Exhibit 4.1


 


EXECUTION
VERSION




 





 


CAMERON
INTERNATIONAL CORPORATION



AND


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,



TRUSTEE



INDENTURE



DATED AS OF



JUNE 26, 2008



DEBT SECURITIES

(SENIOR DEBT)




 





 

















 


Cameron International Corporation


 


Reconciliation and tie between Trust Indenture Act of
1939

and Indenture, dated as of June 26, 2008


 


	
  Section of

  	
   

  	
   

  	
   

  	
   

  
	
  Trust Indenture

  	
   

  	
   

  	
   

  	
  Section(s) of

  
	
  Act of 1939

  	
   

  	
   

  	
   

  	
  Indenture

  
	
  Section 310

  	
   

  	
  (a) (1)

  	
   

  	
  609

  
	
   

  	
   

  	
  (a) (2)

  	
   

  	
  609

  
	
   

  	
   

  	
  (a) (3)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (a) (4)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (b)

  	
   

  	
  608, 610

  
	
  Section 311

  	
   

  	
  (a)

  	
   

  	
  613

  
	
   

  	
   

  	
  (b)

  	
   

  	
  613

  
	
   

  	
   

  	
  (c)

  	
   

  	
  Not Applicable

  
	
  Section 312

  	
   

  	
  (a)

  	
   

  	
  701, 702(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  702(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
  702(c)

  
	
  Section 313

  	
   

  	
  (a)

  	
   

  	
  703(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  703(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
  703(c)

  
	
   

  	
   

  	
  (d)

  	
   

  	
  703(d)

  
	
  Section 314

  	
   

  	
  (a)

  	
   

  	
  704, 1005

  
	
   

  	
   

  	
  (b)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (c) (1)

  	
   

  	
  103

  
	
   

  	
   

  	
  (c) (2)

  	
   

  	
  103

  
	
   

  	
   

  	
  (c) (3)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (d)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (e)

  	
   

  	
  103

  
	
  Section 315

  	
   

  	
  (a)

  	
   

  	
  601(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  602

  
	
   

  	
   

  	
  (c)

  	
   

  	
  601(b)

  
	
   

  	
   

  	
  (d)

  	
   

  	
  601(c)

  
	
   

  	
   

  	
  (d)(1)

  	
   

  	
  601(a)(1)

  
	
   

  	
   

  	
  (d)(2)

  	
   

  	
  601(a)(2)

  
	
   

  	
   

  	
  (d)(3)

  	
   

  	
  601(c)(3)

  
	
   

  	
   

  	
  (e)

  	
   

  	
  514

  
	
  Section 316

  	
   

  	
  (a)(1)(A)

  	
   

  	
  512

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
  513

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
  (a)(last sentence)

  	
   

  	
  101

  
	
   

  	
   

  	
  (b)

  	
   

  	
  508

  
	
  Section 317

  	
   

  	
  (a)(1)

  	
   

  	
  503

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  504

  
	
   

  	
   

  	
  (b)

  	
   

  	
  1003

  
	
  Section 318

  	
   

  	
  (a)

  	
   

  	
  108

  



 


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


 

















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE ONE
  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
  Section 101. Definitions

  	
  1

  
	
  Section 102. Incorporation by Reference of Trust
  Indenture Act

  	
  8

  
	
  Section 103. Compliance Certificates and Opinions

  	
  9

  
	
  Section 104. Form of Documents Delivered to
  Trustee

  	
  9

  
	
  Section 105. Acts of Holders; Record Dates

  	
  10

  
	
  Section 106. Notices, Etc., to Trustee and Company

  	
  11

  
	
  Section 107. Notice to Holders; Waiver

  	
  11

  
	
  Section 108. Conflict With Trust Indenture Act

  	
  11

  
	
  Section 109. Effect of Headings and Table of Contents

  	
  11

  
	
  Section 110. Successors and Assigns

  	
  11

  
	
  Section 111. Separability Clause

  	
  12

  
	
  Section 112. Benefits of Indenture

  	
  12

  
	
  Section 113. Governing Law

  	
  12

  
	
  Section 114. Legal Holidays

  	
  12

  
	
  Section 115. Corporate Obligation

  	
  12

  
	
  ARTICLE TWO
  SECURITY FORMS

  	
  12

  
	
  Section 201. Forms Generally

  	
  12

  
	
  Section 202. Form of Trustee’s Certificate of
  Authentication

  	
  13

  
	
  Section 203. Securities in Global Form

  	
  13

  
	
  ARTICLE THREE
  THE SECURITIES

  	
  15

  
	
  Section 301. Amount Unlimited; Issuable in Series

  	
  15

  
	
  Section 302. Denominations

  	
  17

  
	
  Section 303. Execution, Authentication, Delivery and
  Dating

  	
  17

  
	
  Section 304. Temporary Securities

  	
  19

  
	
  Section 305. Registration, Registration of Transfer
  and Exchange

  	
  19

  
	
  Section 306. Mutilated, Destroyed, Lost and Stolen
  Securities

  	
  20

  
	
  Section 307. Payment of Interest; Interest Rights
  Preserved

  	
  20

  
	
  Section 308. Persons Deemed Owners

  	
  21

  
	
  Section 309. Cancellation

  	
  21

  
	
  Section 310. Computation of Interest

  	
  22

  
	
  Section 311. CUSIP Numbers

  	
  22

  
	
  ARTICLE FOUR
  SATISFACTION AND DISCHARGE; DEFEASANCE

  	
  22

  
	
  Section 401. Satisfaction and Discharge of Indenture;
  Defeasance

  	
  22

  
	
  Section 402. Application of Trust Money

  	
  24

  
	
  Section 403. Indemnity for U.S. Government Obligations

  	
  24

  
	
  Section 404. Reinstatement

  	
  24

  
	
  ARTICLE FIVE
  REMEDIES

  	
  25

  
	
  Section 501. Events of Default

  	
  25

  
	
  Section 502. Acceleration of Maturity; Rescission and
  Annulment

  	
  26

  
	
  Section 503. Collection of Indebtedness and Suits for
  Enforcement by Trustee

  	
  28

  
	
  Section 504. Trustee May File Proofs of Claim

  	
  28

  
	
  Section 505. Trustee May Enforce Claims Without
  Possession of Securities or Coupons

  	
  29

  
	
  Section 506. Application of Money Collected

  	
  29

  
	
  Section 507. Limitation on Suits

  	
  30

  
	
  Section 508. Unconditional Right of Holders to Receive
  Principal, Premium and Interest

  	
  30

  
	
  Section 509. Restoration of Rights and Remedies

  	
  30

  
	
  Section 510. Rights and Remedies Cumulative

  	
  30

  
	
  Section 511. Delay or Omission Not Waiver

  	
  31

  
	
  Section 512. Control by Holders

  	
  31

  
	
  Section 513. Waiver of Past Defaults

  	
  31

  
	
  Section 514. Undertaking for Costs

  	
  31

  



 

















 


	
  Section 515. Waiver of Stay or Extension Laws

  	
  32

  
	
  ARTICLE SIX
  THE TRUSTEE

  	
  32

  
	
  Section 601. Certain Duties and Responsibilities

  	
  32

  
	
  Section 602. Notice of Defaults

  	
  33

  
	
  Section 603. Certain Rights of Trustee

  	
  33

  
	
  Section 604. Not Responsible for Recitals or Issuance
  of Securities

  	
  34

  
	
  Section 605. May Hold Securities

  	
  34

  
	
  Section 606. Money Held in Trust

  	
  34

  
	
  Section 607. Compensation and Reimbursement

  	
  34

  
	
  Section 608. Disqualification; Conflicting Interests

  	
  35

  
	
  Section 609. Corporate Trustee Required; Eligibility

  	
  35

  
	
  Section 610. Resignation and Removal; Appointment of
  Successor

  	
  36

  
	
  Section 611. Acceptance of Appointment by Successor

  	
  37

  
	
  Section 612. Merger, Conversion, Consolidation or
  Succession to Business

  	
  38

  
	
  Section 613. Preferential Collection of Claims Against
  Company

  	
  38

  
	
  Section 614. Appointment of Authenticating Agent

  	
  38

  
	
  ARTICLE SEVEN
  HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  39

  
	
  Section 701. Company to Furnish Trustee Names and
  Addresses of Holders

  	
  39

  
	
  Section 702. Preservation of Information;
  Communications to Holders

  	
  40

  
	
  Section 703. Reports by Trustee

  	
  40

  
	
  Section 704. Reports by Company

  	
  41

  
	
  ARTICLE EIGHT
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  41

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

  	
  41

  
	
  Section 802. Successor Person Substituted

  	
  42

  
	
  ARTICLE NINE
  SUPPLEMENTAL INDENTURES

  	
  42

  
	
  Section 901. Supplemental Indentures Without Consent
  of Holders

  	
  42

  
	
  Section 902. Supplemental Indentures With Consent of
  Holders

  	
  43

  
	
  Section 903. Execution of Supplemental Indentures

  	
  44

  
	
  Section 904. Effect of Supplemental Indentures

  	
  44

  
	
  Section 905. Conformity With Trust Indenture Act

  	
  44

  
	
  Section 906. Reference in Securities to Supplemental
  Indentures

  	
  45

  
	
  ARTICLE TEN
  COVENANTS

  	
  45

  
	
  Section 1001. Payment of Principal, Premium and
  Interest

  	
  45

  
	
  Section 1002. Maintenance of Office or Agency

  	
  45

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

  	
  45

  
	
  Section 1004. Existence

  	
  46

  
	
  Section 1005. Statement by Officers as to Default

  	
  46

  
	
  Section 1006. Waiver of Certain Covenants

  	
  47

  
	
  Section 1007. Additional Amounts

  	
  47

  
	
  Section 1008. Limitation on Liens

  	
  47

  
	
  Section 1009. Restriction on Sale-Leaseback
  Transactions

  	
  49

  
	
  ARTICLE ELEVEN
  REDEMPTION OF SECURITIES

  	
  49

  
	
  Section 1101. Applicability of Article

  	
  49

  
	
  Section 1102. Election to Redeem; Notice to Trustee

  	
  49

  
	
  Section 1103. Selection by Trustee of Securities to be
  Redeemed

  	
  50

  
	
  Section 1104. Notice of Redemption

  	
  50

  
	
  Section 1105. Deposit of Redemption Price

  	
  51

  
	
  Section 1106. Securities Payable on Redemption Date

  	
  51

  
	
  Section 1107. Securities Redeemed in Part

  	
  51

  
	
  Section 1108. Purchase of Securities

  	
  51

  
	
  ARTICLE TWELVE
  SINKING FUNDS

  	
  52

  
	
  Section 1201. Applicability of Article

  	
  52

  
	
  Section 1202. Satisfaction of Sinking Fund Payments
  with Securities

  	
  52

  
	
  Section 1203. Redemption of Securities for Sinking
  Fund

  	
  52

  
	
  ARTICLE
  THIRTEEN MEETINGS OF HOLDERS OF SECURITIES

  	
  52

  
	
  Section 1301. Purposes for Which Meetings May Be
  Called

  	
  52

  



 

















 


	
  Section 1302. Call, Notice and Place of Meetings

  	
  53

  
	
  Section 1303. Persons Entitled to Vote at Meetings

  	
  53

  
	
  Section 1304. Quorum; Action

  	
  53

  
	
  Section 1305. Determination of Voting Rights; Conduct
  and Adjournment of Meetings

  	
  54

  
	
  Section 1306. Counting Votes and Recording Action of
  Meetings

  	
  54

  



 

















 


INDENTURE dated as of June 26, 2008, between
CAMERON INTERNATIONAL CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the “Company”), having
its principal office at 1333 West Loop South, Suite 1700, Houston, Texas
77027, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
corporation, as Trustee (herein called the “Trustee”), the office of the
Trustee at which at the date hereof its corporate trust business is principally
administered being 201 Main Street, Third Floor, Fort Worth, Texas 76102.


