharge when due the entire indebtedness on all such Outstanding Securities of such series for unpaid principal (and premium, if any) and interest, if
any, to the Stated Maturity or Redemption Date as contemplated by Section 4.02, as the case may be; or 




30





 





        (iii)  the
Issuer has deposited, or caused to be deposited, with such Senior Trustee in trust an amount equal to the amount referred to in clause (i) or (ii) in
any combination of currency or currency unit or U.S. Government Obligations and has delivered a Certificate of a Firm of Independent Public Accountants to such Senior Trustee verifying that such
combination of funds and U.S. Government Obligations will be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for unpaid principal (and premium, if
any) and interest, if any, to the Stated Maturity or any Redemption Date as contemplated by Section 4.02, as the case may be, taking into account the predetermined and certain income to accrue
on such U.S. Government Obligations (but without any consideration of any reinvestment thereof) and without taking consideration of any reinvestment of any such funds; 





        (2)  the
Issuer has paid or caused to be paid all other sums payable with respect to the Securities of such series; 


        (3)  the
Issuer has delivered to such Senior 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 the entire indebtedness on all Securities of such series have been complied with; 


        (4)  if
the Securities of such series are not to become due and payable at their Stated Maturity within one year of the date of a deposit pursuant to
Section 4.01(a)(1)(B) or are not to be called for redemption within one year of the date of such deposit under arrangements satisfactory to such Senior Trustee as of the date of such deposit,
then the Issuer shall have given, not later than the date of such deposit, notice of such deposit to the Holders of such Securities; and 


        (5)  if
the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the Securities of
such series, the Issuer has delivered to the Senior Trustee an Opinion of Counsel to the effect that (A) the Issuer has received from, or there has been published by, the Internal Revenue
Service a ruling, or (B) since the date of this Senior Indenture there has been a change in applicable United States Federal income tax law, in either case to the effect that, and based upon
which such Opinion of Counsel shall confirm that, the beneficial owners of Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result
of such deposit, satisfaction and discharge and will be subject to United States Federal income tax on the same amount and in the same manner and at the same time as would have been the case if such
deposit, satisfaction and discharge had not occurred. 


31





 



        (b)  Upon
the satisfaction of the conditions set forth in this Section 4.01 with respect to all the Securities of any series, the terms and conditions of the
Securities of such series, including the terms and conditions with respect thereto set forth in this Senior Indenture, as applicable shall no longer be binding upon, or applicable to, the Issuer, and
the Holder of the Securities of such series shall look for payment only to the funds or obligations deposited with the Senior Trustee pursuant to Section 4.01(a)(1)(B);  provided, however, that in
no event shall the Issuer be discharged from (i) any payment obligations in respect of Securities of such series which
are deemed not to be Outstanding under clause (3) of the definition thereof if such obligations continue to be valid obligations of the Issuer under applicable law, (ii) any obligations
under Sections 4.02(b), 6.07 and 6.10 and (iii) any obligations under Sections 3.04, 3.05 and 3.06 (except that Securities of such series issued upon registration of transfer or exchange or in
lieu of mutilated, destroyed, lost or stolen Securities shall not be obligations of the Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided,
further, that in the event a petition seeking relief under any applicable Bankruptcy Law is filed and not discharged with respect to the Issuer within 123 days after the
deposit, the entire indebtedness on all Securities of such series shall not be discharged, and in such event the Senior Trustee shall return such deposited funds or obligations as it is then holding
to the Issuer upon an Issuer Request. Notwithstanding the satisfaction of the conditions set forth in this Section 4.01, with respect to all the Securities of any series not denominated in
Dollars, upon the happening of any Conversion Event the indebtedness represented by such Securities shall be converted from the currency or currency unit in which such Security is payable into Dollars
at the Dollar Equivalent of the Foreign Currency or the Dollar equivalent of the Currency Unit and the Issuer shall be obligated to make the payments in Dollars (or such other currency as set out in
Section 3.11(e)) required by Section 3.11(d) or 3.11(e) to the extent that the Currency Determination Agent is unable to convert any Foreign Currency or currency unit so deposited with
the Senior Trustee pursuant to Section 4.01(a)(1)(B) into the Dollar Equivalent of the Foreign Currency or the Dollar Equivalent of the Currency Unit, as the case may be. The Senior Trustee for
such series of Securities shall return to the Issuer any non-converted funds or securities in its possession after such payments have been made. 



 
 

SECTION 4.02.    Application of Trust Money.


        (a)  All
money and obligations deposited with the Senior Trustee for any series of Securities pursuant to Section 4.01 shall be held irrevocably in trust and shall be
made under the terms of an escrow trust agreement in form satisfactory to such Senior Trustee. Such money and obligations shall be applied by such Senior Trustee, in accordance with the provisions of
the Securities, this Senior Indenture and such escrow trust agreement, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as such Senior
Trustee may determine, to the Persons entitled thereto, of the principal of (and premium, if any, on) and interest, if any, on the Securities for the payment of which such money and obligations have
been deposited with such Senior Trustee. If Securities of any series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the Issuer shall make such arrangements as are satisfactory to the Senior Trustee for any series of Securities for the giving of notice of redemption by such Senior
Trustee in the name, and at the expense, of the Issuer. 


        (b)  The
Issuer shall pay and shall indemnify the Senior Trustee for any series of Securities against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 4.01 or the interest and principal received in respect of such U.S. Government Obligations other than any such tax, fee or other charge
which by law is payable by or on behalf of Holders. The obligation of the Issuer under this Section 4.02(b) shall be deemed to be an obligation of the Issuer under Section 6.07(2). 


32





 



        (c)  Anything
in this Article Four to the contrary notwithstanding, the Senior Trustee for any series of Securities shall deliver or pay to the Issuer from time to time upon
an Issuer Request any money or U.S. Government Obligations held by it as provided in Section 4.01 which, as expressed in a Certificate of a Firm of Independent Public Accountants delivered to
such Senior Trustee, are in excess of the amount thereof which would then have been required to be deposited for the purpose for which such money or U.S. Government Obligations were deposited or
received. 


 
 

SECTION 4.03.    Satisfaction and Discharge of Senior Indenture.


        Upon
compliance by the Issuer with the provisions of Section 4.01 as to the satisfaction and discharge of each series of Securities issued hereunder, and if the Issuer has paid or
caused to be paid all other sums payable under this Senior Indenture, this Senior Indenture shall cease to be of any other effect (except as otherwise provided herein). Upon an Issuer Request and
receipt of an Opinion of Counsel and an Officers' Certificate complying with the provisions of Section 1.02, the Senior Trustees for all series of Securities (at the expense of the Issuer)
shall execute proper instruments acknowledging satisfaction and discharge of this Senior Indenture. 


        Notwithstanding
the satisfaction and discharge of this Senior Indenture, any obligations of the Issuer under Sections 3.04, 3.05, 3.06, 3.11, 4.02(b), 4.04, 5.16, 6.07, 6.10, 7.01 and
10.02 and the obligations of the Senior Trustee for any series of Securities under Section 4.02 shall survive. 



 
 

SECTION 4.04.    Reinstatement.


        If
the Senior Trustee for any series of Securities is unable to apply any of the amounts (for purposes of this Section 4.04, "Amounts") or U.S. Government Obligations, as the case
may be, described in Section 4.01(a)(1)(B)(i) or (ii), respectively, in accordance with the provisions of Section 4.01 by reason of any legal proceeding or any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, each of the obligations of the Issuer under this Senior Indenture and the Securities of such
series shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.01 until such time as the Senior Trustee for such series is permitted to apply all such Amounts or
U.S. Governmental Obligations, as the case may be, in accordance with the provisions of Section 4.01; provided, however, that if, due to the
reinstatement of its rights or obligations hereunder, the Issuer has made any payment of principal of (or premium, if any, on) or interest, if any, on such Securities, the Issuer shall be subrogated
to the rights of the Holders of such Securities to receive payment from such Amounts or U.S. Government Obligations, as the case may be, held by the Senior Trustee for such series. 


 
 

ARTICLE FIVE
  
    REMEDIES    
  


 
  SECTION 5.01.    Events of Default.


        Unless
otherwise provided for in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities,
"Event of Default" wherever used herein with respect to any particular series of Securities means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body): 


        (1)  the
Issuer defaults in the timely payment of the principal of (or premium, if any, on) any Security of that series at its Maturity, or default is made on the payment of
any interest due in respect of any Security of that series and, in each case such default continues for a period of 14 days from the due date for payment; or 


33





 



        (2)  the
Issuer fails to perform or observe, or breaches any of its other covenants, obligations or warranties under this Senior Indenture in any material respect (other than
an obligation which has expressly been included in this Senior Indenture solely for the benefit of series of Securities other than that series) or the Securities of that series and such failure
continues for a period of 30 days after the date on which there has been given, by registered or certified mail, to the Issuer by the Senior Trustee, or to the Issuer and the Senior Trustee by
the Holders of at least 25% in principal amount of the Outstanding Securities of such series, written notice specifying such default requiring the breach to be remedied; or 



        (3)  either
a court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or an effective shareholders' resolution is validly
adopted, for the winding up of the Issuer or the Principal Subsidiary (except, in the case of the Principal Subsidiary, for the purposes of, or in connection with a scheme of reconstruction, merger or
amalgamation not involving bankruptcy or insolvency the terms of which have previously been approved in writing by the Holders of at least 75% in aggregate principal amount of the Outstanding
Securities of that series or in the event of a voluntary winding up where surplus assets are available for distribution); or 



        (4)  if
either the Issuer or the Principal Subsidiary stop or threaten to stop payments to creditors generally or either the Issuer or the Principal Subsidiary ceases or
threatens to cease to carry on its business or substantially the whole of the business of the Issuer or the Principal Subsidiary (except for the purposes of, or in connection with, a reconstruction or
amalgamation the terms of which have previously been approved in writing by the Holders of at least 75% in principal amount of the Outstanding Securities of that series or, in the case of the
Principal Subsidiary, in the event of a voluntary solvent winding up where surplus assets are available for distribution); or 



