exv4w1



 






Exhibit 4.1




 





PIONEER NATURAL RESOURCES COMPANY




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee




 






Indenture




Dated as of January 22, 2008




 






Debt Securities




 





 









 








TABLE OF CONTENTS*




	 	 	 	 	 	 	 
	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE I

	 
	 	 	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 	 	 
	Section 1.01

	 	Certain Terms Defined
	 	 	1	 
	Section 1.02

	 	Incorporation by Reference of Trust Indenture Act
	 	 	11	 
	Section 1.03

	 	Rules of Construction
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 
	 	 	 	 	 	 
	DEBT SECURITIES

	 
	 	 	 	 	 	 
	Section 2.01

	 	Forms Generally
	 	 	12	 
	Section 2.02

	 	Form of Trustee’s Certificate of Authentication
	 	 	13	 
	Section 2.03

	 	Principal Amount; Issuable in Series
	 	 	13	 
	Section 2.04

	 	Execution of Debt Securities
	 	 	16	 
	Section 2.05

	 	Authentication and Delivery of Debt Securities
	 	 	17	 
	Section 2.06

	 	Denomination of Debt Securities
	 	 	18	 
	Section 2.07

	 	Registration of Transfer and Exchange
	 	 	18	 
	Section 2.08

	 	Temporary Debt Securities
	 	 	20	 
	Section 2.09

	 	Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	22	 
	Section 2.10

	 	Cancellation of Surrendered Debt Securities
	 	 	22	 
	Section 2.11

	 	Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders
	 	 	23	 
	Section 2.12

	 	Payment of Interest; Interest Rights Preserved
	 	 	23	 
	Section 2.13

	 	Securities Denominated in Foreign Currencies
	 	 	24	 
	Section 2.14

	 	Wire Transfers
	 	 	25	 
	Section 2.15

	 	Securities Issuable in the Form of a Global Security
	 	 	25	 
	Section 2.16

	 	Medium Term Securities
	 	 	28	 
	Section 2.17

	 	Defaulted Interest
	 	 	29	 
	Section 2.18

	 	Judgments
	 	 	30	 
	Section 2.19

	 	CUSIP Numbers
	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 
	 	 	 	 	 	 
	REDEMPTION OF DEBT SECURITIES

	 
	 	 	 	 	 	 
	Section 3.01

	 	Applicability of Article
	 	 	31	 
	Section 3.02

	 	Tax Redemption; Special Tax Redemption
	 	 	31	 
	Section 3.03

	 	Notice of Redemption; Selection of Debt Securities
	 	 	33	 
	Section 3.04

	 	Payment of Debt Securities Called for Redemption
	 	 	35	 
	Section 3.05

	 	Mandatory and Optional Sinking Funds
	 	 	36	 








 




			
	*	 	The Table of Contents is not part of the Indenture.




i









 










	 	 	 	 	 	 	 
	Section 3.06

	 	Redemption of Debt Securities for Sinking Fund
	 	 	36	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 	 	 
	PARTICULAR COVENANTS OF THE COMPANY

	 
	 	 	 	 	 	 
	Section 4.01

	 	Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities
	 	 	38	 
	Section 4.02

	 	Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt
Securities
	 	 	38	 
	Section 4.03

	 	Appointment to Fill a Vacancy in the Office of Trustee
	 	 	39	 
	Section 4.04

	 	Duties of Paying Agents, etc
	 	 	39	 
	Section 4.05

	 	Statement by Officers as to Default
	 	 	40	 
	Section 4.06

	 	Payment of Additional Interest
	 	 	40	 
	Section 4.07

	 	Further Instruments and Acts
	 	 	42	 
	Section 4.08

	 	Existence
	 	 	42	 
	Section 4.09

	 	Maintenance of Properties
	 	 	42	 
	Section 4.10

	 	Payment of Taxes and Other Claims
	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 
	 	 	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

	 
	 	 	 	 	 	 
	Section 5.01

	 	Company to Furnish Trustee Information as
to Names and Addresses of Holders; Preservation of Information
	 	 	43	 
	Section 5.02

	 	Communications to Holders
	 	 	44	 
	Section 5.03

	 	Reports by Company
	 	 	44	 
	Section 5.04

	 	Reports by Trustee
	 	 	44	 
	Section 5.05

	 	Record Dates for Action by Holders
	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 	 	 
	REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT

	 
	 	 	 	 	 	 
	Section 6.01

	 	Events of Default
	 	 	45	 
	Section 6.02

	 	Collection of Indebtedness by Trustee, etc
	 	 	48	 
	Section 6.03

	 	Application of Moneys Collected by Trustee
	 	 	49	 
	Section 6.04

	 	Limitation on Suits by Holders
	 	 	50	 
	Section 6.05

	 	Remedies Cumulative; Delay or Omission in Exercise
of Rights Not a Waiver of Default
	 	 	50	 
	Section 6.06

	 	Rights of Holders of Majority in Principal Amount
of Debt Securities to Direct Trustee and to Waive Default
	 	 	51	 
	Section 6.07

	 	Trustee to Give Notice of Defaults Known to It,
but May Withhold Such Notice in Certain Circumstances
	 	 	51	 






ii









 






	 	 	 	 	 	 	 
	Section 6.08

	 	Requirement of an Undertaking To Pay Costs in
Certain Suits under the Indenture or Against the Trustee
	 	 	52	 
	Section 6.09

	 	Sole Remedy for Failure to Report
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 	 	 
	CONCERNING THE TRUSTEE

	 
	 	 	 	 	 	 
	Section 7.01

	 	Certain Duties and Responsibilities
	 	 	53	 
	Section 7.02

	 	Certain Rights of Trustee
	 	 	54	 
	Section 7.03

	 	Trustee Not Liable for Recitals in Indenture or in Debt Securities
	 	 	55	 
	Section 7.04

	 	Trustee, Paying Agent or Registrar May Own Debt Securities
	 	 	55	 
	Section 7.05

	 	Moneys Received by Trustee to Be Held in Trust
	 	 	56	 
	Section 7.06

	 	Compensation and Reimbursement
	 	 	56	 
	Section 7.07

	 	Right of Trustee to Rely on an Officers’ Certificate Where No Other
Evidence Specifically Prescribed
	 	 	56	 
	Section 7.08

	 	Separate Trustee; Replacement of Trustee
	 	 	57	 
	Section 7.09

	 	Successor Trustee by Merger
	 	 	58	 
	Section 7.10

	 	Eligibility; Disqualification
	 	 	58	 
	Section 7.11

	 	Preferential Collection of Claims Against Company
	 	 	59	 
	Section 7.12

	 	Compliance with Tax Laws
	 	 	59	 
	Section 7.13

	 	Trustee’s Application for Instructions From the Company
	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 	 	 
	CONCERNING THE HOLDERS

	 
	 	 	 	 	 	 
	Section 8.01

	 	Evidence of Action by Holders
	 	 	59	 
	Section 8.02

	 	Proof of Execution of Instruments and of Holding of Debt Securities
	 	 	59	 
	Section 8.03

	 	Who May Be Deemed Owner of Debt Securities
	 	 	60	 
	Section 8.04

	 	Instruments Executed by Holders Bind Future Holders
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 	 	 
	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 	 	 
	Section 9.01

	 	Purposes for Which Supplemental Indenture May Be Entered into Without Consent
of Holders
	 	 	61	 
	Section 9.02

	 	Modification of Indenture with Consent of Holders of Debt Securities
	 	 	64	 
	Section 9.03

	 	Effect of Supplemental Indentures
	 	 	65	 
	Section 9.04

	 	Debt Securities May Bear Notation of Changes by Supplemental Indentures
	 	 	65	 
	Section 9.05

	 	Payment for Consent
	 	 	65	 






iii









 






	 	 	 	 	 	 	 
	ARTICLE X

	 
	 	 	 	 	 	 
	CONSOLIDATION, MERGER, SALE OR CONVEYANCE

	 
	 	 	 	 	 	 
	Section 10.01

	 	Consolidations and Mergers of the Company
	 	 	66	 
	Section 10.02

	 	Rights and Duties of Successor Corporation
	 	 	66	 
	 
	 	 	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEYS

	 
	 	 	 	 	 	 
	Section 11.01

	 	Applicability of Article
	 	 	67	 
	Section 11.02

	 	Satisfaction and Discharge of Indenture; Defeasance
	 	 	67	 
	Section 11.03

	 	Conditions of Defeasance
	 	 	68	 
	Section 11.04

	 	Application of Trust Money
	 	 	69	 
	Section 11.05

	 	Repayment to Company
	 	 	69	 
	Section 11.06

	 	Indemnity for U.S. Government Obligations
	 	 	70	 
	Section 11.07

	 	Reinstatement
	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE XII

	 
	 	 	 	 	 	 
	SUBORDINATION OF DEBT SECURITIES

	 
	 	 	 	 	 	 
	Section 12.01

	 	Applicability of Article; Agreement To Subordinate
	 	 	70	 
	Section 12.02

	 	Liquidation, Dissolution, Bankruptcy
	 	 	70	 
	Section 12.03

	 	Default on Senior Indebtedness
	 	 	71	 
	Section 12.04

	 	Acceleration of Payment of Debt Securities
	 	 	72	 
	Section 12.05

	 	When Distribution Must Be Paid Over
	 	 	72	 
	Section 12.06

	 	Subrogation
	 	 	72	 
	Section 12.07

	 	Relative Rights
	 	 	72	 
	Section 12.08

	 	Subordination May Not Be Impaired by Company
	 	 	72	 
	Section 12.09

	 	Rights of Trustee and Paying Agent
	 	 	72	 
	Section 12.10

	 	Distribution or Notice to Representative
	 	 	73	 
	Section 12.11

	 	Article XII Not to Prevent Defaults or Limit Right to Accelerate
	 	 	73	 
	Section 12.12

	 	Trust Moneys Not Subordinated
	 	 	73	 
	Section 12.13

	 	Trustee Entitled to Rely
	 	 	73	 
	Section 12.14

	 	Trustee to Effectuate Subordination
	 	 	74	 
	Section 12.15

	 	Trustee Not Fiduciary for Holders of Senior Indebtedness
	 	 	74	 
	Section 12.16

	 	Reliance by Holders of Senior Indebtedness on Subordination Provisions
	 	 	74	 
	 
	 	 	 	 	 	 
	ARTICLE XIII

	 
	 	 	 	 	 	 
	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 	 	 
	Section 13.01

	 	Successors and Assigns of Company Bound by Indenture
	 	 	74	 






iv









 






	 	 	 	 	 	 	 
	Section 13.02

	 	Acts of Board, Committee or Officer of Successor Company Valid
	 	 	74	 
	Section 13.03

	 	Required Notices or Demands
	 	 	74	 
	Section 13.04

	 	Indenture and Debt Securities to Be Construed in Accordance with the
Laws of the State of New York
	 	 	75	 
	Section 13.05

	 	Officers’ Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Company
	 	 	75	 
	Section 13.06

	 	Payments Due on Legal Holidays
	 	 	76	 
	Section 13.07

	 	Provisions Required by Trust Indenture Act to Control
	 	 	76	 
	Section 13.08

	 	Computation of Interest on Debt Securities
	 	 	76	 
	Section 13.09

	 	Rules by Trustee, Paying Agent and Registrar
	 	 	76	 
	Section 13.10

	 	No Recourse Against Others
	 	 	76	 
	Section 13.11

	 	Severability
	 	 	77	 
	Section 13.12

	 	Effect of Headings
	 	 	77	 
	Section 13.13

	 	Indenture May Be Executed in Counterparts
	 	 	77	 






v









 






PIONEER NATURAL RESOURCES COMPANY




Debt Securities




CROSS REFERENCE SHEET*



This Cross Reference Sheet shows the location in the Indenture of the provisions inserted pursuant
to Sections 310-318(a), inclusive of the Trust Indenture Act of 1939.




	 	 	 	 	 	 	 
	 	 	 	 	Indenture
	TIA Section	 	Section
	310

	 	(a)(1)
	 	 	7.10	 
	 

	 	(a)(2)
	 	 	7.10	 
	 

	 	(a)(3)
	 	 	7.10	 
	 

	 	(a)(4)
	 	 	7.10	 
	 

	 	(a)(5)
	 	 	7.10	 
	 

	 	(b)
	 	 	7.10	 
	 

	 	(c)
	 	 N.A.**

	 
	 	 	 	 	 	 
	311

	 	(a)
	 	 	7.11	 
	 

	 	(b)
	 	 	7.11	 
	 

	 	(c)
	 	 	N.A.	 
	 
	 	 	 	 	 	 
	312

	 	(a)
	 	 	5.01	 
	 

	 	(b)

(c)
	 	 	5.02

5.02	 
	 
	 	 	 	 	 	 
	313

	 	(a)
	 	 	5.04	 
	 

	 	(b)(1)
	 	 	5.04	 
	 

	 	(b)(2)
	 	 	5.04	 
	 

	 	(c)
	 	 	13.03 	 
	 

	 	(d)
	 	 	5.04	 
	 
	 	 	 	 	 	 
	314

	 	(a)(1)
	 	 	     5.03(a)	 
	 

	 	(a)(2)
	 	 	     5.03(b)	 
	 

	 	(a)(3)
	 	 	5.03(a) & (b) & 13.03	 
	 

	 	(a)(4)
	 	 	4.05	 
	 

	 	(b)
	 	 	N.A.	 








 




			
	*	 	The Cross Reference Sheet is not part of the Indenture.
	 
	**	 	N.A. means “Not Applicable.”




vi









 










	 	 	 	 	 	 	 
	 	 	 	 	Indenture
	 	 	TIA Section	 	Section
	 

	 	(c)(1)
	 	 	13.05	 
	 

	 	(c)(2)
	 	 	13.05	 
	 

	 	(c)(3)
	 	 	N.A.	 
	 

	 	(d)
	 	 	N.A.	 
	 

	 	(e)
	 	 	13.05	 
	 

	 	(f)
	 	 	 4.06	 
	 
	 	 	 	 	 	 
	315

	 	(a)
	 	 	     7.01(a)	 
	 

	 	(b)
	 	 	6.07 & 13.03	 
	 

	 	(c)
	 	 	7.01	 
	 

	 	(d)
	 	 	7.01	 
	 

	 	(e)
	 	 	6.08	 
	 
	 	 	 	 	 	 
	316

	 	(a) (last sentence)
	 	 	1.01	 
	 

	 	(a)(1)(A)
	 	 	6.06	 
	 

	 	(a)(1)(B)
	 	 	6.06	 
	 

	 	(a)(2)
	 	 	     9.01(d)	 
	 

	 	(b)
	 	 	6.04	 
	 

	 	(c)
	 	 	5.05	 
	 
	 	 	 	 	 	 
	317

	 	(a)(1)
	 	 	6.02	 
	 

	 	(a)(2)
	 	 	6.02	 
	 

	 	(b)
	 	 	4.04	 
	 
	 	 	 	 	 	 
	318

	 	(a)
	 	 	13.07 	 






vii









 






     INDENTURE dated as of January 22, 2008, between PIONEER NATURAL RESOURCES COMPANY, a
corporation duly organized and existing under the laws of the State of Delaware (hereinafter
sometimes called the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States of America (hereinafter sometimes called
the “Trustee”).



RECITALS OF THE COMPANY




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



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH




     That in order to declare the terms and conditions upon which the Debt Securities are
authenticated, issued and delivered, and in consideration of the premises, and of the purchase and
acceptance of the Debt Securities by the holders thereof, the Company and the Trustee covenant and
agree with each other, for the benefit of the respective Holders from time to time of the Debt
Securities or any series thereof, as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Certain Terms Defined. The terms defined in this Section 1.01 (except as
herein otherwise expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any Indenture supplemental hereto shall have the respective meanings
specified in this Section 1.01. All other terms used in this Indenture which are defined in the
Trust Indenture Act or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force as
of the date of original execution of this Indenture.



     “Additional Interest” has the meaning set forth in Section 6.09.



     “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 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.



1









 





     “Authorized Newspaper” means a newspaper in an official language of the country of
publication customarily published at least once a day, and customarily published for at least five
days in each calendar week, and of general circulation in such city or cities specified pursuant to
Section 2.03 with respect to the Debt Securities of any series. 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 in such city.



     “Bank Indebtedness” means any and all amounts payable under or in respect of the
Credit Agreement, as supplemented amended or modified from time to time, including principal,
premium (if any), interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not a claim for post-filing
interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations,
guarantees and all other amounts payable thereunder or in respect thereof.



     “Banks” means the Lenders, as such term is defined in the Credit Agreement.



     “Bearer Holder” means, with respect to any Bearer Security or Coupon, the bearer
thereof.



     “Bearer Security” means any Debt Security (with or without Coupons), title to which
passes by delivery only, but does not include any Coupons.



     “Board of Directors” means either the Board of Directors of the Company or any duly
authorized committee or subcommittee of such Board, except as the context may otherwise require.



     “business day” means, when used with respect to any Place of Payment specified
pursuant to Section 2.03, any day that is not a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies in such Place of Payment are authorized or obligated
by law to close, except as otherwise specified pursuant to Section 2.03.



     “Capital Stock” of any Person means any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests (including partnership
interests) in (however designated) equity of such Person, including any Preferred Stock, but
excluding any debt securities convertible into such equity.



     “Capitalized Lease Obligation” means an obligation that is required to be classified
and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP.



     “Commodity Price Protection Agreement” means, in respect of any Person, any forward
contract, commodity swap agreement, commodity option agreement or other similar agreement or
arrangement designed to protect such Person against fluctuations in commodity prices.



     “Common Stock” means the common stock, par value $.01 per share, of the Company, which
stock is currently listed on the New York Stock Exchange.



2









 





     “Company” means Pioneer Natural Resources Company, a Delaware corporation, and,
subject to the provisions of Article X, shall also include its successors and assigns.



     “Company Order” means a written order of the Company, signed by its Chairman of the
Board, Vice Chairman, President or any Vice President and by its Treasurer, Secretary, any
Assistant Treasurer or any Assistant Secretary.



     “corporate trust office of the trustee” or other similar term means the office of the
Trustee in Dallas Texas at which the corporate trust business of the Trustee shall, at any
particular time, be principally administered in the United States of America, which is on the date
hereof at 201 Main Street, Third Floor, Fort Worth, Texas 76102; Attention: Corporate Trust, except
that with respect to the presentation of Debt Securities for payment or for registration of
transfer and exchange, such term shall also mean the office of the Trustee in Minneapolis
Minnesota, in each case at which at any particular time its corporate agency business shall be
conducted.



     “Coupon” means any interest coupon appertaining to any Bearer Security.



     “Coupon Security” means any Bearer Security authenticated and delivered with one or
more Coupons appertaining thereto.



     “Credit Agreement” means the Amended and Restated Credit Facility Agreement, dated as
of April 11, 2007, among the Company, as Borrower, JPMorgan Chase Bank, N.A. as Administrative
Agent, JPMorgan Chase Bank, N.A., Wachovia Bank, National Association and Bank of America, N.A., as
Issuing Banks, JPMorgan Chase Bank, N.A., and Wachovia Bank, National Association, as Swingline
Lenders, the Lenders party thereto, Wachovia Bank, National Association, as Syndication Agent, Bank
of America, N.A., Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as
Co-Documentation Agents, and J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as
Co-Arrangers and Joint Bookrunners, as supplemented, amended or modified from time to time.



     “Currency” means Dollars or Foreign Currency.



     “Currency Exchange Protection Agreement” means, in respect of any Person, any foreign
exchange contract, currency swap agreement, currency option or other similar agreement or
arrangement designed to protect such Person against fluctuations in currency exchange rates.



     “Debt Security” or “Debt Securities” has the meaning stated in the first
recital of this Indenture and more particularly means any debt security or debt securities, as the
case may be of any series authenticated and delivered under this Indenture.



     “Default” means any event which is, or after notice or passage of time or both would
be, an Event of Default.



     “Depositary” means, unless otherwise specified by the Company pursuant to either
Section 2.03 or 2.15, with respect to registered Debt Securities of any series issuable or issued
in whole or in part in the form of one or more Global Securities, The Depository Trust Company,



3









 




New York, New York, or any successor thereto registered as a clearing agency under the
Exchange Act or other applicable statute or regulations.




