exv4w12



 






Exhibit 4.12




 

 






PETROHAWK ENERGY CORPORATION

ISSUER




AND




__________________________________________

TRUSTEE




________________




INDENTURE




DATED AS OF _______, 20__




________________




SENIOR DEBT SECURITIES

(Issuable in Series)




 

 






 









 












PETROHAWK ENERGY CORPORATION




RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF ________, 20__




	 	 	 
	Section of	 	 
	Trust Indenture	 	Section(s) of
	Act of 1939	 	Indenture
	§ 310 (a)(1)
	 	6.09
	(a)(2)
	 	6.09
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	6.08, 6.10
	§ 311 (a)
	 	6.13
	(b)
	 	6.13
	(c)
	 	Not Applicable
	§ 312 (a)
	 	7.01, 7.02(a)
	(b)
	 	7.02(b)
	(c)
	 	7.02(b)
	§ 313 (a)
	 	7.03(a)
	(b)
	 	7.03(a)
	(c)
	 	7.03(a)
	(d)
	 	7.03(b)
	§ 314 (a)
	 	7.04, 10.05
	(b)
	 	Not Applicable
	(c)(1)
	 	10.3
	(c)(2)
	 	10.3
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	10.3
	§ 315 (a)
	 	6.01(a)
	(b)
	 	6.02
	(c)
	 	6.01(b)
	(d)
	 	6.01(c)
	(d)(1)
	 	6.01(a)(1)
	(d)(2)
	 	6.01(c)(2)
	(d)(3)
	 	6.01(c)(3)
	(e)
	 	5.14






 









 






	 	 	 
	Section of	 	 
	Trust Indenture	 	Section(s) of
	Act of 1939	 	Indenture
	§ 316 (a)(1)(A)
	 	5.02, 5.12
	(a)(1)(B)
	 	5.13
	(a)(2)
	 	Not Applicable
	(a) last sentence
	 	1.01
	(b)
	 	5.08
	§ 317 (a)(1)
	 	5.03
	(a)(2)
	 	5.04
	(b)
	 	10.03
	§ 318 (a)
	 	1.08












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






 









 








TABLE OF CONTENTS1




	 	 	 	 	 
	RECITALS OF THE COMPANY
	 	 	1	 
	ARTICLE ONE
	 	 	1	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	Section 1.01. Definitions
	 	 	1	 
	Act 1
	 	 	 	 
	Additional Amounts
	 	 	1	 
	Affiliate
	 	 	2	 
	Agent Members
	 	 	2	 
	Authenticating Agent
	 	 	2	 
	Authorized Newspaper
	 	 	2	 
	Board of Directors
	 	 	2	 
	Board Resolution
	 	 	2	 
	Business Day
	 	 	2	 
	Commission
	 	 	2	 
	Company
	 	 	2	 
	Company Request
	 	 	2	 
	Company Order
	 	 	2	 
	Consolidated Net Assets
	 	 	2	 
	Conversion Event
	 	 	2	 
	Corporate Trust Office
	 	 	2	 
	Debt
	 	 	3	 
	Default
	 	 	3	 
	Defaulted Interest
	 	 	3	 
	Dollar
	 	 	3	 
	Event of Default
	 	 	3	 
	Exchange Rate
	 	 	3	 
	Global Security
	 	 	3	 
	Holder
	 	 	3	 
	Indenture
	 	 	3	 
	Interest
	 	 	3	 
	Interest Payment Date
	 	 	3	 
	Judgment Currency
	 	 	3	 
	Maturity
	 	 	3	 
	Mortgage
	 	 	3	 
	Officers’ Certificate
	 	 	3	 
	Opinion of Counsel
	 	 	3	 
	Original Issue Discount Security
	 	 	4	 
	Outstanding
	 	 	4	 
	Paying Agent
	 	 	4	 
	Person
	 	 	4	 
	Place of Payment
	 	 	4	 
	Predecessor Security
	 	 	4	 
	Principal Property
	 	 	5	 
	Redemption Date
	 	 	5	 
	Redemption Price
	 	 	5	 
	Regular Record Date
	 	 	5	 
	Required Currency
	 	 	5	 
	Responsible Officer
	 	 	5	 
	Restricted Subsidiary
	 	 	5	 
	Securities
	 	 	5	 












	1
Note: This table of contents shall not, for any
purpose, be deemed to be a part of the Indenture.




i









 










	 	 	 	 	 
	Security Custodian
	 	 	5	 
	Security Register
	 	 	5	 
	Special Record Date
	 	 	5	 
	Stated Maturity
	 	 	5	 
	Stockholders’ Equity
	 	 	5	 
	Subsidiary
	 	 	6	 
	Trust Indenture Act
	 	 	6	 
	Trustee
	 	 	6	 
	United States
	 	 	6	 
	United States Alien
	 	 	6	 
	U.S. Government Obligations
	 	 	6	 
	Vice President
	 	 	6	 
	Yield to Maturity
	 	 	6	 
	Section 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	6	 
	Section 1.03. Compliance Certificates and Opinions
	 	 	7	 
	Section 1.04. Form of Documents Delivered to Trustee
	 	 	7	 
	Section 1.05. Acts of Holders; Record Dates
	 	 	7	 
	Section 1.06. Notices, Etc., to Trustee and Company
	 	 	8	 
	Section 1.07. Notice to Holders; Waiver
	 	 	9	 
	Section 1.08. Conflict With Trust Indenture Act
	 	 	9	 
	Section 1.09. Effect of Headings and Table of Contents
	 	 	9	 
	Section 1.10. Successors and Assigns
	 	 	9	 
	Section 1.11. Separability Clause
	 	 	9	 
	Section 1.12. Benefits of Indenture
	 	 	9	 
	Section 1.13. Governing Law
	 	 	10	 
	Section 1.14. Legal Holidays
	 	 	10	 
	Section 1.15. Corporate Obligation
	 	 	10	 
	ARTICLE TWO
	 	 	10	 
	SECURITY FORMS
	 	 	10	 
	Section 2.01. Forms Generally
	 	 	10	 
	Section 2.02. Form of Trustee’s Certificate of Authentication
	 	 	11	 
	Section 2.03. Securities Issuable in the Form of a Global Security
	 	 	11	 
	ARTICLE THREE
	 	 	12	 
	THE SECURITIES
	 	 	12	 
	Section 3.01. Amount Unlimited; Issuable in Series
	 	 	12	 
	Section 3.02. Denominations
	 	 	15	 
	Section 3.03. Execution, Authentication, Delivery and Dating
	 	 	15	 
	Section 3.04. Temporary Securities
	 	 	16	 
	Section 3.05. Registration, Registration of Transfer and Exchange
	 	 	16	 
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	17	 
	Section 3.07. Payment of Interest; Interest Rights Preserved
	 	 	18	 
	Section 3.08. Persons Deemed Owners
	 	 	19	 
	Section 3.09. Cancellation
	 	 	19	 
	Section 3.10. Computation of Interest
	 	 	19	 
	Section 3.11. CUSIP Numbers
	 	 	19	 
	ARTICLE FOUR
	 	 	19	 
	SATISFACTION AND DISCHARGE
	 	 	19	 
	Section 4.01. Satisfaction and Discharge of Indenture
	 	 	19	 
	Section 4.02. Application of Trust Money
	 	 	21	 
	Section 4.03. Discharge of Liability on Securities of Any Series
	 	 	21	 
	Section 4.04. Reinstatement
	 	 	21	 
	ARTICLE FIVE
	 	 	22	 
	REMEDIES
	 	 	22	 
	Section 5.01. Events of Default
	 	 	22	 
	Section 5.02. Acceleration of Maturity; Rescission and Annulment
	 	 	23	 
	Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	24	 






ii









 