        (5)  if
an encumbrancer takes possession or an administrative or other receiver or an administrator is appointed of the whole or any substantial part of the undertaking,
property and assets of the Issuer or the whole or any substantial part of the undertaking, property and assets of the Principal Subsidiary, or if a distress or execution is levied or enforced upon or
sued out against the whole or any substantial part of the chattels or property of the Issuer or the whole or any substantial part of the chattels or property of the Principal Subsidiary and, in the
case of any of the foregoing events, is not discharged within 60 days; or 



        (6)  if
either the Issuer or the Principal Subsidiary is unable to pay its debts within the meaning of Section 123(2) of the Insolvency Act 1986 of the United Kingdom;
or 


        (7)  if
the Indebtedness for Moneys Borrowed of the Issuer or the Indebtedness for Moneys Borrowed of the Principal Subsidiary, which indebtedness in respect of any single
company has an outstanding aggregate principal amount of at least £30,000,000 (or its equivalent in any other currency or currencies) is not paid on its due date as extended by any
applicable grace period and following a demand therefore, or is so declared to be or automatically becomes, due and payable prior to its stated maturity by reason of default or if any guarantee or
indemnity in respect of Indebtedness for Moneys Borrowed of any third party that the Issuer or the Principal Subsidiary has given (having in respect of any single company an outstanding aggregate
principal amount as aforesaid) is not honored when due and called upon and, in any such case, the liability of the Issuer or the liability of the Principal Subsidiary, as the case may be, to make
payment is not being contested in good faith; or 


        (8)  if
the Principal Subsidiary shall cease to be a Subsidiary, except pursuant to an amalgamation, reconstruction or winding up the terms of which have previously been
approved in writing by Holders of at least 75% in aggregate principal amount of the outstanding Securities of that series or a voluntary solvent winding up where surplus assets are available for
distribution. 


34





 



        The
Issuer shall deliver to the Senior Trustee, as soon as practicable and, in any event, within thirty days after the Issuer becomes aware thereof, written notice of any Event of
Default or event which, with the giving of notice or the lapse of time or both, would become an Event of Default. 



 
 

SECTION 5.02.    Acceleration of Maturity; Rescission and Annulment.


        If
an Event of Default with respect to any particular series of Securities occurs and is continuing, the Senior Trustee for the Securities of such series or the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of that series may exercise any right, power or remedy permitted by law, and shall have, in particular, without limiting the generality
of the foregoing, the right to declare the entire principal amount of (including premium, if any, on), or (in the case of Discounted Securities) such lesser amount as may be provided for with respect
to the Securities of such series, and unless otherwise provided in a Board Resolution or supplemental indenture pursuant to Section 3.01 hereof, any accrued but unpaid interest on, all the
Outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Issuer (and to the Senior Trustee if given by Holders). Upon any such declaration of acceleration
such principal or such lesser amount, as the case may be, including premium, if any, thereon, together with any accrued interest and all other amounts owing thereunder and hereunder (with respect to
such series of Securities), shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. 



        At
any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Senior Trustee for the
Securities of any series as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Issuer
and such Senior Trustee, may rescind and annul such declaration and its consequences provided: 


        (1)  the
Issuer has paid or deposited with such Senior Trustee a sum sufficient to pay: 



        (A)  in
the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)), all overdue interest on all
Securities of that series; 


        (B)  in
the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d) and 311(e)), the principal of (and
premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon from the date such principal became due at a rate per
annum equal to the rate borne by the Securities of such series (or, in the case of Discounted Securities, the Securities' Yield to Maturity), to the extent that the payment of such interest shall be
legally enforceable; 


        (C)  in
the currency or currency unit in which that series of Securities is payable (except as provided in Sections 3.11(b), 3.11(d) and 311(e)), to the extent that payment
of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor or in the Securities of such series (or, unless otherwise specified pursuant to Section 3.01,
in the case of Discounted Securities, the Securities' Yield to Maturity); and 


        (D)  in
Dollars, all sums paid or advanced by the Senior Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its
agents and counsel and all other amounts then due to such Senior Trustee under Section 6.07; 


and 




        (2)  all
Events of Default with respect to the Securities of such series, other than the non-payment of the principal of (or premium, if any, on) Securities of
that series which have become due solely by such acceleration, have been cured or waived as provided in Section 5.13. 


35





 

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


 
 

SECTION 5.03.    Collection of Indebtedness and Suits for Enforcement by Senior Trustee.


        The
Issuer covenants that if: 


        (1)  default
is made in the payment of any interest upon any Security of any series when such interest becomes due and payable and such default continues for a period of
14 days; or 


        (2)  default
is made in the timely payment of the principal of (or premium, if any, on) any Security of any series at its Maturity, 


the
Issuer will, upon demand of the Senior Trustee for the Securities of such series, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, if any, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest at the rate or rates prescribed therefor in such Securities (or, unless otherwise specified pursuant to Section 3.01, in the case of
Discounted Securities, the Securities' Yield to Maturity); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel. 


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


        If
an Event of Default with respect to Securities of any particular series occurs and is continuing, the Senior Trustee for the Securities of such series may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of that series by such appropriate judicial proceedings as such Senior Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Senior Indenture or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy. 


 
 

SECTION 5.04.    Senior 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 relating to the Issuer
or any other obligor upon the Securities of any series or the property of the Issuer or of such other obligor or their creditors, the Senior Trustee for the Securities of such series (irrespective of
whether the principal (or lesser amount in the case of Discounted Securities) of any Security of such series shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether such Senior Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise: 


        (1)  to
file and prove a claim for the whole amount of principal (or lesser amount in the case of Discounted Securities) (and premium, if any) and interest, if any, owing and
unpaid in respect of the Securities of such series and to file such other papers or documents as may be necessary or advisable in order to have the claims of such Senior Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel and all other amounts due to such Senior Trustee under Section 6.07) and of
the Holders of the Securities of such series allowed in such judicial proceeding; 


36





 



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



        (3)  unless
prohibited by law or applicable regulations, to vote on behalf of the Holders of the Securities of such series in any election of a trustee in bankruptcy,
liquidator or other persons performing similar functions; 


and
any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to
such Senior Trustee, and in the event that such Senior Trustee shall consent to the making of such payments directly to the Holders of Securities, to pay to such Senior Trustee any amount due to it
for the reasonable compensation, expenses, disbursements and advances of such Senior Trustee, its agents and counsel and any other amounts due such Senior Trustee under Section 6.07. 



        Nothing
herein contained shall be deemed to authorize the Senior Trustee for the Securities of any series to authorize or consent to or accept or adopt on behalf of any Holder of a
Security any plan of reorganization, arrangement, adjustment or composition affecting the Securities of such series or the rights of any Holder thereof, or to authorize the Senior Trustee for the
Securities of any series to vote in respect of the claim of any Holder in any such proceeding, except as aforesaid, for the election of a trustee in bankruptcy or other person performing similar
functions. 


 
 

SECTION 5.05.    Senior Trustee May Enforce Claims Without Possession of Securities.



        All
rights of action and claims under this Senior Indenture or the Securities of any series may be prosecuted and enforced by the Senior Trustee for the Securities of any series without
the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by such Senior 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 such Senior
Trustee, its agents and counsel and all other amounts due to such Senior Trustee under Section 6.07, be for the ratable benefit of the Holders of the Securities of such series in respect of
which such judgment has been recovered. 


 
 

SECTION 5.06.    Application of Money Collected.


        Any
money collected by the Senior Trustee for the Securities of any series pursuant to this Article with respect to the Securities of such series shall be applied in the following order,
at the date or dates fixed by such Senior Trustee and, in case of the distribution of such money on account of principal (or lesser amount in the case of Discounted Securities) (or premium, if any) or
interest, if any, upon presentation of the Securities of such series and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 



        First:
To the payment of all amounts due such Senior Trustee under Section 6.07; 


        Second:
To the payment of the amounts then due and unpaid upon the Securities of such series for principal (or lesser amount in the case of Discounted Securities) of (and premium, if
any, on) and interest, if any, on such Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal (or lesser amount in the case of Discounted Securities) (and premium, if any) and interest, if any, respectively; and 



        Third:
The balance, if any, to the Person or Persons entitled thereto. 


37





 



 
 

SECTION 5.07.    Limitation on Suits.


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


        (1)  an
Event of Default with respect to that series shall have occurred and be continuing and such Holder shall have previously given written notice to the Senior Trustee
for the Securities of such series of such Event of Default and the continuance thereof; 


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


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


        (4)  such
Senior Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 



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


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



 
 

SECTION 5.08.    Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any.


        Notwithstanding
any other provision in this Senior Indenture, the Holder of any Security shall have the right which is absolute and unconditional to receive payment of the principal of
(and premium, if any, on) and (subject to Section 3.07) interest, if any, on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment and such right shall not be impaired without the consent of such Holder. 


 
 

SECTION 5.09.    Restoration of Rights and Remedies


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


38





 



 
 

SECTION 5.10.    Rights and Remedies Cumulative.



        Except
as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or
remedy herein conferred upon or reserved to the Senior Trustee for the Securities of any series or to the Holders of Securities 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 5.11.    Delay or Omission Not Waiver.


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


 
 

SECTION 5.12.    Control by Holders.


        Subject
to Section 6.03, the Holders of a majority in aggregate principal amount of the Outstanding Securities of any particular series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Senior Trustee for the Securities of such series with respect to the Securities of that series or exercising any trust or
power conferred on such Senior Trustee with respect to such Securities; provided that: 


        (1)  the
Senior Trustee may refuse to follow any direction in conflict with any rule of law or with this Senior Indenture; 


        (2)  the
Senior Trustee need not take any action which might involve it in personal liability; and 


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



 
 

SECTION 5.13.    Waiver of Past Defaults.