 


RECITALS
OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the “Securities”), to be issued in one or more series as in this Indenture
provided.


 


This Indenture is subject to the provisions of the
Trust Indenture Act and the rules and regulations of the Commission
promulgated thereunder that are required to be part of this Indenture and, to
the extent applicable, shall be governed by such provisions.


 


All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


Section 101.         Definitions.


 


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


 


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


 


(2)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles in the United States, and, except
as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United
States at the date of such computation; and


 


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


 


Certain terms, used principally in Article One,
are defined in Section 102.


 


“Act,” when used with respect to any Holder, has the
meaning specified in Section 105.


 


“Additional Amounts” means any additional amounts that
are required by the express terms of a Security or by or pursuant to a Board
Resolution, under circumstances specified therein or pursuant thereto, 


 


1

















 


to be paid by the Company
with respect to certain taxes, assessments or other governmental charges
imposed on certain Holders and that are owing to such Holders.


 


“Affiliate” of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For 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.


 


“Agent Members” has the meaning specified in Section 203.


 


“Attributable Indebtedness” means with respect to a
Sale-Leaseback Transaction, at the time of determination, the lesser of:


 


(1)   the
present value of the total net amount of rent required to be paid under the
lease involved in such Sale-Leaseback Transaction during the remaining term
thereof (including any renewal term exercisable at the lessee’s option or
period for which such lease has been extended), discounted at the rate of
interest set forth or implicit in the terms of such lease or, if not
practicable to determine such rate, the weighted average interest rate per
annum borne by the Securities Outstanding compounded semiannually; and


 


(2)   if
the obligation with respect to the Sale-Leaseback Transaction constitutes an
obligation that is required to be accounted for as a capital lease obligation
in accordance with generally accepted accounting principles, the amount equal
to the capitalized amount of such obligation determined in accordance with
generally accepted accounting principles and included in the financial
statements of the lessee.


 


For purposes of the foregoing definition, rent will
not include amounts required to be paid by the lessee, whether or not designated
as rent or additional rent, on account of or contingent upon maintenance and
repairs, insurance, taxes, assessments, utilities, water rates, operating
charges, labor costs and similar charges. In the case of any lease that is
terminable by the lessee upon the payment of a penalty, the total net amount of
rent shall be the lesser of the net amount determined assuming termination upon
the first date such lease may be terminated (in which case the net amount shall
also include the amount of the penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) or the total net amount of rent determined assuming no
such termination.


 


“Authenticating Agent” means any Person, which may
include the Company, authorized by the Trustee to act on behalf of the Trustee
pursuant to Section 614 to authenticate Securities of one or more series.


 


“Authorized Newspaper” means a newspaper, in the
English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in the place in
connection with which the term is used or in the financial community of such place.
Where successive publications are required to be made in Authorized Newspapers,
the successive publications may be made in the same or in different newspapers
in the same city meeting the foregoing requirements and in each case on any
Business Day.


 


“Board of Directors” means either the board of
directors of the Company or any duly authorized committee of that board.


 


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


 


2

















 


“Business Day,” when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or executive order to close.


 


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


 


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


 


“Company Request” and “Company Order” mean,
respectively, a written request or order signed in the name of the Company by
its Chairman of the Board, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its
Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Consolidated Net
Tangible Assets” means the aggregate amount of assets included in the most
recent consolidated balance sheet of the Company and its Subsidiaries less (i) current
liabilities of the Company and its Subsidiaries, and (ii) the net book
amount of all intangible assets of the Company and its Subsidiaries.


 


“Conversion Event” has the meaning specified in Section 501.


 


“Corporate Trust Office” means the principal office of
the Trustee in Fort Worth, Texas at which at any particular time its corporate
trust business shall be principally administered, which office at the date
hereof is that indicated in the introductory paragraph of this Indenture,
except that with respect to the presentation of Securities for payment or for
registration of transfer and exchange such term shall also mean the office of
the Trustee in Minneapolis, Minnesota.


 


“Defaulted Interest” has the meaning specified in Section 307.


 


“Depositary” means, with respect to the Securities of
any series issuable or issued in whole or in part in global form, the Person
designated as Depositary by the Company pursuant to Section 301 with
respect to the Securities of such series until a successor Depositary shall
have become such pursuant to the applicable provisions of this 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 series shall mean the Depositary
with respect to the Securities of that series.


 


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


 


“Event of Default” has the meaning specified in Section 501.


 


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


 


“Exchange Rate” has the meaning specified in Section 501.


 


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


 


3

















 


“Indebtedness” means (i) long-term
liabilities representing borrowed money or purchase money obligations as shown
on the liability side of a balance sheet, other than liabilities evidenced by
obligations under leases, (ii) indebtedness secured by any Lien existing
on property owned subject to that Lien, whether or not the same indebtedness
has been assumed and (iii) contingent obligations in respect of, or to
purchase or otherwise acquire, any indebtedness of others described in the
foregoing clauses (i) or (ii) above, including guarantees and
endorsements, other than for purposes of collection in the ordinary course of
business of any indebtedness.


 


“Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities established as contemplated by Section 301 and the provisions
of the Trust Indenture Act that are deemed to be a part of and govern this
instrument.


 


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


 


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


 


“Judgment Currency” has the meaning specified in Section 506.


 


“Lien” means any
mortgage, pledge, security interest, encumbrance, lien, charge or adverse claim
affecting title or resulting in an encumbrance against real or personal
property or a security interest of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature
thereof or any filing or agreement to file a financing statement as debtor
under the Uniform Commercial Code or any similar statute other than to reflect
ownership by a third party of property leased to the Company or any of its
Subsidiaries under a lease that is not in the nature of a conditional sale or
title retention agreement).


 


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


 


“Officers’ Certificate” means a certificate signed by
the Chairman of the Board, the President or a Vice President, and by the
Treasurer, the Controller, the Secretary or an Assistant Treasurer, Assistant
Controller or Assistant Secretary, of the Company, and delivered to the
Trustee, which certificate shall comply with Section 103.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel for or an employee of the Company, rendered, if
applicable, in accordance with Section 314(c) of the Trust Indenture
Act, which opinion shall comply with Section 103.


 


“Original Issue Discount Security” means any Security
which is issued at a price lower than the principal amount payable upon the
Stated Maturity thereof and which provides for an amount less than the
principal amount thereof to be due and payable upon redemption thereof or upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.


 


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


 


(i)            Securities of that
series theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;


 


4

















 


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


 


(iii)          Securities of that
series that have been paid pursuant to Section 306 or in exchange for or
in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which
there shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;


 


provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, or whether a quorum is present at a meeting of Holders of
Securities, (a) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding for such purposes shall be the
principal amount thereof that would be due and payable as of the date of such
determination if the Maturity thereof were accelerated on such date pursuant to
Section 502, (b) the principal amount of a Security denominated in a
foreign currency shall be the U. S. dollar equivalent, determined by the
Company on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U. S.
dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in (a) above), of such
Security and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.


 


“Paying Agent” means any Person, which may include the
Company, authorized by the Company to pay the principal of (and premium, if
any) and interest on or Additional Amounts with respect to any one or more
series of Securities on behalf of the Company.


 


“Permitted Liens” means :


 


(1)           any statutory or
governmental Lien or a Lien arising by operation of law, or any mechanics’,
repairmen’s, materialmen’s, supplier’s, carrier’s, landlord’s, warehousemen’s
or similar Lien incurred in the ordinary course of business which is not yet
due or is being contested in good faith by appropriate proceedings and any
undetermined Lien which is incidental to construction, development, improvement
or repair;


 


(2)           the right reserved to,
or vested in, any municipality or public authority by the terms of any right,
power, franchise, license, permit or by any provision of law, to purchase or to
recapture or to designate a purchaser of, any property;


 


(3)           Liens for taxes and
assessments which are for the current year, and are not at the time delinquent
or are delinquent but the validity of which are being contested at the time by
the Company or any of its Subsidiaries in good faith;


 


(4)           Liens on, or to secure
the performance of, leases;


 


5

















 


(5)           Liens upon, or deposits
of, any assets in favor of any surety company or clerk of court for the purpose
of obtaining indemnity or stay of judicial proceedings;


 


(6)           Liens upon property or
assets acquired or sold by the Company or any of its Subsidiaries resulting
from the exercise of any rights arising out of defaults on receivables;


 


(7)           Liens incurred in the
ordinary course of business in connection with workmen’s compensation,
unemployment insurance, temporary disability, social security, retiree health
or similar laws or regulations or to secure obligations imposed by statute or
governmental regulations;


 


(8)           Liens upon or deposits
of any assets to secure performance and Liens in favor of issuers of surety or
performance bonds, letters of credit, banker’s acceptances or guarantees
pursuant to the request of and for the account of the Company or any of its
Subsidiaries;   and


 


(9)           Liens arising or
imposed by reason of any attachment, judgment, decree or order of any
regulatory, governmental or court authority or proceeding, so long as any
proceeding initiated to review same shall not have been terminated or the
period within which such proceeding may be initiated shall not have expired, or
such attachment, judgment, decree or order shall otherwise be effectively
stayed.


 


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


 


“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) and interest on and any Additional Amounts with respect to the
Securities of that series are payable as specified in accordance with Section 301,
subject to the provisions of Section 1002.


 


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


 


“Principal Property”
means any real property, manufacturing plant, warehouse, office building or
other physical facility, or any other like depreciable assets owned or leased
by the Company or any of its Subsidiaries, except for any such property which,
in the opinion of the Board of Directors as set forth in a Board Resolution
adopted in good faith, is not material to the total business conducted by the
Company and its Subsidiaries taken as a whole; provided, that any such
individual property shall be deemed not be a Principal Property (without the
need for any board resolution) if such property does not have a fair value in
excess of 0.25% of the total assets included in the most recent consolidated
balance sheet of the Company and its Subsidiaries prepared in accordance with
generally accepted accounting principles, provided further that the aggregate
fair value of properties excluded pursuant to the preceding proviso shall not
exceed $100,000,000.


 


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


 


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


 


“Regular Record Date” for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified
for that purpose as contemplated by Section 301, or, if not so specified, 


 


6

















 


the last day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day.