     “Designated Senior Indebtedness” means (a) the Bank Indebtedness and (b) any other
Senior Indebtedness which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders thereof are committed to
lend up to, at least $100 million and is specifically designated by the Company in the instrument
evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes
of this Indenture and has been designated as “Designated Senior Indebtedness” for purposes of this
Indenture in an Officers’ Certificate received by the Trustee.



     “Disqualified Stock” of a Person means Redeemable Stock of such Person as to which the
maturity, mandatory redemption, conversion or exchange or redemption at the option of the holder
thereof occurs, or may occur, on or prior to the first anniversary of the Stated Maturity of the
applicable series of Debt Securities.



     “Dollar” or “$” means such currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.



     “Dollar Equivalent” means, with respect to any monetary amount in a Foreign Currency,
at any time for the determination thereof, the amount of Dollars obtained by converting such
Foreign Currency involved in such computation into Dollars at the spot rate for the purchase of
Dollars with the applicable Foreign Currency as quoted by Bankers Trust Company (unless another
comparable financial institution is designated by the Company) in New York, New York at
approximately 11:00 a.m. (New York time) on the date two business days prior to such determination.



     “European Currency Units” has the meaning assigned to it from time to time by the
Council of the European Communities, or its successor in the European Union.



     “European Communities” means the European Economic Community, the European Coal and
Steel Community and the European Atomic Energy Community, or their successors in the European
Union.



     “Event of Default” has the meaning specified in Section 6.01.



     “Exchange Act” means the Securities Exchange Act of 1934.



     “Floating Rate Security” means a Debt Security that provides for the payment of
interest at a variable rate determined periodically by reference to an interest rate index
specified pursuant to Section 2.03.



     “Foreign Currency” means a currency issued by the government of any country other than
the United States or a composite currency the value of which is determined by reference to the
values of the currencies of any group of countries.



4









 





     “GAAP” means generally accepted accounting principles in the United States as in
effect as of the date on which the Debt Securities of the applicable series are issued, including
those set forth in (i) the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and pronouncements of the
Financial Accounting Standards Board, (iii) such other statements by such other entity as approved
by a significant segment of the accounting profession and (iv) the rules and regulations of the SEC
governing the inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written statements from the
accounting staff of the SEC. All ratios and computations based on GAAP contained in this Indenture
shall be computed in conformity with GAAP consistently applied.



     “Global Security” means with respect to any series of Debt Securities issued
hereunder, a Debt Security which is executed by the Company and authenticated and delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this
Indenture and any Indentures supplemental hereto, or resolution of the Board of Directors and set
forth in an Officers’ Certificate, which shall be registered in the name of the Depositary or its
nominee and which shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the Outstanding Debt Securities of such series or any portion thereof, in
either case having the same terms, including, without limitation, the same original issue date,
date or dates on which principal is due and interest rate or method of determining interest.



     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of
such other Person (whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part); provided,
however, that the term “Guarantee” shall not include endorsements for collection or deposit
in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding
meaning.



     “Hedging Obligations” of any Person means the obligations of such Person pursuant to
any Interest Rate Protection Agreement, Currency Exchange Protection Agreement, Commodity Price
Protection Agreement or other similar agreement.



     “Holder,” “Holder of Debt Securities” or other similar terms means, with
respect to a Registered Security, the Registered Holder and, with respect to a Bearer Security or a
Coupon, the Bearer Holder.



     “Incur” means issue, assume, Guarantee, incur or otherwise become liable for;
provided, however, that any Indebtedness or Capital Stock of a Person existing at
the time such Person



5









 




becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary. The terms
“Incurred”, “Incurrence” and “Incurring” shall each have a correlative meaning.




     “Indebtedness” means, with respect to any Person, at any date, any of the following,
without duplication: (i) any liability, contingent or otherwise, of such Person (A) for borrowed
money (whether or not the recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof), (B) evidenced by a note, bond, debenture or similar instrument, or (C)
for the payment of money relating to a Capitalized Lease Obligation or other obligation (whether
issued or assumed) relating to the deferred purchase price of property; (ii) all conditional sale
obligations and all obligations under any title retention agreement (even if the rights and
remedies of the seller under such agreement in the event of default are limited to repossession or
sale of such property); (iii) all obligations for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction other than as entered into in the
ordinary course of business; (iv) all indebtedness of others secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on any
asset or property (including, without limitation, leasehold interests and any other tangible or
intangible property) of such Person, whether or not such indebtedness is assumed by such Person or
is not otherwise such Person’s legal liability; provided that if the obligations so secured
have not been assumed in full by such Person or are otherwise not such Person’s legal liability in
full, the amount of such indebtedness for the purposes of this definition shall be limited to the
lesser of the amount of such indebtedness secured by such Lien or the fair market value of the
assets or the property securing such lien; (v) all indebtedness of others (including all interest
and dividends on any Indebtedness or Preferred Stock of any other Person the payment of which is)
guaranteed, directly or indirectly, by such Person or that is otherwise its legal liability or
which such Person has agreed to purchase or repurchase or in respect of which such Person has
agreed contingently to supply or advance funds; and (vi) to the extent not otherwise included in
this definition, obligations in respect of Hedging Obligations. Indebtedness shall not include
(a) accounts payable arising in the ordinary course of business, and (b) any obligations in respect
of prepayments for gas or oil production or gas or oil imbalances.



     “Indenture” means this instrument as originally executed, or, if amended or
supplemented as herein provided, as so amended or supplemented and shall include the form and terms
of particular series of Debt Securities as contemplated hereunder, whether or not a supplemental
Indenture is entered into with respect thereto.



     “Interest” includes, when used with respect to a Bearer Security, any additional
interest payable on such Bearer Security pursuant to Section 3.02 or 4.06 and, when used with
respect to any Debt Securities, any Additional Interest payable on such Debt Securities pursuant to
Section 6.09.



     “Interest Rate Protection Agreement” means, in respect of any Person, any interest
rate swap agreement, interest rate option agreement, interest rate cap agreement, interest rate
collar agreement, interest rate floor agreement or other similar agreement or arrangement designed
to protect such Person against fluctuations in interest rates.



6









 





     “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).



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
Vice Chairman, the President or any Vice President and by the Treasurer, the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company. Each such certificate shall include the
statements provided for in Section 13.05, if applicable.



     “Opinion of Counsel” means an opinion in writing signed by legal counsel for the
Company (which counsel may be an employee of the Company), or outside counsel for the Company.
Each such opinion shall include the statements provided for in Section 13.05, if applicable.



     “Original Issue Discount Debt Security” means any Debt Security which provides for an
amount less than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01.



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



          (a) Debt Securities of that series theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;




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




          (c) Debt Securities of that series which have been paid pursuant to Section 2.09 or in
exchange for or in lieu of which other Debt Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Debt Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a
bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company;




provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Debt Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Company
or any




7











 




other obligor upon the Debt 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, only Debt Securities which a responsible officer of the Trustee actually
knows to be so owned shall be so disregarded. Debt Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is
not the Company or any other obligor upon the Debt Securities or an Affiliate of the Company or of
such other obligor. In determining whether the Holders of the requisite principal amount of
Outstanding Debt Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01. In determining whether the Holders
of the requisite principal amount of the Outstanding Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, the principal
amount of a Debt Security denominated in one or more foreign currencies or currency units that
shall be deemed to be Outstanding for such purposes shall be the Dollar Equivalent, determined in
the manner provided as contemplated by Section 2.03 on the date of original issuance of such Debt
Security, of the principal amount (or, in the case of any Original Issue Discount Security, the
Dollar Equivalent on the date of original issuance of such Security of the amount determined as
provided in the preceding sentence above) of such Debt Security.




     “pari passu”, as applied to the ranking of any Indebtedness of a Person in
relation to other Indebtedness of such Person, means that each such Indebtedness either (a) is not
subordinate in right of payment to any Indebtedness or (b) is subordinate in right of payment to
the same Indebtedness as is the other, and is so subordinate to the same extent, and is not
subordinate in right of payment to each other or to any Indebtedness as to which the other is not
so subordinate.



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



     “Place of Payment” means, when used with respect to the Debt Securities of any series,
the place or places where the principal of, and premium, if any, and interest on, the Debt
Securities of that series are payable as specified pursuant to Section 2.03.



     “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock
of any class or classes (however designated) which is preferred as to the payment of dividends or
distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of such Person.



     “Redeemable Stock” of any Person means any equity security of such Person that by its
terms (or by the terms of any security into which it is convertible or for which it is



8









 




exchangeable), or otherwise (including on the happening of an event), is or could become
required to be redeemed for cash or other property or is or could become redeemable for cash or
other property at the option of the holder thereof, in whole or in part, on or prior to the first
anniversary of the stated maturity of the applicable series of Notes; or is or could become
exchangeable at the option of the holder thereof for Indebtedness at any time in whole or in part,
on or prior to the first anniversary of the stated maturity of the applicable series of Debt
Securities; provided, however, that Redeemable Stock shall not include any security
that may be exchanged or converted at the option of the holder for Capital Stock of the Company
having no preference as to dividends or liquidation over any other Capital Stock of the Company.




     “Registered Holder” means the Person in whose name a Registered Security is registered
in the Debt Security Register (as defined in Section 2.07(a)).



     “Registered Security” means any Debt Security registered as to principal and interest
in the Debt Security Register (as defined in Section 2.07(a)).



     “Registrar” has the meaning set forth in Section 2.07(a).



     “Representative” means the trustee, agent or representative (if any) for an issue of
Senior Indebtedness.



     “responsible officer”, when used with respect to the Trustee, means any Account
Manager or any officer within the corporate trust trustee administration group of the Trustee,
including any Vice President, any Assistant Vice President, any Treasurer, any Assistant Treasurer,
any trust officer or any other officer of the Trustee performing functions similar to those
performed by the persons who at the time shall be such officers, and any other officer of the
Trustee to whom corporate trust matters are referred because of his knowledge of and familiarity
with the particular subject.



     “Secured Indebtedness” means any Indebtedness of the Company secured by a Lien.



     “Securities Act” means the Securities Act of 1933.



     “Senior Indebtedness” means, as to any series of Debt Securities subordinated pursuant
to the provisions of Article XII, the Indebtedness of the Company identified as Senior Indebtedness
in the resolution of the Board of Directors and accompanying Officers’ Certificate or supplemental
Indenture setting forth the terms, including as to Subordination, of such series.



     “Significant Subsidiary” means a Subsidiary of any Person that would be a “significant
subsidiary” as defined in Rule 405 under the Securities Act as in effect on the date of this
Indenture.



     “Stated Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for
the repurchase of such security at the option of the holder thereof upon the



9









 




happening of any contingency beyond the control of the issuer unless such contingency has
occurred).




     “Subsidiary” of any Person means (i) any Person of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by any Person or one or more of the Subsidiaries of
that Person or a combination thereof, and (ii) any partnership, joint venture or other Person in
which such Person or one or more of the Subsidiaries of that Person or a combination thereof has
the power to control by contract or otherwise the board of directors or equivalent governing body
or otherwise controls such entity.



     “Temporary Cash Investments” means any of the following: (a) investments in U.S.
Government Obligations maturing within 90 days of the date of acquisition thereof, (b) investments
in time deposit accounts, certificates of deposit and money market deposits maturing within 90 days
of the date of acquisition thereof issued by a bank or trust company which is organized under the
laws of the United States, any State thereof or any foreign country recognized by the United States
having capital, surplus and undivided profits aggregating in excess of $500,000,000 (or the Dollar
Equivalent thereof) and whose long-term debt is rated “A” or higher according to Moody’s Investors
Service, Inc. (or such similar equivalent rating by at least one “nationally recognized statistical
rating organization” (as defined in Rule 436 under the Securities Act)), (c) repurchase obligations
with a term of not more than 7 days for underlying securities of the types described in clause (a)
above entered into with a bank meeting the qualifications described in clause (b) above and (d)
investments in commercial paper, maturing not more than 90 days after the date of acquisition,
issued by a corporation (other than an Affiliate of the Company) organized and in existence under
the laws of the United States or any foreign country recognized by the United States with a rating
at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s
Investors Service, Inc. or “A-1” (or higher) according to Standard and Poor’s Corporation.



     “Trade Payables” means, with respect to any Person, any accounts payable or any
Indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such
Person arising in the ordinary course of business of such Person in connection with the acquisition
of goods or services.



     “Trustee” initially means Wells Fargo Bank, National Association, and any other Person
or Persons appointed as such from time to time pursuant to Section 7.08, and, subject to the
provisions of Article VII, includes its or their successors and assigns. If at any time there is
more than one such Person, “Trustee” as used with respect to the Debt Securities of any series
shall mean the Trustee with respect to the Debt Securities of that series.



     “Trust Indenture Act” (except as herein otherwise expressly provided) means the Trust
Indenture Act of 1939 as in force at the date of this Indenture as originally executed and, to the
extent required by law, as amended.



10









 





     “United States” means the United States of America (including the States and the
District of Columbia), its territories, its possessions and other areas subject to its
jurisdiction.



     “United States Alien” means any Person who, for United States Federal income tax
purposes, is a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary
of a foreign estate or trust, or a foreign partnership one or more members of which is, for United
States Federal income tax purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.



     “U.S. Government Obligations” means direct obligations (or certificates representing
an ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of the United States of
America is pledged and which are not callable at the issuer’s option.



     “Yield to Maturity” means the yield to maturity, calculated at the time of issuance of
a series of Debt Securities, or, if applicable, at the most recent redetermination of interest on
such series and calculated in accordance with accepted financial practice.



     Section 1.02 Incorporation by Reference of Trust Indenture Act. This Indenture is
subject to the mandatory provisions of the Trust Indenture Act which are incorporated by reference
in and made a part of this Indenture. The following Trust Indenture Act terms have the following
meanings:



     “indenture securities” means the Debt Securities.



     “indenture security holder” means a Holder.



     “indenture to be qualified” means this Indenture.



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



     “obligor” on the indenture securities means the Company and any other obligor on the Debt
Securities.



     All other Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, reference to another statute or defined by rules of the Securities and Exchange
Commission have the meanings assigned to them by such definitions.



     Section 1.03 Rules of Construction. Unless the context otherwise requires:



          (a) a term has the meaning assigned to it;




          (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with
GAAP;




          (c) “or” is not exclusive;




11









 








          (d) “including” means including without limitation;




          (e) words in the singular include the plural and words in the plural include the singular;




          (f) if the applicable series of Debt Securities are subordinated pursuant to Article XII,
unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness
merely by virtue of its nature as unsecured Indebtedness;




          (g) the principal amount of any noninterest bearing or other discount security at any date
shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated
such date prepared in accordance with GAAP; and




          (h) the principal amount of any Preferred Stock shall be the greater of (i) the maximum
liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock.




ARTICLE II




DEBT SECURITIES




     Section 2.01 Forms Generally. The Debt Securities and Coupons, if any, of each series
shall be in substantially the form established without the approval of any Holder by or pursuant to
a resolution of the Board of Directors 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 the Company may deem appropriate
(and, if not contained in a supplemental Indenture entered into in accordance with Article IX, as
are not prohibited by the provisions of this Indenture) or as may be required or appropriate to
comply with any law or with any rules made pursuant thereto or with any rules of any securities
exchange on which such series of Debt Securities may be listed, or to conform to general usage, or
as may, consistently herewith, be determined by the officers executing such Debt Securities and
Coupons, as evidenced by their execution of the Debt Securities and Coupons.



     The definitive Debt Securities of each series and Coupons, if any, 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 Debt Securities and Coupons, as evidenced by their
execution of such Debt Securities and Coupons.



     Each Bearer Security and each Coupon shall bear a legend substantially to the following
effect: “Any United States Person who holds this obligation will be subject to limitations under
the United States Federal income tax laws, including the limitations provided in Sections 165(j)
and 1287(a) of the Internal Revenue Code.”



12









 





     Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s
Certificate of Authentication on all Debt Securities authenticated by the Trustee shall be in
substantially the following form:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 
	 	 	Dated:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

	 	 
	 	 	As Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Authorized Signature
	 	 






     Section 2.03 Principal Amount; Issuable in Series. The aggregate principal amount of
Debt Securities which may be issued, executed, authenticated, delivered and outstanding under this
Indenture is unlimited.



     The Debt Securities may be issued in one or more series. There shall be established, without
the approval of any Holders, in or pursuant to a resolution of the Board of Directors and set forth
in an Officers’ Certificate, or established in one or more Indentures supplemental hereto, prior to
the issuance of Debt Securities of any series any or all of the following:



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




          (b) any limit upon the aggregate principal amount of the Debt Securities of the series which
may be authenticated and delivered under this Indenture (except for Debt Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to this Article II);




          (c) the date or dates on which the principal and premium, if any, of the Debt Securities of
the series are payable;




          (d) the rate or rates (which may be fixed or variable) at which the Debt Securities of the
series shall bear interest, if any, or the method of determining such rate or rates, the date or
dates from which such interest shall accrue, the interest payment dates on which such interest
shall be payable, or the method by which such date will be determined, in the case of Registered
Securities, the record dates for the determination of Holders thereof to whom such




13









 







interest is payable; and the basis upon which interest will be calculated if other than that
of a 360-day year of twelve thirty-day months;




          (e) the place or places, if any, in addition to or instead of the corporate trust office of
the Trustee (in the case of Registered Securities) or the principal London office of the Trustee
(in the case of Bearer Securities), where the principal of, and premium, if any, and interest on,
Debt Securities of the series shall be payable;




          (f) the price or prices at which, the period or periods within which and the terms and
conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the
option of the Company or otherwise;




          (g) whether Debt Securities of the series are to be issued as Registered Securities or Bearer
Securities or both, and, if Bearer Securities are to be issued, whether Coupons will be attached
thereto, whether Bearer Securities of the series may be exchanged for Registered Securities of the
series and the circumstances under which and the places at which any such exchanges, if permitted,
may be made;




          (h) if any Debt Securities of the series are to be issued as Bearer Securities or as one or
more Global Securities representing individual Bearer Securities of the series, (i) whether the
provisions of Section 3.02 and 4.06 or other provisions for payment of additional interest or tax
redemptions shall apply and, if other provisions shall apply, such other provisions; (ii) whether
interest in respect of any portion of a temporary Bearer Security of the series (delivered pursuant
to Section 2.08) payable in respect of any interest payment date prior to the exchange of such
temporary Bearer Security for definitive Bearer Securities of the series shall be paid to any
clearing organization with respect to the portion of such temporary Bearer Security held for its
account and, in such event, the terms and conditions (including any certification requirements)
upon which any such interest payment received by a clearing organization will be credited to the
Persons entitled to interest payable on such interest payment date; and (iii) the terms upon which
a temporary Bearer Security may be exchanged for one or more definitive Bearer Securities of the
series;




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




          (j) the terms, if any, upon which the Debt Securities of the series may be convertible into or
exchanged for Common Stock, Preferred Stock (which may be represented by depositary shares), other
Debt Securities or warrants for Common Stock, Preferred Stock or Indebtedness or other securities
of any kind of the Company or any other obligor and the terms and conditions upon which such
conversion or exchange shall be effected, including the initial conversion or exchange price or
rate, the conversion or exchange period and any other provision in addition to or in lieu of those
described herein;




14









 








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




          (l) if the amount of principal of or any premium or interest on Debt Securities of the series
may be determined with reference to an index or pursuant to a formula, the manner in which such
amounts will be determined;




          (m) if the principal amount payable at the Stated Maturity of Debt Securities of the series
will not be determinable as of any one or more dates prior to such Stated Maturity, the amount
which will be deemed to be such principal amount as of any such date for any purpose, including the
principal amount thereof which will be due and payable upon any maturity other than the Stated
Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the
manner in which such deemed principal amount is to be determined); and the manner of determining
the equivalent thereof in the currency of the United States of America for purposes of the
definition of Dollar Equivalent;




          (n) any changes or additions to Article XI, including the addition of additional covenants
that may be subject to the covenant defeasance option pursuant to Section 11.02(b);




          (o) if other than such coin or Currency of the United States as at the time of payment is
legal tender for payment of public and private debts, the coin or Currency or Currencies or units
of two or more Currencies in which payment of the principal of, and premium, if any, and interest
on, Debt Securities of the series shall be payable;




          (p) if other than the principal amount thereof, the portion of the principal amount of Debt
Securities of the series which shall be payable upon declaration of acceleration of the maturity
thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02;




          (q) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the
Debt Securities of the series of any properties, assets, moneys, proceeds, securities or other
collateral, including whether certain provisions of the Trust Indenture Act are applicable and any
corresponding changes to provisions of this Indenture as currently in effect;




          (r) any addition to or change in the Events of Default with respect to the Debt Securities of
the series and any change in the right of the Trustee or the Holders to declare the principal of,
and premium and interest on, such Debt Securities due and payable;




          (s) if the Debt Securities of the series shall be issued in whole or in part in the form of a
Global Security or Securities, the terms and conditions, if any, upon which such Global Security or
Securities may be exchanged in whole or in part for other individual Debt Securities in definitive
registered form; and the Depositary for such Global Security or Securities and the form of any
legend or legends to be borne by any such Global Security or Securities in addition to or in lieu
of the legend referred to in Section 2.15;




          (t) any trustees, authenticating or paying agents, transfer agents or registrars;




15









 








          (u) the applicability or inapplicability of, and any addition to or change in the covenants
and definitions currently set forth in this Indenture or in the terms currently set forth in
Article X, including conditioning any merger, conveyance, transfer or lease permitted by Article X
upon the satisfaction of an Indebtedness coverage standard by the Company and Successor Company (as
defined in Article X);




          (v) the terms, if any, of any Guarantee of the payment of principal of, and premium, if any,
and interest on, Debt Securities of the series and any corresponding changes to the provisions of
this Indenture as currently in effect;




          (w) the subordination, if any, of the Debt Securities of the series pursuant to Article XII
and any changes or additions to Article XII;




          (x) with regard to Debt Securities of the series that do not bear interest, the dates for
certain required reports to the Trustee; and




          (y) any other terms of the Debt Securities of the series (which terms shall not be prohibited
by the provisions of this Indenture).




