First Supplemental Indenture, dated January 26, 2012



 Exhibit 4.2 

 
  

 
 ONEOK, INC. 

Issuer 

and 

U.S. BANK NATIONAL ASSOCIATION 
 Trustee 
 FIRST SUPPLEMENTAL INDENTURE 

Dated as of January 26, 2012 
 to 
 INDENTURE 

relating to Securities 
 Dated as of January 26, 2012 
 4.25% Notes due 2022 

 
  

 







 TABLE OF CONTENTS 

 

					
	 	  	Page	 
		
	 ARTICLE 1 Relation to Indenture; Definitions
	  	 	1	  
	 SECTION 1.01. Relation to Indenture.
	  	 	1	  
	 SECTION 1.02. Definitions.
	  	 	1	  
	 SECTION 1.03. General References.
	  	 	2	  
		
	 ARTICLE 2 The Series of Securities
	  	 	2	  
	 SECTION 2.01. The Form and Title of the Securities.
	  	 	2	  
	 SECTION 2.02. Amount.
	  	 	2	  
	 SECTION 2.03. Stated Maturity.
	  	 	3	  
	 SECTION 2.04. Interest and Interest Rates.
	  	 	3	  
	 SECTION 2.05. Optional Redemption.
	  	 	3	  
	 SECTION 2.06. Global Securities.
	  	 	3	  
		
	 ARTICLE 3 Miscellaneous
	  	 	3	  
	 SECTION 3.01. Certain Trustee Matters.
	  	 	3	  
	 SECTION 3.02. Continued Effect.
	  	 	3	  
	 SECTION 3.03. Governing Law.
	  	 	4	  
	 SECTION 3.04. Counterparts.
	  	 	4	  

 EXHIBITS 

Exhibit A: Form of Note 







 FIRST SUPPLEMENTAL INDENTURE, dated as of January 26, 2012 (this
“Supplemental Indenture”), among ONEOK, INC., an Oklahoma corporation (the “Company”) and U.S. BANK NATIONAL
ASSOCIATION, as trustee under the Indenture referred to below (in such capacity, the “Trustee”). 
 RECITALS OF THE COMPANY 
 WHEREAS, the Company and the Trustee have
heretofore entered into an Indenture, dated as of January 26, 2012 (the “Original Indenture”) (the Original Indenture, as amended and supplemented from time to time, including without limitation pursuant to this
Supplemental Indenture, being referred to herein as the “Indenture”); and 
 WHEREAS, under the Original
Indenture, a new series of Securities may at any time be established by the Board of Directors of the Company, in accordance with the provisions of the Original Indenture, and the terms of such series may be established by an indenture supplemental
to the Original Indenture; and 
 WHEREAS, the Company proposes to create under the Indenture a new series of Securities; and

 WHEREAS, all acts and things necessary to make the Notes (as herein defined), when executed by the Company and authenticated
and delivered by the Trustee as provided in the Original Indenture and this Supplemental Indenture, the valid and binding obligations of the Company and to make this Supplemental Indenture a valid and binding agreement in accordance with the
Original Indenture have been done or performed; 
 NOW, THEREFORE, in consideration of the premises, agreements and obligations
set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:

 ARTICLE 1 
 RELATION TO INDENTURE; DEFINITIONS 
 SECTION 1.01. Relation to Indenture. 
 With
respect to the Notes, this Supplemental Indenture constitutes an integral part of the Indenture. 

SECTION 1.02. Definitions. 

The following defined terms used herein shall, unless context otherwise requires, have the meanings specified below. For all purposes of
this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture. 
 “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would
be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. 







 “Comparable Treasury Price” means, with respect to any Redemption Date, the
Reference Treasury Dealer Quotation for such Redemption Date. 
 “Quotation Agent” means a Reference Treasury Dealer.

 “Reference Treasury Dealer” means any of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or Wells Fargo Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government Securities dealer in New York City (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer and certify same to the Trustee. 
 “Reference Treasury
Dealer Quotation” means, with respect to any Redemption Date, the average, as determined by the Company and certified to the Trustee by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a
percentage of its principal amount) quoted in writing to the Company by a Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date. 
 SECTION 1.03. General References. 
 All
references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term “herein”, “hereof”,
“hereunder” and any other word of similar import refers to this Supplemental Indenture. 
 ARTICLE 2

 THE SERIES OF SECURITIES 

SECTION 2.01. The Form and Title of the Securities. 

There is hereby established a new series of Securities to be issued under the Indenture and to be designated as the Company’s 4.25%
Notes due 2022 (the “Notes”). The Notes shall be substantially in the form attached as Exhibit A hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by the 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 or as may be required or appropriate to comply with any laws or
with any rules made pursuant thereto or with the rules of any securities exchange or automated quotation system on which the Notes may be listed or traded, or to conform to general usage, or as may, consistently with the Indenture, be determined by
the officers executing such Notes, as evidenced by their execution thereof. 
 The Notes shall be executed, authenticated and
delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Original Indenture as supplemented by this Supplemental Indenture (including the form of Note set forth as
Exhibit A hereto (the terms of which are incorporated in and made a part of this Supplemental Indenture for all intents and purposes)). 
 SECTION 2.02. Amount. 
 The aggregate
principal amount of the Notes which may be authenticated and delivered pursuant hereto is unlimited. The Trustee shall initially authenticate and deliver Notes for original issue in an initial aggregate principal amount of up to $700,000,000 upon
delivery to the Trustee of a Company Order for the authentication and delivery of such Notes. The aggregate principal amount of the Notes to be issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of
additional Notes upon Company Order without the consent of any Holder. The Notes issued on the date hereof and any such additional Notes that may be issued hereafter shall be part of the same series of Securities for all purposes under the
Indenture. 