 


“Required Currency” has the meaning specified in Section 506.


 


“Responsible Officer,” when used with respect to the
Trustee, means the chairman or any vice chairman of the board of directors, the
chairman or any vice chairman of the executive committee of the board of
directors, the president, any vice president, the secretary, any assistant
secretary, any trust officer or assistant trust officer or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject.


 


“Sale-Leaseback Transaction” means any arrangement
with any Person providing for the leasing by the Company or any of its
Subsidiaries of any Principal Property, which Principal Property has been or is
to be sold or transferred by the Company or such Subsidiary to such Person,
other than:


 


(1)           any such transaction
involving a lease for a term (including renewals or extensions exercisable by
the Company or any of its Subsidiaries) of not more than three years;


 


(2)           any such transaction
between the Company and any of its Subsidiaries or between any of the Company’s
Subsidiaries; or


 


(3)           any such transaction
entered into at the time of, or within 12 months after the latest of, the
acquisition, the completion of construction or improvement, or the commencement
of commercial operation of the Principal Property.


 


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


 


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


 


“Security Register” and “Security Registrar” have the
respective meanings specified in Section 305.


 


“Special Record Date” for the payment of any Defaulted
Interest on the Securities of any series means a date fixed by the Trustee
pursuant to Section 307.


 


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


 


“Subsidiary” of a Person means (i) a corporation,
a majority of whose Voting Stock is at the time, directly or indirectly, owned
by that Person, by one or more subsidiaries of that Person or by that Person
and one or more subsidiaries of that Person, (ii) a partnership in which
that Person or a subsidiary of that Person is, at the date of determination, a
general or limited partner of that partnership, but only if that Person or its
subsidiary is entitled to receive more than 50% of the assets of that
partnership upon its dissolution or more than 50% of the net income of that
partnership, or (iii) any other Person, other than a corporation or
partnership, in which that Person, directly or indirectly, at the date of
determination, has (a)  a majority ownership interest or (b) the
power to elect or direct the election of a majority of the directors (or
persons performing similar functions) of that Person and control the policies
of that Person.


 


7

















 


“Trustee” means the Person named as the “Trustee” in
the first paragraph of this Indenture until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, “Trustee” as
used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.


 


“Trust Indenture Act” means the Trust Indenture Act of
1939 as in force at the date as of which this instrument was executed, except
as provided in Section 905; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act: means,
to the extent required by any such amendment, the Trust Indenture Act as so
amended.


 


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


 


“United States Alien” means any Person who, for United
States federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien or foreign fiduciary of an estate or
trust, or a foreign partnership.


 


“U. S. Government Obligations” has the meaning
specified in Section 401.


 


“Vice President,” when used with respect to the
Company or the Trustee, means any vice president, whether or not designated by
a number or a word or words added before or after the title “vice president.”


 


“Voting Stock” means, with respect to any Person,
capital stock of any class or kind the holders of which are ordinarily, in the absence
of contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even if the right so to vote has
been suspended by the happening of such a contingency.


 


“Wholly Owned Subsidiary” means a corporation or other
Person that is an entity all the outstanding Voting Stock (other than any
directors’ qualifying shares) of which is owned, directly or indirectly, by the
Company or by one or more other Wholly Owned Subsidiaries, or by the Company
and one or more other Wholly Owned Subsidiaries.


 


“Yield to Maturity,” when used with respect to any
Original Issue Discount Security, means the yield to maturity, if any, set
forth on the face thereof.


 


Section 102.         Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Indenture refers to a provision of the
Trust Indenture Act, the provision is incorporated by reference in and made a
part of this Indenture. The following Trust Indenture Act terms used in this
Indenture have the following meanings:


 


“Bankruptcy Act” means the United States Bankruptcy
Code of or Title 11 of the United States Code, as amended from time to time.


 


“Indenture securities” means the Securities.


 


“Indenture security holder” means a Holder.


 


“Indenture to be qualified” means this Indenture.


 


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


 


8

















 


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


 


All terms used in this Indenture that are defined by
the Trust Indenture Act, defined by the Trust Indenture Act by reference to
another statute or defined by Commission rule under the Trust Indenture
Act and not otherwise defined herein have the meanings assigned to them
therein.


 


Section 103.         Compliance
Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 104.         Form of
Documents Delivered to Trustee.


 


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


 


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


 


9

















 


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


 


Section 105.         Acts of
Holders; Record Dates.


 


(a)           Whenever
in this Indenture it is provided that the Holders of a specified percentage in
aggregate principal amount of the Securities may take action (including the
making of any demand or request, the giving of any direction, notice, consent
or waiver or the taking of any other action) the fact that at the time of
taking any such action the Holders of such specified percentage have joined
therein may be evidenced (i) by any instrument or any number of
instruments of similar tenor executed by Holders in Person or by agent or proxy
appointed in writing, (ii) by the record of the Holders voting in favor
thereof at any meeting of Holders duly called and held in accordance with Article Thirteen
hereof, (iii) by a combination of such instrument or instruments and any
such record of such a meeting of Holders or (iv) in the case of Securities
evidenced by a global Security, by any electronic transmission or other
message, whether or not in written format, that complies with the Depositary’s
applicable procedures. Such evidence (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the
relevant Holders. Proof of execution of any such instrument or of a writing appointing
any such agent, or the holding of any Person of a Security, shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1306.


 


The Company may set in
advance 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 Indenture. If a record date is fixed, those
Persons who were Holders of Outstanding 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. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
thereof to be given to the Trustee in writing in the manner provided in Section 106
and to the relevant Holders as set forth in Section 107.


 


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


 


(c)           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.


 


(d)           Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security. Any Holder or subsequent Holder may revoke the request, demand,
authorization, direction, notice, consent or other Act as to his Security or
portion of his Security; provided, however, that such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the Act becomes effective.


 


10

















 


Section 106.         Notices,
Etc., to Trustee and Company.


 


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


 


(1)           the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Corporate Trust Department, or


 


(2)           the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this Indenture or at
any other address previously furnished in writing to the Trustee by the
Company, Attention: Corporate Secretary.


 


Section 107.         Notice to
Holders; Waiver.


 


Where this Indenture provides for notice to Holders of
Securities of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder affected by such event, at the address of such
Holder 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 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 Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case in which 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.


 


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


 


Section 108.         Conflict
With Trust Indenture Act.


 


If any provision hereof limits, qualifies or conflicts
with any provision of the Trust Indenture Act (or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act), such provision of the Trust
Indenture Act (or such other provision hereof which is required by the Trust
Indenture Act) shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the former provision shall be deemed to apply to this Indenture as so
modified or to be excluded.


 


Section 109.         Effect of
Headings and Table of Contents.


 


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


 


Section 110.         Successors
and Assigns.


 


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


 


11
















 


Section 111.         Separability
Clause.


 


In case any provision in this 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 112.         Benefits of
Indenture.


 


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


 


Section 113.         Governing
Law.


 


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


 


Section 114.         Legal
Holidays.


 


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


 


Section 115.         Corporate
Obligation.


 


No recourse may be taken, directly or indirectly,
against any incorporator, subscriber to the capital stock, stockholder,
officer, director or employee of the Company or the Trustee or of any
predecessor or successor of the Company or the Trustee with respect to the
Company’s obligations on the Securities or the obligations of the Company or
the Trustee under this Indenture or any certificate or other writing delivered
in connection herewith.


 


ARTICLE TWO



SECURITY FORMS


 


Section 201.         Forms
Generally.


 


The Securities of each series shall be in fully
registered form and in substantially such form or forms (including temporary or
permanent global form) as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.
If temporary Securities of any series are issued in global form as permitted by
Section 304, the form thereof shall be established as provided in the
preceding sentence. A copy of the Board Resolution establishing the form or
forms of Securities of any series (or any such temporary global Security) shall
be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery 


 


12

















 


of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities (or any such temporary global Security).


 


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


 


Section 202.         Form of
Trustee’s Certificate of Authentication.


 


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


 


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


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory”

  



 


Section 203.         Securities
in Global Form.


 


If Securities of a series are issuable in global form,
as contemplated by Section 301, then, notwithstanding clause (10) of Section 301
and the provisions of Section 302, any such Security shall represent such
of the Outstanding Securities of such series as shall be specified therein and
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be 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 Trustee (i) in such manner and
upon instructions given by such Person or Persons as shall be specified in such
Security or in a Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304, or (ii) otherwise in accordance with written
instructions as is customary for the Depositary for such Security, from such
Depositary or its nominee on behalf of any Person having a beneficial interest
in such Security. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by
the Person or Persons specified in such Security or in the applicable Company
Order. With respect to the Securities of any series that are represented by a
Security in global form, the Company authorizes the execution and delivery by
the Trustee of a letter of representations or other similar agreement or
instrument in the form customarily provided for by the Depositary appointed
with respect to such global Security. Any Security in global form may be
deposited with the Depositary or its nominee, or may remain in the custody of
the Security Custodian therefor pursuant to a FAST Balance Certificate
Agreement or similar agreement between the Trustee and the Depositary. If a
Company Order pursuant to Section 303 or Section 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 103 and need not be accompanied
by an Opinion of Counsel.


 


Members of, or participants in, the Depositary (“Agent
Members”) shall have no rights under this Indenture with respect to any
Security issued in global form held on their behalf by the Depositary, or the
Security Custodian as its custodian, or under such global Security, and the
Depositary may be treated by the Company, the Security Custodian and any agent
of the Company or the Trustee as the absolute owner of such global Security for
all purposes whatsoever. Notwithstanding the foregoing, (i) the registered
holder of a Security of any series issued in global form may grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action that a Holder of such
series is entitled to take under this Indenture or the Securities of such
series and (ii) nothing herein shall prevent the Company, the Security
Custodian or any agent of the Company or the 


 


13

















 


Security Custodian, from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a beneficial owner of any Security.


 


Notwithstanding Section 305, except as otherwise
specified as contemplated by Section 301, any permanent global Security
shall be exchangeable only as provided in this paragraph. If the beneficial
owners of interests in a permanent global Security are entitled to exchange
such interest for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as
contemplated by Section 301, then without unnecessary delay but in any
event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in an aggregate principal amount equal to the principal amount of
such permanent global Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered from time to time in accordance with
instructions given to the Trustee and the Depositary (which instructions shall
be in writing but need not comply with Section 103 or be accompanied by an
Opinion of Counsel) by the Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company’s agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, a like aggregate principal amount of other definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged; provided, however, that no such
exchanges may occur during a period beginning at the opening of business
15 days before any Securities of that series are to be redeemed and ending
on the relevant Redemption Date. Promptly following any such exchange in part,
such permanent global Security marked to evidence the partial exchange shall be
returned by the Trustee to the Depositary or such other depositary referred to
above in accordance with the instructions of the Company referred to above. If
a definitive Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii) any
Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, interest or
Defaulted Interest, as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may be, in respect of
such Security, but will be payable on such Interest Payment Date or proposed
date for payment, as the case may be, only to the Person to whom interest in
respect of such portion of such permanent global Security is payable in
accordance with the provisions of this Indenture.