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


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



        (2)  a
default with respect to a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding
Security of that series affected. 


        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Senior Indenture; but no
such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 


39





 



 
 

SECTION 5.14.    Undertaking for Costs.


        All
parties to this Senior Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Senior Indenture or in any suit against the Senior Trustee for the Securities of any series for any action taken or omitted by it as Senior
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 shall (subject to applicable laws) not apply to any suit instituted by the Senior Trustee for the Securities of any series, 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 Securities of any particular series or to any suit instituted by any Holder of any Security for the enforcement of the
payment of the principal of (or premium, if any, on) or interest, if any, on any Security of such series on or after the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date) or the date such Security becomes due and payable as expressed herein. 


 
 

SECTION 5.15.    Waiver of Stay or Extension Laws.


        The
Issuer 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 Senior Indenture; and the Issuer (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 Senior Trustee
for any series of Securities, but will suffer and permit the execution of every such power as though no such law had been enacted. 


 
 

SECTION 5.16.    Judgment Currency.



        If,
for the purpose of obtaining a judgment in any court with respect to any obligation of the Issuer hereunder or under any Security, it shall become necessary to convert into any other
currency or currency unit any amount in the currency or currency unit due hereunder or under such Security, then such conversion shall be made by the Issuer or the Currency Determination Agent at the
Market Exchange Rate as in effect on the date of entry of the judgment (the "Judgment Date"). If pursuant to any such judgment, conversion shall be made on a date (the "Substitute Date") other than
the Judgment Date and there shall occur a change between the Market Exchange Rate as in effect on the Judgment Date and the Market Exchange Rate as in effect on the Substitute Date, the Issuer agrees
to pay such additional amounts (if any) as may be necessary to ensure that the amount paid is equal to the amount in such other currency or currency unit which, when converted at the Market Exchange
Rate as in effect on the Judgment Date, is the amount due hereunder or under such Security. Any amount due from the Issuer under this Section 5.16 shall be due as a separate debt and is not to
be affected by or merged into any judgment being obtained for any other sum due hereunder or in respect of any Security, as the case may be. In no event, however, shall the Issuer be required to pay
more in the currency or currency unit due hereunder or under such Security at the Market Exchange Rate as in effect on the Judgment Date than the amount of currency or currency unit stated to be due
hereunder or under such Security so that in any event the obligations of the Issuer hereunder or under such Security will be effectively maintained as obligations in such currency or currency unit,
and the Issuer shall be entitled to withhold (or be reimbursed for, as the case may be) any excess of the amount actually realized upon any such conversion on the Substitute Date over the amount due
and payable on the Judgment Date. 


40





 


 
 

ARTICLE SIX
  
    THE SENIOR TRUSTEE    
  



 
  SECTION 6.01.    Certain Duties and Responsibilities.


        (a)  Except
during the continuance of an Event of Default with respect to the Securities of any series for which the Senior Trustee is serving as such: 


        (1)  such
Senior Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Senior Indenture, and no implied covenants or
obligations shall be read into this Senior Indenture against such Senior Trustee; and 



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



        (b)  In
case an Event of Default with respect to a series of Securities has occurred and is continuing, the Senior Trustee for the Securities of such series shall exercise
such of the rights and powers vested in it by this Senior 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 his own affairs. The Senior Trustee will be under no obligation to exercise any of its rights or powers under the Senior Indenture at the request of any Holder unless such Holder shall
have offered to the Senior Trustee security and indemnity reasonably satisfactory to the Senior Trustee against any loss, liability or expense, and then only to the extent required by the terms of the
Senior Indenture. 


        (c)  No
provision of this Senior Indenture shall be construed to relieve the Senior Trustee for Securities of any series from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that: 


        (1)  this
Subsection shall not be construed to limit the effect of Subsection (a) of this Section; 


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


        (3)  such
Senior Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with a direction received by
it pursuant to Section 5.02, 5.07, 5.12 or 5.13 or exercising any trust or power conferred upon such Senior Trustee under this Senior Indenture with respect to the Securities of that series;
and 


        (4)  no
provision of this Senior Indenture shall require the Senior Trustee for any series of Securities 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. 



        (d)  Whether
or not therein expressly so provided, every provision of this Senior Indenture relating in any way to the Senior Trustee for any series of Securities shall be
subject to the provisions of this Section. 


41





 



 
 

SECTION 6.02.    Notice of Default.



        Within
90 days after the occurrence of any default hereunder with respect to Securities of any particular series, the Senior Trustee for the Securities of such series shall give
to Holders of Securities of that series, in the manner set forth in Section 1.06, notice of such default if actually known to such Senior 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, on) or interest, if any, on any
Security of that series, such Senior Trustee shall be protected in withholding such notice if and so long as it determines in good faith that the withholding of such notice is in the interests of the
Holders of Securities of that series. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with
respect to Securities of that series. 


 
 

SECTION 6.03.    Certain Rights of Senior Trustee.


        Except
as otherwise provided in Section 6.01: 


        (1)  the
Senior Trustee for any series of Securities may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, discretion, consent, order, bond, debenture, coupon or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties; 


        (2)  any
request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be, and any resolution of
the Board of Directors of the Issuer may be sufficiently evidenced by a Board Resolution; 


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


        (4)  such
Senior Trustee may consult with counsel of its selection and the advice or opinion 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; 


        (5)  such
Senior Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Senior Indenture at the request or direction of any of the
Holders of Securities of any series pursuant to this Senior Indenture for which it is acting as Senior Trustee, unless such Holders shall have offered to such Senior Trustee security or indemnity
satisfactory to the Senior Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; 


        (6)  such
Senior 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, coupon or other paper or document, but such Senior Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if such Senior Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Issuer, personally or by agent or attorney; 


        (7)  such
Senior 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 such
Senior 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; 



        (8)  such
Senior Trustee shall have no duties or responsibilities with respect to and shall have no liability for the actions taken or the failures to act of any other Senior
Trustees appointed hereunder; 


42





 



        (9)  such
Senior Trustee shall not be liable for any action taken, suffered or omitted to be taken in good faith and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Senior Indenture; 



        (10) the
Senior Trustee shall not be deemed to have notice or knowledge of any default or Event of Default unless a Responsible Officer of the Senior Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default or Event of Default is received by the Senior Trustee at its Corporate Trust Office and such notice references
the Securities and this Senior Indenture; and 


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



        (12) before
the Senior Trustee acts or refrains from acting, the Senior Trustee may request that the Issuer deliver an Officers' Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Senior Indenture, which Officers' Certificate may be signed by any Person authorized to sign an
Officers' Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded. 


 
 

SECTION 6.04.    Not Responsible for Recitals or Issuance of Securities.



        The
recitals and statements contained herein (except the description of the Senior Trustee) and in the Securities (except the Senior Trustee's certificates of authentication) shall be
taken as the recitals of and statements of the Issuer, and the Senior Trustee for any series of Securities assumes no responsibility for their correctness. The Senior Trustee for any series of
Securities shall not be responsible for and makes no representations as to the validity or sufficiency of this Senior Indenture or of the Securities (except the Senior Trustee's certificates of
authentication thereof) of any series. The Senior Trustee for any series of Securities shall not be accountable for the use or application by the Issuer of the Securities or the proceeds thereof. The
Senior Trustee shall have no duty to ascertain or inquire as to the performance of the Issuer's covenants in Article Ten hereof or otherwise established by the terms of any Security. 


 
 

SECTION 6.05.    May Hold Securities.


        The
Senior Trustee for any series of Securities, any Paying Agent, Security Registrar or any other agent of the Issuer or such Senior Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer with the same rights it would have if it were not such Senior Trustee, Paying
Agent, Security Registrar or such other agent. 


 
 

SECTION 6.06.    Money Held in Trust.


        Money
held by the Senior Trustee for any series of Securities (in any of its capacities hereunder, including as Senior Trustee, Securities Registrar or Paying Agent) in trust hereunder
need not be segregated from other funds except to the extent required by law. The Senior Trustee for any series of Securities (in any of its capacities hereunder, including as Senior Trustee,
Securities Registrar or Paying Agent) shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer. 


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SECTION 6.07.    Compensation and Reimbursement.


        The
Issuer agrees: 


        (1)  to
pay to the Senior Trustee for any series of Securities from time to time such compensation for all services rendered by it hereunder as the Issuer and the Senior
Trustee shall mutually agree upon in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 


        (2)  except
as otherwise expressly provided herein, to reimburse the Senior Trustee for any series of Securities upon its request for all reasonable expenses, disbursements
and advances incurred or made by such Senior Trustee in accordance with any provision of this Senior Indenture (including the reasonable compensation and the expenses and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and 


        (3)  to
indemnify such Senior Trustee for, and to hold it harmless against, any loss, liability or reasonable expense incurred without negligence or willful misconduct on its
part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim (whether assented to by the
Issuer, any Holder or otherwise) or liability in connection with the exercise or performance of any of its powers or duties hereunder. 



        As
security for the performance of the obligations of the Issuer under this Section the Senior Trustee for any series of Securities shall have a lien prior to the Securities upon all
property and funds held or collected by such Senior Trustee as such, except funds held in trust for the payment of principal of (or premium, if any, on) or interest, if any on particular Securities. 


        Without
prejudice to any other rights available to the Senior Trustee under applicable law, when the Senior Trustee incurs expenses (including the reasonable fees and expense of its
counsel) or renders services after an Event of Default specified in Section 5.01(3), (4), (5) or (6) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law. 


        The
rights of the Senior Trustee under this Section 6.07 shall survive the resignation or removal of the Senior Trustee, the payment in full of the Securities for which it is the
Senior Trustee, the discharge of this Senior Indenture, and the termination hereof. 


 
 

SECTION 6.08.    Disqualification; Conflicting Interests.