     All Debt Securities of any one series and the Coupons, if any, appertaining thereto shall be
substantially identical except as to denomination and except as may otherwise be provided in or
pursuant to such resolution of the Board of Directors and as set forth in such Officers’
Certificate or in any such Indenture supplemental hereto.



     Section 2.04 Execution of Debt Securities. The Debt Securities and the Coupons, if
any, shall be signed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its
President or a Vice President and by its Secretary, an Assistant Secretary, a Treasurer or an
Assistant Treasurer. Such signatures upon the Debt Securities and Coupons may be the manual or
facsimile signatures of the present or any future such authorized officers and may be imprinted or
otherwise reproduced on the Debt Securities and Coupons. 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 Debt Securities and Coupons.



     Only such Debt Securities and Coupons as shall bear thereon a certificate of authentication
substantially in the form hereinbefore recited, signed manually by the Trustee, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee upon any Debt Security or Coupon executed by the Company shall be conclusive evidence
that the Debt Security or Coupon so authenticated has been duly authenticated and delivered
hereunder.



     In case any officer of the Company who shall have signed any of the Debt Securities or Coupons
shall cease to be such officer before the Debt Securities or Coupons so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such Debt Securities or
Coupons nevertheless may be authenticated and delivered or disposed of as though the Person who
signed such Debt Securities or Coupons had not ceased to be such officer of the Company; and any
Debt Security or Coupon may be signed on behalf of the Company by such



16









 




Persons as, at the actual date of the execution of such Debt Security or Coupon, shall be the
proper officers of the Company, although at the date of such Debt Security or Coupon or of the
execution of this Indenture any such Person was not such officer.




     Section 2.05 Authentication and Delivery of Debt Securities. At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Debt
Securities, with appropriate Coupons, if any, of any series executed by the Company to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver said Debt Securities
and Coupons to or upon a Company Order. In authenticating such Debt Securities and Coupons, and
accepting the additional responsibilities under this Indenture in relation to such Debt Securities
and Coupons, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully
protected in relying upon:



          (a) a copy of any resolution or resolutions of the Board of Directors, certified by the
Secretary or Assistant Secretary of the Company, authorizing the terms of issuance of any series of
Debt Securities and Coupons;




          (b) an executed supplemental Indenture, if any;




          (c) an Officers’ Certificate; and




          (d) an Opinion of Counsel prepared in accordance with Section 13.05 which shall also state:





          (i) that the form of such Debt Securities and Coupons has been established by or
pursuant to a resolution of the Board of Directors or by a supplemental Indenture as
permitted by Section 2.01 in conformity with the provisions of this Indenture;




          (ii) that the terms of such Debt Securities and Coupons have been established by or
pursuant to a resolution of the Board of Directors or by a supplemental Indenture as
permitted by Section 2.03 in conformity with the provisions of this Indenture;




          (iii) that such Debt Securities and Coupons, 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 valid and legally binding obligations of the
Company, enforceable in accordance with their terms except as (A) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally and (B) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability;




          (iv) that the Company has the corporate power to issue such Debt Securities and Coupons
and has duly taken all necessary corporate action with respect to such issuance;



17









 






          (v) that the issuance of such Debt Securities and Coupons will not contravene the
charter or by-laws of the Company or result in any material violation of any of the terms or
provisions of any law or regulation or of any indenture, mortgage or other agreement known
to such counsel by which the Company is bound;




          (vi) that authentication and delivery of such Debt Securities and Coupons and the
execution and delivery of any supplemental Indenture will not violate the terms of this
Indenture; and




          (vii) such other matters as the Trustee may reasonably request.



     Such Opinion of Counsel need express no opinion as to whether a court in the United States
would render a money judgment in a currency other than that of the United States.



     The Trustee shall have the right to decline to authenticate and deliver any Debt Securities or
Coupons under this Section 2.05 if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee in good faith by its board of directors or
trustees, executive committee or a trust committee of directors, trustees or vice presidents shall
determine that such action would expose the Trustee to personal liability to existing Holders.



     The Trustee may appoint an authenticating agent reasonably acceptable to the Company to
authenticate Debt Securities and Coupons, if any, of any series. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Debt Securities whenever the Trustee may
do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by such agent. An authenticating agent has the same rights as any Registrar, paying agent or agent
for service of notices and demands.



     Unless otherwise provided in the form of Debt Security for any series, each Debt Security
shall be dated the date of its authentication.



     Section 2.06 Denomination of Debt Securities. Unless otherwise provided in the form
of Debt Security for any series, the Debt Securities of each series shall be issuable only as
Registered Securities in such denominations as shall be specified or contemplated by Section 2.03.
In the absence of any such specification with respect to the Debt Securities of any series, the
Debt Securities of such series shall be issuable in denominations of $1,000 and any integral
multiple thereof.



     Section 2.07 Registration of Transfer and Exchange. (a) The Company shall keep or
cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter
collectively referred to as the “Debt Security Register”), in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Registered
Securities and the transfer of Registered Securities as in this Article II provided. At all
reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject
to Section 2.15, upon due presentment for registration of transfer of any Registered Security at
any office or agency to be maintained by the Company in accordance with the provisions of Section
4.02, the Company shall execute and the Trustee shall authenticate and deliver in the



18









 




name of the transferee or transferees a new Registered Security or Registered Securities of
authorized denominations for a like aggregate principal amount. In no event may Registered
Securities, including Registered Securities received in exchange for Bearer Securities, be
exchanged for Bearer Securities.




     Unless and until otherwise determined by the Company by resolution of the Board of Directors,
the register of the Company for the purpose of registration, exchange or registration of transfer
of the Registered Securities shall be kept at the corporate trust office of the Trustee and, for
this purpose, the Trustee shall be designated “Registrar”.



     Registered Securities of any series (other than a Global Security, except as set forth below)
may be exchanged for a like aggregate principal amount of Registered Securities of the same series
of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged
shall be surrendered at the office or agency to be maintained by the Company as provided in Section
4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor the Registered Security or Registered Securities which the Holder making the exchange
shall be entitled to receive.



     At the option of the Holder of Bearer Securities of any series, except as otherwise specified
as contemplated by Section 2.03(h) or 2.03(s) with respect to a Global Security representing Bearer
Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the
Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the
same series, of any authorized denomination or denominations, of like tenor and aggregate principal
amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the
Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default
thereto appertaining; provided, however, that delivery of a Bearer Security shall
occur only outside the United States. If such Holder is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such
Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the
Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of them and any
paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such
missing Coupon in respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that, except as
otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon
presentation and surrender of those Coupons at an office or agency located outside the United
States.



     Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange
is entitled to receive.



19









 





     Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities
will be subject to the provisions of United States income tax laws and regulations applicable to
Debt Securities in effect at the time of such exchange.



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



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



     No service charge shall be made for any exchange or registration of transfer of Debt
Securities (except as provided by Section 2.09), but the Company may require payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in
relation thereto, other than those expressly provided in this Indenture to be made at the Company’s
own expense or without expense or without charge to the Holders.



     The Company shall not be required (i) to issue, register the transfer of or exchange any Debt
Securities for a period of 15 days next preceding any mailing of notice of redemption of Debt
Securities of such series or (ii) to register the transfer of or exchange any Debt Securities
selected, called or being called for redemption; provided, however, that, if
specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for
Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the
extent permitted by applicable law, be exchanged for one or more Registered Securities of such
series during the period preceding the redemption date therefor.



     Prior to the due presentation for registration of transfer of any Debt Security, the Company,
the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt
Security is registered as the absolute owner of such Debt Security for the purpose of receiving
payment of principal of, and premium, if any, and interest on, such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the
Trustee, any paying agent or Registrar shall be affected by notice to the contrary.



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



     Section 2.08 Temporary Debt Securities. Pending the preparation of definitive Debt
Securities of any series, the Company may execute and the Trustee shall authenticate and deliver
temporary Debt Securities (printed, lithographed, photocopied, typewritten or otherwise produced)
of any authorized denomination, and substantially in the form of the definitive Debt



20









 




Securities in lieu of which they are issued, in registered form or, if authorized, in bearer
form with one or more Coupons or without Coupons, and with such omissions, insertions and
variations as may be appropriate for temporary Debt Securities and Coupons, all as may be
determined by the Company with the concurrence of the Trustee. Temporary Debt Securities and
Coupons may contain such reference to any provisions of this Indenture as may be appropriate.
Every temporary Debt Security shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like effect, as the
definitive Debt Securities.




     If temporary Debt Securities of any series are issued, the Company will cause definitive Debt
Securities of such series to be prepared without unreasonable delay. Except as otherwise specified
as contemplated by Section 2.03(h)(iii) with respect to a series of Debt Securities issuable as
Bearer Securities or as one or more Global Securities representing individual Bearer Securities of
the series, (a) after the preparation of definitive Debt Securities of such series, the temporary
Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series
upon surrender of the temporary Debt Securities of such series at the office or agency of the
Company at a Place of Payment for such series, without charge to the Holder thereof, except as
provided in Section 2.07 in connection with a transfer and except that a Person receiving
definitive Bearer Securities shall bear the cost of insurance, postage, transportation and the like
unless otherwise specified pursuant to Section 2.03, and (b) upon surrender for cancellation of any
one or more temporary Debt Securities of any series (accompanied by any unmatured Coupons
appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the same series of
authorized denominations and of like tenor; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered Security; and
provided, further, however, that delivery of a Global Security representing
individual Bearer Securities or a Bearer Security shall occur only outside the United States.
Until so exchanged, temporary Debt Securities of any series shall in all respects be entitled to
the same benefits under this Indenture as definitive Debt Securities of such series, except as
otherwise specified as contemplated by Section 2.03(h)(ii) with respect to the payment of interest
on Global Securities in temporary form.



     Unless otherwise specified pursuant to Section 2.03, the Company will execute and deliver each
definitive Global Security representing individual Bearer Securities and each Bearer Security to
the Trustee at its principal office in London or such other place outside the United States
specified pursuant to Section 2.03.



     Upon any exchange of a portion of a temporary Global Security for a definitive Global Security
or for the individual Debt Securities represented thereby pursuant to Section 2.07 or this Section
2.08, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of
the principal amount evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount to be exchanged and endorsed.



21









 





     Section 2.09 Mutilated, Destroyed, Lost or Stolen Debt Securities. If (a) any
mutilated Debt Security or any mutilated Coupon with the Coupon Security to which it appertains
(and all unmatured Coupons attached thereto) is surrendered to the Trustee at its corporate trust
office (in the case of Registered Securities) or at its principal London office (in the case of
Bearer Securities) or (b) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or any Coupon, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each of them
and any paying agent harmless, and neither the Company nor the Trustee receives notice that such
Debt Security or Coupon has been acquired by a bona fide purchaser, then the Company shall execute
and, upon a Company Order, the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Debt Security or in exchange for the Coupon
Security to which such mutilated, destroyed, lost or stolen Coupon appertained, a new Debt Security
of the same series of like tenor, form, terms and principal amount, bearing a number not
contemporaneously Outstanding, and, in the case of a Coupon Security, with such Coupons attached
thereto that neither gain nor loss in interest shall result from such exchange or substitution.
Upon the issuance of any substituted Debt Security, the Company may require the payment of a sum
sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in
relation thereto and any other expenses connected therewith. In case any Debt Security or Coupon
which has matured or is about to mature or which has been called for redemption shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Debt
Security or Coupon, pay or authorize the payment of the same (without surrender thereof except in
the case of a mutilated Debt Security or Coupon) if the applicant for such payment shall furnish
the Company and the Trustee with such security or indemnity as either may require to save it
harmless from all risk, however remote, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of such Debt Security
or Coupon and of the ownership thereof; provided, however, that payment of
principal of, and premium, if any, and interest on, Bearer Securities or Coupons shall, except as
otherwise provided in Section 2.12, be payable only at an office or agency located outside the
United States.



     Every substituted Debt Security of any series, with its Coupons, if any, issued pursuant to
the provisions of this Section 2.09 by virtue of the fact that any Debt Security or Coupon is
destroyed, lost or stolen shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Debt Security or Coupon shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Debt Securities of that series and Coupons, if any, duly issued hereunder. All
Debt Securities and Coupons, if any, shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Debt Securities or Coupons, and shall preclude any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with
respect to the replacement or payment of negotiable instruments or other securities without their
surrender.



     Section 2.10 Cancellation of Surrendered Debt Securities. All Debt Securities
surrendered for payment, redemption, registration of transfer or exchange and all Coupons




22











 




surrendered for payment or exchange shall, if surrendered to the Company or any paying agent
or a Registrar, be delivered to the Trustee for cancellation by it, or if surrendered to the
Trustee, shall be canceled by it, and no Debt Securities or Coupons shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All canceled Debt
Securities and Coupons held by the Trustee shall be destroyed (subject to the record retention
requirements of the Exchange Act) and certification of their destruction delivered to the Company,
unless otherwise directed. On request of the Company, the Trustee shall deliver to the Company
canceled Debt Securities and Coupons held by the Trustee. If the Company shall acquire any of the
Debt Securities or Coupons, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until the same are delivered or
surrendered to the Trustee for cancellation. The Company may not issue new Debt Securities or
Coupons to replace Debt Securities or Coupons it has redeemed, paid or delivered to the Trustee for
cancellation.




     Section 2.11 Provisions of the Indenture and Debt Securities for the Sole Benefit of the
Parties and the Holders. Nothing in this Indenture or in the Debt Securities or Coupons,
expressed or implied, shall give or be construed to give to any Person, other than the parties
hereto, the Holders or any Registrar or paying agent, any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or provision herein
contained; all its covenants, conditions and provisions being for the sole benefit of the parties
hereto, the Holders and any Registrar and paying agents.



     Section 2.12 Payment of Interest; Interest Rights Preserved. (a) Interest on any
Registered Security that is payable and is punctually paid or duly provided for on any interest
payment date shall be paid to the Person in whose name such Registered Security is registered at
the close of business on the regular record date for such interest notwithstanding the cancellation
of such Registered Security upon any transfer or exchange subsequent to the regular record date.
In case a Coupon Security of any series is surrendered in exchange for a Registered Security of
such series after the close of business (at an office or agency in a Place of Payment for such
series) on any regular record date and before the opening of business (at such office or agency) on
the next succeeding interest payment date, such Coupon Security shall be surrendered without the
Coupon relating to such interest payment date and interest will not be payable on such interest
payment date in respect of the Registered Security issued in exchange for such Coupon Security, but
will be payable only to the Holder of such Coupon when due in accordance with the provisions of
this Indenture. Payment of interest on Registered Securities shall be made at the corporate trust
office of the Trustee (except as otherwise specified pursuant to Section 2.03), or at the option of
the Company, by check mailed to the address of the Person entitled thereto as such address shall
appear in the Debt Security Register or, if provided pursuant to Section 2.03 and in accordance
with arrangements satisfactory to the Trustee, at the option of the Registered Holder by wire
transfer to an account designated by the Registered Holder.



          (b) No interest shall be payable with respect to a Bearer Security or Coupon unless such
certification requirements as are specified pursuant to Section 2.03(h)(iii) are satisfied with
respect to such Bearer Security or Coupon. Interest on any Coupon Security that is payable and is
punctually paid or duly provided for on any interest payment date shall be paid to




23









 







the Holder of
the Coupon that has matured on such interest payment date upon surrender of such
Coupon on such interest payment date at the principal London office of the Trustee or at such
other Place of Payment outside the United States specified pursuant to Section 2.03.




     Interest on any Bearer Security (other than a Coupon Security) that is payable and is
punctually paid or duly provided for on any interest payment date shall be paid to the Holder of
the Bearer Security upon presentation of such Bearer Security and notation thereon on such interest
payment date at the principal London office of the Trustee or at such other Place of Payment
outside the United States specified pursuant to Section 2.03.



     Unless otherwise specified pursuant to Section 2.03, at the direction of the Holder of any
Bearer Security or Coupon payable in Dollars, and subject to applicable laws and regulations,
payments in respect of such Bearer Security or Coupon will be made by check drawn on a bank in New
York, New York, or, in accordance with arrangements satisfactory to the Trustee, by wire transfer
to a Dollar account maintained by such Holder with a bank outside the United States. If such
payment at the offices of all paying agents outside the United States becomes illegal or is
effectively precluded because of the imposition of exchange controls or similar restrictions on the
full payment or receipt of such amounts in Dollars, then, to the extent permitted by United States
tax law, the Company will appoint an office or agent in the United States at which such payment may
be made. Unless otherwise specified pursuant to Section 2.03, at the direction of the Holder of
any Bearer Security or Coupon payable in a Foreign Currency, payment on such Bearer Security or
Coupon will be made by a check drawn on a bank outside the United States or, in accordance with
arrangements satisfactory to the Trustee, by wire transfer to an appropriate account maintained by
such Holder outside the United States. Except as provided in this paragraph, no payment on any
Bearer Security or Coupon will be made by mail to an address in the United States or by transfer to
an account in the United States.



          (c) Subject to the foregoing provisions of this Section 2.12 and Section 2.17, each Debt
Security of a particular series delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other Debt Security.




     Section 2.13 Securities Denominated in Foreign Currencies. (a) Except as otherwise
specified pursuant to Section 2.03 for Bearer Securities of any series, payment of the principal
of, and premium, if any, and interest on, Bearer Securities of such series denominated in any
Currency will be made in such Currency.



          (b) Except as otherwise specified pursuant to Section 2.03 for Registered Securities of any
series, payment of the principal of, and premium, if any, and interest on, Registered Securities of
such series will be made in Dollars.




          (c) For the purposes of calculating the principal amount of Debt Securities of any series
denominated in a Foreign Currency or in units of two or more Foreign Currencies (including European
Currency Units) for any purpose under this Indenture, the principal amount




24









 







of such Debt Securities
at any time Outstanding shall be deemed to be the Dollar Equivalent of such principal amount as of
the date of any such calculation.




     In the event any Foreign Currency or currencies or units of two or more Currencies in which
any payment with respect to any series of Debt Securities may be made ceases to be a freely
convertible Currency on United States Currency markets, for any date thereafter on which payment of
principal of, or premium, if any, or interest on, the Debt Securities of a series is due, the
Company shall select the Currency of payment for use on such date, all as provided in the Debt
Securities of such series. In such event, the Company shall, as provided in the Debt Securities of
such series, notify the Trustee of the Currency which it has selected to constitute the funds
necessary to meet the Company’s obligations on such payment date and of the amount of such Currency
to be paid. Such amount shall be determined as provided in the Debt Securities of such series.
The payment to the Trustee with respect to such payment date shall be made by the Company solely in
the Currency so selected.