	 	 	 	 	 
	Section 5.04. Trustee May File Proofs of Claim
	 	 	25	 
	Section 5.05. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	25	 
	Section 5.06. Application of Money Collected
	 	 	25	 
	Section 5.07. Limitation on Suits
	 	 	26	 
	Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	26	 
	Section 5.09. Restoration of Rights and Remedies
	 	 	27	 
	Section 5.10. Rights and Remedies Cumulative
	 	 	27	 
	Section 5.11. Delay or Omission Not Waiver
	 	 	27	 
	Section 5.12. Control by Holders
	 	 	27	 
	Section 5.13. Waiver of Past Defaults
	 	 	27	 
	Section 5.14. Undertaking for Costs
	 	 	28	 
	Section 5.15. Waiver of Stay or Extension Laws
	 	 	28	 
	ARTICLE SIX
	 	 	28	 
	THE TRUSTEE
	 	 	28	 
	Section 6.01. Certain Duties and Responsibilities
	 	 	28	 
	Section 6.02. Notice of Defaults
	 	 	29	 
	Section 6.03. Certain Rights of Trustee
	 	 	29	 
	Section 6.04. Not Responsible for Recitals or Issuance of Securities
	 	 	30	 
	Section 6.05. May Hold Securities
	 	 	30	 
	Section 6.06. Money Held in Trust
	 	 	31	 
	Section 6.07. Compensation and Reimbursement
	 	 	31	 
	Section 6.08. Disqualification; Conflicting Interests
	 	 	31	 
	Section 6.09. Corporate Trustee Required; Eligibility
	 	 	31	 
	Section 6.10. Resignation and Removal; Appointment of Successor
	 	 	32	 
	Section 6.11. Acceptance of Appointment by Successor
	 	 	33	 
	Section 6.12. Merger, Conversion, Consolidation or Succession to Business
	 	 	33	 
	Section 6.13. Preferential Collection of Claims Against Company
	 	 	34	 
	Section 6.14. Appointment of Authenticating Agent
	 	 	34	 
	ARTICLE SEVEN
	 	 	35	 
	HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	35	 
	Section 7.01. Company to Furnish Trustee Names and Addresses of Holders
	 	 	35	 
	Section 7.02. Preservation of Information; Communications to Holders
	 	 	35	 
	Section 7.03. Reports by Trustee
	 	 	36	 
	Section 7.04. Reports by Company
	 	 	36	 
	ARTICLE EIGHT
	 	 	36	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	36	 
	Section 8.01. Company May Consolidate, Etc., Only on Certain Terms
	 	 	36	 
	Section 8.02. Successor Person Substituted
	 	 	37	 
	ARTICLE NINE
	 	 	37	 
	SUPPLEMENTAL INDENTURES
	 	 	37	 
	Section 9.01. Supplemental Indentures Without Consent of Holders
	 	 	37	 
	Section 9.02. Supplemental Indentures With Consent of Holders
	 	 	38	 
	Section 9.03. Execution of Supplemental Indentures
	 	 	39	 
	Section 9.04. Effect of Supplemental Indentures
	 	 	39	 
	Section 9.05. Conformity With Trust Indenture Act
	 	 	39	 
	Section 9.06. Reference in Securities to Supplemental Indentures
	 	 	39	 
	ARTICLE TEN
	 	 	39	 
	COVENANTS
	 	 	39	 
	Section 10.01. Payment of Principal, Premium and Interest
	 	 	39	 
	Section 10.02. Maintenance of Office or Agency
	 	 	39	 
	Section 10.03. Money for Securities Payments to be Held in Trust
	 	 	40	 
	Section 10.04. Existence
	 	 	41	 
	Section 10.05. Statement by Officers as to Default
	 	 	41	 
	Section 10.06. All Securities to be Equally and Ratably Secured
	 	 	41	 
	Section 10.07. Waiver of Certain Covenants
	 	 	41
	 
	Section 10.08. Additional Amounts
	 	 	41	 






iii









 






	 	 	 	 	 
	ARTICLE ELEVEN
	 	 	42	 
	REDEMPTION OF SECURITIES
	 	 	42	 
	Section 11.01. Applicability of Article
	 	 	42	 
	Section 11.02. Election to Redeem; Notice to Trustee
	 	 	42	 
	Section 11.03. Selection by Trustee of Securities to be Redeemed
	 	 	42	 
	Section 11.04. Notice of Redemption
	 	 	43	 
	Section 11.05. Deposit of Redemption Price
	 	 	43	 
	Section 11.06. Securities Payable on Redemption Date
	 	 	43	 
	Section 11.07. Securities Redeemed in Part
	 	 	44	 
	ARTICLE TWELVE
	 	 	44	 
	SINKING FUNDS
	 	 	44	 
	Section 12.01. Applicability of Article
	 	 	44	 
	Section 12.02. Satisfaction of Sinking Fund Payments with Securities
	 	 	44	 
	Section 12.03. Redemption of Securities for Sinking Fund
	 	 	44	 
	ARTICLE THIRTEEN
	 	 	45	 
	MEETINGS OF HOLDERS OF SECURITIES
	 	 	45	 
	Section 13.01. Purposes for Which Meetings May Be Called
	 	 	45	 
	Section 13.02. Call, Notice and Place of Meetings
	 	 	45	 
	Section 13.03. Persons Entitled to Vote at Meetings
	 	 	45	 
	Section 13.04. Quorum; Action
	 	 	45	 
	Section 13.05. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	46	 
	Section 13.06. Counting Votes and Recording Action of Meetings
	 	 	46	 






iv









 





     INDENTURE, dated as of ___, 20___, between PETROHAWK ENERGY CORPORATION, a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 1100 Louisiana, Suite 4400, Houston, Texas 77002, and
                                                            , [a national banking association duly organized and
existing under the laws of the United States of America], as Trustee (herein called the “Trustee”),
the office of the Trustee at which at the date hereof its corporate trust business is principally
administered being                                                             , Attention:                                                             .



RECITALS OF THE COMPANY




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



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



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     Section 1.01. Definitions.



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




	 	(1)  	the terms defined in this Article One have the meanings assigned to them in
this Article One and include the plural as well as the singular;
	 
	 	(2)  	all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States,
and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United States
at the date of such computation; and
	 
	 	(3)  	the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.





     Certain terms, used principally in Article Six, are defined in Section 1.02.



     “Act,” when used with respect to any Holder, has the meaning specified in Section 1.05.



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



1









 





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




     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



     “Agent Members” has the meaning specified in Section 2.03.



     “Authenticating Agent” means any Person, which may include the Company, authorized by the
Trustee to act on behalf of the Trustee pursuant to Section 6.14 to authenticate Securities of one
or more series.



     “Authorized Newspaper” means a newspaper of general circulation in the New York, New York
area, printed in the English language and customarily published on each Business Day, whether or
not published on Saturdays, Sundays or holidays. Whenever successive weekly publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise expressly provided
herein) on the same or different days of the week and in the same or in different Authorized
Newspapers.