        The
Senior Trustee for the Securities shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time required thereby. Nothing herein
shall prevent the Senior Trustee from filing with the Commission the application referred to in the penultimate paragraph of Section 310(b) of the Trust Indenture Act. In determining whether
the Senior Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded Securities of any
particular series of Securities other than that series. If the Senior Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Senior Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Senior Indenture. 


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SECTION 6.09.    Corporate Senior Trustee Required; Different Senior Trustees for Different Series; Eligibility.


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


        (1)  a
corporation organized and doing business under the laws of the United States of America, any state thereof, or the District of Columbia, authorized under such laws to
exercise corporate trust power and subject to supervision or examination by Federal or State authority; or 


        (2)  a
corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Senior Trustee pursuant to a rule,
regulation, or other order of the Commission, authorized under such laws to exercise corporate trust powers, 



and
which shall have at all times a combined capital and surplus of at least $50,000,000. If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to
requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. None of the Issuer, any other obligor upon the Securities or any Person directly or indirectly controlling, controlled by,
or under common control with the Issuer or any other obligor upon the Securities shall serve as Senior Trustee for any of the Securities. A different Senior Trustee may be appointed by the Issuer for
any series of Securities prior to the issuance of such Securities. If the initial Senior Trustee for any series of Securities is to be other than Wilmington Trust Company, the Issuer and such Senior
Trustee shall, prior to the issuance of such Securities, execute and deliver an indenture supplemental hereto, which shall provide for the appointment of such Senior Trustee as Senior Trustee for the
Securities of such series and shall add to or change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by
more than one Senior Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Senior Trustees co-Senior Trustees of the same trust and that
each such Senior Trustee shall be Senior Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Senior Trustee. If at any time the
Senior Trustee for the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereunder
specified in this Article. 


 
 

SECTION 6.10.    Resignation and Removal; Appointment of Successor.


        (a)  No
resignation or removal of the Senior Trustee for the Securities of any series and no appointment of a successor Senior Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Senior Trustee in accordance with the applicable requirements of Section 6.11. 


        (b)  The
Senior Trustee for the Securities of any series may resign at any time with respect to the Securities of such series by giving written notice thereof to the Issuer.
If the instrument of acceptance by a successor Senior Trustee required by Section 6.11 shall not have been delivered to the Senior Trustee for the Securities of such series within
30 days after the giving of such notice of resignation, the resigning Senior Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a
successor Senior Trustee with respect to the Securities of such series. 


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        (c)  The
Senior Trustee for the Securities of any series may be removed at any time with respect to the Securities of such series by Act of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such series, delivered to such Senior Trustee and to the Issuer. If the instrument of acceptance by a successor Senior Trustee required by
Section 6.11 shall not have been delivered to the Senior Trustee for the Securities of such series within 30 days after the Act of Holders giving effect to such removal, the Senior
Trustee may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Senior Trustee with respect to the Securities of such series. 


        (d)  If
at any time: 


        (1)  the
Senior Trustee for the Securities of any series shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 6.08 hereof
after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security of such series for at least six months,
unless the Senior Trustee's duty to resign is stayed in accordance with the provisions of Section 310(b) of the Trust Indenture Act; or 


        (2)  such
Senior Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Issuer or by any such Holder; or 


        (3)  such
Senior Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of such Senior Trustee or of its property shall be
appointed or any public officer shall take charge or control of such Senior Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or 


        (4)  if
an administrative or other receiver or an administrator or other similar official is appointed in relation to such Senior Trustee, or in relation to the whole or a
material part of the assets of such Senior Trustee, or an encumbrancer takes possession of the whole or a material part of the assets of such Senior Trustee, or a distress or execution or other
process is levied or enforced upon or sued out against the whole or a material part of the assets of such Senior Trustee, or if such Senior Trustee shall commence a voluntary case or proceeding under
any applicable Bankruptcy Law, or any other case or proceeding to be adjudicated as bankrupt or insolvent, or such Senior Trustee shall consent to the appointment of or taking possession by a
receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of such Senior Trustee or its property or affairs, or shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall take corporate action in furtherance of any such action; 


then,
in any such case, (i) the Issuer by a Board Resolution may remove such Senior Trustee or (ii) subject to Section 5.14, any Holder who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of such Senior Trustee and the appointment of a successor Senior Trustee. 


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        (e)  If
the Senior Trustee for the Securities of any series shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Senior
Trustee for the Securities of any series for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Senior Trustee with respect to the Securities of such series and shall
comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Senior Trustee with
respect to the Securities of such series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Issuer and
the retiring Senior Trustee, the successor Senior Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11,
become the successor Senior Trustee for the Securities of such series and supersede the successor Senior Trustee appointed by the Issuer. If no successor Senior Trustee for the Securities of such
series shall have been so appointed by the Issuer or the Holders and shall have accepted appointment in the manner required by Section 6.11, and if such Senior Trustee is still incapable of
acting, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the appointment of a successor Senior Trustee with respect to the Securities of such series. 


        (f)    The
Issuer shall give notice of each resignation and each removal of the Senior Trustee with respect to the Securities of any series and each appointment of a successor
Senior Trustee with respect to the Securities of any series in the manner and to the extent provided in Section 1.06. Each notice shall include the name of the successor Senior Trustee with
respect to the Securities of that series and the address of its Corporate Trust Office. 


 
 

SECTION 6.11.    Acceptance of Appointment by Successor.


        (a)  Every
successor Senior Trustee appointed hereunder with respect to the Securities of any series shall execute, acknowledge and deliver to the Issuer and to the retiring
Senior Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Senior Trustee shall become effective and such successor Senior Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Senior Trustee; but, on the request of the Issuer or the successor Senior Trustee,
such retiring Senior Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Senior Trustee all the rights, powers and trusts of the retiring
Senior Trustee and shall duly assign, transfer and deliver to such successor Senior Trustee all property and money held by such retiring Senior Trustee hereunder, subject to the lien provided by
Section 6.07. 


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        (b)  In
case of the appointment hereunder of a successor Senior Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Senior
Trustee and each successor Senior Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Senior Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer to, and to vest in, each successor Senior Trustee all the rights, powers,
trusts and duties of the retiring Senior Trustee with respect to the Securities of that or those series to which the appointment of such successor Senior Trustee relates, (ii) if the retiring
Senior Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Senior Trustee with respect to the Securities of that or those series as to which the retiring Senior Trustee is not retiring shall continue to be vested in the retiring Senior Trustee and
(iii) shall add to or change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Senior
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Senior Trustees co-Senior Trustees of the same trust and each such Senior Trustee
shall be Senior Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Senior Trustee; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Senior Trustee shall become effective to the extent provided therein and each such successor Senior Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Senior Trustee with respect to the Securities of that or those series to which the appointment of
such successor Senior Trustee relates, subject to the lien provided by Section 6.07; but, on request of the Issuer or any successor Senior Trustee, such retiring Senior Trustee shall duly
assign, transfer and deliver to such successor Senior Trustee all property and money held by such retiring Senior Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor Senior Trustee relates, subject to the lien provided by Section 6.07. 


        (c)  Upon
request of any such successor Senior Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Senior Trustee all such rights, powers and trusts referred to in Subsections (a) or (b) of this Section, as the case may be. 



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


 
 

SECTION 6.12.    Merger, Conversion, Consolidation or Succession to Business.


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


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SECTION 6.13.    Preferential Collection of Claims Against the Issuer.


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


 
 

ARTICLE SEVEN
  
    HOLDERS' LISTS AND REPORTS BY SENIOR TRUSTEE AND ISSUER    
  



 
  SECTION 7.01.    Issuer to Furnish Senior Trustee Names and Addresses of Holders.


        With
respect to each particular series of Securities, the Issuer will furnish or cause to be furnished to the Senior Trustee for the Securities of such series: 


        (1)  at
least semi-annually and, if applicable, not more than 15 days after each Regular Record Date relating to that series (or, if there is no Regular
Record Date relating to that series, on June 30 and December 31), a list, in such form as such Senior Trustee may reasonably require, containing all the information in the possession or
control of the Issuer or any of its Paying Agents as to the names and addresses of the Holders of that series as of such dates, excluding from any such list all the information already in the
possession or control of the Senior Trustee which was received by such Senior Trustee acting in any capacity with respect to such series of Securities; and 


        (2)  at
such other times as such Senior Trustee or Principal Paying Agent may request in writing, within 30 days after the receipt by the Issuer of any such request, a
list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, excluding from any such list all the information already in the possession or
control of the Senior Trustee which was received by such Senior Trustee acting in any capacity with respect to such series of Securities. 


 
 

SECTION 7.02.    Preservation of Information; Communications to Holders.


        (a)  The
Senior Trustee for each series of Securities shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of the Securities
of such series contained in the most recent lists furnished to such Senior Trustee as provided in Section 7.01 and the names and addresses of Holders of the Securities of such series received
by such Senior Trustee in its capacity as Security Registrar for such series, if so acting. The Senior Trustee for each series of Securities may destroy any list relating to such series of Securities
furnished to it as provided in Section 7.01 upon receipt of a new list relating to such series so furnished. 


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


        (1)  afford
such applicants access to the information preserved at the time by such Senior Trustee in accordance with Section 7.02(a); or 


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        (2)  inform
such applicants as to the approximate number of Holders of Securities of that series whose names and addresses appear in the information preserved at the time by
such Senior Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such
application. 


        If
any such Senior Trustee shall elect not to afford such applicants access to that information, such Senior Trustee shall, upon the written request of such applicants, mail to each
Holder of Securities of that series whose name and address appears in the information preserved at the time by such Senior Trustee in accordance with Section 7.02(a), a copy of the form of
proxy or other communication which is specified in such request, with reasonable promptness after a tender to such Senior Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after such tender, such Senior Trustee shall mail to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of such Senior Trustee, such mailing would be contrary to the best interests of the Holders of Securities of that series
or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, such Senior Trustee shall mail copies of such material to all such
Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise such Senior Trustee shall be relieved of any obligation or duty to such applicants respecting
their application. 