 


Notwithstanding Section 305, except as otherwise
specified as contemplated by Section 301, transfers of a Security issued
in global form shall be limited to transfers of such global Security in whole,
but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in a Security issued in global form
may be transferred in accordance with the rules and procedures of the
Depositary. Securities of any series shall be transferred to all beneficial
owners of a global Security of such series in exchange for their beneficial
interests in that global Security if, and only if, (1) (A) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for the global Security of such series or (B) the Depositary
has ceased to be a clearing agency registered under applicable law, and in
either case (A) or (B) a successor Depositary is not appointed by the
Company within 90 days, (2) an Event of Default has occurred with
respect to such series and is continuing and the Security Registrar has
received a request from the Depositary or the Trustee to issue Securities of
such series in lieu of all or a portion of that global Security (in which case
the Company shall deliver Securities of such series within 30 days of such
request) or (3) the Company determines not to have the Securities of such
series represented by a global Security.


 


In connection with any transfer of a portion of the
beneficial interest in a global Security of any series to beneficial owners
pursuant to this Section 203, the Security Registrar shall reflect on its
books and records the date and a decrease in the principal amount of the global
Security of that series in an amount equal to the principal amount of the
beneficial interest in the global Security of that series to be transferred,
and the Company shall execute, and the Trustee upon receipt of a Company Order
for the authentication 


 


14

















 


and delivery of
Securities of that series shall authenticate and deliver, one or more
Securities of the same series of like tenor and amount.


 


In connection with the transfer of all the beneficial
interests in a global Security of any series to beneficial owners pursuant to
this Section 203, the global Security shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interest in the global Security, an
equal aggregate principal amount of Securities of that series of authorized
denominations.


 


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


 


The provisions of the last sentence of Section 303
shall apply to any Security in global form if such Security was never issued
and sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with Section 103
and need not be accompanied by an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of Section 303.


 


Notwithstanding the provisions of Section 201 and
Section 307, unless otherwise specified as contemplated by Section 301,
payment of principal of (and premium, if any) and interest on and any
Additional Amounts with respect to any Security in permanent global form shall
be made to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 308 and
except as provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company or of the Trustee shall treat a Person as the Holder of
such principal amount of Outstanding Securities represented by a global
Security as shall be specified in a written statement, if any, of the Holder of
such global Security, which is produced to the Security Registrar by such
Holder.


 


Global Securities may be issued in either temporary or
permanent form. Permanent global Securities will be issued in definitive form.


 


ARTICLE THREE



THE SECURITIES


 


Section 301.         Amount
Unlimited; Issuable in Series.


 


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


 


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


 


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


 


15

















 


(2)           any limit upon the
aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
Section 305, Section 306, Section 906 or Section 1007);


 


(3)           whether any Securities
of the series are to be issuable initially in temporary global form and whether
any Securities of the series are to be issuable in permanent global form, and,
if so, whether beneficial owners of interests in any such global Security may
exchange such interests for Securities of such series and of like tenor of any
authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Section 203,
and the Depositary for any global Security or Securities of such series;


 


(4)           the manner in which any
interest payable on a temporary global Security on any Interest Payment Date
will be paid if other than in the manner provided in Section 304;


 


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


 


(6)           the rate or rates, or
the method of determination thereof, at which the Securities of the series
shall bear interest, if any, whether and under what circumstances Additional
Amounts with respect to such Securities shall be payable, the date or dates
from which such interest shall accrue, the Interest Payment Dates on which such
interest shall be payable and, if other than as set forth in Section 101,
the Regular Record Date for the interest payable on any Securities on any
Interest Payment Date;


 


(7)           the place or places
where, subject to the provisions of Section 1002, the principal of (and
premium, if any), any interest on and any Additional Amounts with respect to
the Securities of the series shall be payable;


 


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


 


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


 


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


 


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


 


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


 


16

















 


and any Additional Amounts with respect to,
Securities of such series as to which such election is made shall be payable,
and the periods within which and the terms and conditions upon which such
election is to be made;


 


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


 


(14)         if other than the entire
principal amount thereof, the portion of the principal amount of Securities of
the series which shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502;


 


(15)         any changes or additions
to Article Four, including the addition of additional covenants that may
be subject to the covenant defeasance option pursuant to Section 401;


 


(16)         any deletions or
modifications of or additions to the definitions set forth in Section 101,
the Events of Default set forth in Section 501 or covenants of the Company
set forth in Article Ten pertaining to the Securities of the series;


 


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


 


(18)         any other terms of the
series (which terms shall not be inconsistent with the provisions of this
Indenture except as permitted by Section 901(9)).


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 303) set forth, or determined in the manner provided,
in the Officers’ Certificate referred to above or in any such indenture
supplemental hereto.


 


If any of the terms of the series are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action together with such Board Resolution shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers’ Certificate setting forth the
terms of the series.


 


Section 302.         Denominations.


 


The Securities of each series shall be issuable in
such denominations as shall be specified as contemplated by Section 301.
In the absence of any such provisions with respect to the Securities of any
series, the Securities of such series denominated in Dollars shall be issuable
in denominations of $1,000 and any integral multiple thereof. Unless otherwise
provided as contemplated by Section 301 with respect to any series of
Securities, any Securities of a series denominated in a currency other than
Dollars shall be issuable in denominations that are the equivalent, as
determined by the Company by reference to the noon buying rate in The City of
New York for cable transfers for such currency, as such rate is reported or
otherwise made available by the Federal Reserve Bank of New York, on the
applicable issue date for such Securities, of $1,000 and any integral multiple
thereof.


 


Section 303.         Execution,
Authentication, Delivery and Dating.


 


The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its President, its Treasurer or one of
its Vice Presidents. The signature of any of these officers on the Securities 


 


17

















 


may be manual or
facsimile. The seal of the Company, if any, may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities.


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities as in this Indenture provided and not otherwise.


 


If the form or terms of the Securities of the series
have been established in or pursuant to one or more Board Resolutions or any
other method permitted by Section 201 and Section 301, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,


 


(a)           if the
form of such Securities has been established by or pursuant to Board Resolution
as permitted by Section 201, that such form has been established in
conformity with the provisions of this Indenture;


 


(b)           if the
terms of such Securities have been established by or pursuant to Board
Resolution as permitted by Section 301, that such terms have been
established in conformity with the provisions of this Indenture; and


 


(c)           that such
Securities, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute legal, valid and binding obligations of the
Company, enforceable in accordance with their terms, except as such enforcement
is subject to the effect of (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization or other laws relating to or affecting creditors’
rights and (ii) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).


 


If such form or terms have been so established, the
Trustee shall not be required to authenticate such Securities if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own
rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Each Security shall be dated the date of its
authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security, a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, 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 Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309 together with a written statement (which need not
comply with Section 103 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.


 


18

















 


Section 304.         Temporary
Securities.


 


Pending the preparation of definitive Securities of
any series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers of
the Company executing such Securities may determine, as evidenced by their
execution of such Securities.


 


Except in the case of temporary Securities in global
form (which shall be exchanged in accordance with the provisions of the
following paragraphs), if temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a like
principal amount of definitive Securities of the same series of authorized
denominations. Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.


 


All Outstanding temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and of like tenor authenticated and
delivered hereunder.


 


Section 305.         Registration,
Registration of Transfer and Exchange.


 


The Company shall cause to be kept for each series of
Securities at one of the offices or agencies maintained pursuant to Section 1002
a register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities of such series. The Trustee is
hereby initially appointed “Security Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.


 


Except as set forth in Section 203 or as may be
provided pursuant to Section 301, upon surrender for registration of
transfer of any Security of any series at the office or agency in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and of like tenor,
of any authorized denominations and of a like aggregate principal amount.


 


At the option of the Holder, Securities of any series
may be exchanged for other Securities of the same series and of like tenor, of
any authorized denominations and of a like aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.


 


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


 


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


 


19

















 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchange pursuant to Section 304, Section 906
or Section 1107 not involving any transfer.


 


The Company 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 such series selected for redemption
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 in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


 


Section 306.         Mutilated,
Destroyed, Lost and Stolen Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 307.         Payment of
Interest; Interest Rights Preserved.


 


Interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. Unless otherwise provided with respect to the Securities of
any series, payment of interest may be made at the option of the Company by
check mailed or delivered to the address of any Person entitled thereto as such
address shall appear in the Security Register.


 


Any interest on any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such 


 


20

















 


Defaulted Interest may be
paid by the Company, at its election in each case, as provided in clause (1) or
(2) below:


 


(1)           The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series
(or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of
Securities of such series at his address as it appears in the Security
Register, not less than 10 days prior to such Special Record Date. The Trustee
may, in its discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in an Authorized Newspaper, but
such publication shall not be a condition precedent to the establishment of
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).


 


(2)           The Company may make
payment of any Defaulted Interest on the Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which such Securities may be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be
deemed practicable by the Trustee.


 


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


 


Section 308.         Persons
Deemed Owners.


 


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


 


Section 309.         Cancellation.


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Securities so delivered shall be promptly
cancelled by the Trustee. The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all



 


21

















 


Securities so delivered
shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of as directed by a
Company Order; provided that the Trustee shall not be required to destroy such
Securities.


 


Section 310.         Computation
of Interest.


 


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


 


Section 311.         CUSIP
Numbers.


 


The Company in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; 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 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.


 


ARTICLE FOUR



SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 401.         Satisfaction
and Discharge of Indenture; Defeasance.


 


The following provisions of this Section 401
shall apply to the Securities of each series except as otherwise specified
pursuant to Section 301 for Securities of such series:


 


(a)           If at any
time the Company shall have delivered to the Trustee for cancellation all
Securities of any series theretofore authenticated and delivered (other than
any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 306 and
Securities for whose payment money has theretofore been deposited in trust and
thereafter repaid to the Company as provided in Section 1003) or all
Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee as trust funds the
entire amount in cash sufficient to pay at the date of Stated Maturity of the
principal amount of the Securities or upon redemption all Securities of such
series not theretofore delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due on such date
of Stated Maturity or Redemption Date, as the case may be, and if in either
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of such Securities herein expressly provided for) with respect to the
Securities of such series, and the Trustee, on demand of the Company
accompanied by an Officers’ Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Securities
of such series.


 


(b)           Subject
to Sections 401(c), 401(d) and 404, the Company at any time may terminate,
with respect to Securities of a particular series, all its obligations under
the Securities of such series and this Indenture with respect to the Securities
of such series (“legal defeasance option”) or the operation of any covenant or
additional Event of Default made applicable to such Securities pursuant to Section 301(15)
(“covenant defeasance option”). The Company may 


 


22

















 


exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.


 


If the Company exercises its legal defeasance option,
payment of the Securities of the defeased series may not be accelerated because
of an Event of Default. If the Company exercises its covenant defeasance
option, payment of the Securities of the defeased series may not be accelerated
because of an Event of Default specified in Section 501(4) or 501(7).


 


Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.