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



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



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in the Place of Payment or the city in which the Corporate Trust Office
is located are authorized or obligated by law or executive order to close.



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



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



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



     “Consolidated Net Assets” means the aggregate amount of the assets of the Company and its
Subsidiaries, on a consolidated basis, after deducting therefrom all current liabilities, as
calculated on the Company’s consolidated balance sheet as of a date within 150 days prior to the
date of determination.



     “Conversion Event” has the meaning specified in Section 5.01.



     “Corporate Trust Office” means the principal office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which office at the date
hereof is that indicated in the introductory paragraph of this Indenture.



2









 





     “Debt” means any indebtedness for money borrowed.



     “Default” means, with respect to the Securities of any series, any event, act or condition
that is, or after notice or the passage of time or both would be, an Event of Default with respect
to Securities of such series.



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



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



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



     “Event of Default” has the meaning specified in Section 5.01.



     “Exchange Rate” has the meaning specified in Section 3.02.



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



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



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 3.01 and the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument.



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



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



     “Judgment Currency” has the meaning specified in Section 5.06.



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



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



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, the Controller, the Secretary or an Assistant Treasurer, Assistant Controller or Assistant Secretary of the Company, and delivered to the
Trustee, which certificate shall be in compliance with Section 1.03 hereof.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee
of the Company, rendered, if applicable, in accordance with Section 314(c) of the Trust Indenture
Act, which opinion shall be in compliance with Section 1.03 hereof.



3









 





     “Original Issue Discount Security” means any Security that 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 5.02.



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




	 	(1)  	Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;
	 
	 	(2)  	Securities for whose payment or redemption money in the necessary amount has
been theretofore irrevocably deposited with the Trustee or any Paying Agent (other than
the Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities; provided
that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and
	 
	 	(3)  	Securities that have been paid pursuant to Section 3.06 or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid obligations of the
Company;





provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, or whether a quorum is present at a meeting of Holders of Securities, (a) the
principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for
such purposes shall be the principal amount thereof that would be due and payable as of the date of
such determination upon acceleration of the Maturity thereof pursuant to Section 5.02, (b) the
principal amount of a Security denominated in a foreign currency shall be the U.S. dollar
equivalent, determined by the Company on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent, determined on the date of original issuance of such Security, of the amount determined
as provided in (a) above), of such Security and (c) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver or upon any such determination as to the presence of a quorum, only Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




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



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



     “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of such series are payable as specified in accordance with Section 3.01
subject to the provisions of Section 10.02.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security



4









 





authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.




     “Principal Property” means any producing oil, gas or mineral property, or any refining,
smelting or manufacturing facility located in the United States, other than: (1) property employed
in transportation, distribution or marketing; (2) information and electronic data processing
equipment; or (3) any property that, in the opinion of the Board of Directors of the Company, is
not materially important to the total business conducted by the Company and its Subsidiaries as an
entirety.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.01, or, if not
so specified, the first day of the calendar month of the month of such Interest Payment Date if
such Interest Payment Date is the fifteenth day of the calendar month or the fifteenth day of the
calendar month preceding such Interest Payment Date if such Interest Payment Date is the first day
of a calendar month, whether or not such day shall be a Business Day.



     “Required Currency” has the meaning specified in Section 5.06.



     “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee
with direct responsibility for the administration of this Indenture and also means, with respect to
a particular corporate trust matter, any other officer to whom such matter is referred because of
his knowledge of and familiarity with the particular subject.



     “Restricted Subsidiary” means any Subsidiary of the Company: (1) a substantial portion of the
property of which is located, or a substantial portion of the business of which is carried on,
within the United States; (2) that owns or leases under a capital lease any Principal Property; and
(3) that has a Stockholders’ Equity exceeding 5% of Consolidated Net Assets.



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



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



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



     “Special Record Date” for the payment of any Defaulted Interest on the Securities of any
series means a date fixed by the Trustee pursuant to Section 3.07.



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



     “Stockholders’ Equity” means, with respect to any corporation, partnership, joint venture,
association, joint stock company, limited liability company, unlimited liability company, trust,
unincorporated organization or government, or any agency or political subdivision thereof,
stockholders’ equity, as computed in accordance with generally accepted accounting principles.



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     “Subsidiary” means, with respect to any specified Person: any corporation, association or
other business entity of which more than 50% of the total voting power of securities 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 such
Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and any
partnership (a) the sole general partner or the managing general partner of which is such Person or
a Subsidiary of such Person or (b) the only general partners of which are such Person or one or
more Subsidiaries of such Person (or any combination thereof).



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed, except as provided in Section 9.05; provided, however, that, in
the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.



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



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



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



     “U.S. Government Obligations” has the meaning specified in Section 4.01.



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



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



     Section 1.02. Incorporation by Reference of Trust Indenture Act.



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



     “Bankruptcy Act” means the Bankruptcy Act or Title 11 of the United States Code.



     “indenture securities” means the Securities.



     “indenture security holder” means a Holder.



     “indenture to be qualified” means this Indenture.



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



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



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



     Section 1.03. Compliance Certificates and Opinions.



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



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




	 	(1)  	a statement that each Person signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;
	 
	 	(2)  	a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or
opinion are based;
	 
	 	(3)  	a statement that, in the opinion of each such Person, such Person has made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to whether or not such covenant or condition has been complied
with; and
	 
	 	(4)  	a statement as to whether, in the opinion of each such Person, such condition
or covenant has been complied with.





     Section 1.04. Form of Documents Delivered to Trustee.



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



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



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



     Section 1.05. Acts of Holders; Record Dates.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all
series or one or more series, as the



7









 





case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or instruments and any such
record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of the Holders signing such instrument or instruments and so voting at any such meeting.
Proof of execution of any such instrument or of a writing appointing any such agent, or the holding
of any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section 1.05. The record of any meeting of Holders of Securities shall be proved in the
manner provided in Section 13.06.




     The Company may set a record date for purposes of determining the identity of Holders of
Securities entitled to vote or consent to any action by vote or consent authorized or permitted
under this Indenture. If a record date is fixed, those Persons who were Holders of Outstanding
Securities at such record date (or their duly designated proxies), and only those Persons, shall be
entitled with respect to such Securities to take such action by vote or consent or to revoke any
vote or consent previously given, whether or not such Persons continue to be Holders after such
record date. Promptly after any record date is set pursuant to this paragraph, the Company, at its
own expense, shall cause notice thereof to be given to the Trustee in writing in the manner
provided in Section 1.06 and to the relevant Holders as set forth in Section 1.07.



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



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



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



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



     Section 1.06. Notices, Etc., to Trustee and Company.



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




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




8









 






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





     Section 1.07. Notice to Holders; Waiver.



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



     In case by reason of the suspension of regular mail service, or by reason of any other cause
it shall be impracticable to give such notice to Holders of Securities by mail, then such
notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case in which notice to Holders of Securities is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder of a Security, shall affect the sufficiency of such notice with respect to
other Holders of Securities.



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



     Section 1.08. Conflict With Trust Indenture Act.



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



     Section 1.09. Effect of Headings and Table of Contents.



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



     Section 1.10. Successors and Assigns.