        (c)  Every
Holder of Securities of each series, by receiving and holding the same, agrees with the Issuer and the Senior Trustee for the Securities of such series that none
of the Issuer, such Senior Trustee or any of their agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of the Securities
of such series in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Senior Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 7.02(b). 


 
 

SECTION 7.03.    Reports by Senior Trustee.


        (a)  Within
60 days after May 15 of each year commencing with the year following the first issuance of Securities, the Senior Trustee for the Securities of each
series shall transmit by mail to all Holders of the Securities of such series, in the manner and to the extent provided in Section 313 of the Trust Indenture Act, a brief report dated as of
each such May 15 if required by the Trust Indenture Act. 


        (b)  A
copy of each such report shall, at the time of such transmission to Holders of Securities of any series, be filed by the Senior Trustee for the Securities of such
series with each Stock Exchange, with the Commission and with the Issuer. The Issuer will notify such Senior Trustee when such series of Securities is listed on any Stock Exchange. 


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SECTION 7.04.    Reports by Issuer.


        The
Issuer will: 


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



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


        (3)  transmit
by mail to all Holders of Securities of each series, as provided in Section 313(c) of the Trust Indenture Act, within 30 days after the filing
thereof with the Senior Trustee for the Securities of such, series, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission; provided that the delivery of such reports, information and documents to the
Senior Trustee is for informational purposes only and the Senior Trustee's receipt of such shall not constitute notice, constructive or otherwise, of any information contained therein or determinable
therefrom, including the Issuer's compliance with any of its covenants hereunder or under any Securities (as to which the Senior Trustee is entitled to rely exclusively on Officers' Certificates). 


 
 

ARTICLE EIGHT
  
    CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER    
  


 
  SECTION 8.01.    Issuer May Consolidate, Etc., Only on Certain Terms.


        So
long as any Security remains Outstanding, the Issuer shall not consolidate or amalgamate with or merge into any other corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any Person unless: 


        (1)  the
corporation formed by such consolidation or amalgamation or into which the Issuer is merged, or the Person which acquires, leases or is the transferee of or
recipient of the conveyance or transfer, of substantially all of the properties and assets of the Issuer as an entirety shall 



        (A)  be
a corporation or other Person organized and validly existing under the laws of any country that is a member of the Organisation for Economic Co-operation
and Development (as the same may be constituted from time to time); and 


        (B)  expressly
assume, by an indenture supplemental hereto, executed and delivered to the Senior Trustee for each series of Securities, in form reasonably satisfactory to
each such Senior Trustee, with any amendments or revisions necessary to take account of the jurisdiction in which any such corporation or Person is organized (if other than England and Wales), 



51





 




        (i)    the
due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on, and any sinking fund payment in respect of, all of the Securities, 


        (ii)  the
performance of every covenant of this Senior Indenture and of all the Securities on the part of the Issuer to be performed, 


        (iii)  such
assumption shall provide that such corporation or Person shall pay to the Holder of any Securities such additional amounts as may be necessary in order that every
net payment of the principal of (and premium, if any, on) and interest, if any, on such Securities will not be less than the amounts provided for in the Securities to be then due and payable, and 


        (iv)  with
respect to (iii) above such obligation shall extend to any deduction or withholding for or on account of any present or future tax, assessment or
governmental charge imposed upon such payment by the United Kingdom or the country in which any such corporation or Person is organized or any district, municipality or other political subdivision or
taxing authority thereof (subject to the limitations set forth in Section 10.08 in respect of the payment of additional amounts as applied to such country); 





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


        (3)  the
Issuer has delivered to the Senior Trustee for each series of Securities an Officers' Certificate and an Opinion of Counsel each stating that such consolidation,
amalgamation, merger, conveyance, transfer or lease and such supplemental indenture evidencing the assumption by such corporation or Person comply with this Senior Indenture and that all conditions
precedent provided for in this Senior Indenture relating to such transaction have been complied with. 


 
 

SECTION 8.02.    Successor Corporation Substituted.


        Upon
any consolidation, amalgamation or merger, or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with
Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which the Issuer is merged or the Person to which such conveyance or transfer or with which such
lease is made shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Senior Indenture with the same effect as if such successor corporation or Person
had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Senior Indenture or the
Securities, as the case may be. 


 
 

ARTICLE NINE
  
    SUPPLEMENTAL INDENTURES    
  



 
  SECTION 9.01.    Supplemental Senior Indentures Without Consent of Holders.


        Without
the consent of any Holders of Securities, the Issuer, when authorized by a Board Resolution and the Senior Trustee or Senior Trustees for the Securities of any or all series, at
any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the relevant Senior Trustee or Senior Trustees, for any of the following purposes: 



        (1)  to
evidence the succession of another corporation to the Issuer and the assumption by any such successor of the covenants of the Issuer herein and contained in the
Securities; or 


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        (2)  to
add to the covenants of the Issuer, for the benefit of the Holders of all or any particular series of Securities (and, if such covenants are to be for the benefit of
fewer than all series of Securities, stating that such covenants are being included solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge any property to or with the
Senior Trustee for the Securities of any such series or otherwise secure any such series of the Securities or to surrender any right or power herein conferred upon the Issuer; or 


        (3)  to
add any additional Events of Default with respect to any or all series of Securities (and, if any such Event of Default applies to fewer than all series of
Securities, stating each series to which such Event of Default applies); provided that any such additional Event of Default would not cause any such series of Securities to be in default immediately
upon any such addition; or 


        (4)  to
change or eliminate any restrictions on the payment of principal of or any premium or interest on Securities or to provide (subject to applicable laws) for the
issuance of uncertificated Securities of any series in addition to or in place of any certificated Securities and to make all appropriate changes for such purposes; provided,
however, that any such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or 


        (5)  to
change or eliminate any of the provisions of this Senior Indenture; provided, however, that any such change or
elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such
provision; or 


        (6)  to
evidence and provide for the acceptance of appointment hereunder of a Senior Trustee, other than Wilmington Trust Company, for a series of Securities and to add to or
change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Senior Trustee, pursuant to the
requirements of Section 6.09; or 


        (7)  to
evidence and provide for the acceptance of appointment hereunder by a successor Senior Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Senior Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Senior Trustee, pursuant to the
requirements of Section 6.11(b); or 


        (8)  to
add to the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Securities, as herein
set forth, with such other conditions, limitations and restrictions thereafter to be observed; or 


        (9)  to
supplement any of the provisions of this Senior Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section 4.01; provided, however, that any such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities in any material respect; or 


        (10) to
add to or change or eliminate any provisions of this Senior Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act
or any rules and regulations of the Commission; or 


        (11) to
cure any ambiguity or defect, to correct or amend or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Senior Indenture; provided, that any such action shall not adversely affect the interests of the Holders of Securities of any
particular series in any material respect; or 


        (12) to
establish the terms of a series of Securities to be issued hereunder pursuant to, and in accordance with, Section 3.01. 


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SECTION 9.02.    Supplemental Senior Indentures With Consent of Holders.


        The
Issuer, when authorized by a Board Resolution, and the Senior Trustee or Senior Trustees for the Securities of any or all series 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 the Senior Indenture or of modifying in any manner the rights of the
Holders of such Securities under this Senior Indenture, but only with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby, in each case by Act of said Holders of Securities of each such series delivered to the Issuer and the Senior Trustee for Securities of each such series;  provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby: 


        (1)  change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon, if any, or any premium or principal payable upon the redemption thereof, or change any obligation of the Issuer to pay additional amounts pursuant to Sections 5.16 and 10.08 (except
as contemplated by Section 8.01(1) and permitted by Section 9.01(1)) or reduce the amount of the principal of a Discounted Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or change the currency or currency unit in which, any Security or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or 


        (2)  reduce
the percentage in aggregate principal amount of the Outstanding Securities of any particular series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Senior Indenture or certain defaults hereunder and their consequences
that is provided for in this Senior Indenture; or 


        (3)  change
any obligation of the Issuer to maintain an office or agency in the places and for the purposes specified in Section 10.02; or 


        (4)  modify
any of the provisions of this Section or Sections 5.13 or 10.07, except to increase any specified percentage in aggregate principal amount required for any
actions by Holders or to provide that certain other provisions of this Senior Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. 



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


        It
shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. 


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SECTION 9.03.    Execution of Supplemental Senior Indentures.


        In
executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Senior
Indenture, the Senior Trustee for any series of Securities shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Senior Indenture. The Senior Trustee for any series of Securities may, but shall not
(except to the extent required in the case of a supplemental indenture entered into under Section 9.01(6) or (7)) be obligated to, enter into any such supplemental indenture which affects such
Senior Trustee's own rights, liabilities, duties or immunities under this Senior Indenture or otherwise. 



 
 

SECTION 9.04.    Effect of Supplemental Senior Indentures.


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


 
 

SECTION 9.05.    Conformity With Trust Indenture Act.



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


 
 

SECTION 9.06.    Reference in Securities to Supplemental Senior Indentures.


        Securities
of any particular series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Senior
Trustee for the Securities of such series, bear a notation in form approved by such Senior Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new
Securities of any series so modified as to conform, in the opinion of the Senior Trustee for the Securities of such series and the Boards of Directors of the Issuer, to any such supplemental indenture
may be prepared and executed by the Issuer and such Securities may be authenticated and delivered by such Senior Trustee for the Securities of such series in exchange for Outstanding Securities of
such series. 


 
 

ARTICLE TEN
  
    COVENANTS    
  



 
  SECTION 10.01.    Payment of Principal (and Premium, if any) and Interest, if any.