     Section 2.14 Wire Transfers. Notwithstanding any other provision to the contrary in
this Indenture, the Company may make any payment of monies required to be deposited with the
Trustee on account of principal of, or premium, if any, or interest on, the Debt Securities
(whether pursuant to optional or mandatory redemption payments, interest payments or otherwise) by
wire transfer in immediately available funds to an account designated by the Trustee on or before
the date such moneys are to be paid to the Holders of the Debt Securities in accordance with the
terms hereof.



     Section 2.15 Securities Issuable in the Form of a Global Security. (a) If the Company
shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities of a particular series
are to be issued in whole or in part in the form of one or more Global Securities, then the Company
shall execute and the Trustee or its agent shall, in accordance with Section 2.05, authenticate and
deliver, such Global Security or Securities, which (i) shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, the Outstanding Debt Securities of such
series to be represented by such Global Security or Securities, or such portion thereof as the
Company shall specify in an Officer’s Certificate, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the
Trustee or its agent to the Depositary or pursuant to the Depositary’s instruction and (iv) shall
bear a legend substantially to the following effect: ‘UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW
YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



25









 





     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF’, or such other legend as may then be required by the Depositary for such Global Security or
Securities.



          (b) Notwithstanding any other provision of this Section 2.15 or of Section 2.07 to the
contrary, and subject to the provisions of paragraph (c) below, unless the terms of a Global
Security expressly permit such Global Security to be exchanged in whole or in part for definitive
Debt Securities in registered form, a Global Security may be transferred, in whole but not in part
and in the manner provided in Section 2.07, only by the Depositary to a nominee of the Depositary
for such Global Security, or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary, or by the Depositary or a nominee of the Depositary to a successor Depositary for
such Global Security selected or approved by the Company, or to a nominee of such successor
Depositary.




          (c) (i) If at any time the Depositary for a Global Security or Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Security or Securities or
if at any time the Depositary for the Debt Securities for such series shall no longer be eligible
or in good standing under the Exchange Act or other applicable statute, rule or regulation, the
Company shall appoint a successor Depositary with respect to such Global Security or Securities.
If a successor Depositary for such Global Security or Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company shall execute, and the Trustee or its agent, upon receipt of a Company Order for the
authentication and delivery of such individual Debt Securities of such series in exchange for such
Global Security, will authenticate and deliver, individual Debt Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to the principal amount
of the Global Security in exchange for such Global Security or Securities.





          (ii) The Company may at any time and in its sole discretion determine that the Debt
Securities of any series or portion thereof issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or Securities. In
such event the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of individual Debt Securities of such series in exchange in
whole or in part for such Global Security, will authenticate and deliver individual Debt
Securities of such series of like tenor and terms in definitive form in an aggregate
principal amount equal to the principal amount of such series or portion thereof in exchange
for such Global Security or Securities.




          (iii) If specified by the Company pursuant to Sections 2.01 and 2.03 with respect to
Debt Securities issued or issuable in the form of a Global Security, the Depositary for such
Global Security may surrender such Global Security in exchange in



26









 







whole or in part for
individual Debt Securities of such series of like tenor and terms in definitive form on such
terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon the
Company shall execute, and the Trustee or its agent upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series shall authenticate
and deliver, without service charge, (A) to
each Person specified by such Depositary a new Debt Security or Securities of the same
series of like tenor and terms and of any authorized denomination as requested by such
Person in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security; and (B) to such Depositary a new Global Security of like
tenor and terms and in an authorized denomination equal to the difference, if any, between
the principal amount of the surrendered Global Security and the aggregate principal amount
of Debt Securities delivered to Holders thereof.




          (iv) In any exchange provided for in any of the preceding three paragraphs, the Company
will execute and the Trustee or its agent will authenticate and deliver individual Debt
Securities. In case a Coupon Security of any series is surrendered in exchange for a
Registered Security of such series after the close of business (at an office or agency in a
Place of Payment for such series) on any special record date and before the opening of
business (at such office or agency) on the related proposed date of payment of Defaulted
Interest, such Coupon Security shall be surrendered without the Coupon relating to such
proposed date of payment and Defaulted Interest will not be payable on such proposed date of
payment in respect of the Registered Security issued in exchange for such Coupon Security,
but will be payable only to the Holder of such Coupon when due in accordance with the
provisions of this Indenture. Upon the exchange of the entire principal amount of a Global
Security for individual Debt Securities, such Global Security shall be canceled by the
Trustee or its agent. Except as provided in the preceding paragraph, Registered Securities
issued in exchange for a Global Security pursuant to this Section 2.15 shall be registered
in such names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall deliver
such Registered Securities to the Persons in whose names such Registered Securities are so
registered.




          (v) Payments in respect of the principal of and interest on any Debt Securities
registered in the name of the Depositary or its nominee will be payable to the Depositary or
such nominee in its capacity as the registered owner of such Global Security. The Company
and the Trustee may treat the Person in whose name the Debt Securities, including the Global
Security, are registered as the owner thereof for the purpose of receiving such payments and
for any and all other purposes whatsoever. None of the Company, the Trustee, any Registrar,
the paying agent or any agent of the Company or the Trustee will have any responsibility or
liability for (A) any aspect of the records relating to or payments made on account of the
beneficial ownership interests of the Global Security by the Depositary or its nominee or
any of the Depositary’s direct or indirect participants, or for maintaining, supervising or
reviewing any records of the Depositary, its nominee or any of its direct or indirect
participants relating to the



27









 







beneficial ownership interests of the Global Security, (B) the
payments to the beneficial owners of the Global Security of amounts paid to the Depositary
or its nominee, or (C) any other matter relating to the actions and practices of the
Depositary, its nominee or any of its direct or indirect participants. None of the Company,
the Trustee or any such agent will be liable for any delay by the Depositary, its nominee,
or any of its direct or indirect participants in identifying the beneficial owners of the
Debt Securities, and the
Company and the Trustee may conclusively rely on, and will be protected in relying on,
instructions from the Depositary or its nominee for all purposes (including with respect to
the registration and delivery, and the respective principal amounts, of the Debt Securities
to be issued).



     The Trustee shall deliver individual Bearer Securities issued in exchange for a Global
Security pursuant to this Section 2.15 to the Persons and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee; provided, however, that
individual Bearer Securities shall be delivered in exchange for a Global Security only in
accordance with the procedures as may be specified pursuant to Section 2.03.



     Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities
will be subject to the provisions of United States income tax laws and regulations applicable to
debt Securities in effect at the time of such exchange.



     Section 2.16 Medium Term Securities. Notwithstanding any contrary provision herein,
if all Debt Securities of a series are not to be originally issued at one time, it shall not be
necessary for the Company to deliver to the Trustee an Officers’ Certificate, resolutions of the
Board of Directors, supplemental Indenture, Opinion of Counsel or written order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time
of authentication of each Debt Security of such series if such documents are delivered to the
Trustee or its agent at or prior to the authentication upon original issuance of the first such
Debt Security of such series to be issued; provided, that any subsequent request by the
Company to the Trustee to authenticate Debt Securities of such series upon original issuance shall
constitute a representation and warranty by the Company that, as of the date of such request, the
statements made in the Officers’ Certificate delivered pursuant to Section 2.05 or 13.05 shall be
true and correct as if made on such date and that the Opinion of Counsel delivered at or prior to
such time of authentication of an original issuance of Debt Securities shall specifically state
that it shall relate to all subsequent issuances of Debt Securities of such series that are
identical to the Debt Securities issued in the first issuance of Debt Securities of such series.



     A Company Order delivered by the Company to the Trustee in the circumstances set forth in the
preceding paragraph, may provide that Debt Securities which are the subject thereof will be
authenticated and delivered by the Trustee or its agent on original issue from time to time upon
the telephonic or written order of Persons designated in such written order (any such telephonic
instructions to be promptly confirmed in writing by such Person) and that such Persons are
authorized to determine, consistent with the Officers’ Certificate, supplemental Indenture or
resolution of the Board of Directors relating to such written order, such terms and



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conditions of
such Debt Securities as are specified in such Officers’ Certificate, supplemental Indenture or such
resolution.




     Section 2.17 Defaulted Interest. (a) Any interest on any Debt Security of a
particular series which is payable, but is not punctually paid or duly provided for, on the dates
and in the manner provided in the Debt Securities of such series and in this Indenture (herein
called “Defaulted Interest”) shall, if such Debt Security is a Registered Security, forthwith cease
to be
payable to the Registered Holder thereof on the relevant record date by virtue of having been
such Registered Holder, and such Defaulted Interest (plus interest on such Defaulted Interest to
the extent lawful) may be paid by the Company, at its election in each case, as provided in clause
(i) or (ii) below:




          (i) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Registered Securities of such series 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 promptly notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Registered 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 pre-paid, to each Holder thereof at its
address as it appears in the Security Register, not less than 10 days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest and the special
record date therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Registered Securities of such series are registered at the close
of business on such special record date. In case a Coupon Security of any such series is
surrendered in exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any special record date
and before the opening of business (at such office or agency) on the related proposed date
of payment of Defaulted Interest, such Coupon Security shall be surrendered without the
Coupon relating to such proposed date of payment and Defaulted Interest will not be payable
on such proposed date of payment in respect of the Registered Security issued in exchange
for such Coupon Security, but will be payable only to the Holder of such Coupon when due in
accordance with the provisions of this Indenture.



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          (ii) The Company may make payment of any Defaulted Interest on the Registered
Securities of such series in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Registered Securities of such series 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.



          (b) Any Defaulted Interest payable in respect of Bearer Securities of any series shall be
payable pursuant to such procedures as may be satisfactory to the Trustee in such manner that there
is no discrimination between the Holders of Registered Securities (if any) and Bearer Securities of
such series, and notice of the payment date therefor shall be given by the Trustee, in the name and
at the expense of the Company, in the manner provided in Section 13.03 not more than 25 days and
not less than 20 days prior to the date of the proposed payment.




     Section 2.18 Judgments. The Company may provide pursuant to Section 2.03 for Debt
Securities of any series that (a) the obligation, if any, of the Company to pay the principal of,
and premium, if any, and interest on, the Debt Securities of any series in a Foreign Currency or
Dollars (the “Designated Currency”) as may be specified pursuant to Section 2.03 is of the essence
and agrees that, to the fullest extent possible under applicable law, judgments in respect of Debt
Securities of such series shall be given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the principal of, and premium, if any, and
interest on, such Debt Securities shall, notwithstanding any payment in any other Currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the
Designated Currency that the Holder receiving such payment may, in accordance with normal banking
procedures, purchase with the sum paid in such other Currency (after any premium and cost of
exchange) on the business day in the country of issue of the Designated Currency or in the
international banking community (in the case of a composite currency) immediately following the day
on which such Holder receives such payment; (c) if the amount in the Designated Currency that may
be so purchased for any reason falls short of the amount originally due, the Company shall pay such
additional amounts as may be necessary to compensate for such shortfall; and (d) any obligation of
the Company not discharged by such payment shall be due as a separate and independent obligation
and, until discharged as provided herein, shall continue in full force and effect.



     Section 2.19 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 accuracy 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. The Company will promptly notify the Trustee of any
change in the “CUSIP” numbers.



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ARTICLE III




REDEMPTION OF DEBT SECURITIES




     Section 3.01 Applicability of Article. The provisions of this Article shall be
applicable to the Debt Securities of any series which are redeemable before their Stated Maturity
except as otherwise specified as contemplated by Section 2.03 for Debt Securities of such series.



     Section 3.02 Tax Redemption; Special Tax Redemption. (a) Unless otherwise specified
pursuant to Section 2.03, Bearer Securities of any series may be redeemed at the option
of the Company in whole, but not in part, at any time, on giving not less than 30 or more than
60 days’ notice in accordance with Section 3.03 (which notice shall be irrevocable), at the
redemption price thereof (calculated without premium), if the Company has or will become obligated
to pay additional interest on such Bearer Securities pursuant to Section 4.06 as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the
United States or any political subdivision or taxing authority thereof or therein, or any change in
the application or official interpretation of such laws, regulations or rulings, which change or
amendment becomes effective on or after the date on which any Person (including any Person acting
as underwriter, broker or dealer) agrees to purchase any of such Bearer Securities pursuant to
their original issuance, and such obligation cannot be avoided by the Company taking reasonable
measures available to it; provided, that no such notice of redemption shall be given
earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such
additional interest were a payment in respect of the Bearer Securities of that series then due.
Prior to the publication of any notice of redemption pursuant to this Section 3.02(a), the Company
shall deliver to the Trustee (i) an Officers’ Certificate stating that the Company is entitled to
effect such redemption and setting forth a statement of facts showing that the conditions precedent
to the right of the Company so to redeem have occurred and (ii) an Opinion of Counsel to the effect
that the Company has or will become obligated to pay such additional interest as a result of such
change or amendment.



          (b) Unless otherwise specified pursuant to Section 2.03, if the Company shall determine that
any payment made outside the United States by the Company or any of its paying agents in respect of
any Bearer Security or Coupon would, under any present or future laws or regulations of the United
States, be subject to any certification, documentation, information or other reporting requirement
of any kind, the effect of which requirement is the disclosure to the Company, any paying agent or
any governmental authority of the nationality, residence or identity of a beneficial owner of such
Bearer Security or Coupon that is a United States Alien (other than such a requirement (i) that
would not be applicable to a payment made by the Company or any one of its paying agents (A)
directly to the beneficial owner or (B) to a custodian, nominee or other agent of the beneficial
owner, or (ii) that can be satisfied by such custodian, nominee or other agent certifying to the
effect that the beneficial owner is a United States Alien; provided, that, in any case
referred to in clause (i)(B) or (ii), payment by the custodian, nominee or agent to the beneficial
owner is not otherwise subject to any such requirement), then the Company shall elect either (A) to
redeem such Bearer Security or Coupon in whole, but not in part, at the redemption price thereof
(calculated without premium) or (B) if




31









 







the conditions of the next succeeding paragraph are
satisfied, to pay the additional interest specified in such paragraph. The Company shall make such
determination as soon as practicable and publish prompt notice thereof (the “Determination
Notice”), stating the effective date of such certification, documentation, information or other
reporting requirement, whether the Company elects to redeem the Bearer Security or Coupon or to pay
the additional interest specified in the next succeeding paragraph and (if applicable) the last
date by which the redemption of the Bearer Security or Coupon must take place, as provided in the
next succeeding sentence. If any Bearer Security or Coupon is to be redeemed pursuant to this
paragraph, the redemption shall take place on such date, not later than one year after the
publication of the Determination Notice, as the Company shall specify by notice given to the
Trustee at least 60 days before the redemption date. Notice of such redemption shall be given by
the Company to the Holders of the Bearer Security
or Coupon not more than 60 days or less than 30 days prior to the redemption date.
Notwithstanding the foregoing, the Company shall not so redeem the Bearer Security or Coupon if the
Company shall subsequently determine, not less than 30 days prior to the redemption date, that
subsequent payments on the Bearer Security or Coupon would not be subject to any such
certification, documentation, information or other reporting requirement, in which case the Company
shall publish prompt notice of such subsequent determination, and any earlier redemption notice
given pursuant to this paragraph shall be revoked and of no further effect. Prior to the
publication of any Determination Notice pursuant to this paragraph, the Company shall deliver to
the Trustee (1) an Officers’ Certificate stating that the Company is entitled to make such
determination and setting forth a statement of facts showing that the conditions precedent to the
obligation of the Company to redeem the Bearer Security or Coupon or to pay the additional interest
specified in the next succeeding paragraph have occurred and (2) an Opinion of Counsel to the
effect that such conditions have occurred.




     If and so long as the certification, documentation, information or other reporting requirement
referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding
tax or similar charge, the Company may elect to pay as additional interest such amounts as may be
necessary so that every net payment made outside the United States following the effective date of
such requirement by the Company or any of its paying agents in respect of any Bearer Security or
Coupon of which the beneficial owner is a United States Alien (but without any requirement that the
nationality, residence or identity of such beneficial owner be disclosed to the Company, any paying
agent or any governmental authority), after deduction or withholding for or on account of such
backup withholding tax or similar charge that (x) would not be applicable in the circumstances
referred to in the parenthetical clause of the first sentence of the preceding paragraph or (y) is
imposed as a result of presentation of any such Bearer Security or Coupon for payment more than 15
days after the date on which such payment became due and payable or on which payment thereof was
duly provided for, whichever occurred later), will not be less than the amount provided in any such
Bearer Security or Coupon to be then due and payable. If the Company elects to pay additional
interest pursuant to this paragraph, the Company shall have the right to redeem the Bearer Security
or Coupon at any time in whole, but not in part, at the redemption price thereof (calculated
without premium), subject to the provisions of the last three sentences of the immediately
preceding paragraph. If the Company elects to pay additional interest pursuant to this paragraph
and the condition specified in the first sentence of this paragraph should no longer be satisfied,
then the Company



32









 




shall redeem the Bearer Security or Coupon in whole, but not in part, at the
redemption price thereof (calculated without premium), subject to the provisions of the last three
sentences of the immediately preceding paragraph. Any redemption payments made by the Company
pursuant to the two immediately preceding sentences shall be subject to the continuing obligation
of the Company to pay additional interest pursuant to this paragraph. If the Company elects to, or
is required to, redeem the Bearer Security or Coupon pursuant to this paragraph, it shall publish
prompt notice thereof. If the Bearer Security or Coupon is to be redeemed pursuant to this
paragraph, the redemption shall take place on such date, not later than one year after publication
of the notice of redemption, as the Company shall specify by notice to the Trustee at least 60 days
prior to the redemption date.




     Section 3.03 Notice of Redemption; Selection of Debt Securities. In case the Company
shall desire to exercise the right to redeem all or, as the case may be, any part of the Debt
Securities of any series in accordance with their terms, a resolution of the Board of Directors of
the Company or a supplemental Indenture, the Company shall fix a date for redemption and shall give
notice of such redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in
part, in the manner provided in Section 13.03. The notice if given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the Holder receives such
notice. In any case, failure to give such notice or any defect in the notice to the Holder of any
Debt Security of a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Debt Security of such series.



     Each such notice of redemption shall specify the date fixed for redemption, the redemption
price at which Debt Securities of such series are to be redeemed, the Place or Places of Payment
that payment will be made upon presentation and surrender of such Debt Securities, that any
interest accrued to the date fixed for redemption will be paid as specified in said notice, that
the redemption is for a sinking fund payment (if applicable), that, unless otherwise specified in
such notice, Coupon Securities of any series, if any, surrendered for redemption must be
accompanied by all Coupons maturing subsequent to the date fixed for redemption, failing which the
amount of any such missing Coupon or Coupons will be deducted from the redemption price, if the
Bearer Securities of any series are to be redeemed and any Registered Securities of such series are
not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not
subject to redemption on the applicable redemption date pursuant to Section 2.15(c) or otherwise,
the last date on which such exchanges may be made, that, if the Company defaults in making such
redemption payment or if the Debt Securities of that series are subordinated pursuant to the terms
of Article XII, the paying agent is prohibited from making such payment pursuant to the terms of
this Indenture, that on and after said date any interest thereon or on the portions thereof to be
redeemed will cease to accrue, that in the case of Original Issue Discount Securities original
issue discount accrued after the date fixed for redemption will cease to accrue, the terms of the
Debt Securities of that series pursuant to which the Debt Securities of that series are being
redeemed and that no representation is made as to the correctness or accuracy of the CUSIP number,
if any, listed in such notice or printed on the Debt Securities of that series. If less than all
the Debt Securities of a series are to be redeemed the



33









 




notice of redemption shall specify the CUSIP
numbers of the Debt Securities of that series to be redeemed. In case any Debt Security of a
series is to be redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that
series in principal amount equal to the unredeemed portion thereof, and in the case of a Bearer
Security with appropriate Coupons, if any, will be issued.