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



     Section 1.11. Separability Clause.



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



     Section 1.12. Benefits of Indenture.



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



9









 





     Section 1.13. Governing Law.



     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York, but without giving effect to applicable principles of conflicts of
law to the extent the application of the laws of another jurisdiction would be required thereby.



     Section 1.14. Legal Holidays.



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



     Section 1.15. Corporate Obligation.



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



ARTICLE TWO




SECURITY FORMS




     Section 2.01. Forms Generally.



     The Securities of each series shall be in fully registered form and in substantially such form
or forms as shall be established by or pursuant to one or more Board Resolutions and set forth in
such Board Resolutions, or, to the extent established pursuant to, rather than set forth in, such
Board Resolutions, an Officers’ Certificate detailing such establishment or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with any law or with any rules or regulations pursuant thereto, or
with any rules of any securities exchange or to conform to general usage, all as may, consistently
herewith, be determined by the officers of the Company executing such Securities, as evidenced by
their execution of the Securities. A copy of the Board Resolution establishing the form or forms
of Securities of any series shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and
delivery of such Securities.



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



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     Section 2.02. Form of Trustee’s Certificate of Authentication.



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



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



	 	 	 	 	 
	 	 	 
	 	 	as Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signatory”






     Section 2.03. Securities Issuable in the Form of a Global Security.



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



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



     (c) (1) If at any time the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as the Depositary for such Global Security or if at any time the
Depositary for the Securities for such series shall no longer be eligible or in good standing under
the Exchange Act, or other applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Security. If a successor Depositary for such Global Security
is not appointed by the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of Securities of such series in the form of definitive
certificates in exchange for such Global Security, will authenticate and deliver Securities of such
series in the form of definitive certificates of like tenor and terms in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such Global Security.
Such Securities will be issued to and registered in the name of such Person or Persons as are
specified by the Depositary.



     (2) The Company may at any time and in its sole discretion determine that the Securities of
any series issued or issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In any such event the Company will execute, and the Trustee, upon
receipt of a Company Request for the authentication and delivery of Securities in the form of
definitive certificates in exchange in whole or in part for such Global Security, will authenticate
and deliver without service charge to each Person specified by the Depositary Securities in the
form of definitive certificates of like tenor and terms in an aggregate principal amount equal to
the principal amount of such Global Security representing such series, or the aggregate principal
amount of such Global Securities representing such series, in exchange for such Global Security or
Securities.



     (3) If specified by the Company pursuant to Section 3.01 with respect to Securities issued or
issuable in the form of a Global Security, the Depositary for such Global Security may surrender
such Global Security in



11









 





exchange in whole or in part for Securities in the form of definitive certificates of like tenor and terms on such terms as are acceptable to the Company and such
Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver,
without service charge, (A) to each Person specified by such Depositary a new Security or
Securities of the same series of like tenor and terms and any authorized denomination as requested
by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial
interest in the Global Security and (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 Securities
delivered to Holders thereof.




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



     (5) Any endorsement of a Global Security to reflect the principal amount thereof, or any
increase or decrease in such principal amount, or changes in the rights of Holders of Outstanding
Securities represented thereby shall be made in such manner and by such Person or Persons as shall
be specified in or pursuant to any applicable letter of representations or other arrangement
entered into with, or procedures of, the Depositary with respect to such Global Security or in the
Company Order delivered or to be delivered pursuant to Section 3.03 with respect thereto. Subject
to the provisions of Section 3.03, the Trustee shall deliver and redeliver any such Global Security
in the manner and upon instructions given by the Person or Persons specified in or pursuant to any
applicable letter of representations or other arrangement entered into with, or procedures of, the
Depositary with respect to such Global Security or in any applicable Company Order. If a Company
Order pursuant to Section 3.03 is so delivered, any instructions by the Company with respect to
such Global Security contained therein shall be in writing but need not be accompanied by or
contained in an Officer’s Certificate and need not be accompanied by an Opinion of Counsel.



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



ARTICLE THREE




THE SECURITIES




     Section 3.01. Amount Unlimited; Issuable in Series.



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



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



12









 






	 	(1)  	the title of the Securities of such series (which shall distinguish the
Securities of the series from all other Securities);
	 
	 	(2)  	any limit upon the aggregate principal amount of the Securities of such series
which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, other Securities of such series pursuant to Section 2.03, 3.04, 3.05, 3.06,
9.06 or 11.07);
	 
	 	(3)  	the date or dates on which the principal or premium (if any) of the Securities
of such series is payable or the method of determination thereof;
	 
	 	(4)  	the rate or rates, or the method of determination thereof, at which the
Securities of such series shall bear interest, if any, whether and under what
circumstances Additional Amounts with respect to such Securities shall be payable, the
date or dates from which such interest shall accrue, the Interest Payment Dates on
which such interest shall be payable and, if other than as set forth in Section 1.01,
the Regular Record Date for the interest payable on any Securities on any Interest
Payment Date;
	 
	 	(5)  	the place or places where, subject to the provisions of Section 10.02, the
principal of, premium (if any) and interest on or any Additional Amounts with respect
to the Securities of such series shall be payable;
	 
	 	(6)  	the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which
Securities of such series may be redeemed, in whole or in part, at the option of the
Company, if the Company is to have that option, and the manner in which the Company
must exercise any such option, if different from those set forth herein;
	 
	 	(7)  	the obligation, if any, of the Company to redeem, purchase or repay Securities
of such series pursuant to any sinking fund, amortization or analogous provisions or at
the option of a Holder thereof and the period or periods within which, the price or
prices (whether denominated in cash, securities or otherwise) at which and the terms
and conditions upon which, Securities of such series shall be redeemed, purchased or
repaid in whole or in part pursuant to such obligation;
	 
	 	(8)  	the denomination in which any Securities of that series shall be issuable, if
other than denominations of $1,000 and any integral multiple thereof;
	 
	 	(9)  	if other than the Trustee, the identity of the Securities Registrar and/or the
Paying Agent;
	 
	 	(10)  	the currency or currencies (including composite currencies), if other than
Dollars, or the form, including equity securities, other debt securities (including
Securities), warrants or any other securities or property of the Company or any other
Person, in which payment of the principal of, premium (if any) and interest on or any
Additional Amounts with respect to the Securities of such series shall be payable;
	 
	 	(11)  	if the principal of, premium (if any) or interest on or any Additional Amounts
with respect to the Securities of such series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies (including composite
currencies) other than that in which the Securities are stated to be payable, the
currency or currencies (including composite currencies) in which payment of the
principal of, premium (if any) and interest on or any Additional Amounts with respect
to Securities of such series as to which such election is made shall be payable, and
the periods within which and the terms and conditions upon which such election is to be
made;
	 
	 	(12)  	if the amount of payments of principal of, premium (if any) and interest on or
any Additional Amounts with respect to the Securities of such series may be determined
with reference to any




13









 






	 	   	commodities, currencies or indices, values, rates or prices or
any other index or formula, the manner in which such amounts shall be determined;
	 
	 	(13)  	if other than the entire principal amount thereof, the portion of the principal
amount of Securities of such series that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 5.02;
	 
	 	(14)  	any additional means of satisfaction and discharge of this Indenture with
respect to Securities of such series pursuant to Section 4.01, any additional
conditions to discharge pursuant to Section 4.01 or 4.03 and the application, if any,
of Section 4.03;
	 