        The
Issuer agrees, for the benefit of each particular series of Securities, that it will duly and punctually pay in the currency or currency unit in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) the principal of, and
premium, if any, on and interest, if any, on that series of Securities in accordance with the terms of the Securities of such series and this Senior Indenture. 


55





 



 
 

SECTION 10.02.    Maintenance of Office or Agency.


        The
Issuer will maintain in the Borough of Manhattan, The City of New York, and in each Place of Payment for the Securities of a series an office or agency where Securities of that
series may be presented or surrendered for payment, and an office or agency where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to
or upon the Issuer with respect to the Securities of that series and this Senior Indenture may be served. The Issuer will give prompt written notice to the Senior Trustee for the Securities of that
series of the location, and any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Senior Trustee for the Securities of that series with the address thereof, such presentations (to the extent permitted by law) and surrenders of Securities of
that series may be made and notices and demands may be made or served at the Corporate Trust Office of such Senior Trustee, and the Issuer hereby appoints the Senior Trustee as its agent to receive
such respective presentations, surrenders, notices and demands. 


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


        Unless
otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency other than Dollars or (ii) may
be payable in a currency other than Dollars, or so long as it is required under any other provision of the Senior Indenture, then the Issuer will maintain with respect to each such series of
Securities, or as so required, a Currency Determination Agent. 


56







  




 
 

SECTION 10.03.    Money for Securities Payments to Be Held in Trust.


        If
the Issuer shall at any time act as its own Paying Agent with respect to any particular series of Securities, it will, on or before each due date of the principal of (or premium, if
any, on) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the currency or currency unit in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e))
sufficient to pay the principal and premium, if any, and interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Senior Trustee for the Securities of such series of its action or failure so to act. 


        Whenever
the Issuer shall have one or more Paying Agents for any particular series of Securities, the Issuer will, prior to 10:00 a.m. in the applicable Place of Payment on each
due date of the principal of (or premium, if any, on) or interest, if any, on any such Securities, deposit with a Paying Agent for the Securities of such series a sum (in the currency or
currency unit described in the preceding paragraph) sufficient to pay the principal (and premium, if any) and interest, if any, so becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless such Paying Agent is the Senior Trustee for the Securities of such series) the Issuer will promptly notify such Senior Trustee of its action or failure so to act. 


        The
Issuer will cause each Paying Agent (other than the Senior Trustee) for any particular series of Securities to execute and deliver to such Senior Trustee an instrument in which such
Paying Agent shall agree with such Senior Trustee, subject to the provisions of this Section, that such Paying Agent will: 


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


        (2)  give
such Senior Trustee notice of any default by the Issuer (or any other obligor upon the Securities) in the making of any payment of principal of (and premium, if
any, on) and interest, if any, on Securities of that series; and 


        (3)  at
any time during the continuation of any such default, upon the written request of such Senior Trustee, forthwith pay to such Senior Trustee all sums so held in trust
by such Paying Agent. 


        The
Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Senior Indenture or for any other purpose, pay, or by an Issuer Order direct any Paying
Agent to pay, to the Senior Trustee for the Securities of any series all sums held in trust by the Issuer or such Paying Agent, such sums to be held by such Senior Trustee upon the same trusts as
those upon which sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to such Senior Trustee, such Paying Agent shall be released from all further liability
with respect to such money. 


57





 



        Any
money deposited with the Senior Trustee or any Paying Agent for the Securities of any series or then held by the Issuer in trust for the payment of the principal of (and premium, if
any, on) and interest, if any, on any Securities of any particular series and remaining unclaimed for two years after such principal (and premium, if any) and interest, if any, has become due and
payable shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be paid to the Issuer, on an Issuer Request, or (if then held by the
Issuer) shall be discharged from such trusts; and the Holder of such Security shall, thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of
such trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as Senior Trustee thereof, shall thereupon cease; provided,
however, that such Senior Trustee or such Paying Agent, before being required to make any such repayment shall give notice to the Holder of such Security in the manner set
forth in Section 1.06 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 notice, any unclaimed balance
of such money then remaining will, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law be repaid to the Issuer;  provided, further, that the
Senior Trustee or such Paying Agent shall give written notice of any such unclaimed amounts to the Issuer within
30 days after the end of such two-year period. 


 
 

SECTION 10.04.    Statements as to Compliance.


        The
Issuer will deliver to the Senior Trustee for each series of Securities, within four months after the end of each fiscal year ending after the date hereof, an Officers' Certificate
(one of the signers of which shall be the chief executive officer, treasurer or finance director of the Issuer) stating whether or not, to the knowledge of such officers, after due investigation, the
Issuer has complied with all conditions and covenants and fulfilled all of its obligations under this Senior Indenture during such year and, if such officers have obtained knowledge of any default or
Event of Default, specifying all such defaults or Events of Default and the nature and status thereof of which such officers may have knowledge and whether any such default or Event of Default is
continuing or not. 


        For
purposes of this Section, such compliance or fulfillment shall be determined without regard to any period of grace or requirement of notice provided under this Senior Indenture. 


 
 

SECTION 10.05.    Corporate Existence.



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


 
 

SECTION 10.06.    Negative Pledge.


        So
long as any Security remains Outstanding, the Issuer will not, and will ensure (so far as the Issuer is able to do so by the proper exercise of its voting and other rights or powers
of control exercisable in relation to such company) that the Principal Subsidiary will not, create or permit to exist any mortgage or charge upon the whole or any part of the Issuer's or the Principal
Subsidiary's undertaking or assets (other than assets representing the fund or funds maintained by the Issuer, or as the case may be, the Principal Subsidiary, in respect of long-term
business (as defined in the Financial Services and Markets Act 2000 of the United Kingdom)), present or future, to secure payment of any present or future Relevant Indebtedness of the Issuer or the
Principal Subsidiary or Relevant Indebtedness of any Subsidiaries, or to secure any guarantee or indemnity in respect thereof, without at the same time securing the Outstanding Securities of each
series, and all amounts payable under this Senior Indenture in respect thereof, equally and ratably with the same security as secures any such Relevant Indebtedness, guarantee or indemnity, or with
such other security as shall be approved by the holders of at least 75% in principal amount of the Outstanding Securities of each series. 


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SECTION 10.07.    Waiver of Certain Covenants.


        The
Issuer may omit in any particular instance to comply with any covenant or condition set forth in Sections 10.02, 10.05 and 10.06 and any other covenant not set forth herein and
specified pursuant to Section 3.01 to be applicable to the Securities of any series, if before or after the time for such compliance the Holders of not less than a majority (or 75% in the case
of the covenant to provide security approved by 75% of the Holders pursuant to Section 10.06) in aggregate principal amount of the Outstanding Securities of each series of Securities affected
by the omission (which, in the case of a covenant not set forth herein and specified pursuant to Section 3.01 to be applicable to the Securities of any series, shall include only those series
to which such covenant is so specified to be applicable) shall, in each case by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Issuer and the duties of the Senior Trustee and the Principal Paying Agent for the Securities of each series with respect to any such covenant or condition shall remain in full force and effect. 


 
 

SECTION 10.08.    Payment of Additional Amounts.


        Unless
otherwise provided in the Board Resolution or supplemental indenture pursuant to Section 3.01 establishing the terms of a particular series of Securities, the Issuer will
pay to the Holder of any Security such additional amounts as may be necessary in order that every net payment of the principal of (and premium, if any, on) and interest, if any, on any such Security
after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied or collected by or on behalf
of the country in which the Issuer is organized, or any political subdivision or taxing authority thereof or therein having power to tax, will not be less than the amount provided for in any such
Security to be then due and payable; provided, however, that the foregoing obligation to pay additional amounts will not apply on account of any tax,
assessment, duty or other governmental charge which is payable: 


        (1)  otherwise
than by deduction or withholding from payments of principal of (or premium, if any, on) or interest, if any, on any such Security; or 



        (2)  by
reason of such Holder having, or having had, some personal or business connection with the country in which the Issuer is organized and not merely by reason of the
fact that payments are, or for the purposes of taxation are deemed to be, from sources in, or secured in, the country in which the Issuer is organized; or 


        (3)  except
in the case of the winding up of the Issuer in England, the relevant Security is presented for payment (where presentation is required) in the United Kingdom; or 


        (4)  the
relevant Security is presented for payment (where presentation is required) more than 30 days after the Relevant Date (as defined below) except to the extent
that the relevant Holder would have been entitled to such additional amounts on presenting (where presentation is required) the Security for payment on such thirtieth day; or 


        (5)  with
respect to a payment to an individual, the payment is required to be made pursuant to any European Union Directive on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such Directive; or 


        (6)  on
a Security presented for payment (where presentation is required) by a Holder who would have been able to avoid such deduction or withholding by presenting (where
presentation is required) the relevant Security to another paying agent in a Member State of the European Union or elsewhere; or 


59





 



        (7)  by
reason by any estate, excise, inheritance, gift, sales, transfer, wealth or personal property tax or any similar assessment or governmental charge; or 


        (8)  as
a result of the failure of a holder to satisfy any statutory requirements or make a declaration of non-residence or other claim for exemption; or 



        (9)  by
reason of a change in law or official practice of any relevant taxing authority that becomes effective more than 30 days after the Relevant Date (as defined
below) for payment of principal (or premium, if any), or interest, if any, in respect of such Security; or 


        (10) owing
to any combination of clauses (1) through (9) above (provided that such provision is applicable to the relevant series of Securities in accordance
with this Senior Indenture). 


        No
additional amounts will be paid as provided above with respect to any payment of principal of (or premium, if any, on) or interest, if any, on any such Security to any Holder who is a
fiduciary or partnership or other than the sole beneficial owner of any such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the
beneficial owner of such payment would not have been entitled to the additional amounts had such beneficiary, settlor, member or beneficial owner been the Holder of any such Security. 