  
 2 








 SECTION 2.03. Stated Maturity. 

The Notes may be issued on any Business Day on or after January 26, 2012, and the Stated Maturity of the Notes shall be
February 1, 2022. 
 SECTION 2.04. Interest and Interest Rates. 

The rate or rates at which the Notes shall bear interest, the date or dates from which such interest shall accrue, the interest payment
dates on which any such interest shall be payable and the regular record date for any interest payable on any interest payment date, in each case, shall be as set forth in the form of Note set forth as Exhibit A hereto. 

SECTION 2.05. Optional Redemption. 

At its option, the Company may redeem the Notes, in whole or in part, in principal amounts of $2,000 and in multiples of $1,000 in excess
thereof, at any time or from time to time, at the applicable redemption price determined as set forth in the form of Note attached hereto as Exhibit A, in accordance with the terms set forth in the Notes and in accordance with Article Eleven
of the Original Indenture. 
 SECTION 2.06. Global Securities. 

The Notes shall initially be issuable in whole or in part in the form of one or more Global Securities. Such Global Securities
(i) shall be deposited with, or on behalf of, The Depository Trust Company, which shall act as Depositary with respect to the Notes, (ii) shall bear the legends applicable to Global Securities set forth in Section 204 of the Original
Indenture, (iii) may be exchanged in whole or in part for Notes in definitive form upon the terms and subject to the conditions provided in Section 304 of the Original Indenture and in this Supplemental Indenture and (iv) shall
otherwise be subject to the applicable provisions of the Indenture. 
 ARTICLE 3 

MISCELLANEOUS 
 SECTION 3.01. Certain Trustee Matters. 

The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their
correctness. 
 The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the
Notes or the proper authorization or the due execution hereof or thereof by the Company. 
 Except as expressly set forth
herein, nothing in this Supplemental Indenture shall alter the duties, rights or obligations of the Trustee set forth in the Original Indenture. 
 The Trustee makes no representation or warranty as to the validity or sufficiency of the information contained in the prospectus supplement related to the Notes, except such information which specifically
pertains to the Trustee itself, or any information incorporated therein by reference. 

  
 3 








 SECTION 3.02. Continued Effect. 

Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture shall continue in full force and
effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be
deemed a part of the Original Indenture in the manner and to the extent herein and therein provided. 

SECTION 3.03. Governing Law. 

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

 SECTION 3.04. Counterparts. 

This instrument may be executed in any number of counterparts, each of which, when delivered, shall be deemed to be an original, but all
such counterparts shall together constitute but one and the same instrument. 
 (Signature Page Follows)


  
 4 








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

			
	ONEOK, INC.
		
	By:	 	/s/ Robert Martinovich
	Name:	 	Robert Martinovich
	Title:	 	Executive Vice President, Chief Financial Officer & Treasurer
	
	 U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

		
	By:	 	/s/ George Hogan
	Name:	 	George Hogan
	Title:	 	Vice President


 First Supplemental Indenture Signature Page 







 EXHIBIT A 
 [FORM OF FACE OF NOTE] 
 [If a Global Security, insert—UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY 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.] 
 [If a Global Security, insert—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 HEREIN.] 

ONEOK, INC. 

4.25% Note due 2022 
  

			
	No.            	  	U.S.$            
		
	CUSIP No. 682680AQ6	  	

 ONEOK, Inc., an Oklahoma corporation (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to             , or registered assigns, the principal sum of
            United States Dollars ($            ) on February 1, 2022, and to pay interest thereon from
January 26, 2012, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on February 1 and August 1 in each year, commencing on August 1, 2012, at the rate of
4.25% per annum, until the principal hereof is paid or made available for payment and at the same rate per annum on any overdue principal and premium and on any overdue installment of interest. The amount of interest payable for any period
shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the days elapsed in any partial month. In
the event that any date on which interest is payable on this Note is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment
in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such interest, which record date shall be the January 15 or July 15 (whether
or not a Business Day), as the case may be, next preceding such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such regular record date and may either be paid
to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders
of Notes not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Notes may be listed or
traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in the Indenture. 
 [If a Global Security, insert—Payment of the principal of (and premium, if any) and any such interest on this Note will be made by transfer of immediately available funds to a bank account in the
United States of America designated by the Holder to the Paying Agent in U.S. Dollars.] 