	 	(15)  	whether the Securities of the series will be guaranteed by any Subsidiary of
the Company;
	 
	 	(16)  	any deletions or modifications of or additions to the definitions set forth in
Section 1.01, Events of Default set forth in Section 5.01 or covenants of the Company
set forth in Article Ten pertaining to the Securities of such series or made for the
benefit of the Holders thereof;
	 
	 	(17)  	if the Securities of such series are to be convertible into or exchangeable for
equity securities, other debt securities (including Securities), warrants or any other
securities or property of the Company or any other Person, at the option of the Company
or the Holder or upon the occurrence of any condition or event, the terms and
conditions for such conversion or exchange;
	 
	 	(18)  	whether any of such Securities will be subject to certain optional interest
rate reset provisions;
	 
	 	(19)  	whether the Securities of the series shall be issued in whole or in part in the
form of a Global Security or Securities; the terms and conditions, if any, upon which
such Global Security or Securities may be exchanged in whole or in part for
certificated Securities of such series and of like tenor of any authorized denomination
and the circumstances under which such exchange may occur, if other than in the manner
provided for in Section 2.03; the Depositary for such Global Security or Securities;
and the form of any legend or legends to be borne by any such Global Security in
addition to or in lieu of the legend referred to in Section 2.03;
	 
	 	(20)  	the additions or changes, if any, to the Indenture with respect to such
Securities as shall be necessary to permit or facilitate the issuance of such
Securities in bearer form, registered or not registrable as to principal, and with or
without interest coupons; and
	 
	 	(21)  	any other terms of such series (which terms shall not be inconsistent with the
provisions of this Indenture).





     All Securities of any one series shall be substantially identical except as to denomination
and date and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 3.03) set forth, or determined in the manner provided, in the
Officers’ Certificate referred to above or in any such indenture supplemental hereto.



     At the option of the Company, interest on the Securities of any series that bears interest may
be paid by mailing a check to the address of any Holder as such address shall appear in the
Security Register.



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




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     Section 3.02. Denominations.



     The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities
of any series, the Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiple thereof. Unless otherwise provided as
contemplated by Section 3.01 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations that are the
equivalent, as determined by the Company by reference to the noon buying rate in The City of New
York for cable transfers for such currency (“Exchange Rate”), as such rate is reported or otherwise
made available by the Federal Reserve Bank of New York, on the applicable issue date for such
Securities, of $1,000 and any integral multiple thereof.



     Section 3.03. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by its Chairman of the Board, its
President, its Treasurer or one of its Vice Presidents, under its corporate seal reproduced thereon
or affixed thereto attested by its Secretary or one of its Assistant Secretaries. The signature of
any of these officers and the corporate seal on the Securities may be manual or facsimile.



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



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



     If the form or terms of the Securities of a series have been established in or pursuant to one
or more Board Resolutions or any other method permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating,




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





     If not all the Securities of any series are to be issued at one time, it shall not be
necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such
opinion with appropriate modifications shall be delivered at or before the time of issuance of the
first Security of such series. The Trustee shall not be required to authenticate such Securities
if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a manner not
reasonably acceptable to the Trustee.



15









 





     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09
together with a written statement (which need not comply with Section 1.03 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.



     Section 3.04. Temporary Securities.



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



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



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



     Section 3.05. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept for each series of Securities at one of the offices or
agencies maintained pursuant to Section 10.02 a register (the register maintained in such office
and in any other office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities of such series. The Trustee is hereby initially appointed “Security
Registrar” for the purpose of registering Securities and transfers of Securities as herein
provided.



     Except as set forth in Section 2.03 or as may be provided pursuant to Section 3.01, upon
surrender for registration of transfer of any Security of any series at the office or agency in a
Place of Payment for that series, the Company shall execute and deliver a Company Order requesting
the Trustee to authenticate and deliver and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Securities of the same series and of
like tenor, of any authorized denominations and of a like aggregate principal amount.



16









 





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



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



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



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchange pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.



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



     Any Holder of a Global Security shall, by acceptance of such Global Security, agree that
transfers of beneficial interests in such Global Security may be effected only through a book entry
system maintained by the Holder of such Global Security (or its agent), and that ownership of a
beneficial interest in the Security shall be required to be reflected in a book entry.



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



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



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



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



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



17









 





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



     The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.



     Section 3.07. Payment of Interest; Interest Rights Preserved.



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



     Any interest on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date or within five days thereafter (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:




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




18









 











     Subject to the foregoing provisions of this Section 3.07, each Security delivered under this
Indenture, upon registration of transfer of, in exchange for or in lieu of, any other Security,
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



     Section 3.08. Persons Deemed Owners.



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



     Section 3.09. Cancellation.



     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities so delivered shall be promptly canceled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 3.09, except as expressly permitted by this Indenture. All canceled Securities
held by the Trustee shall be disposed of by the Trustee in accordance with its customary
procedures, unless the Trustee is otherwise directed by a Company Order.



     Section 3.10. Computation of Interest.



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



     Section 3.11. CUSIP Numbers.



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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




     Section 4.01. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect with respect to
Securities of a series, and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with respect to Securities
of such series, when




	 	(1)  	either






	 	(A)  	all Securities of such series theretofore authenticated and
delivered (other than (i) Securities that have been destroyed, lost or stolen
and that have been replaced or paid as provided in Section 3.06, and (ii)
Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter




19









 






	 	   	repaid to the Company or discharged from such trust, as provided
in Section 10.03) have been delivered to the Trustee for cancellation;
	 
	 	(B)  	with respect to all Outstanding Securities of such series not
theretofore delivered to the Trustee for cancellation, the Company has
deposited or caused to be deposited with the Trustee under the terms of an
irrevocable trust agreement in form and substance satisfactory to the Trustee,
as trust funds in trust solely for the benefit of the Holders of Outstanding
Securities for that purpose, money or U.S. Government Obligations maturing as
to principal and interest in such amounts and at such times as will, together
with the income to accrue thereon, without consideration of any reinvestment
thereof, be sufficient to pay and discharge the entire indebtedness on all
Outstanding Securities of such series not theretofore delivered to the Trustee
for cancellation for principal of, premium (if any) and interest on or any
Additional Amounts with respect to such Securities to the Stated Maturity or
any Redemption Date contemplated by the penultimate paragraph of this Section
4.01, as the case may be; or
	 
	 	(C)  	the Company has properly fulfilled such other means of
satisfaction and discharge as is specified, as contemplated by Section 3.01, to
be applicable to the Securities of such series;






	 	(2)  	the Company has paid or caused to be paid all other sums payable hereunder by
the Company with respect to the Outstanding Securities of such series;
	 
	 	(3)  	the Company has complied with any other conditions specified pursuant to
Section 3.01 to be applicable to the discharge of Securities of such series pursuant to
this Section 4.01;
	 
	 	(4)  	the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture with respect to the
Outstanding Securities of such series have been complied with;
	 
	 	(5)  	if the conditions set forth in subclause (A) of clause (1) of Section 4.01 have
not been satisfied, and unless otherwise specified pursuant to Section 3.01 for the
Securities of such series, the Company has delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of Securities of such series will not recognize
income, gain or loss for United States federal income tax purposes as a result of such
deposit, satisfaction and discharge and will be subject to United States federal income
tax on the same amount and in the same manner and at the same time as would have been
the case if such deposit, satisfaction and discharge had not occurred; and
	 
	 	(6)  	no Default or Event of Default with respect to the Securities of such issue
shall have occurred and be continuing on the date of any such deposit or, in so far as
clause (5) or (6) of Section 5.01 is concerned, at any time in the period ending on the
91st day after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until the expiration of such period).