        For
the purposes hereof the "Relevant Date" means the date on which the payment of principal of (or premium, if any, on) or interest, if any, on any Security first becomes due and
payable but, if the full amount of the monies payable on such date has not been received by the relevant Paying Agent or as it shall have directed on or prior to such date, the "Relevant Date" means
the date on which such monies shall have been so received. 


        Whenever
in this Senior Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest, if any, on any Security, such mention shall be
deemed to include mention of the payment of additional amounts provided for in the terms of such Securities and this Section to the extent that, in such context, additional amounts are, were or would
be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express mention is not made. 


60





 



        If
the Securities of a series provide for the payment of additional amounts as contemplated by Section 3.01(19), at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at
least 10 days prior to each date of payment of principal (and premium, if any) and interest, if any, if there has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Issuer will furnish the Senior Trustee for that series of Securities with an Officers' Certificate instructing such Senior Trustee whether such payment of principal of (and
premium, if any, on) and interest, if any, on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other
governmental charge referred to above or described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if
any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Senior Trustee for such series of Securities such additional amounts as may be required
pursuant to the terms applicable to such series. The Issuer covenants to indemnify the Senior Trustee for such series of Securities and any Paying Agent for, and to hold them harmless against, any
loss, liability or expense reasonably incurred without gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section 10.08 or the failure to provide any such Officers' Certificate. The obligations contained in the immediately preceding sentence of the
Issuer shall survive payment of all of the Securities, the satisfaction and discharge of this Senior Indenture, and the resignation or removal of the Senior Trustee or any Paying Agent for such series
of Securities. 


        The
Issuer hereby undertakes that, if any withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the proposal agreed by the European
Council of Economics and Finance Ministers ("ECOFIN") on January 21, 2003 or any law implementing or complying with, or introduced in order to conform to, any such Directive, it will ensure
that it maintains a paying agent with a specified office in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of
savings income implementing those proposals or any such law; provided, that under no circumstances shall the Issuer be obliged to maintain a paying
agent with a specified office in such a Member State unless at least one Member State of the European Union does not require a paying agent to making payments through a specified office in that Member
State to so withhold or deduct tax; provided, further, that this paragraph shall not apply to any Securities with respect to which clauses
(7) and (8) set forth above do not apply. 


 
 

SECTION 10.09.    Calculation of Original Issue Discount.


        The
Issuer shall deliver to the Senior Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily
rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant
under the U.S. Internal Revenue Code of 1986, as amended from time to time. 


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ARTICLE ELEVEN
  
    REDEMPTION OF SECURITIES    
  


 
  SECTION 11.01.    Applicability of This Article.


        Redemption
of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by the terms of any such Securities shall be made in accordance with
such terms and (except as otherwise specified pursuant to Section 3.01 with respect to Securities of such series) this Article; provided,
however, that if any of the terms of any such Securities shall conflict with any provision of this Article, the terms of such Securities shall govern. 


 
 

SECTION 11.02.    Election to Redeem; Notice to Senior Trustee.


        The
election of the Issuer to redeem any Securities of any series shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Issuer of less
than all of the Securities of any particular series, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the
Senior Trustee for the Securities of such series) notify the Senior Trustee for the Securities of such series by an Issuer Request of such Redemption Date and of the principal amount of Securities of
that series to be redeemed. 


        In
the case of any redemption of Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this
Senior Indenture, the Issuer shall furnish the Senior Trustee for Securities of such series with an Officers' Certificate evidencing compliance with such restriction. 


        In
the case of any redemption of Securities of any series pursuant to Section 11.08, the Issuer shall furnish the Senior Trustee for Securities of such series with an Officers'
Certificate and an Opinion of Counsel confirming that the Issuer is entitled to exercise the right of redemption. 


 
 

SECTION 11.03.    Selection of Securities to Be Redeemed.


        If
less than all the Securities are to be redeemed, the Issuer may select the series to be redeemed, and if less than all of the Securities of any series are to be redeemed, the
particular Securities of that series to be redeemed shall be selected by the Issuer not more than 45 days prior to the Redemption Date from the Outstanding Securities of that series not
previously called for redemption, by such method as the Senior Trustee for the Securities of such series shall approve and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series, or any integral multiple thereof) of the principal amount of Securities of that series or a denomination larger than the minimum
authorized denomination for Securities of that series pursuant to Section 3.02 in the currency or currency unit in which the Securities of such series are denominated. 



        The
Issuer shall promptly notify in writing the Senior Trustee for the Securities of such series selected for redemption and, in the case of any Securities of a series selected for
partial redemption, the principal amount thereof to be redeemed. 


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


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SECTION 11.04.    Notice of Redemption.


        Unless
otherwise specified in the Securities of a series, notice of redemption shall be given in the manner provided in Section 1.06 not later than 30 days and not earlier
than 60 days (or in the case of partial redemption 45 days) prior to the Redemption Date, to each Holder of Securities to be redeemed. 


        All
notices of redemption shall state: 


        (1)  the
Redemption Date; 


        (2)  the
Redemption Price; 


        (3)  if
less than all Outstanding Securities of a particular series are to be redeemed, the identification (and, in the case of a partial redemption, the respective principal
amounts) of the particular Securities to be redeemed; 


        (4)  that
on the Redemption Date the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest thereon, if any, shall cease
to accrue on and after said date; 


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


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


        (7)  the
CUSIP number(s) and ISIN, if any, with respect to such Securities. 


        Notice
of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer's written request, by the Senior Trustee for such
Securities in the name and at the expense of the Issuer. 


 
 

SECTION 11.05.    Deposit of Redemption Price.


        On
or prior to any Redemption Date, the Issuer shall deposit with the Senior Trustee for the Securities to be redeemed (or, if the Issuer is acting as its own Paying Agent for such
Securities, segregate and hold in trust as provided in Section 10.03) an amount of money in the currency or currency unit in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 3.01 for the Securities of such series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the principal amount (or, if the context
so requires, lesser amount in the case of Discounted Securities) of (and premium, if any, thereon), and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on, all
the Securities which are to be redeemed on that date. 


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SECTION 11.06.    Securities Payable on Redemption Date.


        Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in
the currency or currency unit in which the Securities of such series are payable (except as otherwise provided pursuant to Section 3.01 for the Securities of such series and except as provided
in Sections 3.11(b), 3.11(d) and 3.11(e)) and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon
surrender of such Security for redemption in accordance with said notice, such Security or specified portions thereof shall be paid by the Issuer at the Redemption Price;  provided, however, that unless
otherwise specified as contemplated by Section 3.01, installments of interest on Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular
Record Dates according to their terms and the provisions of Section 3.07. 


        If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (or, if the context shall so require, lesser amount in the case of
Discounted Securities) thereof (and premium, if any, thereon) shall, until paid, bear interest from the Redemption Date at a rate per annum equal to the rate borne by the Security (or, in the case of
Discounted Securities, the Security's Yield to Maturity). 


 
 

SECTION 11.07.    Securities Redeemed in Part.



        Any
Security which is to be redeemed only in part shall be surrendered at the Place of Payment (with, if the Issuer, the Senior Trustee or the Security Registrar for such Security so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer, the Senior Trustee and the Security Registrar for such Security duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Issuer shall execute and such Senior Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new
Security or Securities, of any authorized denomination as requested by such Holder, of the same series and having the same terms and provisions and in an aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered; except that, if a global Security is so surrendered, the Issuer shall execute, and the Senior Trustee shall
authenticate and deliver to the Depositary for such global Security, without service charge, a new global Security of like tenor in a denomination equal to and in exchange for the unredeemed portion
of the principal amount of the global Security so surrendered. 


 
 

SECTION 11.08.    Tax Redemption.


        The
Securities of any series may be redeemed, subject to any other terms set forth herein and in the Board Resolution or supplemental indenture pursuant to Section 3.01 and in
such Securities, as a whole but not in part, at the option of the Issuer, upon not more than 60 days' nor less than 30 days' prior notice to the Holders of such Securities, at a
Redemption Price equal to 100% of the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted Securities) (and premium, if any, thereon), together with
accrued interest, if any, thereon to the Redemption Date, upon the occurrence of a Tax Event; provided, that Securities of any such series may not be so
redeemed if such obligation of the Issuer to pay such additional amounts arises, because of the official application or interpretation of the laws or regulations affecting taxation of the country in
which the Issuer is organized, or any political subdivision thereof or therein, as a result of the consolidation, amalgamation or merger of the Issuer with or into, or the conveyance, transfer or
lease by the Issuer of its properties and assets substantially as an entirety to, any Person. 


64





 



        If
the Issuer provides an Opinion of Counsel in the appropriate jurisdiction, dated as of the date of the relevant event referred to in the preceding paragraph, that no obligation to pay
any additional amount or to account as aforesaid arises then that Opinion of Counsel shall be final and binding, solely for purposes of such paragraph, on the Issuer, the Senior Trustee and the
Holders of the Securities of any such series as to the law of the relevant jurisdiction at the date of such Opinion of Counsel. 


        Prior
to the redemption of any series of Securities following the occurrence of a Tax Event, the Issuer shall be required, before it gives a notice of redemption, to deliver to the
Senior Trustee an Officers' Certificate stating that all conditions precedent to such redemption have been complied with and an Opinion of Counsel concluding that in the opinion of such counsel a Tax
Event has occurred and the Issuer is entitled to exercise its right of redemption in accordance with the terms of the Securities. 


 
 

ARTICLE TWELVE
  
    SINKING FUNDS    
  


 
  SECTION 12.01.    Applicability of This Article.


        Redemption
of Securities of any series through operation of a sinking fund as permitted or required by the terms of any such Securities shall be made in accordance with such terms and
(except as otherwise specified pursuant to Section 3.01 with respect to Securities of such series) this Article; provided, however, that if any of the terms of any such Securities shall
conflict with any provision of this Article, the terms of such Securities shall govern. 