 


(c)           Notwithstanding
clauses (a) and (b) above, the Company’s obligations in
Sections 305, 306, 401, 403, 404, 610(e), 607, 701, 1002 and 1003 shall
survive until the Securities of the defeased series have been paid in full.
Thereafter, the Company’s obligations in Sections 607 and 403 shall survive.


 


(d)           The
Company may exercise its legal defeasance option or its covenant defeasance
option with respect to Securities of a particular series only if:


 


(i)                                     the
Company irrevocably deposits in trust with the Trustee money or U.S. Government
Obligations for the payment of principal of, and premium, if any, and interest
on, and any Additional Amounts with respect to, the Securities of such series
to the date of Stated Maturity of the principal amount of the Securities or the
Redemption Date, as the case may be;


 


(ii)                                  the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment will provide
cash at such times and in such amounts as will be sufficient to pay the
principal, premium, if any, and interest and any Additional Amounts when due on
all the Securities of such series to such date of Stated Maturity or the
Redemption Date, as the case may be;


 


(iii)                               91 days pass after
the deposit is made and during the 91-day period no Default specified in Section 501(5) or
(6) occurs which is continuing at the end of the period;


 


(iv)                              no
Default has occurred and is continuing on the date of such deposit and after
giving effect thereto;


 


(v)                                 the
deposit does not constitute a default under any other agreement binding on the
Company;


 


(vi)                              the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940;


 


(vii)                           in the event of the legal
defeasance option, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that the Company has received from the Internal Revenue
Service a ruling, or since the date of this Indenture there has been a change
in the 


 


23

















 


applicable federal income tax law, in either case to the effect that,
and based thereon such Opinion of Counsel shall confirm that, the Holders of
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred;


 


(viii)                        in the event of the covenant
defeasance option, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred; and


 


(ix)                                the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Securities of such series as contemplated by this Article Four
have been complied with.


 


Before or after a deposit, the Company may make
arrangements satisfactory to the Trustee for the redemption of Securities of
such series at a future date in accordance with Article Eleven.


 


For the purposes of this Indenture, “U. S. Government
Obligations” means direct non-callable obligations of, or non-callable
obligations the payment of principal of and interest on which is guaranteed by,
the United States of America, or to the payment of which obligations or
guarantees the full faith and credit of the United States of America is
pledged, or beneficial interests in a trust the corpus of which consists
exclusively of money or such obligations or a combination thereof.


 


Section 402.         Application
of Trust Money.


 


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


 


Section 403.         Indemnity
for U.S. Government Obligations.


 


The Company shall pay and shall indemnify the Trustee
and the Holders against any tax, fee or other charge imposed on or assessed
against deposited U.S. Government Obligations or the principal and interest
received on such U.S. Government Obligations.


 


Section 404.         Reinstatement.


 


If the Trustee or Paying Agent is unable to apply any
money or U. S. Government Obligations deposited with respect to Securities of
any series in accordance with Section 401 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s
obligations under this Indenture with respect to the Securities of such series
and the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 401 until such time as the
Trustee or Paying Agent is permitted to apply all such money or U. S.
Government Obligations in accordance with Section 401; provided, however,
that if the Company has made any payment of principal of (or premium, if any),
or 


 


24

















 


interest on or any
Additional Amounts with respect to any Securities because of the reinstatement
of its obligations, the Company shall be subrogated to the rights of the
Holders of such Securities to receive such payment from the money or U. S.
Government Obligations held by the Trustee or Paying Agent.


 


ARTICLE FIVE



REMEDIES


 


Section 501.         Events of Default.


 


“Event of Default,” wherever used herein with respect
to Securities of any series, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified in or pursuant to the
supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series:


 


(1)           default in the payment
of any interest on or any Additional Amounts with respect to any Security of
that series when such interest or Additional Amounts become due and payable,
and continuance of such default for a period of 30 days; or


 


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


 


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


 


(4)           default in the
performance or breach of any covenant or warranty of the Company in this
Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of one or
more series of Securities other than that series), and continuance of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of all
Outstanding Securities of all series having the benefit of such covenant or
warranty a written notice specifying such default or breach and requiring it to
be remedied and stating that such notice is a “Notice of Default” hereunder; or


 


(5)           the entry by a court
having jurisdiction in the premises of (A) a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
any applicable Federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or


 


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


 


25

















 


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


 


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


 


Notwithstanding the foregoing provisions of this Section 501,
if the principal of (and premium, if any) or any interest on, or Additional
Amounts with respect to, any Security is payable in a currency or currencies
(including a composite currency) other than Dollars and such currency (or
currencies) is (or are) not available to the Company for making payment thereof
due to the imposition of exchange controls or other circumstances beyond the
control of the Company (a “Conversion Event”), the Company will be entitled to
satisfy its obligations to Holders of the Securities by making such payment in
Dollars in an amount equal to the Dollar equivalent of the amount payable in
such other currency, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for such currency (“Exchange
Rate”), as such Exchange Rate is certified for customs purposes by the Federal
Reserve Bank of New York on the date of such payment, or, if such rate is not
then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 501, any payment
made under such circumstances in Dollars where the required payment is in a
currency other than Dollars will not constitute an Event of Default under this
Indenture.


 


Promptly after the occurrence of a Conversion Event
with respect to Securities of any series, the Company shall give written notice
thereof to the Trustee; and the Trustee, promptly after receipt of such notice,
shall give notice thereof in the manner provided in Section 107 to the
Holders of such series. Promptly after the making of any payment in Dollars as
a result of a Conversion Event with respect to Securities of any series, the
Company shall give notice in the manner provided in Section 107 to the
Holders of such series, setting forth the applicable Exchange Rate and
describing the calculation of such payments.


 


Section 502.         Acceleration
of Maturity; Rescission and Annulment.


 


If an Event of Default with respect to any Securities
of any series at the time Outstanding occurs and is continuing, then in every
such case the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Securities of (i) the series affected by such default
(in the case of an Event of Default described in clause (1), (2), (3) or (7) of
Section 501) or (ii) all series of Securities affected by such
default (subject to the immediately following sentence, in the case of an Event
of Default described in clause (4) of Section 501) may declare the
principal amount (or, if any such Securities are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all of the Securities of the series affected by such
default or all series, as the case may be, together with any accrued but unpaid
interest or any premium thereon or Additional Amount with respect thereto, to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount), together with any accrued but unpaid interest or
any premium thereon or Additional Amount with respect thereto, shall become
immediately due and payable. If an Event of Default described in clause (5) or
(6) of Section 501 shall occur, the principal amount of the
Outstanding Securities of all series, together with any accrued but unpaid
interest or any premium thereon or Additional Amount with respect thereto, ipso facto shall become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder.


 


Notwithstanding the foregoing to the extent elected by
the Company, the sole remedy for an Event of Default relating to the failure by
the Company to comply with the provisions of Section 704 shall, for the
first 120 days after the occurrence of such an Event of Default, consist
exclusively of the right to receive additional interest (“Special Interest”) on
the Securities at an annual rate equal to 0.50% of the principal amount of the
Securities.  Such Special Interest shall
be paid semi-annually in arrears, with the first semi-


 


26

















 


annual payment due on the
first Interest Payment Date following the date on which such Special Interest
began to accrue on the Securities. 
Special Interest shall accrue on all Outstanding Securities from and
including the date on which an Event of Default relating to a failure to comply
with the provisions of Section 704 shall first occur to but not including
the 120th day thereafter (or such earlier date on which such Event of Default
shall have been cured or waived).  On
such 120th day (or earlier, if the Event of Default relating to the failure to
comply with Section 704 is cured or waived prior to such 120th day), such
Special Interest shall cease to accrue and, if the Event of Default relating to
the failure to comply with Section 704 shall not have been cured or waived
prior to such 120th day, the Securities shall be subject to acceleration as
provided in this Section 502.  The
provisions of this paragraph shall not affect the rights of holders in the
event of the occurrence of any other Event of Default.


 


If the Company shall elect to pay Special Interest in
connection with an Event of Default relating to its failure to comply with the requirements
of Section 704, (1) the Company shall notify all Holders and the
Trustee and Paying Agent of such election in writing on or before the close of
business on the date on which such Event of Default shall first occur, and (2) all
references herein to interest accrued or payable as of any date shall include
any Special Interest accrued or payable as of such date as provided in this Section 502.  Upon the Company’s failure to timely give
such notice, the Securities will be subject to acceleration as provided above
in this Section 502.


 


At any time after such a declaration of acceleration
with respect to Securities of any series (or of all series, as the case may be)
has been made and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding Securities of that
series (or of all series, as the case may be), by written notice to the Company
and the Trustee, may rescind and annul such declaration and its consequences if


 


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


 


(A)                              all
overdue interest on, and any Additional Amounts with respect to, all Securities
of that series (or of all series, as the case may be),


 


(B)                                the
principal of (and premium, if any, on) any Securities of that series (or of all
series, as the case may be) which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed
therefor in such Securities (in the case of Original Issue Discount Securities,
the Securities’ Yield to Maturity),


 


(C)                                to
the extent that payment of such interest is lawful, interest upon overdue
interest and any Additional Amounts at the rate or rates prescribed therefor in
such Securities (in the case of Original Issue Discount Securities, the
Securities’ Yield to Maturity), and


 


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


 


and


 


(2)           all Events of Default
with respect to Securities of that series (or of all series, as the case may
be), other than the non-payment of the principal of Securities of that series
(or of all series, as the case may be) which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section 513.


 


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


 


27
















 


Section 503.         Collection of Indebtedness and Suits for Enforcement by
Trustee.


 


The Company covenants that if


 


(1)           default is made in the payment of any
installment of interest on, or any Additional Amounts with respect to, any
Security of any series when such interest or Additional Amounts shall have
become due and payable and such default continues for a period of 30 days,
or


 


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


 


the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal (and premium, if any) and
interest and Additional Amounts and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal (and
premium, if any) and on any overdue interest and Additional Amounts, at the
rate or rates prescribed therefor in such Securities (or in the case of
Original Issue Discount 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 the Trustee, its agents and counsel.


 


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


 


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


 


Section 504.         Trustee May File Proofs of Claim.


 


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


 


(i)            to file and prove a claim for the
whole amount of principal (or lesser amount in the case of Original Issue
Discount Securities) (and premium, if any) and interest and any Additional
Amounts owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel)
and of the Holders allowed in such judicial proceeding, and


 


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


 


28





















 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.


 


Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceedings; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official.


 


Section 505.         Trustee May Enforce Claims Without Possession of
Securities or Coupons.


 


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


 


Section 506.         Application of Money Collected.


 


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


 


FIRST:  To the
payment of all amounts due the Trustee under Section 607;


 


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


 


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


 


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


 


29

















 


Section 507.         Limitation on Suits.


 


Subject to Section 508, no Holder of any Security
of any series shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless


 


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


 


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


 


(3)           such Holder or Holders have offered
to the Trustee such indemnity or security as it may reasonably require against
the costs, expenses and liabilities to be incurred in compliance with such
request;


 


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


 


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


 


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


 


Section 508.         Unconditional Right of Holders to Receive Principal, Premium
and Interest.