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



     If any Outstanding Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the trust agreement referred to in subclause (B) of clause (1)
of this Section 4.01 shall provide therefor and the
Company shall make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the Company.



20









 





     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Outstanding Securities of such series pursuant to this Section 4.01, the obligations of the Company
to the Trustee under Section 6.07, the obligations of the Company to any Authenticating Agent under
Section 6.14 and, except for a discharge pursuant to subclause (A) of clause (1) of this Section
4.01, the obligations of the Company under Sections 3.05, 3.06, 4.04, 10.01 and 10.02 and the
obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive.



     Section 4.02. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal of, premium (if any) and interest on or any
Additional Amounts with respect to Securities of such Securities for the payment of which such
money has been deposited with the Trustee.



     Section 4.03. Discharge of Liability on Securities of Any Series.



     If this Section 4.03 is specified, as contemplated by Section 3.01, to be applicable to
Securities of any series, the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Securities of such series, the obligation of the Company under
this Indenture and the Securities of such series to pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to Securities of such series shall cease,
terminate and be completely discharged, and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging such satisfaction and discharge, when




	 	(1)  	the Company has complied with the provisions of Section 4.01 of this Indenture
(other than any additional conditions specified pursuant to Section 3.01 and clause (3)
of Section 4.01 and except that the Opinion of Counsel referred to in clause (5) of
Section 4.01 shall state that it is based on a ruling by the Internal Revenue Service
or other change since the date hereof under applicable Federal income tax law) with
respect to all Outstanding Securities of such series,
	 
	 	(2)  	the Company has delivered to the Trustee a Company Request requesting such
satisfaction and discharge,
	 
	 	(3)  	the Company has complied with any other conditions specified pursuant to
Section 3.01 to be applicable to the discharge of Securities of such series pursuant to
this Section 4.03, and
	 
	 	(4)  	the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the discharge of the indebtedness on the Outstanding Securities of such
series have been complied with.





     Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to all the
Outstanding Securities of any series, the terms and conditions of such series, including the terms
and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon,
or applicable to, the Company; provided that, the Company shall not be discharged from any payment
obligations in respect of Securities of such series which are deemed not to be Outstanding under
clause (iii) of the definition thereof if such obligations continue to be valid obligations of the
Company under applicable law or pursuant to Section 3.05 or 3.06.



     Section 4.04. Reinstatement.



     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
deposited with respect to Securities of any series in accordance with Section 4.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture with respect to the Securities of such series and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to



21









 





Section 4.01 until
such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 4.01; provided, however, that if the Company has made any
payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to
any Securities because of the reinstatement of its obligations, the Company shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.




ARTICLE FIVE




REMEDIES




     Section 5.01. Events of Default.



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




	 	(1)  	default in the payment of any interest on or any Additional Amounts with
respect to any Security of that series when such interest or Additional Amounts become
due and payable, and continuance of such default for a period of 30 days; or
	 
	 	(2)  	default in the payment of the principal of or premium (if any) on any Security
of that series at its Maturity; or
	 
	 	(3)  	default in the deposit of any mandatory sinking fund payment, when and as due
by the terms of a Security of that series, and continuance of such default for a period
of 30 days; or
	 
	 	(4)  	default in the performance or breach of any covenant of the Company in this
Indenture (other than a covenant a default in whose performance or whose breach is
elsewhere in this Section 5.01 specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of one or more series of Securities
other than that series), and continuance of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of all Outstanding Securities a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default”
hereunder; or
	 
	 	(5)  	the entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other similar
law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company under any applicable federal or state
law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for
a period of 60 consecutive days; or
	 
	 	(6)  	the commencement by the Company of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law
or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect of the Company in
an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it,




22









 






	 	  	of a
petition or answer or consent seeking reorganization or relief under any applicable
federal or state law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or similar official of the Company or of any substantial part of
its property, or the making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by the Company in furtherance of any such
action; or
	 
	 	(7)  	any other Event of Default provided with respect to Securities of that series.





     Notwithstanding the foregoing provisions of this Section 5.01, if the principal of, premium
(if any) or any interest on or any Additional Amounts with respect to any Security is payable in a
currency or currencies (including a composite currency) other than Dollars and such currency or
currencies are not available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a “Conversion Event”),
the Company will be entitled to satisfy its obligations to Holders of the Securities by making such
payment in Dollars in an amount equal to the Dollar equivalent of the amount payable in such other
currency, as determined by the Company by reference to the Exchange Rate, as such Exchange Rate is
certified for customs purposes by the Federal Reserve Bank of New York on the date of such payment,
or, if such rate is not then available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 5.01, any payment made under such
circumstances in Dollars where the required payment is in a currency other than Dollars will not
constitute an Event of Default under this Indenture.



     Promptly after the occurrence of a Conversion Event with respect to the Securities of any
series, the Company shall give written notice thereof to the Trustee; and the Trustee, promptly
after receipt of such notice, shall give notice thereof in the manner provided in Section 1.07 to
the Holders of such series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to the Securities of any series, the Company shall give notice in the
manner provided in Section 1.07 to the Holders of such series, setting forth the applicable
Exchange Rate and describing the calculation of such payments.



     Section 5.02. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default with respect to any Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of (i) the series with respect to which such
default has occurred, in the case of an Event of Default described in clause (1), (2), (3), (4) (if
the Event of Default under clause (4) is with respect to less than all series of Securities then
outstanding) or (7) of Section 5.01, or (ii) all series of Securities, in the case of an Event of
Default described in clause (4) (if the Event of Default under clause (4) is with respect to all
series of Securities then outstanding), (5) or (6) of Section 5.01, may declare the principal
amount (or, if any such Securities are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the Securities of the
series with respect to which such default has occurred, or all series, as the case may be, to be
due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such amount shall become immediately due and payable.



     At any time after such a declaration of acceleration with respect to Securities of any series
(or of all series, as the case may be) has been made, the Holders of a majority in principal amount
of the Outstanding Securities of that series (or of all series, as the case may be), by written
notice to the Company and the Trustee, may rescind and annul such declaration and its consequences
if




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






	 	(A)  	all overdue interest on, and any Additional Amounts with
respect to, all Securities of that series (or of all series, as the case may
be),
	 
	 	(B)  	the principal of or premium (if any) on any Securities of that
series (or of all series, as the case may be) which have become due otherwise
than by such declaration of acceleration




23









 






	 	   	and interest thereon at the rate or
rates prescribed therefor in such Securities (in the case of Original Issue
Discount Securities, the Securities’ Yield to Maturity),
	 
	 	(C)  	to the extent that payment of such interest is lawful, interest
upon overdue interest and any Additional Amounts at the rate or rates
prescribed therefor in such Securities (in the case of Original Issue Discount
Securities, the Securities’ Yield to Maturity), and
	 
	 	(D)  	all sums paid or advanced by the Trustee hereunder, the
compensation, expenses, disbursements and advances due to Trustee under Section
6.07, and all other amounts due under Section 6.07;






	 	(2)  	all Events of Default with respect to Securities of that series (or of all
series, as the case may be), other than the nonpayment of the principal of Securities
of that series (or of all series, as the case may be) which have become due solely by
such declaration of acceleration, have been cured or waived as provided in Section
5.13; and
	 
	 	(3)  	the rescission would not conflict with any final judgment or decree of a court
of competent jurisdiction.