  
 A-2









 [If a definitive Security, insert—Payment of the principal of (and premium, if any)
and any such interest on this Note will be made at the office or agency of the Company maintained for that purpose in U.S. Dollars or subject to any laws or regulations applicable thereto and to the right of the Company (as provided in the
Indenture) to rescind the designation of any such Paying Agent, at the offices of             , and at such other offices or agencies as the Company may designate, by U.S. Dollar check
drawn on, or transfer to a U.S. Dollar account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing at least 10 days prior to the payment
date); provided, however, that payment of interest may be made at the option of the Company by U.S. Dollar check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the Security Register or by
transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing by the record date prior to the applicable interest
payment date).] 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 
 Dated:             ,              

ONEOK, INC. 
  

			
	
	
	By:                           
                                         
                            
	Name:	 	
	 Title:
	 	


  

	
	ATTEST
	
	By:                             
                                         
                   
	Name:
	 Title:



  
 A-3









 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

Dated:             ,             

 U.S. BANK NATIONAL ASSOCIATION, 
 as
Trustee 
  

			
	
	By:                           
                                         
                      
	 Authorized Signatory



  
 A-4









 [REVERSE OF NOTE] 

ONEOK, INC. 

4.25% Note due 2022 
 This security is one of a duly authorized issue of debt securities of the Company (the “Securities”), issued and to be issued in one or more series under an Indenture dated as of
January 26, 2012, as amended and supplemented to date, including without limitation by the First Supplemental Indenture thereto, dated as of January 26, 2012 (such Indenture, as so amended and supplemented being referred to herein as the
“Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Security is one of the series designated on the face hereof. The Securities of this series are referred to herein as the “Notes.” 

On or after November 1, 2021 (three months prior to the maturity date of the Notes), the Notes will be subject to redemption at any
time at the option of the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest thereon to the applicable Redemption Date (subject to the right of
holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).
 Prior to November 1, 2021, the Notes will be subject to redemption at the option of the Company, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of
(i) 100% of the principal amount of the Notes to be redeemed or (ii) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest (not including any portion of those
payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 35 basis points, plus, in the case
of (i) and (ii), accrued but unpaid interest to the Redemption Date. 
 Unless the Company defaults in payment of the
redemption price, on and after the date of redemption, interest will cease to accrue on this Note or the portions hereof called for redemption. 
 In the event of redemption of this Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

 The Indenture contains provisions for defeasance at any time of (1) the entire indebtedness of this Note or
(2) certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of not less than the Holders of a majority in principal
amount of the Outstanding Securities of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Outstanding Securities of each affected series, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Holders of a majority in principal amount of Securities of any series
then Outstanding to waive past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and all holders of Notes of which
this Note is a predecessor Note, whether or not notation of such consent or waiver is made upon this or any other Note. 

  
 A-5









 As provided in and subject to the provisions of the Indenture, the Holder of this Note
shall not have the right to institute any action or proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such
Event of Default and offered the Trustee reasonable indemnity against costs, expenses and liabilities to be incurred in compliance with such request and the Trustee shall not have received from the Holders of a majority in principal amount of Notes
at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place(s) and rate, and in the currency, herein prescribed. 

[If a Global Security, insert—This Global Security or portion hereof may not be exchanged for definitive Securities of this series
except in the limited circumstances provided in the Indenture. 
 The holders of beneficial interests in this Global Security
will not be entitled to receive physical delivery of definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] 

[If a definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of
this Note is registerable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in The City of New York, or, subject to any laws or regulations applicable thereto and to the right
of the Company (limited as provided in the Indenture) to rescind the designation of any such transfer agent, at the offices of             in the Borough of Manhattan, The City of New York,
and at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] 

The Notes are issuable only in registered form without coupons in denominations of $2,000 and any whole multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to
due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note
is overdue, and neither the Compay, the Trustee nor any such agent shall be affected by notice to the contrary. 
 This Note
shall be governed by and construed in accordance with the laws of the State of New York. 
 All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
 A-6









 [If a definitive Security, insert as a separate page— 

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            (Please Print or Typewrite Name and Address of Assignee) the within instrument of ONEOK, INC. and does hereby irrevocably constitute and appoint
            Attorney to transfer said instrument on the books of the within-named Company, with full power of substitution in the premises. 

Please Insert Social Security or 
 Other
Identifying Number of Assignee: 
  

			
	  
	    	  

		
	Dated:                            
                                         
                                     	    	                             
                                         
                                         
        
		    	(Signature)

  

			
	 Signature Guarantee:
	 	 

 (Participant in a Recognized Signature 

Guaranty Medallion Program) 
 NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.]


  
 A-7









 [If a Global Security, insert as a separate page— 

SCHEDULE OF INCREASES OR DECREASES 
 IN GLOBAL SECURITY 
 The following increases or decreases in this Global
Security have been made: 
  

									
	 



Date of Exchange
	  	 Amount of

Decrease in

Principal

Amount of this
 Global Security
	  	 Amount of
Increase in
Principal Amount
of this

Global Security
	  	 Principal Amount
of this Global
Security
following
such decrease 
(or increase)
	  	 Signature of
authorized officer
of Trustee
or
Depositary



  
 A-8