 


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


 


Section 509.         Restoration of Rights and Remedies.


 


If the Trustee or any Holder of any Security has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, then and
in every such case the Company, the Trustee and the Holders 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 the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


 


Section 510.         Rights and Remedies Cumulative.


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 306, no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders is intended to be exclusive
of any other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right 


 


30

















 


and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.


 


Section 511.         Delay or Omission Not Waiver.


 


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


 


Section 512.         Control by Holders.


 


With respect to Securities of any series, the Holders
of a majority in principal amount of the Outstanding Securities of such series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, relating to or arising under an Event of Default
described in clause (1), (2), (3) or (7) of Section 501, and
with respect to all Securities the Holders of a majority in principal amount of
all Outstanding Securities shall have the right to direct the time, method and
place of conducting any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, not relating to or arising under such
an Event of Default, provided that in each such case


 


(1)           such direction shall not be in
conflict with any rule of law or with this Indenture, and


 


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


 


Section 513.         Waiver of Past Defaults.


 


The Holders of a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, and the Holders of a majority in principal amount
of all Outstanding Securities may on behalf of the Holders of all Securities
waive any other past default hereunder and its consequences, except in each
case a default


 


(1)           in the payment of the principal of
(or premium, if any) or interest on, or any Additional Amounts with respect to,
any Security, or


 


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


 


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


 


Section 514.         Undertaking for Costs.


 


All parties to this 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 Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, the filing by any party litigant
in such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or 


 


31

















 


defenses made by such
party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Company, to any suit instituted by the Trustee, to any
suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on, or any Additional Amounts
with respect to, any Security on or after the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).


 


Section 515.         Waiver of Stay or Extension Laws.


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


Section 601.         Certain Duties and Responsibilities.


 


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


 


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


 


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


 


(b)           In
case an Event of Default has occurred and is continuing with respect to the
Securities of any series, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs.


 


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


 


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


 


(2)           the
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 Trustee was negligent
in ascertaining the pertinent facts;


 


32

















 


(3)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Securities of any series or of
all series, determined as provided in Section 512, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series; and


 


(4)           no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
indemnity or security reasonably satisfactory to it against such risk or liability
is not assured to it.


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection
to the Trustee shall be subject to the provisions of this Section.


 


Section 602.         Notice of Defaults.


 


Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall give notice of such default hereunder known to the Trustee to all Holders
of Securities of such series in the manner provided in Section 107, unless
such default shall have been cured or waived; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if
any) or interest on, or any Additional Amounts with respect to, any Security of
such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case
of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term “default” means any event, act or condition which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.


 


Section 603.         Certain Rights of Trustee.


 


Subject to the provisions of Section 601:


 


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


 


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


 


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


 


33

















 


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


 


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


 


(f)            the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon,
other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney; and


 


(g)           the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and, except for
any Affiliates of the Trustee,


 


the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.


 


Section 604.         Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities (including any documents related
to the offering and sale of the Securities). The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


 


Section 605.         May Hold Securities.


 


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


 


Section 606.         Money Held in Trust.


 


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


 


Section 607.         Compensation and Reimbursement.


 


The Company agrees


 


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


 


34





















 


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


 


(3)           to indemnify the Trustee and each of
its directors, officers, employees, agents and/or representatives for, and to
hold each of them harmless against, any loss, liability or expense incurred
without negligence or bad faith on each of their part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of the
Trustee’s powers or duties hereunder.


 


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


 


Any expenses and compensation for any services
rendered by the Trustee after the occurrence of an Event of Default specified
in clause (5) or (6) of Section 501 shall constitute expenses
and compensation for services of administration under all applicable federal or
state bankruptcy, insolvency, reorganization or other similar laws.


 


The provisions of this Section shall survive the
termination of this Indenture.


 


Section 608.         Disqualification; Conflicting Interests.


 


(a)           If
the Trustee has or shall acquire any conflicting interest, as defined in this
Section, with respect to the Securities of any series, it shall, within
90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign with respect to the Securities of
that series in the manner and with the effect hereinafter specified in this
Article.


 


(b)           In
the event that the Trustee shall fail to comply with the provisions of Subsection
(a) of this Section with respect to the Securities of any series, the
Trustee shall, within 10 days after the expiration of such 90-day period,
transmit by mail to all Holders of Securities of that series, as their names
and addresses appear in the Security Register, notice of such failure.


 


(c)           For
the purposes of this Section, the term “conflicting interest” shall have the
meaning specified in Section 310(b) of the Trust Indenture Act and
the Trustee shall comply with Section 310(b) of the Trust Indenture
Act; provided that there shall be excluded from the operation of Section 310(b)(1) of
the Trust Indenture Act with respect to the Securities of any series any
indenture or indentures under which other securities, or certificates of
interest or participation in other securities, of the Company are outstanding,
if the requirements for such exclusion set forth in Section 310(b)(1) of
the Trust Indenture Act are met. For purposes of the preceding sentence, the
optional provision permitted by the second sentence of Section 310(b)(9) of
the Trust Indenture Act shall be applicable.


 


Section 609.         Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder which
shall be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by Federal or State or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the 


 


35

















 


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 the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.


 


The Indenture shall always have a Trustee who
satisfies the requirements of Sections 310(a)(1), 310(a)(2) and
310(a)(5) of the Trust Indenture Act.


 


Section 610.         Resignation and Removal; Appointment of Successor.


 


(a)           No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.


 


(b)           The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 611 shall not have
been delivered to the resigning Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


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


 


(d)           If
at any time:


 


(1)           the
Trustee shall fail to comply with Section 608(a) after written
request therefor by the Company or by any Holder who has been a bona fide Holder
of a Security for at least six months, or


 


(2)           the
Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder of
Securities, or


 


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


 


then, in any such case, (i) the Company by a
Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject
to Section 514, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.


 


(e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Securities of one or more or all of such
series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and such successor Trustee or Trustees
shall comply with the applicable requirements of Section 611.  If no successor Trustee with respect to the
Securities of any series 


 


36

















 


shall have been so
appointed by the Company and accepted appointment in the manner required by Section 611,
any Holder who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.


 


(f)            The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.


 


Section 611.         Acceptance of Appointment by Successor.


 


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


 


(b)           In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.


 


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


 


37

















 


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


 


Section 612.         Merger, Conversion, Consolidation or Succession to Business.


 


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


 


Section 613.         Preferential Collection of Claims Against Company.


 


The Trustee shall comply with Section 311(a) of
the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of
the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent
indicated therein.


 


Section 614.         Appointment of Authenticating Agent.


 


The Trustee may appoint an Authenticating Agent or
Agents which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange, registration
of transfer or partial redemption or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia having a combined capital and surplus of not less than
$50,000,000 or equivalent amount expressed in a foreign currency and subject to
supervision or examination by Federal or State or District of Columbia
authority or authority of such country. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.


 


Any corporation into which an Authenticating Agent may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the 


 


38

















 


Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.


 


The Trustee agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services under this Section,
and the Trustee shall be entitled to be reimbursed for such payments, subject
to the provisions of Section 607.


 


If an appointment is made pursuant to this Section,
the Securities may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternate certificate of authentication in
the following form:


 


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


 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  as Authenticating Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory”

  



 


Notwithstanding any provision of this Section 614
to the contrary, if at any time any Authenticating Agent appointed hereunder
with respect to any series of Securities shall not also be acting as the
Security Registrar hereunder with respect to any series of Securities, then, in
addition to all other duties of an Authenticating Agent hereunder, such
Authenticating Agent shall also be obligated: (i) to furnish to the
Security Registrar promptly all information necessary to enable the Security
Registrar to maintain at all times an accurate and current Security Register;
and (ii) prior to authenticating any Security denominated in a foreign
currency, to ascertain from the Company the units of such foreign currency that
are required to be determined by the Company pursuant to Section 302.


 


ARTICLE SEVEN 


 


HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.         Company to Furnish Trustee Names and Addresses of Holders.


 


With respect to each series of Securities, the Company
will furnish or cause to be furnished to the Trustee:


 


(a)           semi-annually,
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 January 1
and July 1) a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders of that series as of such dates, and


 


(b)           at
such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a list of similar form
and content, such list to be dated as of a date not more than 15 days
prior to the time such list is furnished;


 


39

















 


provided, that so long as the Trustee is the Security
Registrar, the Company shall not be required to furnish or cause to be
furnished such a list to the Trustee. The Company shall otherwise comply with Section 312(a) of
the Trust Indenture Act.


 


Section 702.         Preservation of Information; Communications to Holders.


 


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders of each series contained in the most recent list
furnished to the Trustee as provided in Section 701 and the names and addresses
of Holders of each series received by the Trustee in its capacity as Security
Registrar, if applicable. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished. The
Trustee shall otherwise comply with Section 310(a) of the Trust
Indenture Act.


 


(b)           Holders
of Securities may communicate pursuant to Section 312(b) of the Trust
Indenture Act with other Holders with respect to their rights under this
Indenture or under the Securities.


 


(c)           Every
Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of the disclosure of any
such information as to the names and addresses of the Holders in accordance
with Section 702(b), regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 702(b). The
Company, the Trustee, the Security Registrar and any other Person shall have
the protection of Section 312(c) of the Trust Indenture Act.


 


Section 703.         Reports by Trustee.


 


(a)           Within
60 days after May 15 of each year after the execution of this
Indenture, the Trustee shall transmit by mail to Holders a brief report dated
as of such May 15 that complies with Section 313(a) of the Trust
Indenture Act.


 


(b)           The
Trustee shall comply with Section 313(b) of the Trust Indenture Act.


 


(c)           Reports
pursuant to this Section shall be transmitted by mail as required by
Sections 313(c) and 313(d) of the Trust Indenture Act:


 


(1)           to
all Holders of Securities, as the names and addresses of such Holders appear in
the Security Register;


 


(2)           to
such Holders of Securities as have, within the two years preceding such
transmissions, filed their names and addresses with the Trustee for that
purpose; and


 


(3)           except
in the case of reports pursuant to Subsection (b) of this Section, to each
Holder of a Security whose name and address is preserved at the time by the
Trustee, as provided in Section 702(a).


 


(d)           A
copy of each report pursuant to Subsection (a) or (b)of this Section 703
shall, at the time of its transmission to Holders, be filed by the Trustee with
each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee in writing when any
Securities are listed on any stock exchange.


 


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Section 704.         Reports by Company.


 


For so long as any
Securities are outstanding, if the Company is subject to the periodic reporting
requirements of the Exchange Act, the Company shall file with the Commission
and furnish to the Trustee (unless such reports are available on the Commission’s
Electronic Data Gathering, Analysis and Retrieval (EDGAR) system or any
successor thereto), within the time periods specified in the Commission’s rules and
regulations:


 


(1)            all quarterly and annual reports on
Forms 10-Q and 10-K required to be filed by companies that are subject to the
periodic reporting requirements of the Exchange Act; and


 


(2)            all current reports on Form 8-K
required to be filed by companies that are subject to the periodic reporting
requirements of the Exchange Act.