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




     Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Company covenants that if




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





the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal of, premium (if
any) and interest on or any Additional Amounts with respect to such Securities and, to the extent
that payment of such interest shall be legally enforceable, interest on any overdue principal,
premium (if any) and on any overdue interest or Additional Amounts, at the rate or rates prescribed
therefor in such Securities (or in the case of Original Issue Discount Securities, the Securities’
Yield to Maturity), and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and all other amounts due the
Trustee under Section 6.07.




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



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



24









 





     Section 5.04. Trustee May File Proofs of Claim.



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




	 	(1)  	to file and prove a claim for the whole amount of principal (or lesser amount
in the case of Original Issue Discount Securities) (and premium, if any) and interest
and any Additional Amounts owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding, and
	 
	 	(2)  	to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 6.07.





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



     Section 5.05. Trustee May Enforce Claims Without Possession of Securities or Coupons.



     All rights of action and claim under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without possession of any of the Securities or the production thereof in
any proceeding relating thereto; any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust; after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07, any recovery of judgment shall be for the ratable
benefit of the Holders of the Securities in respect of which such judgment has been recovered.



     Section 5.06. Application of Money Collected.



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



FIRST: To the payment of all amounts due the Trustee under Section 6.07;




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



25









 





     THIRD: The balance, if any, to the Company.



     To the fullest extent allowed under applicable law, if for the purpose of obtaining judgment
against the Company in any court it is necessary to convert the sum due in respect of the principal
of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of any
series (the “Required Currency”) into a currency in which a judgment will be rendered (the
“Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the Business Day in the City of New York next preceding that on which
final judgment is given. Neither the Company nor the Trustee shall be liable for any shortfall nor
shall it benefit from any windfall in payments to Holders of Securities under this Section 5.06
caused by a change in exchange rates between the time the amount of a judgment against it is
calculated as above and the time the Trustee converts the Judgment Currency into the Required
Currency to make payments under this Section 5.06 to Holders of Securities, but payment of such
judgment shall discharge all amounts owed by the Company on the claim or claims underlying such
judgment.



     Section 5.07. Limitation on Suits.



     Subject to Section 5.08, no Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless




	 	(1)  	an Event of Default with respect to Securities of such series shall have
occurred and be continuing and such Holder has previously given written notice to the
Trustee of such continuing Event of Default;
	 
	 	(2)  	the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;
	 
	 	(3)  	such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request;
	 
	 	(4)  	the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity has failed to institute any such proceeding; and
	 
	 	(5)  	no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal amount of
the Outstanding Securities of that series (or of all series, as the case may be); it
being understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this Indenture
to affect, disturb or prejudice the rights of any other of such Holders, or to obtain
or to seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all of such Holders.





     Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest.



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



26









 





     Section 5.09. Restoration of Rights and Remedies.



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



     Section 5.10. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     Section 5.11. Delay or Omission Not Waiver.



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



     Section 5.12. Control by Holders.



     With respect to Securities of any series, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, relating to or arising under an Event of Default described in clause (1),
(2), (3) or (7) of Section 5.01, and with respect to all Securities the Holders of a majority in
principal amount of all Outstanding Securities shall have the right to direct the time, method and
place of conducting any remedy available to the Trustee, or exercising any trust or power conferred
on the Trustee, not relating to or arising under such an Event of Default, provided that in each
such case




	 	(1)  	the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, determines that the action so directed may not
lawfully be taken or would conflict with this Indenture or if the Trustee in good faith
shall, by a Responsible Officer, determine that the proceedings so directed would
involve it in personal liability or be unjustly prejudicial to the Holders not taking
part in such direction, and
	 
	 	(2)  	the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.





     Section 5.13. Waiver of Past Defaults.



     Subject to Sections 5.08 and 9.02, the Holders of a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default hereunder with respect to such series and its consequences, and the
Holders of a majority in principal amount of all Outstanding Securities may on behalf of the
Holders of all Securities waive any other past default hereunder and its consequences, except in
each case a default



27









 






	 	(1)  	in the payment of the principal of, premium (if any) or interest on or any
Additional Amounts with respect to any Security, or
	 
	 	(2)  	in respect of a covenant or provision hereof that under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding Security
affected.





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



     Section 5.14. Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees 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. The provisions of this Section 5.14 shall not apply to any suit instituted by the
Company, by the Trustee, by any Holder or group of Holders holding in the aggregate more than 10%
in principal amount of the Outstanding Securities of any series, or by any Holder for the
enforcement of the payment of the principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Security on or after the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on or after the Redemption Date).



     Section 5.15. Waiver of Stay or Extension Laws.



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



ARTICLE SIX




THE TRUSTEE




     Section 6.01. Certain Duties and Responsibilities.



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




	 	(1)  	the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and
	 
	 	(2)  	in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or opinions
that by any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture (but need not confirm or investigate the
accuracy of any mathematical calculations or other facts stated therein).





     (b) In case an Event of Default has occurred and is continuing with respect to the Securities
of any series, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree



28









 





of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.




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




	 	(1)  	this Section 6.01(c) shall not be construed to limit the effect of Section
6.01(a);
	 
	 	(2)  	the Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;
	 
	 	(3)  	the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series or of all series,
determined as provided in Section 5.12, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any
trust or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and
	 
	 	(4)  	no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity,
satisfactory to the Trustee in its reasonable judgement, against such risk or liability
is not reasonably assured to it.





     (d) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.01.



     Section 6.02. Notice of Defaults.



     Within 90 days after the occurrence of any Default or Event of Default with respect to the
Securities of any series, the Trustee shall give notice of such Default or Event of Default known
to the Trustee to all Holders of Securities of such series in the manner provided in Section 1.07,
unless such default shall have been cured or waived; provided, however, that, except in the case of
a Default or Event of Default in the payment of the principal of, premium (if any) or interest on
or any Additional Amounts with respect to any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any Default or Event of Default of the character specified
in clause (4) of Section 5.01 with respect to Securities of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof.



     Section 6.03. Certain Rights of Trustee.



     Subject to the provisions of Section 6.01:




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




29









 






	 	(3)  	whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or omitting
any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officers’
Certificate;
	 
	 	(4)  	the Trustee may consult with counsel and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;
	 
	 	(5)  	the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities that might
be incurred by it in compliance with such request or direction;
	 
	 	(6)  	the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters
as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney;
	 
	 	(7)  	the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and, except for
any Affiliates of the Trustee, the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder;
	 
	 	(8)  	the Trustee shall not be charged with knowledge of any Default or Event of
Default with respect to the Securities of any series for which it is acting as Trustee
unless either (1) a Responsible Officer shall have actual knowledge of such Default or
Event of Default or (2) written notice of such Default or Event of Default shall have
been given to the Trustee by the Company or any other obligor on such Securities or by
any Holder of such Securities; and
	 
	 	(9)  	the Trustee shall not be liable for any action taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture.