     At least 60 days before the redemption date unless the Trustee consents to a shorter period,
the Company shall give notice to the Trustee of the redemption date, the principal amount of Debt
Securities to be redeemed and the series and terms of the Debt Securities pursuant to which such
redemption will occur. Such notice shall be accompanied by an Officers’ Certificate and an Opinion
of Counsel from the Company to the effect that such redemption will
comply with the conditions herein. If fewer than all the Debt Securities of a series are to
be redeemed, the record date relating to such redemption shall be selected by the Company and given
to the Trustee, which record date shall be not less than 15 days after the date of notice to the
Trustee.



     On or prior to the redemption date for any Registered Securities, 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) an amount of money in the Currency in which such Debt Securities are
denominated (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of
such Registered Securities or any portions thereof that are to be redeemed on that date. In the
case of any redemption pertaining to Bearer Securities or Coupon Securities, the Company shall, no
later than the business day prior to such redemption date, deposit with the Trustee or with a
paying agent (other than the Company) an amount of money in the Currency in which such Debt
Securities are denominated (except as provided pursuant to Section 2.03) sufficient to pay the
redemption price of such Bearer or Coupon Securities or any portion thereof that are to be redeemed
on the redemption date.



     If less than all the Debt Securities of like tenor and terms of a series are to be redeemed
(other than pursuant to mandatory sinking fund redemptions) the Trustee shall select, on a pro rata
basis, by lot or by such other method as in its sole discretion it shall deem appropriate and fair,
the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In
any case where more than one Registered Security of such series is registered in the same name, the
Trustee in its discretion may treat the aggregate principal amount so registered as if it were
represented by one Registered Security of such series. The Trustee shall promptly notify the
Company in writing of the Debt Securities selected for redemption and, in the case of any Debt
Securities selected for partial redemption, the principal amount thereof to be redeemed. If any
Debt Security called for redemption shall not be so paid upon surrender thereof on such redemption
date, the principal, premium, if any, and interest shall bear interest until paid from the
redemption date at the rate borne by the Debt Securities of that series. If less than all the Debt
Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities
to be redeemed shall be selected by the Company. Provisions of this Indenture that apply to Debt
Securities called for redemption also apply to portions of Debt Securities called for redemption.



34









 





     Section 3.04 Payment of Debt Securities Called for Redemption. If notice of
redemption has been given as provided in Section 3.03, the Debt Securities or portions of Debt
Securities of the series with respect to which such notice has been given shall become due and
payable on the date and at the Place or Places of Payment stated in such notice at the applicable
redemption price, together with any interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such Debt Securities at the
applicable redemption price, together with any interest accrued to said date) any interest on the
Debt Securities or portions of Debt Securities of any series so called for redemption shall cease
to accrue, any original issue discount in the case of Original Issue Discount Securities shall
cease to accrue and any Coupons for such interest appertaining to any Coupon Securities to be
redeemed, except to the extent described below, shall be void. On presentation and surrender of
such Debt Securities at the Place or Places of Payment in said notice specified, the said Debt
Securities or the specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with any interest accrued thereon to the date fixed for
redemption.



     If any Coupon Security surrendered for redemption shall not be accompanied by all Coupons
appertaining thereto maturing on or after the applicable redemption date, the redemption price for
such Coupon Security may be reduced by an amount equal to the face amount of all such missing
Coupons. If thereafter the Holder of such Coupon shall surrender to any paying agent outside the
United States any such missing Coupon in respect of which a deduction shall have been made from the
redemption price, such Holder shall be entitled to receive the amount so deducted. The surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee, if there be
furnished to them such security or indemnity as they may require to save each of them and any
paying agent harmless.



     Any Debt Security that is to be redeemed only in part shall be surrendered at the corporate
trust office or such other office or agency of the Company as is specified pursuant to Section 2.03
(in the case of Registered Securities) and at the principal London office of the Trustee or such
other office or agency of the Company outside the United States as is specified pursuant to Section
2.03 (in the case of Bearer Securities) with, if the Company, the Registrar or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company, the Registrar 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 Debt Security without service charge, a new Debt Security or Debt
Securities of the same series, of like tenor and form, 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 Debt Security so surrendered, and, in the case of a Coupon Security, with
appropriate Coupons attached; except that if a Global Security is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security,
without service charge, a new Global Security in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Global Security so surrendered. In the case of a Debt
Security providing appropriate space for such notation, at the option of the Holder thereof, the
Trustee, in lieu of delivering a new Debt



35









 




Security or Debt Securities as aforesaid, may make a
notation on such Debt Security of the payment of the redeemed portion thereof.




     Section 3.05 Mandatory and Optional Sinking Funds. The minimum amount of any sinking
fund payment provided for by the terms of Debt Securities of any series, resolution of the Board of
Directors or a supplemental Indenture 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 Debt Securities of
any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to
as an “optional sinking fund payment”.



     In lieu of making all or any part of any mandatory sinking fund payment with respect to any
Debt Securities of a series in cash, the Company may at its option (a) deliver to the Trustee Debt
Securities of that series (together with the unmatured Coupons, if any, appertaining thereto)
theretofore purchased or otherwise acquired by the Company or (b) receive credit for the
principal amount of Debt Securities of that series which have been redeemed either at the
election of the Company pursuant to the terms of such Debt Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such Debt Securities, resolution
or supplemental Indenture; provided, that such Debt Securities have not been previously so
credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at
the redemption price specified in such Debt Securities, resolution or supplemental Indenture for
redemption through operation of the sinking fund and the amount of such mandatory sinking fund
payment shall be reduced accordingly.



     Section 3.06 Redemption of Debt Securities for Sinking Fund. Not less than 60 days
prior to each sinking fund payment date for any series of Debt 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, any resolution or supplemental
Indenture, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency
in which the Debt Securities of such series are denominated (except as provided pursuant to Section
2.03) and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt
Securities of that series pursuant to this Section 3.06 (which Debt Securities, if not previously
redeemed, will accompany such certificate) and whether the Company intends to exercise its right to
make any permitted optional sinking fund payment with respect to such series. Such certificate
shall also state that no Event of Default has occurred and is continuing with respect to such
series. Such certificate shall be irrevocable and upon its delivery the Company shall be obligated
to make the cash payment or payments therein referred to, if any, on or before the next succeeding
sinking fund payment date. Failure of the Company to deliver such certificate (or to deliver the
Debt Securities and Coupons, if any, specified in this paragraph) shall not constitute a Default,
but such failure shall require that the sinking fund payment due on the next succeeding sinking
fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of such Debt Securities subject to a mandatory sinking fund payment without
the option to deliver or credit Debt Securities as provided in this Section 3.06 and without the
right to make any optional sinking fund payment, if any, with respect to such series.



36









 





     Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000
(or a lesser sum if the Company shall so request) with respect to the Debt Securities of any
particular series shall be applied by the Trustee on the sinking fund payment date on which such
payment is made (or, if such payment is made before a sinking fund payment date, on the sinking
fund payment date following the date of such payment) to the redemption of such Debt Securities at
the Redemption Price specified in such Debt Securities, resolution or supplemental Indenture for
operation of the sinking fund together with any accrued interest to the date fixed for redemption.
Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Debt
Securities shall be added to the next cash sinking fund payment received by the Trustee for such
series and, together with such payment, shall be applied in accordance with the provisions of this
Section 3.06. Any and all sinking fund moneys with respect to the Debt Securities of any
particular series held by the Trustee on the last sinking fund payment date with respect to Debt
Securities of such series and not held for the payment or redemption of particular Debt Securities
shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Debt Securities of that series at its Stated Maturity.



     The Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment
date in the manner specified in the last paragraph of Section 3.03 and the Company shall cause
notice of the redemption thereof to be given in the manner provided in Section 3.03 except that the
notice of redemption shall also state that the Debt Securities are being redeemed by operation of
the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall
be made upon the terms and in the manner stated in Section 3.04.



     At least one business day before each sinking fund payment date, the Company shall pay to the
Trustee (or, if the Company is acting as its own paying agent, the Company shall segregate and hold
in trust) in cash a sum in the Currency in which the Debt Securities of such series are denominated
(except as provided pursuant to Section 2.03) equal to any interest accrued to the date fixed for
redemption of Debt Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section 3.06.



     The Trustee shall not redeem any Debt Securities of a series with sinking fund moneys or mail
any notice of redemption of such Debt Securities by operation of the sinking fund for such series
during the continuance of a Default in payment of interest on such Debt Securities or of any Event
of Default (other than an Event of Default occurring as a consequence of this paragraph) with
respect to such Debt Securities, except that if the notice of redemption of any such Debt
Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee
shall redeem such Debt Securities if cash sufficient for that purpose shall be deposited with the
Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid,
any moneys in the sinking fund for such series at the time when any such Default or Event of
Default shall occur and any moneys thereafter paid into such sinking fund shall, during the
continuance of such Default or Event of Default, be held as security for the payment of such Debt
Securities; provided, however, that in case such Event of Default or Default shall
have been cured or waived as provided herein, such moneys shall thereafter be




37












 




applied on the next sinking fund payment date for such Debt Securities on which such moneys
may be applied pursuant to the provisions of this Section 3.06.




ARTICLE IV




PARTICULAR COVENANTS OF THE COMPANY




     Section 4.01 Payment of Principal of, and Premium, If Any, and Interest on, Debt
Securities. The Company, for the benefit of each series of Debt Securities, will duly and
punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of
the Debt Securities and pay any Coupons at the place, at the respective times and in the manner
provided herein, in the Debt Securities and in the Coupons. Each installment of interest on the
Debt Securities may at the Company’s option be paid by mailing checks for such interest payable to
the Person entitled thereto pursuant to Section 2.07(a) to the address of such Person as it appears
on the Debt Security Register. Any interest due on Coupon Securities on or before the Stated
Maturity of the related Debt Security, other than additional interest, if any, payable as provided
in Section 4.06 in respect of principal of, or premium, if any, on such a Debt Security, shall be
payable only upon presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature.



     Principal, premium and interest of Debt Securities of any series shall be considered paid on
the date due if on such date the Trustee or any paying agent holds in accordance with this
Indenture money sufficient to pay in the Currency in which the Debt Securities of such series are
denominated (except as provided pursuant to Section 2.03) all principal, premium and interest then
due and, in the case of Debt Securities subordinated pursuant to the terms of Article XII, the
Trustee or such paying agent, as the case may be, is not prohibited from paying such money to the
Holders on that date pursuant to the terms of this Indenture.



     The Company shall pay interest on overdue principal at the rate specified therefor in the Debt
Securities and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful.



     Section 4.02 Maintenance of Offices or Agencies for Registration of Transfer, Exchange and
Payment of Debt Securities. The Company will maintain in each Place of Payment for any series
of Debt Securities and Coupons, if any, an office or agency where Debt Securities and Coupons of
such series (but, except as otherwise provided in Section 2.12, unless such Place of Payment is
located outside the United States, not Bearer Securities or Coupons) may be presented or
surrendered for payment, where Debt Securities of such series may be surrendered for transfer or
exchange and where notices and demands to or upon the Company in respect of the Debt Securities and
Coupons of such series and this Indenture may be served. So long as any Bearer Securities of any
series remain outstanding, the Company will maintain for such purposes one or more offices or
agencies outside the United States in such city or cities specified pursuant to Section 2.03 and,
if any Bearer Securities are listed on a securities exchange that requires an office or agency for
the payment of principal of, and premium, if any, or interest on, such Bearer Securities in a
location other than the location of an office or agency



38









 




specified pursuant to Section 2.03, the Company will maintain for such purposes an office or
agency in such location so long as any Bearer Securities are listed on such securities exchange and
such exchange so requires. 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 (in the case of Registered Securities) and at the
principal London office of the Trustee (in the case of Bearer Securities), and the Company hereby
appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.




     The Company may also from time to time designate different or additional offices or agencies
to be maintained for such purposes (in or outside of such Place of Payment), and may from time to
time rescind any such designation; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of any such additional
designation or rescission of designation and any change in the location of any such different or
additional office or agency.



     Section 4.03 Appointment to Fill a Vacancy in the Office of Trustee. The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner
provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder with
respect to each series of Debt Securities.



     Section 4.04 Duties of Paying Agents, etc. (a) The Company shall cause each paying
agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this Section 4.04,




          (i) that it will hold all sums held by it as such agent for the payment of the
principal of, and premium, if any, or interest on, the Debt Securities of any series and the
payment of any related Coupons (whether such sums have been paid to it by the Company or by
any other obligor on the Debt Securities or Coupons of such series) in trust for the benefit
of the Holders of the Debt Securities and Coupons of such series;




          (ii) that it will give the Trustee notice of any failure by the Company (or by any
other obligor on the Debt Securities or Coupons of such series) to make any payment of the
principal of, and premium, if any, or interest on, the Debt Securities of such series or any
payment on any related Coupons when the same shall be due and payable; and




          (iii) that it will at any time during the continuance of an Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held by it as such
agent.



          (b) If the Company shall act as its own paying agent, it will, on or before each due date of
the principal of, and premium, if any, or interest on, the Debt Securities and



39









 




Coupons, if any, of any series, set aside, segregate and hold in trust for the benefit of the
Holders of the Debt Securities and Coupons of such series a sum sufficient to pay such principal,
premium, if any, or interest so becoming due. The Company will promptly notify the Trustee of any
failure by the Company to take such action or the failure by any other obligor on such Debt
Securities or Coupons to make any payment of the principal of, and premium, if any, or interest on,
such Debt Securities or Coupons when the same shall be due and payable.




          (c) Anything in this Section 4.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent, as
required by this Section 4.04, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such paying agent.



          (d) Whenever the Company shall have one or more paying agents with respect to any series of
Debt Securities and Coupons, it will, prior to each due date of the principal of, and premium, if
any, or interest on, any Debt Securities of such series, deposit with any such paying agent a sum
sufficient to pay the principal, premium or interest so becoming due, such sum to be held in trust
for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act.



          (e) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 4.04 is subject to the provisions of Section 11.05.



     Section 4.05 Statement by Officers as to Default. The Company will deliver to the
Trustee, on or before a date not more than four months after the end of each fiscal year of the
Company (currently on a calendar year basis) ending after the date hereof, an Officers’ Certificate
stating, as to each officer signing such certificate, that (a) in the course of his performance of
his duties as an officer of the Company he would normally have knowledge of any Default,
(b) whether or not to the best of his knowledge any Default occurred during such year and (c) if to
the best of his knowledge the Company is in Default, specifying all such Defaults, their status and
what action the Company is taking or proposes to take with respect thereto. The Company also shall
comply with Section 314(a)(4) of the Trust Indenture Act.



     Section 4.06 Payment of Additional Interest. Unless otherwise provided pursuant to
Section 2.03, the provisions of this Section 4.06 shall be applicable to Bearer Securities of any
series.



     The Company will, subject to the exceptions and limitations set forth below, pay as additional
interest to the Holder of any Bearer Security or Coupon that is a United States Alien such amounts
as may be necessary so that every net payment on such Bearer Security or Coupon, after deduction or
withholding for or on account of any present or future tax, assessment or other governmental charge
imposed upon or as a result of such payment by the United States (or any political subdivision or
taxing authority thereof or therein), will not be less than the amount



40









 




provided in such Bearer Security or Coupon to be then due and payable. However, the Company
will not be required to make any such payment of additional interest for or on account of:




          (a) any tax, fee, assessment or other governmental charge that would not have been imposed but
for (i) the existence of any present or former connection between such Holder (or between a
fiduciary, settlor or beneficiary of, or a Person holding a power over, such Holder, if such Holder
is an estate or a trust, or a member or shareholder of such Holder, if such Holder is a partnership
or corporation) and the United States, including such Holder (or such fiduciary, settlor,
beneficiary, Person holding a power, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in trade or business or present therein or having
or having had a permanent establishment therein or (ii) such Holder’s past or present status for
United States Federal income tax purposes as a personal holding company, foreign personal holding
company or private foundation or other tax-exempt organization with respect to the United States or
as a corporation that accumulates earnings to avoid United States Federal income tax;



          (b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar
tax, assessment or other governmental charge;



          (c) any tax, fee, assessment or other governmental charge that would not have been imposed but
for the presentation by the Holder of a Bearer Security or Coupon for payment more than 15 days
after the date on which such payment became due and payable or on which payment thereof was duly
provided for, whichever occurs later;



          (d) any tax, fee, assessment or other governmental charge that is payable otherwise than by
deduction or withholding from a payment on a Bearer Security or Coupon;



          (e) any tax, fee, assessment or other governmental charge that would not have been imposed but
for a failure to comply with applicable certification, documentation, information or other
reporting requirement concerning the nationality, residence, identity or connection with the United
States of the Holder or beneficial owner of a Bearer Security or Coupon if, without regard to any
tax treaty, such compliance is required by statute or regulation of the United States as a
precondition to relief or exemption from such tax, assessment or other governmental charge; or



          (f) any tax, fee, assessment or other governmental charge imposed on a Holder that actually or
constructively owns ten percent or more of the combined voting power of all classes of stock of the
Company or that is a controlled foreign corporation related to the Company through stock ownership;


nor shall additional interest be paid with respect to a payment on a Bearer Security or Coupon to a
Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment
to the extent a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner would not have been entitled to the additional interest had such
beneficiary, settlor, member or beneficial owner been the Holder of such Bearer Security or Coupon.




41









 








     Whenever in this Indenture there is mentioned, in any context, the payment of the principal
of, or premium, if any, or interest on, any Debt Security or payment with respect to any Coupon of
any series, such mention shall be deemed to include mention of the payment of additional interest
provided for in the terms of such Debt Securities and this Section 4.06 to the extent that, in such
context, additional interest is, was or would be payable in respect thereof pursuant to the
provisions of this Section 4.06 and express mention of the payment of additional interest (if
applicable) in any provisions hereof shall not be construed as excluding additional interest in
those provisions hereof where such express mention is not made.



     If the payment of additional interest becomes required in respect of the Debt Securities or
Coupons of a series, at least ten days prior to the first interest payment date with respect to
which such additional interest will be payable (or if the Debt Securities of that series will not
bear interest prior to its Stated Maturity, the first day on which a payment of principal, and
premium, if any, is made and on which such additional interest will be payable), and at least ten
days prior to each date of payment of principal, and premium, if any, or interest if there has been
any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the
Company will furnish the Trustee and each paying agent with an Officers’ Certificate that shall
specify by country the amount, if any, required to be withheld on such payments to Holders of Debt
Securities or Coupons that are United States Aliens, and the Company will pay to the Trustee or
such paying agent the additional interest, if any, required by the terms of such Debt Securities
and this Section 4.06. The Company covenants to indemnify the Trustee and any paying agent for,
and to hold them harmless against, any and all 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
4.06.



     Section 4.07 Further Instruments and Acts. The Company will, upon request of the
Trustee, execute and deliver such further instruments and do such further acts as may reasonably be
necessary or proper to carry out more effectually the purposes of this Indenture.



     Section 4.08 Existence. Subject to Article X, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its existence, rights (charter
and statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders.



     Section 4.09 Maintenance of Properties. The Company will cause all properties used or
useful in the conduct of its business or the business of any Subsidiary to be maintained and kept
in good condition, repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in



42









 




the judgment of the Company, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.




     Section 4.10 Payment of Taxes and Other Claims. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith by appropriate
proceedings.



ARTICLE V




HOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE




     Section 5.01 Company to Furnish Trustee Information as to Names and Addresses of Holders;
Preservation of Information. The Company covenants and agrees that it will furnish or cause to
be furnished to the Trustee with respect to the Registered Securities of each series:



          (a) not more than 15 days after each record date with respect to the payment of interest, if
any, a list, in such form as the Trustee may reasonably require, of the names and addresses of the
Registered Holders as of such record date, 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 contents as of a date not
more than 15 days prior to the time such list is furnished;


provided, however, that so long as the Trustee shall be the Registrar, such lists
shall not be required to be furnished.




     The Company shall also be required to furnish to the Trustee at all such times set forth above
all information in the possession or control of the Company or any of its paying agents other than
the Trustee as to the names and addresses of the Bearer Holders of all series; provided,
however, that the Company shall have no obligation to investigate any matter relating to
any Bearer Holders.