 


Each annual report on Form 10-K
shall include a report on the Company’s consolidated financial statements by
the Company’s certified independent accountants.  In addition, the Company shall post a copy of
each of the reports referred to in clauses (1) and (2) above on its
website for public availability as soon as reasonably practicable after such
reports are filed with the Commission.


 


If, at any time, the Company is no longer subject to
the periodic reporting requirements of the Exchange Act for any reason, the
Company shall nevertheless continue to prepare the financial statements and a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
substantially similar to that which would have been required to be included in
each of the reports specified in clause (1) of the preceding paragraph of
this section had the Company been subject to such Exchange Act reporting
requirements (with all such financial statements prepared in accordance with
Regulation S-X promulgated by the Commission and all such annual financial
statements including a report thereon from the Company’s certified independent
accountants) and post copies thereof to the Company’s website for public
availability within the time periods that would have been applicable to filing
such reports with the Commission in the rules and regulations applicable
to such reports if the Company had been required to file those reports with the
Commission; provided, however,
that if the Company is no longer subject to the periodic reporting requirements
of the Exchange Act, the Company will not be required to comply with Section 302
or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and
308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation
S-K (with respect to any non-GAAP financial measures contained therein).


 


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


 


ARTICLE EIGHT 


 


CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 


 


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


 


The Company shall not convert into or consolidate,
amalgamate, merge or enter into a scheme of arrangement with or into any other
Person or sell, convey, transfer or lease all or substantially all of its
properties and assets to any Person, unless:


 


(1)           Either (a) the Company is the
surviving corporation or (b) the Person or entity formed by or surviving
any such conversion, consolidation, amalgamation, merger or scheme of
arrangement (if other than the Company) or the Person or entity to which such
sale, conveyance, lease or transfer is made (i) shall expressly assume by
an indenture supplemental hereto, in form satisfactory to the Trustee, executed
and delivered to the Trustee, the due and punctual payment of the principal of
(and premium, if any) and interest on and any Additional Amounts with respect
to 


 


41





















 


all of the Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or
observed, and (ii) is organized under the laws of a country that is a
member of the Organisation for Economic Co-operation and Development including
the United States or any state thereof (including the District of Columbia); provided that, unless such Person referred to in clause (b) is
a corporation, a corporate co-issuer of the securities will be added to the
applicable indenture by agreements reasonably satisfactory to the Trustee;


 


(2)           immediately after giving effect to
such transaction, no Event of Default, and no event, act or condition which,
after notice or lapse of time or both, would become an Event of Default, shall
have happened and be continuing; and


 


(3)           the Company shall have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such conversion, consolidation, amalgamation, merger, scheme of
arrangement, sale, conveyance, transfer or lease and, if a supplemental
indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.


 


Section 802.         Successor Person Substituted.


 


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


 


ARTICLE NINE




SUPPLEMENTAL INDENTURES


 


Section 901.         Supplemental Indentures Without Consent of Holders.


 


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


 


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


 


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


 


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


 


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


 


(5)           to establish the form or terms of
Securities of any series as permitted by Section 201 and Section 301;
or


 


(6)           to supplement any of the provisions
of this Indenture to such extent as shall be necessary to permit or facilitate
the defeasance or satisfaction and discharge of any series of Securities
pursuant to Section 401; provided, however, that any such action shall not
adversely affect the interest of the Holders of Securities of such series or
any other series of Securities in any material respect; or


 


(7)           to evidence or provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 611(b); or


 


(8)           to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture, provided such other provisions as may
be made shall not adversely affect the interests of the Holders of Securities
of any series in any material respect;


 


(9)           to add to, change or eliminate any of
the provisions of this Indenture in respect of one or more series of
Securities, provided that any such addition, change or elimination (A) shall
neither (i) apply to any security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such
provisions nor (ii) modify the rights of the Holder of any such Security
with respect to such provision or (B) shall become effective only when
there is no such Security Outstanding; or


 


(10)         to secure the Securities of any series;
or


 


(11)         to comply with any requirement in order
to effect or maintain qualification of this Indenture under the Trust Indenture
Act.


 


Section 902.         Supplemental Indentures With Consent of Holders.


 


With the consent of the Holders of a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,


 


(1)           change the Stated Maturity of the
principal of, any premium payable upon redemption thereof or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon, any Additional Amounts with respect
thereto or any premium payable upon the redemption thereof, or change any
obligation of the Company to pay Additional Amounts (except as contemplated by Section 801(1))
and permitted by Section 901(1)), or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant 


 


43





















 


to Section 502, or change any Place of
Payment where, or the coin or currency or currencies (including composite
currencies) in which, any Security or any premium or any interest thereon or
Additional Amounts with respect thereto is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or


 


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


 


(3)           modify any of the provisions of this
Section, Section 512 or Section 1106, except to increase any such
percentage or to provide with respect to any particular series the right to
condition the effectiveness of any supplemental indenture as to that series on
the consent of the Holders of a specified percentage of the aggregate principal
amount of Outstanding Securities of such series (which provision may be made
pursuant to Section 301 without the consent of any Holder) or to provide
that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby, provided, however, that this clause shall not be deemed to require the
consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1006, or the
deletion of this proviso, in accordance with the requirements of Section 611(b) and
Section 901(7).


 


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


 


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


 


Section 903.         Execution of Supplemental Indentures.


 


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


 


Section 904.         Effect of Supplemental Indentures.


 


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


 


Section 905.         Conformity With Trust Indenture Act.


 


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


 


44

















 


Section 906.         Reference in Securities to Supplemental Indentures.


 


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


 


ARTICLE TEN 


 


COVENANTS


 


Section 1001.       Payment of Principal, Premium and Interest.


 


The Company covenants and agrees for the benefit of
each series of Securities that it will duly and punctually pay the principal of
(and premium, if any), interest on and any Additional Amounts with respect to
the Securities of that series in accordance with the terms of the Securities
and this Indenture.


 


Section 1002.       Maintenance of Office or Agency.


 


The Company will maintain in each Place of Payment for
any series of Securities an office or agency where Securities of that series
may be presented or surrendered for payment, where Securities of that series
may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.


 


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


 


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


 


If the Company shall at any time act as its own Paying
Agent with respect to any series of Securities, it will, before 10:00 a.m.,
Houston, Texas time, on each due date of the principal of (and premium, if any)
or interest on or any Additional Amounts with respect to any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any) or
interest or any Additional Amounts so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, the Company will, before 10:00 a.m.,
Houston, Texas time, on each due date of the principal of (and premium, if any)
or interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee in writing of its action
or failure so to act.


 


45
















 


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


 


(1)           hold all sums held by
it for the payment of the principal of (and premium, if any), interest on or
any Additional Amounts with respect to 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 the Trustee notice
of any default by the Company (or any other obligor upon the Securities of that
series) in the making of any payment of principal (and premium, if any),
interest on or any Additional Amounts with respect to the Securities of that
series; and


 


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


 


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


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of (and premium, if any) or interest on or any Additional Amounts with respect
to any Security of any series and remaining unclaimed for three years after
such principal (and premium, if any) or interest or Additional Amounts have
become due and payable shall, unless otherwise required by mandatory provisions
of applicable escheat, or abandoned or unclaimed property law, be paid to the
Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Company
cause to be published once, in an Authorized Newspaper in The Borough of
Manhattan, The City of New York and in such other Authorized Newspapers as the
Trustee shall deem appropriate, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will, unless otherwise required by mandatory provisions of applicable
escheat, or abandoned or unclaimed property law, be repaid to the Company.


 


Section 1004.       Existence.


 


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


 


Section 1005.       Statement by
Officers as to Default.


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending after the
date hereof so long as any Security is outstanding hereunder, an Officers’
Certificate complying with Section 314(a) of the Trust Indenture Act,
stating that a review of the activities of the Company during such year and of
performance under this Indenture has been made under the supervision of the
signers thereof and whether or not, to the best of their knowledge based upon
such review, the Company is in default in the performance, observance or
fulfillment of any of its covenants and other obligations under this Indenture,
and if the Company shall be in default, specifying each such default known to
them and the nature and status thereof. One of the officers signing the
Officers’ Certificate


 


46

















 


delivered pursuant to
this Section 1005 shall be the principal executive, financial or
accounting officer of the Company.


 


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


 


Section 1006.       Waiver of
Certain Covenants.


 


The Company may omit in any particular instance to
comply with any covenant or condition set forth in Section 1004, or any
covenant added for the benefit of any series of Securities as contemplated by Section 301
(unless otherwise specified pursuant to Section 301) if before or after
the time for such compliance the Holders of a majority in principal amount of
the Outstanding Securities of all series affected by such omission (acting as
one class) shall, 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 Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.


 


Section 1007.       Additional
Amounts.


 


If the Securities of a series expressly provide for
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series Additional Amounts as expressly provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or the net proceeds received from the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section 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.


 


If the Securities of a series provide for the payment
of Additional Amounts, 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 any premium or interest if there has
been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Company shall furnish the Trustee and the Company’s
principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
who are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge 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 Company will
pay to such Paying Agent the Additional Amounts required by this Section. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against any loss, liability or expense reasonably incurred
without 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 1007.


 


Section 1008.       Limitation
on Liens.


 


The Company will not, nor will it permit any of its
Subsidiaries to, incur, create, assume or suffer to exist any Lien on any
Principal Property or any securities or indebtedness of any Subsidiary that
owns or leases any Principal Property (whether such Principal Property,
securities or indebtedness are now existing or owned or subsequently created or
acquired) to secure any Indebtedness, without effectively providing that all of
the Securities Outstanding hereunder shall be secured equally and ratably with
or prior to such


 


47

















 


secured Indebtedness
until such time as such Indebtedness is no longer secured by a Lien.  This restriction shall not apply to:


 


(1)           Liens existing on, or
provided for under the terms of agreements existing on, the date that any
Securities are issued under this Indenture;


 


(2)           Liens on property,
shares of stock, indebtedness or other assets existing at the time of
acquisition thereof (including Liens on any property, shares of stock,
indebtedness or other assets acquired from or held by a Person which is
consolidated or amalgamated with, or merged with or into, the Company or a
Subsidiary of the Company) and Liens on property, shares of stock, indebtedness
or other assets existing at the time any Person becomes a Subsidiary of the
Company that are not incurred in anticipation of such Person becoming a
Subsidiary of the Company;


 


(3)           Liens on property
acquired, constructed, altered or improved by the Company or any of its
Subsidiaries after the date of this Indenture which are created or assumed
contemporaneously with, or within one year after, such acquisition (or in the
case of property constructed, altered or improved, after the completion and
commencement of commercial operation of such property, whichever is later) to
secure or provide for the payment of any part of the purchase price of such
property or the cost of such construction, alteration or improvement, it being
understood that if a commitment for such a financing is obtained prior to or
within such one year period, the applicable Lien shall be deemed to be included
in this clause (3) whether or not such Lien is created within such one
year period; provided that in the case of any such construction, alteration or
improvement the Lien shall not apply to any property theretofore owned by the
Company or any of its Subsidiaries other than (i) the property so altered
or improved and (ii) any theretofore unimproved real property on which the
property so constructed or altered, or the improvement, is located;