        The
minimum amount of any sinking fund payment provided for by the terms of Securities of any particular series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities of any particular series is herein referred to as an "optional sinking fund payment". If provided for by the terms of
Securities of any particular series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any particular series as provided for by the terms of Securities of that series. 


 
 

SECTION 12.02.    Satisfaction of Sinking Fund Payments With Securities.


        The
Issuer (i) may deliver Outstanding Securities of a series (other than any Securities previously called for redemption) and (ii) may apply as a credit Securities of a
series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited. Such Securities
shall be received and credited for such purpose by the Senior Trustee for such Securities at the principal amount thereof (or, if the context so requires, such lesser amount in the case of Discounted
Securities) and the amount of such sinking fund payment shall be reduced accordingly. 


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SECTION 12.03.    Redemption of Securities for Sinking Fund.


        Not
less than 60 days prior to each sinking fund payment date for any particular series of Securities (or such shorter period as shall be satisfactory to the Senior Trustee for
the Securities of such series), the Issuer will deliver to the Senior Trustee for the Securities of such series an Officers' Certificate specifying the amount of the next ensuing mandatory sinking
fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the currency or currency unit in which the Securities of
that series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of that series and except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)) and the
portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02 and shall state the basis for such credit and that such
Securities have not previously been so credited and will also deliver to such Senior Trustee any Securities to be so delivered. The Issuer or the Senior Trustee for the Securities of such series shall
select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Issuer in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 11.06 and 11.07. 


*        *        *



        This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original but all such counterparts shall together constitute but one and
the same instrument. 


        IN
WITNESS WHEREOF, the parties hereto have caused this Senior Indenture dated [    •    ], 2003 to be duly executed as of the
[    •    ] day of [    •    ], 2003. 



	 	 	PRUDENTIAL PLC,

as Issuer
	

 	
 	

By:	


	 	 	Name:	 
	 	 	Title:	 





	 	 	WILMINGTON TRUST COMPANY,

as Senior Trustee
	

 	
 	

By:	


	 	 	Name:	 
	 	 	Title:	 




66









QuickLinks



Exhibit 4.1



PRUDENTIAL plc


TABLE OF CONTENTS


PRUDENTIAL SENIOR INDENTURE

RECITALS OF THE ISSUER

ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


SECTION 1.01. Definitions.

SECTION 1.02. Compliance Certificates and Opinions.

SECTION 1.03. Form of Documents Delivered to Senior Trustee.

SECTION 1.04. Acts of Holders; Communication by Holders with Other Holders.

SECTION 1.05. Notices, Etc., to Senior Trustee or Issuer.

SECTION 1.06. Notice to Holders; Waiver.

SECTION 1.07. Conflict with Trust Indenture Act.

SECTION 1.08. Effect of Headings and Table of Contents.

SECTION 1.09. Successors and Assigns.

SECTION 1.10. Separability Clause.

SECTION 1.11. Benefits of Senior Indenture.

SECTION 1.12. Governing Law.

SECTION 1.13. Non-Business Day.

SECTION 1.14. Immunity of Incorporators, Stockholders, Officers and Directors.

SECTION 1.15. Certain Matters Relating to Currencies.

SECTION 1.16. Language of Notices, Etc.

SECTION 1.17. Appointment of Agent for Service.

SECTION 1.18. Rules by Trustee and Agents.

SECTION 1.19. Successors; No Recourse Against Others.

SECTION 1.20. Duplicate Originals.


ARTICLE TWO SECURITY FORMS


SECTION 2.01. Forms of Securities.

SECTION 2.02. Form of Senior Trustee's Certificate of Authentication.

SECTION 2.03. Securities in Global Form.


ARTICLE THREE THE SECURITIES


SECTION 3.01. Title; Payment and Terms

SECTION 3.02. Denominations and Currencies.

SECTION 3.03. Execution, Authentication, Delivery and Dating.

SECTION 3.04. Temporary Securities and Exchange of Securities.

SECTION 3.05. Registration, Registration of Transfer and Exchange.

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

SECTION 3.07. Payment of Interest; Interest Rights Preserved.

SECTION 3.08. Persons Deemed Owners

SECTION 3.09. Cancellation.

SECTION 3.10. Computation of Interest.

SECTION 3.11. Currency and Manner of Payments in Respect of Securities.




SECTION 3.12. Currency Determination Agent. (a) Unless otherwise specified pursuant to Section 3.01, if and so long as the Securities of any series (i) are denominated in a currency unit or a currency other than
Dollars or (ii) may be payable in a currency unit or a currency other than Dollars, or so long as it is required under any other provision of this Senior Indenture, then the Issuer will maintain with respect to each such series of Securities, or as
so required, a Currency Determination Agent. The Issuer will cause the Currency Determination Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 3.01 for the purpose of determining
the applicable rate of exchange and for the purpose of converting the issued currency or currency unit into the applicable payment currency or currency unit for the payment of principal (and premium, if any) and interest, if any, pursuant to Section
3.11. (b) The Issuer shall procure that no resignation of the Currency Determination Agent and no appointment of a successor Currency Determination Agent pursuant to this Section shall become effective until the acceptance of appointment by the
successor Currency Determination Agent as evidenced by a written instrument delivered to the Issuer and the Senior Trustee of the appropriate series of Securities accepting such appointment executed by the successor Currency Determination Agent. (c)
If the Currency Determination Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Currency Determination Agent for any cause, with respect to the Securities of one or more series, the Issuer,
by a Board Resolution, shall promptly appoint a successor Currency Determination Agent or Currency Determination Agents with respect to the Securities of that or those series (it being understood that any such successor Currency Determination Agent
may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall only be one Currency Determination Agent with respect to the Securities of any particular series).

SECTION 3.13. CUSIP or ISIN Numbers.

SECTION 3.14. Authenticating Agents.


ARTICLE FOUR SATISFACTION AND DISCHARGE


SECTION 4.01. Satisfaction and Discharge of Securities of any Series.

SECTION 4.02. Application of Trust Money.

SECTION 4.03. Satisfaction and Discharge of Senior Indenture.

SECTION 4.04. Reinstatement.


ARTICLE FIVE REMEDIES


SECTION 5.01. Events of Default.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Senior Trustee.

SECTION 5.04. Senior Trustee May File Proofs of Claim.

SECTION 5.05. Senior Trustee May Enforce Claims Without Possession of Securities.

SECTION 5.06. Application of Money Collected.

SECTION 5.07. Limitation on Suits.

SECTION 5.08. Unconditional Right of Holders to Receive Principal (and Premium, if any) and Interest, if any.

SECTION 5.09. Restoration of Rights and Remedies

SECTION 5.10. Rights and Remedies Cumulative.

SECTION 5.11. Delay or Omission Not Waiver.

SECTION 5.12. Control by Holders.

SECTION 5.13. Waiver of Past Defaults.

SECTION 5.14. Undertaking for Costs.

SECTION 5.15. Waiver of Stay or Extension Laws.

SECTION 5.16. Judgment Currency.


ARTICLE SIX THE SENIOR TRUSTEE


SECTION 6.01. Certain Duties and Responsibilities.

SECTION 6.02. Notice of Default.

SECTION 6.03. Certain Rights of Senior Trustee.

SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

SECTION 6.05. May Hold Securities.

SECTION 6.06. Money Held in Trust.

SECTION 6.07. Compensation and Reimbursement.

SECTION 6.08. Disqualification; Conflicting Interests.

SECTION 6.09. Corporate Senior Trustee Required; Different Senior Trustees for Different Series; Eligibility.

SECTION 6.10. Resignation and Removal; Appointment of Successor.

SECTION 6.11. Acceptance of Appointment by Successor.

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

SECTION 6.13. Preferential Collection of Claims Against the Issuer.


ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY SENIOR TRUSTEE AND ISSUER


SECTION 7.01. Issuer to Furnish Senior Trustee Names and Addresses of Holders.

SECTION 7.02. Preservation of Information; Communications to Holders.

SECTION 7.03. Reports by Senior Trustee.

SECTION 7.04. Reports by Issuer.


ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


SECTION 8.01. Issuer May Consolidate, Etc., Only on Certain Terms.

SECTION 8.02. Successor Corporation Substituted.


ARTICLE NINE SUPPLEMENTAL INDENTURES


SECTION 9.01. Supplemental Senior Indentures Without Consent of Holders.

SECTION 9.02. Supplemental Senior Indentures With Consent of Holders.

SECTION 9.03. Execution of Supplemental Senior Indentures.

SECTION 9.04. Effect of Supplemental Senior Indentures.

SECTION 9.05. Conformity With Trust Indenture Act.

SECTION 9.06. Reference in Securities to Supplemental Senior Indentures.


ARTICLE TEN COVENANTS


SECTION 10.01. Payment of Principal (and Premium, if any) and Interest, if any.

SECTION 10.02. Maintenance of Office or Agency.




SECTION 10.03. Money for Securities Payments to Be Held in Trust.

SECTION 10.04. Statements as to Compliance.

SECTION 10.05. Corporate Existence.

SECTION 10.06. Negative Pledge.

SECTION 10.07. Waiver of Certain Covenants.

SECTION 10.08. Payment of Additional Amounts.

SECTION 10.09. Calculation of Original Issue Discount.


ARTICLE ELEVEN REDEMPTION OF SECURITIES


SECTION 11.01. Applicability of This Article.

SECTION 11.02. Election to Redeem; Notice to Senior Trustee.

SECTION 11.03. Selection of Securities to Be Redeemed.

SECTION 11.04. Notice of Redemption.

SECTION 11.05. Deposit of Redemption Price.

SECTION 11.06. Securities Payable on Redemption Date.

SECTION 11.07. Securities Redeemed in Part.

SECTION 11.08. Tax Redemption.


ARTICLE TWELVE SINKING FUNDS


SECTION 12.01. Applicability of This Article.

SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities.

SECTION 12.03. Redemption of Securities for Sinking Fund.