     The Trustee shall preserve, in as current a form as is reasonably practicable, all information
as to the names and addresses of the Holders (i) contained in the most recent list furnished to it
as provided in this Section 5.01 or (ii) received by it in the capacity of paying agent or
Registrar (if so acting) hereunder.



43









 





     The Trustee may destroy any list furnished to it as provided in this Section 5.01 upon receipt
of a new list so furnished.



     Section 5.02 Communications to Holders. Holders may communicate pursuant to
Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under
this Indenture or the Debt Securities. The Company, the Trustee, the Registrar and anyone else
shall have the protection of Section 312(c) of the Trust Indenture Act.



     Section 5.03 Reports by Company. (a) The Company covenants and agrees (i) to file
with the Trustee, within 15 days after the Company files the same with the Securities and Exchange
Commission, copies of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as said Commission may from time to time by rules
and regulations prescribe) which the Company may be required to file with said Commission pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (unless such information, documents or
reports are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval system
(or any successor thereto)); and (ii) to comply with the provisions of Section 314(a) of the Trust
Indenture Act.



          (b) The Company covenants and agrees to file with the Trustee and the Securities and Exchange
Commission, in accordance with the rules and regulations prescribed from time to time by said
Commission under the Trust Indenture Act, such additional information, documents, and reports with
respect to compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such rules and regulations.



     Section 5.04 Reports by Trustee. As promptly as practicable after each January 1
beginning with the January 1 following the date of this Indenture, and in any event prior to
February 15 in each year, the Trustee shall mail to each Holder a brief report dated as of
January 1 that complies with Section 313(a) of the Trust Indenture Act. The Trustee also shall
comply with Section 313(b) of the Trust Indenture Act.



     Reports pursuant to this Section 5.04 shall be transmitted by mail:



          (a) to all Registered Holders, as the names and addresses of such Holders appear in the Debt
Security Register;



          (b) to such Bearer Holders of any series as have, within two years preceding such
transmission, filed their names and addresses with the Trustee for such series for that purpose;
and



          (c) except in the cases of reports under Section 313(b)(2) of the Trust Indenture Act, to each
Holder of a Debt Security of any series whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 5.02.



     A copy of each report at the time of its mailing to Holders shall be filed with the Securities
and Exchange Commission and each stock exchange (if any) on which the Debt



44









 




Securities of any series are listed. The Company agrees to notify promptly the Trustee
whenever the Debt Securities of any series become listed on any stock exchange and of any delisting
thereof.




     Section 5.05 Record Dates for Action by Holders. If the Company shall solicit from
the holders of Debt Securities of any series any 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 Company may, at its option, by resolution of the Board of Directors, fix in advance a record
date for the determination of Holders of Debt Securities entitled to take such action, but the
Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s
discretion. If such a record date is fixed, such action may be sought or given before or after the
record date, but only the Holders of Debt Securities of record at the close of business on such
record date shall be deemed to be Holders of Debt Securities for the purpose of determining whether
Holders of the requisite proportion of Debt Securities of such series Outstanding have authorized
or agreed or consented to such action, and for that purpose the Debt Securities of such series
Outstanding shall be computed as of such record date.



ARTICLE VI




REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT




     Section 6.01 Events of Default. If any one or more of the following shall have
occurred and be continuing with respect to Debt Securities of any series (each of the following, an
“Event of Default”):



          (a) default in the payment of any installment of interest upon any Debt Securities of that
series or any payment with respect to the related Coupons, if any, as and when the same shall
become due and payable, whether or not such payment shall be prohibited by Article XII, if
applicable, and continuance of such default for a period of 30 days; or



          (b) default in the payment of the principal of or premium, if any, on any Debt Securities of
that series as and when the same shall become due and payable, whether at maturity, upon
redemption, by declaration, upon required repurchase or otherwise, whether or not such payment
shall be prohibited by Article XII, if applicable; or



          (c) default in the payment of any sinking fund payment with respect to any Debt Securities of
that series as and when the same shall become due and payable; or



          (d) failure on the part of the Company to comply with Article X; or



          (e) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements on the part of the Company in the Debt Securities of that series, in any resolution
of the Board of Directors authorizing the issuance of that series of Debt Securities, in this
Indenture with respect to such series or in any supplemental Indenture with respect to such series
(other than a covenant a default in the performance of which is elsewhere in this Section
specifically dealt with), continuing for a period of 90 days after the date on which written notice



45









 




specifying such failure and requiring the Company to remedy the same shall have 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 aggregate principal amount of the Debt Securities of that series at
the time Outstanding; or




          (f) Indebtedness of the Company is not paid within any
applicable grace period after final maturity or is accelerated by the holders thereof because of a
default, the total amount of such Indebtedness unpaid or accelerated exceeds $50,000,000 or its
Dollar Equivalent at the time and such default remains uncured or such acceleration is not
rescinded for 10 days after the date on which written notice specifying such failure and requiring
the Company to remedy the same shall have 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
aggregate principal amount of the Debt Securities of that series at the time Outstanding; or



          (g) the Company or any of its Significant Subsidiaries shall (i) voluntarily commence any
proceeding or file any petition seeking relief under Title 11 of the United States Code or any
other Federal or State bankruptcy, insolvency or similar law, (ii) consent to the institution of,
or fail to controvert within the time and in the manner prescribed by law, any such proceeding or
the filing of any such petition, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator or similar official for the Company or any such Significant
Subsidiary or for a substantial part of its property, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors, (vi) admit in writing its inability to pay its debts as they become
due, (vii) take corporate action for the purpose of effecting any of the foregoing, or (viii) take
any comparable action under any foreign laws relating to insolvency; or



          (h) the entry of an order or decree by a court having competent jurisdiction for (i) relief in
respect of the Company or any of its Significant Subsidiaries or a substantial part of any of their
property under Title 11 of the United States Code or any other Federal or State bankruptcy,
insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or
similar official for the Company or any such Significant Subsidiary or for a substantial part of
any of their property (except any decree or order appointing such official of any Significant
Subsidiary pursuant to a plan under which the assets and operations of such Significant Subsidiary
are transferred to or combined with another Subsidiary or Subsidiaries of the Company or to the
Company) or (iii) the winding-up or liquidation of the Company or any such Significant Subsidiary
(except any decree or order approving or ordering the winding up or liquidation of the affairs of a
Significant Subsidiary pursuant to a plan under which the assets and operations of such Significant
Subsidiary are transferred to or combined with another Subsidiary or Subsidiaries of the Company or
to the Company); and such order or decree shall continue unstayed and in effect for 60 consecutive
days; or any similar relief is granted under any foreign laws and the order or decree stays in
effect for 60 consecutive days; or



          (i) any other Event of Default provided with respect to Debt Securities of that series;



46









 




then, and in each and every case that an Event of Default described in clause (a), (b), (c), (d),
(e), (f) or (i) with respect to Debt Securities of that series at the time Outstanding occurs and
is continuing, unless the principal of and interest on all the Debt Securities of that series shall
have already become due and payable, and except as provided in Section 6.09, either the Trustee or
the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that
series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given
by Holders), may declare the principal of (or, if the Debt Securities of that series are Original
Issue Discount Debt Securities, such portion of the principal amount as may be specified in the
terms of that series) and interest on all the Debt Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debt Securities or Coupons appertaining thereto of
that series contained to the contrary notwithstanding. If an Event of Default described in
clause (g) or (h) occurs, then and in each and every such case, unless the principal of and
interest on all the Debt Securities shall have become due and payable, the principal of (or, if any
Debt Securities are Original Issue Discount Debt Securities, such portion of the principal amount
as may be specified in the terms thereto) and interest on all the Debt Securities then Outstanding
hereunder shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holders, anything in this Indenture or
in the Debt Securities contained to the contrary notwithstanding.




     The Holders of a majority in aggregate principal amount of the Debt Securities of a particular
series by notice to the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree already rendered and if all existing Events of
Default have been cured or waived except nonpayment of principal or interest that has become due
solely because of acceleration. Upon any such rescission, the parties hereto shall be restored
respectively to their several positions and rights hereunder, and all rights, remedies and powers
of the parties hereto shall continue as though no such proceeding had been taken.



     In case the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to the Trustee or such
Holder, then and in every such case the parties hereto shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of the parties hereto
shall continue as though no such proceeding had been taken.



     The foregoing Events of Default shall constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is 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.



     The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written
notice in the form of an Officers’ Certificate of any event which with the giving of notice and the
lapse of time would become an Event of Default under clause (c), (d), (e), (f) or (i), its status
and what action the Company is taking or proposes to take with respect thereto.



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     Section 6.02 Collection of Indebtedness by Trustee, etc. If an Event of Default
occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be
entitled and empowered to institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid or enforce the performance of any provision of the Debt
Securities of the affected series or this Indenture, and may prosecute any such action or
proceedings to judgment or final decree, and may enforce any such judgment or final decree against
the Company or any other obligor upon the Debt Securities, and the Coupons, if any, appertaining
thereto, of such series (and collect in the manner provided by law out of the property of the
Company or any other obligor upon the Debt Securities and Coupons of such series wherever situated
the moneys adjudged or decreed to be payable).



     In case there shall be pending proceedings for the bankruptcy or for the reorganization of the
Company or any other obligor upon the Debt Securities and Coupons, if any, of any series under
Title 11 of the United States Code or any other Federal or State bankruptcy, insolvency or similar
law, or in case a receiver, trustee or other similar official shall have been appointed for its
property, or in case of any other similar judicial proceedings relative to the Company or any other
obligor upon the Debt Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the principal of Debt Securities and Coupons, if any, of any series 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 pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal, premium, if any, and interest (or, if
the Debt Securities of such series are Original Issue Discount Debt Securities, such portion of the
principal amount as may be specified in the terms of such series) owing and unpaid in respect of
the Debt Securities and Coupons of such series, 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
reasonable compensation to the Trustee, its agents, attorneys and counsel, and for reimbursement of
all expenses and liabilities Incurred, and all advances made, by the Trustee except as a result of
its negligence or bad faith) and of the Holders thereof allowed in any such judicial proceedings
relative to the Company, or any other obligor upon the Debt Securities and Coupons of such series,
its creditors or its property, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with respect to the claims
of such Holders and of the Trustee on their behalf, and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of such Holders to make payments to the
Trustee, and, in the event that the Trustee shall consent to the making of payments directly to
such Holders, to pay to the Trustee such amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses
and liabilities Incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith.



     All rights of action and of asserting claims under this Indenture, or under any of the Debt
Securities and the Coupons, if any, appertaining thereto, of any series, may be enforced by the
Trustee without the possession of any such Debt Securities or Coupons, or the production thereof in
any trial or other proceedings relative thereto, and any such action or proceedings instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of



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judgment (except for any amounts payable to the Trustee pursuant to Section 7.06) shall be for
the ratable benefit of the Holders of all the Debt Securities or Coupons in respect of which such
action was taken.




     In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this
Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law.



     Section 6.03 Application of Moneys Collected by Trustee. Any moneys or other property
collected by the Trustee pursuant to Section 6.02 with respect to Debt Securities and Coupons, if
any, of any series shall be applied, after giving effect to the provisions of Article XII, if
applicable, in the order following, at the date or dates fixed by the Trustee for the distribution
of such moneys or other property, upon presentation of the several Debt Securities or Coupons of
such series in respect of which moneys or other property have been collected, and the notation
thereon of the payment, if only partially paid, and upon surrender thereof if fully paid:



          FIRST:  To the payment of all money due the Trustee pursuant to Section 7.06;



          SECOND:  In case the principal of the Outstanding Debt Securities in respect of which such
moneys have been collected shall not have become due, to the payment of interest on the Debt
Securities or Coupons of such series in the order of the maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by the Trustee) upon
the overdue installments of interest at the rate or Yield to Maturity (in the case of Original
Issue Discount Debt Securities) borne by the Debt Securities or Coupons of such series, such
payments to be made ratably to the Persons entitled thereto, without discrimination or preference;



          THIRD:  In case the principal of the Outstanding Debt Securities in respect of which such
moneys have been collected shall have become due, by declaration or otherwise, to the payment of
the whole amount then owing and unpaid upon the Debt Securities or Coupons of such series for
principal and premium, if any, and interest, with interest on the overdue principal and premium, if
any, and (to the extent that such interest has been collected by the Trustee) upon overdue
installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount
Debt Securities) borne by the Debt Securities or Coupons of such series; and, in case such moneys
shall be insufficient to pay in full the whole amount so due and unpaid upon the Debt Securities
and Coupons of such series, then to the payment of such principal and premium, if any, and
interest, without preference or priority of principal and premium, if any, over interest, or of
interest over principal and premium, if any, or of any installment of interest over any other
installment of interest, or of any Debt Security or Coupon of such series over any Debt Security
or Coupon of such series, ratably to the aggregate of such principal and premium, if any, and
interest; and



49









 





          FOURTH:  The remainder, if any, shall be paid to the Company, its successors or assigns, or to
whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.



     The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.03. At least 15 days before such record date, the Company shall mail to each Holder and
the Trustee a notice that states the record date, the payment date and amount to be paid.



     Section 6.04 Limitation on Suits by Holders. No Holder of any Debt Security or Coupon
of any series shall have any right by virtue or by availing of any provision of this Indenture to
institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under
or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless such Holder previously shall have given to the Trustee written
notice of an Event of Default with respect to Debt Securities of that same series and of the
continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of
the Outstanding Debt Securities of that series shall have made written request upon the Trustee to
institute such action or proceedings in respect of such Event of Default in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be Incurred therein or thereby, and the Trustee, for 90 days
after its receipt of such notice, request and offer of indemnity shall have failed to institute any
such action or proceedings and no direction inconsistent with such written request shall have been
given to the Trustee pursuant to Section 6.06; it being understood and intended, and being
expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the
Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the rights of any
Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all such Holders. For the protection and enforcement of the
provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.



     Notwithstanding any other provision in this Indenture, however, the right of any Holder of any
Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject
to Section 2.12) interest on, such Debt Security or Coupon, on or after the respective due dates
expressed in such Debt Security, and to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the consent of such
Holder.



     Section 6.05 Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
Default. All powers and remedies given by this Article VI to the Trustee or to the Holders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the Holders, by
judicial proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder



50









 




to exercise any right or power accruing upon any Default occurring and continuing as aforesaid, shall
impair any such right or power, or shall be construed to be a waiver of any such Default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given
by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the Holders.




     Section 6.06 Rights of Holders of Majority in Principal Amount of Debt Securities to
Direct Trustee and to Waive Default. The Holders of a majority in aggregate principal amount
of the Debt Securities of any series at the time Outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the Debt Securities of such
series; provided, however, that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture, and that subject to the provisions of
Section 7.01, the Trustee shall have the right to decline to follow any such direction if the
Trustee being advised by counsel shall determine that the action so directed may not lawfully be
taken, or if the Trustee shall by a responsible officer or officers determine that the action so
directed would involve it in personal liability or would be unjustly prejudicial to Holders of Debt
Securities of such series not taking part in such direction; and provided, further,
however, that nothing in this Indenture contained shall impair the right of the Trustee to
take any action deemed proper by the Trustee and which is not inconsistent with such direction by
such Holders. Prior to the acceleration of the maturity of the Debt Securities of any series, as
provided in Section 6.01, the Holders of a majority in aggregate principal amount of the Debt
Securities of that series at the time Outstanding may on behalf of the Holders of all the Debt
Securities and any related Coupons of that series waive any past Default or Event of Default and
its consequences for that series specified in the terms thereof as contemplated by Section 2.03,
except (a) a Default in the payment of the principal of, and premium, if any, or interest on, any
of the Debt Securities or in the payment of any related Coupon and (b) a Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each Holder affected
thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the
Company, the Trustee and the Holders of the Debt Securities of that series shall be restored to
their former positions and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.



     Section 6.07 Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice
in Certain Circumstances. The Trustee shall, within 90 days after the occurrence of a Default
known to it with respect to a series of Debt Securities or Coupons, if any, give to the Holders
thereof, in the manner provided in Section 13.03, notice of all Defaults with respect to such
series known to the Trustee, unless such Defaults shall have been cured or waived before the giving
of such notice; provided, that, except in the case of Default in the payment of the
principal of, or premium, if any, or interest on, any of the Debt Securities or Coupons of such
series or in the making of any sinking fund payment with respect to the Debt 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 committee of directors or responsible officers of the



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Trustee in good faith determine that the withholding of such notice is in the interests of the
Holders thereof.




     Section 6.08 Requirement of an Undertaking To Pay Costs in Certain Suits under the
Indenture or Against the Trustee. All parties to this Indenture agree, and each Holder of any
Debt Security or Coupon 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 in the
manner and to the extent provided in the Trust Indenture Act, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section 6.08 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than ten percent in principal amount of the Outstanding Debt
Securities of that 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, any Debt Security or Coupon on or
after the due date for such payment expressed in such Debt Security or Coupon.



     Section 6.09 Sole Remedy for Failure to Report. Notwithstanding any other provision
of this Indenture, at the Company’s election, the sole remedy of Holders under this Indenture for
an Event of Default relating to the failure of the Company to comply with its obligations under
Section 5.03 will consist exclusively of the right to receive additional interest (“Additional
Interest”) on the Debt Securities at an annual rate equal to 0.25% of the aggregate principal
amount of the Debt Securities for the period beginning on the 91st day after the occurrence of such
an Event of Default. In no event will Additional Interest under this Section accrue at a rate
exceeding 0.25% per annum. Any such Additional Interest will be payable in the same manner and on
the same dates as the stated interest payable on the Debt Securities. If the Company so elects,
Additional Interest will accrue on all outstanding Debt Securities from and including the 91st day
following the date on which an Event of Default relating to a failure to comply with Section 5.03
first occurs to, but not including, the date on which the Event of Default relating to a failure to
comply with Section 5.03 shall have been cured or waived.



     In order to exercise the extension right and elect to pay the Additional Interest as the sole
remedy during the period beginning on the 91st day following the occurrence of any Event of Default
relating to the failure to comply with the reporting obligations in accordance with this Section
6.09, the Company must notify all Holders of Debt Securities and the Trustee and paying agent of
such election prior to the close of business on the 91st day after the date on which such Event of
Default occurs, (or, if such date is not a business day, on the first business day thereafter).
Upon the Company’s failure to timely give such notice, the Debt Securities will be subject to
acceleration as provided in this Article VI.



     The provisions of the Indenture described in this Section 6.09 will not affect the rights of
Holders of Debt Securities in the event of an occurrence of any other Event of Default.




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ARTICLE VII




CONCERNING THE TRUSTEE




     Section 7.01 Certain Duties and Responsibilities. The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiving of all Events of Default which
may have occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.



     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:



          (a) this subsection shall not be construed to limit the effect of the first paragraph of this
Section 7.01;




          (b) prior to the occurrence of an Event of Default with respect to the Debt Securities of a
series and after the curing or waiving of all Events of Default with respect to such series which
may have occurred:





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




          (ii) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates or opinions
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; but the Trustee shall examine the evidence furnished
to it pursuant to Section 5.03 to determine whether or not such evidence conforms to the
requirement of this Indenture;




          (iii) the Trustee shall not be liable for an 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; and




          (iv) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it with respect to Debt Securities of any series in good faith in



53









 







accordance with the direction of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of that series 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 Debt Securities of such series.



     None of the provisions of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any Personal financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there shall be reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.



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



     Section 7.02 Certain Rights of Trustee. Except as otherwise provided in Section 7.01:



          (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 or other paper or document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or presented by the proper
party or parties;




          (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Company Order (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;




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




          (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders of Debt Securities or
Coupons of any series pursuant to the provisions of this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities
which may be Incurred therein or thereby;




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




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          (f) prior to the occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, 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, approval or other paper or document, unless requested
in writing to do so by the Holders of a majority in aggregate principal amount of the then
Outstanding Debt Securities of a series affected by such matter; provided, however,
that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be Incurred by it in the making of such investigation is not, in the opinion of the
Trustee, reasonably assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such costs, expenses or liabilities
as a condition to so proceeding. The reasonable expense of every such investigation shall be paid
by the Company or, if paid by the Trustee, shall be repaid by the Company upon demand;




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




          (h) if any property other than cash shall at any time be subject to a Lien in favor of the
Holders, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of
competent jurisdiction or by the supplemental instrument subjecting such property to such lien,
shall be entitled to make advances for the purpose of preserving such property or of discharging
tax Liens or other prior Liens or encumbrances thereon.