 


(4)           Liens in favor of the
Company or any of its Subsidiaries;


 


(5)           Liens on any current
assets that secure current liabilities;


 


(6)           Liens in favor of the
United States or any state, territory or possession thereof (or the District of
Columbia), any foreign country or any department, agency, instrumentality or
political subdivision of any such jurisdiction to secure partial, progress,
advance or other payments pursuant to any contract or statute;


 


(7)           Liens to secure any
Indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of constructing, developing, repairing or improving
the property subject to such Liens, including without limitation, Liens to
secure Indebtedness of the pollution control or industrial revenue bond type;


 


(8)           Liens to secure
Indebtedness issued or guaranteed by the United States or any state, territory
or possession thereof (or the District of Columbia), any foreign country or any
department, agency or instrumentality of any such jurisdiction;


 


(9)           Permitted Liens; and


 


(10)         Liens to secure any
refinancing, refunding, extension, renewal or replacement (or successive
refinancings, refundings, extensions, renewals or replacements), in whole or in
part, of any Lien referred to in the foregoing clauses (1) through (9);
provided, however, that the principal amount of Indebtedness secured thereby
shall not exceed the principal amount of Indebtedness so secured at the time of
such refinancing, refunding, extension, renewal or replacement (plus the
aggregate amount of premiums, other payments, costs and expenses related to
such refinancing, refunding, extension, renewal or replacement), and that such
refinancing,


 


48

















 


refunding, extension, renewal or replacement
shall be limited to all or a part of the property which secured the Lien so
refinanced, refunded, extended, renewed or replaced (plus improvements on such
property).


 


Notwithstanding the
foregoing provisions of this Section 1008 or Section 1009, the
Company and any of its Subsidiaries may incur, issue, assume or guarantee
Indebtedness secured by a Lien not otherwise permitted by this Indenture, or
may enter into Sale-Leaseback Transactions without complying with Section 1009,
or enter into a combination of such transactions, in an aggregate amount which,
together with all other such secured Indebtedness then outstanding and together
with the aggregate amount of Attributable Indebtedness of the Company and its
Subsidiaries deemed to be outstanding in respect of all Sale-Leaseback
Transactions (to the extent not included in Indebtedness secured by Liens not
otherwise permitted by this Indenture and excluding any Sale-Leaseback
Transactions the proceeds of which have been applied in accordance with clause (b) of
Section 1009) does not exceed 15% of Consolidated Net Tangible Assets.


 


Section 1009.       Restriction
on Sale-Leaseback Transactions.


 


The Company shall not, and shall not permit any of its
Subsidiaries to, enter into any Sale-Leaseback Transaction with respect to any
Principal Property unless:


 


(a)           at the
time of entering into such Sale-Leaseback Transaction, the Company or such
Subsidiary would be entitled to incur Indebtedness secured by a Lien on the
Principal Property subject to such Sale-Leaseback Transaction in a principal
amount at least equal to the Attributable Indebtedness with respect to such
Sale-Leaseback Transaction pursuant to Section 1008 without equally and
ratably securing the Securities pursuant to such Section; or


 


(b)           within 12
months after the effective date of such Sale-Leaseback Transaction, the Company
or its Subsidiary, as the case may be, applies an amount equal to not less than
the Attributable Indebtedness with respect to such Sale-Leaseback Transaction
either to:


 


(1)           the
voluntary defeasance or the prepayment, repayment, redemption or retirement of
senior or pari passu Indebtedness of the Company;


 


(2)           the
acquisition, construction, development or improvement of any Principal Property
used or useful in the business of the Company and its Subsidiaries; or


 


(3)           any
combination of applications referred to in clauses (1) and (2) above.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


Section 1101.       Applicability
of Article.


 


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


 


Section 1102.       Election to
Redeem; Notice to Trustee.


 


Unless otherwise provided with respect to the
Securities of a series as contemplated by Section 301, the election of the
Company to redeem any Securities shall be evidenced by a Board Resolution. In
case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, a reasonable period prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal


 


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amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.


 


Any notice may be cancelled at any time prior to the
mailing of that notice of redemption to any Holder of any Security of that Series and
shall thereupon be void and of no effect.


 


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


 


If less than all the Securities of any series are to
be redeemed, the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series
or of the principal amount of global Securities of such series.


 


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


 


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


 


Section 1104.       Notice of
Redemption.


 


Notice of redemption shall be given in the manner
provided in Section 107 to each Holder of Securities to be redeemed not
less than 30 nor more than 60 days prior to the Redemption Date.


 


All notices of redemption shall state:


 


(1)           the Redemption Date;


 


(2)           the Redemption Price
(or, if the Redemption Price is not determinable when the notice of redemption
is given, then the method of calculating it);


 


(3)           if less than all the
Outstanding Securities of any series are to be redeemed, the identification
(and, in the case of partial redemption, the 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
to be redeemed and, if applicable, that interest thereon will 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, if
applicable.


 


A notice of redemption as contemplated by Section 107
need not identify particular Securities to be redeemed. Notice of redemption of
Securities to be redeemed at the election of the Company shall be


 


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given by the Company or,
at the Company’s request, by the Trustee in the name and at the expense of the
Company.


 


Section 1105.       Deposit of
Redemption Price.


 


On or before 10:00 a. m., Houston, Texas time, on any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, and any Additional Amounts with
respect to, all the Securities which are to be redeemed on that date.


 


Section 1106.       Securities
Payable on Redemption Date.


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest (and any Additional Amounts) to the Redemption Date; provided,
however, that installments of interest 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 Record Dates according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security or, in the case of Original Issue Discount
Securities, the Securities’ Yield to Maturity.


 


Section 1107.       Securities
Redeemed in Part.


 


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


 


Section 1108.       Purchase of
Securities.


 


Unless otherwise specified as contemplated by Section 301,
the Company and any Affiliate of the Company may at any time purchase or
otherwise acquire Securities in the open market or by private agreement. Such
acquisition shall not operate as or be deemed for any purpose to be a
redemption of the indebtedness represented by such Securities. Any Securities
purchased or acquired by the Company may be delivered to the Trustee and, upon
such delivery, the indebtedness represented thereby shall be deemed to be
satisfied. Section 309 shall apply to all Securities so delivered.


 


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ARTICLE TWELVE


 


SINKING FUNDS


 


Section 1201.       Applicability
of Article.


 


The provisions of this Article shall be
applicable to any sinking fund for the retirement of Securities of a series
except as otherwise specified as contemplated by Section 301 for
Securities of such series.


 


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as a
“mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein referred
to as an “optional sinking fund payment.” Unless otherwise provided by the
terms of Securities of any series, the cash amount of any sinking fund payment
may be subject to reduction as provided in Section 1202. Each sinking fund
payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.


 


Section 1202.       Satisfaction
of Sinking Fund Payments with Securities.


 


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


 


Section 1203.       Redemption
of Securities for Sinking Fund.


 


Not less than 45 days prior (unless a shorter
period shall be satisfactory to the Trustee) to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivery of or by crediting
Securities of that series pursuant to Section 1202 and will also deliver
to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in Section 1103
and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 1104. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 1106 and Section 1107.


 


ARTICLE THIRTEEN


 


MEETINGS OF HOLDERS OF SECURITIES


 


Section 1301.       Purposes for
Which Meetings May Be Called.


 


A meeting of Holders of Securities of any or all
series may be called at any time and from time to time pursuant to this Article to
make, give or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be made, given or
taken by Holders of Securities of such series.


 


52

















 


Section 1302.       Call, Notice
and Place of Meetings.


 


(a)           The
Trustee may at any time call a meeting of Holders of Securities of any series
for any purpose specified in Section 1301, to be held at such time and at
such place in Houston, Texas or in New York, New York, or in any other
location, as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 107, not less than 20 nor more
than 180 days prior to the date fixed for the meeting.


 


(b)           In case
at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in aggregate principal amount of the Outstanding Securities of any
series, shall have requested the Trustee for any such series to call a meeting
of the Holders of Securities of such series for any purpose specified in Section 1301,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 30 days after receipt of such request
or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company or the Holders of Securities of such series in the
amount above specified, as the case may be, may determine the time and the
place in Houston, Texas or in New York, New York, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
Subsection (a) of this Section and shall provide a copy to the
Trustee.


 


Section 1303.       Persons
Entitled to Vote at Meetings.


 


To be entitled to vote at any meeting of Holders of
Securities of any series, a Person shall be (1) a Holder of one or more
Outstanding Securities of such series, or (2) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.


 


Section 1304.       Quorum;
Action.


 


The Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case, the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such meeting. In the absence of a quorum at
any such adjourned meeting, such adjourned meeting may be further adjourned for
a period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Subject to Section 1305(d),
notice of the reconvening of any adjourned meeting shall be given as provided
in Section 1302(a), except that such notice need be given only once not
less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly that Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series shall constitute a quorum.


 


Except as limited by the first proviso to Section 902,
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote
of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the
first proviso to Section 902, any resolution with respect to any request,
demand, authorization, direction, notice, consent or waiver which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage that is less than a majority in aggregate principal amount
of the Outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
by the 


 


53

















 


affirmative vote of the
Holders of such specified percentage in aggregate principal amount of the
Outstanding Securities of that series.


 


Except as limited by the first proviso to Section 902,
any resolution passed or decision taken at any meeting of Holders of Securities
of any series duly held in accordance with this Section shall be binding
on all the Holders of Securities of such series, whether or not present or
represented at the meeting.


 


Section 1305.       Determination
of Voting Rights; Conduct and Adjournment of Meetings.


 


(a)           The
holding of Securities shall be proved in the manner specified in 

Section 105 and the appointment of any proxy shall be proved in the manner
specified in Section 105. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid
and genuine without the proof specified in Section 105 or other proof.


 


(b)           The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders
of Securities as provided in Section 1302(b), in which case the Company or
the Holders of Securities of the series calling the meeting, as the case may
be, shall appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons entitled to
vote a majority in aggregate principal amount of the Outstanding Securities of
such series represented at the meeting.


 


(c)           At any
meeting each Holder of a Security of such series and each proxy shall be
entitled to one vote for each $1,000 principal amount of the Outstanding
Securities of such series held or represented by him; provided, however, that
no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be
not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or as a proxy.


 


(d)           Any
meeting of Holders of Securities of any series duly called pursuant to Section 1302
at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice.


 


Section 1306.       Counting
Votes and Recording Action of Meetings.


 


The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.


 


* * *


 


54

















 


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


 


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


 


	
   

  	
  CAMERON INTERNATIONAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHARLES M. SLEDGE

  
	
   

  	
  Name: Charles M. Sledge

  
	
   

  	
  Title: Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN STOHLMANN

  
	
   

  	
  Name: John C. Stohlmann

  
	
   

  	
  Title:   Vice President

  



 


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