     Section 7.03 Trustee Not Liable for Recitals in Indenture or in Debt Securities. The
recitals contained herein, in the Debt Securities (except the Trustee’s certificate of
authentication) and in any Coupons shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Debt Securities or Coupons, if any, of
any series, except that the Trustee represents that it is duly authorized to execute and deliver
this Indenture, authenticate the Debt Securities and perform its obligations hereunder, and that
the statements made by it or to be made by it in a Statement of Eligibility and Qualification on
Form T-1 supplied to the Company are true and accurate. The Trustee shall not be accountable for
the use or application by the Company of any of the Debt Securities or of the proceeds thereof.



     Section 7.04 Trustee, Paying Agent or Registrar May Own Debt Securities. The Trustee
or any paying agent or Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities or Coupons and subject to the provisions of the Trust Indenture Act
relating to conflicts of interest and preferential claims may otherwise deal with the Company with
the same rights it would have if it were not Trustee, paying agent or Registrar.



     Section 7.05 Moneys Received by Trustee to Be Held in Trust. Subject to the
provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as



55









 







herein provided, be held in trust for the purposes for which they were received, but 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 moneys received by it hereunder. So long as no Event of Default
shall have occurred and be continuing, all interest allowed on any such moneys shall be paid from
time to time to the Company upon a Company Order.



     Section 7.06 Compensation and Reimbursement. The Company covenants and agrees to pay
in Dollars to the Trustee from time to time, and the Trustee shall be entitled to, reasonable
compensation for all services rendered by it hereunder (which shall not be limited by any provision
of law in regard to the compensation of a trustee of an express trust), and, except as otherwise
expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its
request for all reasonable expenses, disbursements and advances Incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the reasonable compensation and
the expenses and disbursements of its agents, attorneys and counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advances as may arise from its
negligence or bad faith. The Company also covenants to indemnify in Dollars the Trustee and any
predecessor Trustee for, and to hold it harmless against, any and all loss, liability, claim,
damage or expense Incurred without negligence, willful misconduct or bad faith on the part of the
Trustee, arising out of or in connection with the acceptance or administration of this trust or
trusts hereunder, including the reasonable costs and expenses of defending itself against any claim
of liability in connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section 7.06 to compensate and indemnify the
Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of
this Indenture. The Company and the Holders agree that such additional indebtedness shall be
secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and
funds held or collected by the Trustee, as such, except funds held in trust for the payment of
principal of, and premium, if any, or interest on, particular Debt Securities and Coupons.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(g) or (h) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy, insolvency, reorganization or other
similar law.



     Section 7.07 Right of Trustee to Rely on an Officers’ Certificate Where No Other Evidence
Specifically Prescribed. Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers’ Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.



56









 





     Section 7.08 Separate Trustee; Replacement of Trustee. The Company may, but need not,
appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign
with respect to one or more or all series of Debt Securities at any time by giving notice to the
Company. The Holders of a majority in principal amount of the Debt Securities of a particular
series may remove the Trustee for such series and only such series by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:



          (a) the Trustee fails to comply with Section 7.10;




          (b) the Trustee is adjudged bankrupt or insolvent;




          (c) a receiver or other public officer takes charge of the Trustee or its property; or




          (d) the Trustee otherwise becomes incapable of acting.




     If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal
amount of the Debt Securities of a particular series and such Holders do not reasonably promptly
appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly
appoint a successor Trustee. No resignation or removal of the Trustee and no appointment of a
successor Trustee shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 7.08.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in
Section 7.06.



     If a successor Trustee does not take office within 60 days after the retiring Trustee gives
notice of resignation or is removed, the retiring Trustee or the Holders of 25% in principal amount
of the Debt Securities of any applicable series may petition any court of competent jurisdiction
for the appointment of a successor Trustee for the Debt Securities of such series.



     If the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any
applicable series may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee for the Debt Securities of such series.



     Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.



     In the case of the appointment hereunder of a separate or successor trustee with respect to
the Debt Securities of one or more series, the Company, any retiring Trustee and each successor



57









 







or separate Trustee with respect to the Debt Securities of any applicable series shall execute
and deliver an Indenture supplemental hereto (i) which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any
retiring Trustee with respect to the Debt Securities of any series as to which any such retiring
Trustee is not retiring shall continue to be vested in such retiring Trustee and (ii) that 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 separate, retiring or successor 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.



     Section 7.09 Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Trustee.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Trustee shall succeed to the trusts created by this Indenture any of the Debt Securities shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Debt Securities so authenticated;
and in case at that time any of the Debt Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Debt Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Debt Securities or in this
Indenture provided that the certificate of the Trustee shall have.



     Section 7.10 Eligibility; Disqualification. The Trustee shall at all times satisfy
the requirements of Section 310(a) of the Trust Indenture Act. The Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report
of condition. No obligor upon the Debt Securities or Coupons, if any, of a particular series or
Person directly or indirectly controlling, controlled by or under common control with such obligor
shall serve as Trustee upon the Debt Securities and Coupons of such series. The Trustee shall
comply with Section 310(b) of the Trust Indenture Act; provided, however, that
there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act this
Indenture or 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.



     Section 7.11 Preferential Collection of Claims Against Company. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed
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.



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     Section 7.12 Compliance with Tax Laws. The Trustee hereby agrees to comply with all
U.S. Federal income tax information reporting and withholding requirements applicable to it with
respect to payments of premium (if any) and interest on the Debt Securities, whether acting as
Trustee, Security Registrar, paying agent or otherwise with respect to the Debt Securities.



     Section 7.13 Trustee’s Application for Instructions From the Company. Any application
by the Trustee for written instructions from the Company may, at the option of the Trustee, set
forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and
the date on and/or after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable to the Company for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date specified in such
application (which date shall not be less than ten Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have consented in writing
to any earlier date) unless prior to taking any such action (or the effective date in the case of
an omission), the Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted.



ARTICLE VIII




CONCERNING THE HOLDERS




     Section 8.01 Evidence of Action by Holders. Whenever in this Indenture it is provided
that the Holders of a specified percentage in aggregate principal amount of the Debt Securities of
any or all series 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 (a) by any instrument or any number of instruments of similar tenor executed by Holders
in Person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in
favor thereof at any meeting of Holders duly called and held in accordance with the provisions of
Section 5.02 or (c) by a combination of such instrument or instruments and any such record of such
a meeting of Holders.



     Section 8.02 Proof of Execution of Instruments and of Holding of Debt Securities.
Subject to the provisions of Section 7.01, Section 7.02 and Section 13.11, proof of the execution
of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as
shall be satisfactory to the Trustee.



     The ownership of Registered Securities of any series shall be proved by the Debt Security
Register or by a certificate of the Registrar for such series.



     The ownership of Bearer Securities shall be proved by production of such Bearer Securities or
by a certificate executed by any bank or trust company, which certificate shall be dated and shall
state on the date thereof a Bearer Security bearing a specified identifying number or other mark
was deposited with or exhibited to the Person executing such certificate by the



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Person named in such certificate, or by any other proof of possession reasonably satisfactory
to the Trustee. The holding by the Person named in any such certificate of any Bearer Security
specified therein shall be presumed to continue for a period of one year unless at the time of
determination of such holding (a) another certificate bearing a later date issued in respect of the
same Bearer Security shall be produced, (b) such Bearer Security shall be produced by some other
Person, (c) such Bearer Security shall have been registered on the Debt Security Register, if,
pursuant to Section 2.03, such Bearer Security can be so registered, or (d) such Bearer Security
shall have been canceled or paid.



     The Trustee may require such additional proof of any matter referred to in this Section 8.02
as it shall deem necessary.



     Section 8.03 Who May Be Deemed Owner of Debt Securities. Prior to due presentment for
registration of transfer of any Registered Security, the Company, the Trustee, any paying agent and
any Registrar may deem and treat the Person in whose name any Registered Security shall be
registered upon the books of the Company as the absolute owner of such Registered Security (whether
or not such Registered Security shall be overdue and notwithstanding any notation of ownership or
other writing thereon) for the purpose of receiving payment of or on account of the principal of
and premium, if any, and (subject to Section 2.03) interest on such Registered Security and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor any Registrar
shall be affected by any notice to the contrary; and all such payments so made to any such Holder
for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon any such Registered
Security.



     The Company, the Trustee and any paying agent may deem and treat the Holder of any Bearer
Security or Coupon as the absolute owner of such Bearer Security or Coupon (whether or not such
Debt Security shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal of and premium, if
any, and (subject to Section 2.03) interest on such Bearer Security or Coupon and for all other
purposes, and neither the Company nor the Trustee nor any paying agent shall be affected by any
notice to the contrary; and all such payments so made to any such Holder for the time being, or
upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any such Bearer Security or Coupon.



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



     Section 8.04 Instruments Executed by Holders Bind Future Holders. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any
action by the Holders of the percentage in aggregate principal amount of the Debt Securities of any
series specified in this Indenture in connection with such action and subject to the



60









 







following paragraph, any Holder of a Debt Security which is shown by the evidence to be
included in the Debt Securities the Holders of which have consented to such action may, by filing
written notice with the Trustee at its corporate trust office and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Debt Security. Except as aforesaid any
such action taken by the Holder of any Debt Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Debt Security and all past, present and
future Holders of Coupons, if any, appertaining thereto, and of any Debt Security issued upon
transfer thereof or in exchange or substitution therefor, irrespective of whether or not any
notation in regard thereto is made upon such Debt Security or such other Debt Securities or
Coupons. Any action taken by the Holders of the percentage in aggregate principal amount of the
Debt Securities of any series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the Holders of all the Securities and
Coupons of such series.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Registered Securities entitled to give their consent or take any other
action required or permitted to be taken pursuant to this Indenture. If a record date is fixed,
then notwithstanding the immediately preceding paragraph, those Persons who were Holders of
Registered Securities at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders of Registered Securities
after such record date. No such consent shall be valid or effective for more than 120 days after
such record date unless the consent of the Holders of the percentage in aggregate principal amount
of the Debt Securities of such series specified in this Indenture shall have been received within
such 120-day period.



ARTICLE IX




SUPPLEMENTAL INDENTURES




     Section 9.01 Purposes for Which Supplemental Indenture May Be Entered into Without Consent
of Holders. The Company, when authorized by a resolution of the Board of Directors, and the
Trustee may from time to time and at any time, without the consent of Holders, enter into an
Indenture or Indentures supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof) for one or more of the following
purposes:



          (a) to evidence the succession pursuant to Article X of another Person to the Company, or
successive successions, and the assumption by the Successor Company (as defined in Section 10.01)
of the covenants, agreements and obligations of the Company in this Indenture and in the Debt
Securities;




          (b) to surrender any right or power herein conferred upon the Company, to limit the
applicability of or consequences of breach of any covenant under the Indenture, to add to the
covenants of the Company such further covenants, restrictions, conditions or provisions



61









 






for the protection of the Holders of all or any series of Debt Securities and the Coupons, if
any, appertaining thereto (and if such covenants are to be for the benefit of less than all series
of Debt Securities, stating that such covenants are expressly being included solely for the benefit
of such series) as the Board of Directors shall consider to be for the protection of the Holders of
such Debt Securities, and to make the occurrence, or the occurrence and continuance, of a Default
in any of such additional covenants, restrictions, conditions or provisions a Default or an Event
of Default permitting the enforcement of all or any of the several remedies provided in this
Indenture; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental Indenture may provide for a particular period of grace
after Default (which period may be shorter or longer than that allowed in the case of other
Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies
available to the Trustee upon such Default or may limit the right of the Holders of a majority in
aggregate principal amount of any or all series of Debt Securities to waive such default;




          (c) to cure any ambiguity or omission or to correct or supplement any provision contained
herein, in any supplemental Indenture or in any Debt Securities of any series that may be defective
or inconsistent with any other provision contained herein, in any supplemental Indenture or in the
Debt Securities of such series; to convey, transfer, assign, mortgage or pledge any property to or
with the Trustee, or to make such other provisions in regard to matters or questions arising under
this Indenture as shall not adversely affect the interests of any Holders of Debt Securities of any
series;




          (d) to modify or amend this Indenture in such a manner as to permit the qualification of this
Indenture or any Indenture supplemental hereto under the Trust Indenture Act as then in effect,
except that nothing herein contained shall permit or authorize the inclusion in any Indenture
supplemental hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture Act;




          (e) to add to or change any of the provisions of this Indenture to provide that Bearer
Securities may be registerable as to principal, to change or eliminate any restrictions on the
payment of principal of, or premium, if any, on, Registered Securities or of principal of, or
premium, if any, or interest on, Bearer Securities or to permit Registered Securities to be
exchanged for Bearer Securities; provided, that any such action shall not adversely affect
the interests of the Holders of Debt Securities or any Coupons of any series in any material
respect or permit or facilitate the issuance of Debt Securities of any series in uncertificated
form;




          (f) to comply with Article X;




          (g) in the case of any Debt Securities and Coupons, if any, appertaining thereto subordinated
pursuant to Article XII, to make any change in Article XII that would limit or terminate the
benefits available to any holder of Senior Indebtedness (or Representatives therefor) under Article
XII;




          (h) to add Guarantees with respect to any or all of the Debt Securities or to secure any or
all of the Debt Securities;




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          (i) to make any change that does not adversely affect the rights of any Holder;




          (j) to add to, change or eliminate any of the provisions of this Indenture in respect of one
or more series of Debt Securities; provided, however, that any such addition, change or elimination
not otherwise permitted under this Section 9.01 shall (i) neither (A) apply to any Debt Security of
any series created prior to the execution of such supplemental indenture and entitled to the
benefit of such provision nor (B) modify the rights of the Holder of any such Debt Security with
respect to such provision or (ii) shall become effective only when there is no such Debt Security
Outstanding;




          (k) to evidence and provide for the acceptance of appointment hereunder by a successor or
separate Trustee with respect to the Debt Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee;




          (l) to establish the form or terms of Debt Securities and Coupons, if any, of any series as
permitted by Sections 2.01 and 2.03; and




          (m) to provide for uncertificated Debt Securities in addition to or in place of certificated
Debt Securities (provided that the uncertificated Debt Securities are issued in registered form for
purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended, or in a manner such
that the uncertificated Debt Securities are described in Section 163(f)(2)(B) of the Internal
Revenue Code of 1986, as amended).




     The Trustee is hereby authorized to join with the Company in the execution of any such
supplemental Indenture, to make any further appropriate agreements and stipulations which may be
therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any
property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
Indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



     Any supplemental Indenture authorized by the provisions of this Section 9.01 may be executed
by the Company and the Trustee without the consent of the Holders of any of the Debt Securities or
Coupons, if any, appertaining thereto at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.



     In the case of Debt Securities or Coupons, if any, appertaining thereto subordinated pursuant
to Article XII, an amendment under this Section 9.01 may not make any change that adversely affects
the rights under Article XII of any holder of Senior Indebtedness then outstanding unless the
holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a
consent) consent to such change.



     After an amendment under this Section 9.01 becomes effective, the Company shall mail to
Holders of Debt Securities of each series affected thereby a notice briefly describing such



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amendment. The failure to give such notice to all such Holders, or any defect therein, shall
not impair or affect the validity of an amendment under this Section 9.01.



     Section 9.02 Modification of Indenture with Consent of Holders of Debt Securities.
Without notice to any Holder but with the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in aggregate principal amount of the Outstanding Debt
Securities of each series affected by such supplemental Indenture, the Company, when authorized by
a resolution of the Board of Directors, and the Trustee may from time to time and at any time enter
into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental Indenture or of modifying in any manner the rights of the Holders of the Debt
Securities of such series; provided, that no such supplemental Indenture, without the
consent of the Holders of each Debt Security so affected, shall (a) reduce the percentage in
principal amount of Debt Securities of any series whose Holders must consent to an amendment; (b)
reduce the rate of or extend the time for payment of interest on any Debt Security or Coupon or
reduce the amount of any payment to be made with respect to any Coupon; (c) reduce the principal of
or extend the Stated Maturity of any Debt Security; (d) reduce the premium payable upon the
redemption of any Debt Security or change the time at which any Debt Security may or shall be
redeemed in accordance with Article III; (e) make any Debt Security or Coupon payable in Currency
other than that stated in the Debt Security; (f) in the case of any Debt Security or Coupons, if
any, appertaining thereto subordinated pursuant to Article XII, make any change in Article XII that
adversely affects the rights of any Holder under Article XII; (g) release any security that may
have been granted in respect of the Debt Securities; (h) impair the right of a Holder of Debt
Securities to receive payment of principal of and interest on such Holder’s Debt Securities on or
after the due dates therefor; (i) make any change in Section 6.06 or this Section 9.02; (j) change
any obligation of the Company to pay additional interest pursuant to Section 4.06; or (k) limit the
obligation of the Company to maintain a paying agency outside the United States for payment on
Bearer Securities as provided in Section 4.02 or limit the obligation of the Company to redeem a
Bearer Security as provided in Section 3.02(b).



     A supplemental Indenture which changes or eliminates any covenant or other provision of this
Indenture which has been expressly included solely for the benefit of one or more particular series
of Debt Securities and Coupons, if any, or which modifies the rights of the Holders of Debt
Securities and Coupons 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 Debt Securities and Coupons,
if any, of any other series.



     Upon the request of the Company, accompanied by a copy of a resolution of the Board of
Directors authorizing the execution of any such supplemental Indenture, and upon the filing with
the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental Indenture unless such supplemental Indenture affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such supplemental Indenture.



64









 





     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed supplemental Indenture, but it shall be sufficient if such
consent shall approve the substance thereof.



     In the case of any Debt Securities or Coupons, if any, appertaining thereto, subordinated
pursuant to Article XII, an amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article XII of any holder of Senior Indebtedness then
outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof
authorized to give a consent) consent to such change.



     After an amendment under this Section 9.02 becomes effective, the Company shall mail to
Holders of Debt Securities of each series affected thereby a notice briefly describing such
amendment. The failure to give such notice to all such Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.02.



     Section 9.03 Effect of Supplemental Indentures. Upon the execution of any
supplemental Indenture pursuant to the provisions of this Article IX, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective rights, limitations
of rights, obligations, duties and immunities under this Indenture of the Trustee, the Company and
the Holders shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any such
supplemental Indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.



     The Trustee, subject to the provisions of Section 7.01 and Section 7.02, may receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such supplemental
Indenture complies with the provisions of this Article IX.



     Section 9.04 Debt Securities May Bear Notation of Changes by Supplemental Indentures.
Debt Securities and Coupons, if any, of any series authenticated and delivered after the execution
of any supplemental Indenture pursuant to the provisions of this Article IX 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. New Debt Securities and Coupons of any series so modified as
to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental Indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Debt Securities and Coupons of such
series then Outstanding. Failure to make the appropriate notation or to issue a new Debt Security
or Coupon of such series shall not affect the validity of such amendment.



     Section 9.05 Payment for Consent. Neither the Company nor any Affiliate of the
Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Debt Securities or Coupons, if
any, appertaining thereto unless such consideration is offered to be paid to all Holders that so



65









 







consent, waive or agree to amend in the time frame set forth in solicitation documents
relating to such consent, waiver or agreement.



ARTICLE X




CONSOLIDATION, MERGER, SALE OR CONVEYANCE




     Section 10.01 Consolidations and Mergers of the Company. The Company shall not
consolidate with or merge with or into any Person, or convey, transfer or lease all or
substantially all its assets, or permit any Person to consolidate with or merge into or convey,
transfer or lease substantially all its assets to the Company, unless: (a) either (i) the Company
shall be the continuing Person in the case of a merger or (ii) the resulting, surviving or
transferee Person if other than the Company (the “Successor Company”) is
organized and existing under the laws of the United States, any State thereof or the District of
Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of
the Company under the Debt Securities and Coupons, if any, according to their tenor, and this
Indenture; (b) immediately after giving effect to such transaction (and treating any Indebtedness
which becomes an obligation of the Successor Company or any Subsidiary of the Company as a result
of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time
of such transaction), no Default or Event of Default would occur or be continuing; (c) the
Successor Company waives any right to redeem any Bearer Security under circumstances in which the
Successor Company would be entitled to redeem such Bearer Security but the Company would not have
been so entitled to redeem if the consolidation, merger, conveyance, transfer or lease had not
occurred; and (d) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental
Indenture (if any) comply with this Indenture.



     Section 10.02 Rights and Duties of Successor Corporation. In case of any
consolidation or merger, or conveyance or transfer of the assets of the Company as an entirety or
virtually as an entirety in accordance with Section 10.01, the Successor Company shall succeed to
and be substituted for the Company, with the same effect as if it had been named herein as the
party of the first part, and the predecessor corporation shall be relieved of any further
obligation under the Indenture and the Securities. The Successor Company thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any or all the Debt
Securities issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of the Successor Company, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Debt Securities and Coupons, if any, appertaining thereto,
which previously shall have been signed and delivered by the officers of the Company to the Trustee
for authentication, and any Debt Securities and Coupons, if any, appertaining thereto, which the
Successor Company thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Debt Securities and Coupons, if any, appertaining thereto so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Debt Securities and
Coupons, if any, appertaining thereto theretofore or thereafter issued in accordance with the



66









 







terms of this Indenture as though all such Debt Securities and Coupons had been issued at the
date of the execution hereof.



     In case of any such consolidation, merger, sale or conveyance such changes in phraseology and
form (but not in substance) may be made in the Debt Securities and Coupons, if any, appertaining
thereto thereafter to be issued as may be appropriate.



ARTICLE XI




SATISFACTION AND DISCHARGE OF

INDENTURE; DEFEASANCE; UNCLAIMED MONEYS




     Section 11.01 Applicability of Article. If, pursuant to Section 2.03, provision is
made for the defeasance of Debt Securities of a series and if the Debt Securities of such series
are Registered Securities and denominated and payable only in Dollars (except as provided pursuant
to Section 2.03), then the provisions of this Article XI relating to defeasance of Debt Securities
shall be applicable except as otherwise specified pursuant to Section 2.03 for Debt Securities of
such series. Defeasance provisions, if any, for Debt Securities denominated in a Foreign Currency
or for Bearer Securities may be specified pursuant to Section 2.03.



     Section 11.02 Satisfaction and Discharge of Indenture; Defeasance. (a) If at any time
(i) the Company shall have delivered to the Trustee for cancellation all Debt Securities of any
series theretofore authenticated and delivered (other than (A) Coupons appertaining to Bearer
Securities of such series called for redemption and maturing after the relevant redemption date,
surrender of which has been waived, (B) any Debt Securities and Coupons of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid as provided in
Section 2.09 and (C) Debt Securities and Coupons for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company as provided in Section 11.05) or (ii) all
Debt Securities and the Coupons, if any, 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 the Currency in which such Debt Securities are
denominated (except as otherwise provided pursuant to Section 2.03) sufficient to pay at maturity
or upon redemption all Debt 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 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 Debt Securities herein expressly provided for and rights to receive payments of
principal of, and premium, if any, and interest on, such Debt Securities and any right to receive
additional interest as provided in Section 4.06) with respect to the Debt 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.




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          (b) Subject to Sections 11.02(c), 11.03 and 11.07, the Company at any time may terminate, with
respect to Debt Securities of a particular series, all its obligations under the Debt Securities of
such series and this Indenture with respect to the Debt Securities of such series (“legal
defeasance option”) or the operation of Sections 6.01(d), (e), (f) and (i) (“covenant defeasance
option”). The Company may 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 Debt 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 Debt Securities of the defeased series may not be
accelerated because of an Event of Default specified in Sections 6.01(d), (e), (f) and (i) (except
to the extent covenants or agreements referenced in such Sections remain applicable).



     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 2.07,
2.09, 4.02, 4.04, 5.01, 7.06, 7.10, 11.05, 11.06 and 11.07 shall survive until the Debt Securities
of the defeased series have been paid in full. Thereafter, the Company’s obligations in Sections
7.06, 11.05 and 11.06 shall survive.




     Section 11.03 Conditions of Defeasance. The Company may exercise its legal defeasance
option or its covenant defeasance option with respect to Debt Securities of a particular series
only if:



          (a) the Company irrevocably deposits in trust with the Trustee cash or U.S. Government
Obligations for the payment of principal of, and premium, if any, and interest on, the Debt
Securities of such series to maturity or redemption, as the case may be;




          (b) 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 and interest when due on all the Debt Securities of such series to maturity
or redemption, as the case may be;




          (c) 123 days pass after the deposit is made and during the 123-day period no Default specified
in Section 6.01(g) or (h) with respect to the Company occurs which is continuing at the end of the
period;




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




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          (e) the deposit does not constitute a default under any other agreement binding on the Company
and, if the Debt Securities of such series are subordinated pursuant to Article XII, is not
prohibited by Article XII;




          (f) 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;




          (g) in the event of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal Revenue
Service a ruling, or (ii) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case of the effect that, and based thereon such
Opinion of Counsel shall confirm that, the Holders of Debt 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;




          (h) 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 Debt 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




          (i) 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 Debt Securities
of such series as contemplated by this Article XI have been complied with.




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



     Section 11.04 Application of Trust Money. The Trustee shall hold in trust money or
U.S. Government Obligations deposited with it pursuant to this Article XI. It shall apply the
deposited money and the money from U.S. Government Obligations through any paying agent and in
accordance with this Indenture to the payment of principal of, and premium, if any, and interest
on, the Debt Securities and Coupons, if any, of the defeased series. In the event the Debt
Securities and Coupons, if any, of the defeased series are subordinated pursuant to Article XII,
money and securities so held in trust are not subject to Article XII.



     Section 11.05 Repayment to Company. The Trustee and any paying agent shall promptly
turn over to the Company upon request any excess money or securities held by them at any time.



     Subject to any applicable abandoned property law, the Trustee and any paying agent shall pay
to the Company upon request any money held by them for the payment of principal,



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premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to
such money must look to the Company for payment as general creditors.



     Section 11.06 Indemnity for U.S. Government Obligations. The Company shall pay and
shall indemnify the Trustee and the Holders against any tax, fee or other change imposed on or
assessed against deposited U.S. Government Obligations or the principal and interest received on
such U.S. Government Obligations.



     Section 11.07 Reinstatement. If the Trustee or any paying agent is unable to apply
any money or U.S. Government Obligations in accordance with this Article XI by reason of any legal
proceeding or by reason of any order or judgment of any court or government authority enjoining,
restraining or otherwise prohibiting such application, the Company’s obligations under this
Indenture and the Debt Securities of the defeased series shall be revived and reinstated as though
no deposit had occurred pursuant to this Article XI until such time as the Trustee or any paying
agent is permitted to apply all such money or U.S. Government Obligations in accordance with this
Article XI.



ARTICLE XII




SUBORDINATION OF DEBT SECURITIES




     Section 12.01 Applicability of Article; Agreement To Subordinate. The provisions of
this Article XII shall be applicable to the Debt Securities of any series (Debt Securities of such
series referred to in this Article XII as “Subordinated Debt Securities”) designated, pursuant to
Section 2.03, as subordinated to Senior Indebtedness. Each Holder by accepting a Subordinated Debt
Security agrees that the Indebtedness evidenced by such Subordinated Debt Security is subordinated
in right of payment, to the extent and in the manner provided in this Article XII, to the prior
payment of all Senior Indebtedness and that the subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness. All provisions of this Article XII shall be subject to
Section 12.12.



     Section 12.02 Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution
of the assets of the Company to creditors upon a total or partial liquidation or a total or partial
dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:



          (a) holders of Senior Indebtedness shall be entitled to receive payment in full in cash of the
Senior Indebtedness (including interest (if any), accruing on or after the commencement of a
proceeding in bankruptcy, whether or not allowed as a claim against the Company in such bankruptcy
proceeding) before Holders of Subordinated Debt Securities shall be entitled to receive any payment
of principal of, or premium, if any, or interest on, the Subordinated Debt Securities; and




          (b) until the Senior Indebtedness is paid in full, any distribution to which Holders of
Subordinated Debt Securities would be entitled but for this Article XII shall be made to holders of
Senior Indebtedness as their interests may appear, except that such Holders may




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receive shares of stock and any debt securities that are subordinated to Senior Indebtedness
to at least the same extent as the Subordinated Debt Securities.




     Section 12.03 Default on Senior Indebtedness. The Company may not pay the principal
of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit
pursuant to Article XI and may not repurchase, redeem or otherwise retire (except, in the case of
Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Section 3.05, by
the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to the first
paragraph of Section 3.06) any Debt Securities (collectively, “pay the Subordinated Debt
Securities”) if (a) any principal, premium or interest in respect of Senior Indebtedness is not
paid within any applicable grace period (including at maturity) or (b) any other default on Senior
Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with
its terms unless, in either case, (i) the default has been cured or waived and any such
acceleration has been rescinded or (ii) such Senior Indebtedness has been paid in full in cash;
provided, however, that the Company may pay the Subordinated Debt Securities
without regard to the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of each issue of Designated Senior Indebtedness. During the
continuance of any default (other than a default described in clause (a) or (b) of the preceding
sentence) with respect to any Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be required to effect
such acceleration) or the expiration of any applicable grace periods, the Company may not pay the
Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt
by the Company and the Trustee of written notice of such default from the Representative of any
Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period (a
“Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (A) by written notice to the Trustee and the Company from the Person or Persons who gave
such Blockage Notice, (B) by repayment in full in cash of such Designated Senior Indebtedness or
(C) because the default giving rise to such Blockage Notice is no longer continuing).
Notwithstanding the provisions described in the immediately preceding sentence (but subject to the
provisions contained in the first sentence of this Section 12.03), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, the Company may resume payments on the
Subordinated Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice
may be given in any consecutive 360-day period, irrespective of the number of defaults with respect
to any number of issues of Senior Indebtedness during such period; provided,
however, that if any Blockage Notice within such 360-day period is given by or on behalf of
any holders of Designated Senior Indebtedness (other than the Bank Indebtedness), the
Representative of the Bank Indebtedness may give another Blockage Notice within such period;
provided, further, however, that in no event may the total number of days
during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate
during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of
default which existed or was continuing on the date of the commencement of any Payment Blockage
Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or
be made, the basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Senior Indebtedness,



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whether or not within a period of 360 consecutive days, unless such default or event of
default shall have been cured or waived for a period of not less than 90 consecutive days.



     Section 12.04 Acceleration of Payment of Debt Securities. If payment of the
Subordinated Debt Securities is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration.



     Section 12.05 When Distribution Must Be Paid Over. If a distribution is made to
Holders of Subordinated Debt Securities that because of this Article XII should not have been made
to them, the Holders who receive such distribution shall hold it in trust for holders of Senior
Indebtedness and pay it over to them as their interests may appear.



     Section 12.06 Subrogation. After all Senior Indebtedness is paid in full and until
the Subordinated Debt Securities are paid in full, Holders thereof shall be subrogated to the
rights of holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness. A distribution made under this Article XII to holders of Senior Indebtedness which
otherwise would have been made to Holders of Subordinated Debt Securities is not, as between the
Company and such Holders, a payment by the Company on Senior Indebtedness.



     Section 12.07 Relative Rights. This Article XII defines the relative rights of
Holders of Subordinated Debt Securities and holders of Senior Indebtedness. Nothing in this
Indenture shall:



          (a) impair, as between the Company and Holders of either Subordinated Debt Securities or Debt
Securities, the obligation of the Company, which is absolute and unconditional, to pay principal
of, and premium, if any, and interest on, the Subordinated Debt Securities and the Debt Securities
in accordance with their terms; or




          (b) prevent the Trustee or any Holder of either Subordinated Debt Securities or Debt
Securities from exercising its available remedies upon a Default, subject to the rights of holders
of Senior Indebtedness to receive distributions otherwise payable to Holders of Subordinated Debt
Securities.




     Section 12.08 Subordination May Not Be Impaired by Company. No right of any holder of
Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Subordinated
Debt Securities shall be impaired by any act or failure to act by the Company or by its failure to
comply with this Indenture.



     Section 12.09 Rights of Trustee and Paying Agent. Notwithstanding Section 12.03, the
Trustee or any paying agent may continue to make payments on Subordinated Debt Securities and shall
not be charged with knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two business days prior to the date of such payment, a responsible
officer of the Trustee receives notice satisfactory to it that payments may not be made under this
Article XII. The Company, the Registrar, any paying agent, a Representative or



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a holder of Senior
Indebtedness may give the notice; provided, however, that, if an issue of Senior Indebtedness has a Representative, only the Representative may give the
notice.



     The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same
rights it would have if it were not Trustee. The Registrar and any paying agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in this Article XII
with respect to any Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness; and nothing in Article VII shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article XII shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.06.



     Section 12.10 Distribution or Notice to Representative. Whenever a distribution is to
be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the
notice given to their Representative (if any).



     Section 12.11 Article XII Not to Prevent Defaults or Limit Right to Accelerate. The
failure to make a payment pursuant to the Debt Securities by reason of any provision in this
Article XII shall not be construed as preventing the occurrence of a Default. Nothing in this
Article XII shall have any effect on the right of the Holders or the Trustee to accelerate the
maturity of either the Subordinated Debt Securities or the Debt Securities, as the case may be.



     Section 12.12 Trust Moneys Not Subordinated. Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in
trust under Article XI by the Trustee for the payment of principal of, and premium, if any, and
interest on, the Subordinated Debt Securities or the Debt Securities shall not be subordinated to
the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this
Article XII, and none of the Holders thereof shall be obligated to pay over any such amount to the
Company or any holder of Senior Indebtedness of the Company or any other creditor of the Company.



     Section 12.13 Trustee Entitled to Rely. Upon any payment or distribution pursuant to
this Article XII, the Trustee and the Holders shall be entitled to rely (a) upon any order or
decree of a court of competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to such Holders or (c) upon the
Representatives for the holders of Senior Indebtedness for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article XII. In the
event that the Trustee determines, in good faith, that evidence is required with respect to the
right of any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this
Article XII, and, if such evidence



73









 







is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive such payment. The
provisions of Section 7.01 and Section 7.02 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article XII.



     Section 12.14 Trustee to Effectuate Subordination. Each Holder by accepting a
Subordinated Debt Security authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders
of Subordinated Debt Securities and the holders of Senior Indebtedness as provided in this Article
XII and appoints the Trustee as attorney-in-fact for any and all such purposes.



     Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not
be liable to any such holders if it shall mistakenly pay over or distribute to Holders of
Subordinated Debt Securities or the Company or any other Person, money or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise.



     Section 12.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions.
Each Holder by accepting a Subordinated Debt Security acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a consideration to each
holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before
or after the issuance of the Subordinated Debt Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold,
or in continuing to hold, such Senior Indebtedness.



ARTICLE XIII




MISCELLANEOUS PROVISIONS




     Section 13.01 Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the
Company or the Trustee shall bind its successors and assigns, whether so expressed or not.



     Section 13.02 Acts of Board, Committee or Officer of Successor Company Valid. Any act
or proceeding by any provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and performed with like force
and effect by the like board, committee or officer of any Successor Company.



     Section 13.03 Required Notices or Demands. Except as otherwise expressly provided in
this Indenture, any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the Holders to or on the Company may be given
or served by being deposited postage prepaid in a post office letter box in the United States
addressed (until another address is filed by the Company with the Trustee) as follows: Pioneer
Natural Resources Company, 5205 North O’Connor Boulevard, Suite 200, Irving, Texas 75039,



74









 







Attention: Chief Financial Officer. Except as otherwise expressly provided in this Indenture,
any notice, direction, request or demand by the Company or by any Holder to or upon the Trustee may
be given or made, for all purposes, by being deposited postage prepaid in a post office letter box
in the United States addressed to the corporate trust office of the Trustee initially at 201 Main
Street, Third Floor, Fort Worth, Texas 76102. The Company or the Trustee by notice to the other
may designate additional or different addresses for subsequent notices or communications.



     Any notice required or permitted to a Registered Holder by the Company or the Trustee pursuant
to the provisions of this Indenture shall be deemed to be properly mailed by being deposited
postage prepaid in a post office letter box in the United States addressed to such Holder at the
address of such Holder as shown on the Debt Security Register. Any report pursuant to Section 313
of the Trust Indenture Act shall be transmitted in compliance with subsection (c) therein.



     Any notice required or permitted to a Bearer Holder by the Company or the Trustee pursuant to
this Indenture shall be deemed to be properly given if published on two separate business days in
an Authorized Newspaper or Newspapers in such Place or Places of Payment specified pursuant to
Section 2.03, the first such publication to be not earlier than the earliest date and not later
than two business days prior to the latest date prescribed for the giving of such notice.
Notwithstanding the foregoing, any notice to Holders of Floating Rate Debt Securities regarding the
determination of a periodic rate of interest, if such notice is required pursuant to Section 2.03,
shall be sufficiently given if given in the manner specified pursuant to Section 2.03.



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



     In the event of suspension of publication of any Authorized Newspaper or by reason of any
other cause it shall be impracticable to give notice by publication, then such notification as
shall be given with the approval of the Trustee shall constitute sufficient notice for every
purpose hereunder.



     Failure to mail a notice or communication to a Holder or any defect in it or any defect in any
notice by publication as to a Holder shall not affect the sufficiency of such notice with respect
to other Holders. If a notice or communication is mailed or published in the manner provided
above, it is conclusively presumed duly given.



     Section 13.04 Indenture and Debt Securities to Be Construed in Accordance with the Laws of
the State of New York. This Indenture, each Debt Security and
each Coupon shall be construed in accordance with the laws
of New York.



     Section 13.05 Officers’ Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Company. Upon any application or demand by the Company



75









 







to the Trustee to take any action under any of the provisions of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions 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 have
been complied with, except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need be furnished.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provided for in this Indenture shall include (a)
a statement that the Person making such certificate or opinion has read such covenant or condition,
(b) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinions contained in such certificate or opinion are based, (c) a statement that, in
the opinion of such Person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.



     Section 13.06 Payments Due on Legal Holidays. In any case where the date of maturity
of interest on or principal of and premium, if any, on the Debt Securities of a series or the date
fixed for redemption or repayment of any Debt Security or the making of any sinking fund payment
shall not be a business day at any Place of Payment for the Debt Securities of such series, then
payment of interest or principal and premium, if any, or the making of such sinking fund payment
need not be made on such date at such Place of Payment, 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 date of
maturity or the date fixed for redemption, and no interest shall accrue for the period after such
date. If a record date is not a business day, the record date shall not be affected.



     Section 13.07 Provisions Required by Trust Indenture Act to Control. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with another provision
included in this Indenture which is required to be included in this Indenture by any of Sections
310 to 318, inclusive, of the Trust Indenture Act, such required provision shall control.



     Section 13.08 Computation of Interest on Debt Securities. Interest, if any, on the
Debt Securities shall be computed on the basis of a 360-day year of twelve 30-day months, except as
may otherwise be provided pursuant to Section 2.03.



     Section 13.09 Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by or a meeting of Holders. The Registrar and any paying agent may
make reasonable rules for their functions.



     Section 13.10 No Recourse Against Others. An incorporator or any past, present or
future director, officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Debt Securities, the Coupons or this
Indenture or for any claim based on, in respect of or by reason of such obligations or their



76









 







creation. By accepting a Debt Security or Coupon, each Holder shall waive and release all
such liability. The waiver and release shall be part of the consideration for the issue of the
Debt Securities and Coupons.



     Section 13.11 Severability. In case any provision in this Indenture, the Debt
Securities or the Coupons 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 13.12 Effect of Headings. The article and section headings herein and in the
Table of Contents are for convenience only and shall not affect the construction hereof.



     Section 13.13 Indenture May Be Executed in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.



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     The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein
set forth.



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly signed as of the
date first written above.



PIONEER NATURAL RESOURCES COMPANY,




By:  /s/ Richard P. Dealy     
              
              
              
        

Name: Richard P. Dealy

Title: Executive Vice President and Chief
Financial Officer




WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as Trustee




By:
 /s/ John C. Stohlmann                                                       

Name: John C. Stohlmann

Title: Vice President





78