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



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



     Section 6.05. May Hold Securities.



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



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     Section 6.06. Money Held in Trust.



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



     Section 6.07. Compensation and Reimbursement.



     The Company agrees:




	 	(1)  	to pay to the Trustee from time to time such compensation as shall be agreed
upon in writing from time to time for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);
	 
	 	(2)  	except as otherwise expressly provided herein, to reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by
the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to
its negligence, willful misconduct or bad faith; and
	 
	 	(3)  	to indemnify the Trustee and each of its directors, officers, employees, agents
and/or representatives for, and to hold each of them harmless against, any and all
loss, liability, claim, damage or expense incurred without negligence, willful
misconduct or bad faith on each of their part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the costs and
expenses of defending themselves against any claim or liability in connection with the
exercise or performance of any of the Trustees’ powers or duties hereunder.





     As security for the performance of the obligations of the Company under this Section 6.07, the
Trustee shall have a lien prior to the Securities on all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of, premium (if any)
or interest on or any Additional Amounts with respect to particular Securities.



     Any expenses and compensation for any services rendered by the Trustee after the occurrence of
an Event of Default specified in clause (5) or (6) of Section 5.01 shall constitute expenses and
compensation for services of administration under all applicable federal or state bankruptcy,
insolvency, reorganization or other similar laws.



     The provisions of this Section 6.07 and any lien arising hereunder shall survive the
resignation or removal of the Trustee or the discharge of the Company’s obligations under this
Indenture and the termination of this Indenture.



     Section 6.08. Disqualification; Conflicting Interests.



     If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee shall not be deemed to have a conflicting interest by virtue of
being a Trustee under (i) this Indenture with respect to debt Securities of more than one series,
or (ii) the Indenture (For Subordinated Debt Securities), between the Company and the Trustee,
dated as of ___, 200_.



     Section 6.09. Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50 million and subject to



31









 





supervision or examination by federal or state
(or the District of Columbia) authority. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section 6.09, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 6.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article Six.




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



     Section 6.10. Resignation and Removal; Appointment of Successor.



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



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



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



     (d) If at any time:




	 	(1)  	the Trustee shall fail to comply with Section 6.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a Security
for at least six months, or
	 
	 	(2)  	the Trustee shall cease to be eligible under Section 6.09 and shall fail to
resign after written request therefor by the Company or by any such Holder of
Securities, or
	 
	 	(3)  	the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any
public officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation,





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




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and such successor Trustee or Trustees shall comply with the applicable requirements of
Section 6.11. If no successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide



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Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to the Securities of such series.




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



     Section 6.11. Acceptance of Appointment by Successor.



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



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



     (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in Section 6.11(a) or Section 6.11(b), as the case may
be.



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



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



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the



33









 





successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article Six, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities.




     Section 6.13. Preferential Collection of Claims Against Company.



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



     Section 6.14. Appointment of Authenticating Agent.



     The Trustee may appoint an Authenticating Agent or Agents that shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or the District of Columbia,
having a combined capital and surplus of not less than $50 million or equivalent amount expressed
in a foreign currency and subject to supervision or examination by federal or state (or the
District of Columbia) authority or authority of such country. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 6.14, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
6.14, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 6.14.



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



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the
Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders
as their names and addresses appear in the Security Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 6.14.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 6.14.



     If an appointment is made pursuant to this Section 6.14, the Securities may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form:



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



	 	 	 	 	 
	 	 	 
	 	 	As Trustee
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	As Authenticating Agent
	

	 	By	 	 
	

	 	 	 	 
	

	 	 	 	Authorized Signatory






     Notwithstanding any provision of this Section 6.14 to the contrary, if at any time any
Authenticating Agent appointed hereunder with respect to any series of Securities shall not also be
acting as the Security Registrar hereunder with respect to any series of Securities, then, in
addition to all other duties of an Authenticating Agent hereunder, such Authenticating Agent shall
also be obligated: (i) to furnish to the Security Registrar promptly all information necessary to
enable the Security Registrar to maintain at all times an accurate and current Security Register;
and (ii) prior to authenticating any Security denominated in a foreign currency, to ascertain from
the Company the units of such foreign currency that are required to be determined by the Company
pursuant to Section 3.02.



ARTICLE SEVEN




HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY




     Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.



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




	 	(1)  	semi-annually, not more than 15 days after each Regular Record Date relating to
that series (or, if there is no Regular Record Date relating to that series, on January
1 and July 1), a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of that series as of such dates, and
	 
	 	(2)  	at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and content,
such list to be dated as of a date not more than 15 days prior to the time such list is
furnished;





provided, that so long as the Trustee is the Security Registrar, the Company shall not be required
to furnish or cause to be furnished such a list to the Trustee. The Company shall otherwise comply
with Section 310(a) of the Trust Indenture Act.




     Section 7.02. Preservation of Information; Communications to Holders.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders of each series contained in the most recent list furnished to the Trustee
as provided in Section 7.01 and the names and addresses of Holders of each series received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished. The Trustee shall otherwise
comply with Section 310(a) of the Trust Indenture Act.



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



35









 





Trustee, the Security Registrar and any other Person shall have the protection of
Section 312(c) of the Trust Indenture Act.




     Section 7.03. Reports by Trustee.



     (a) Within 60 days after the end of each year after the execution of this Indenture, the
Trustee shall transmit by mail to Holders a brief report dated as of the end of such year that
complies with Section 313(a) of the Trust Indenture Act. The Trustee shall comply with Section
313(b) of the Trust Indenture Act. The Trustee shall transmit by mail all reports as required by
Sections 313(c) and 313(d) of the Trust Indenture Act.



     (b) A copy of each report pursuant to Section 7.03(a) shall, at the time of its transmission
to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed,
with the Commission and with the Company. The Company will notify the Trustee when any Securities
are listed on any stock exchange.



     Section 7.04. Reports by Company.



     The Company shall file with the Trustee, within 15 days after the Company is required to file
the same with the Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended, and shall otherwise comply with Section 314(a) of the Trust Indenture Act.



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



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




     Section 8.01. Company May Consolidate, Etc., Only on Certain Terms.



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




	 	(1)  	either (a) the Company shall be the continuing corporation or (b) the Person
(if other than the Company) formed by such consolidation or into which the Company is
merged, or the Person which acquires, by sale, lease, conveyance, transfer or other
disposition, all or substantially all of the assets of the Company, shall be organized
and validly existing under the laws of the United States of America, any political
subdivision thereof or any state thereof or the District of Columbia, and shall
expressly assume, by a supplemental indenture, the due and punctual payment of the
principal of (and premium, if any,) and interest on or any Additional Amounts with
respect to the Securities and the performance of the Company’s covenants and
obligations under this Indenture and the Securities.
	 
	 	(2)  	immediately after giving effect to such transaction, and treating any Debt that
becomes an obligation of the Company or a Subsidiary of the Company as a result of such
transaction as having been incurred by the Company or such Subsidiary at the time of
such transaction, no Default or Event of Default, shall have happened and be
continuing; and
	 
	 	(3)  	the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer
or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply




36









 






	 	   	with this Article Eight and that all
conditions precedent herein provided for relating to such transaction have been
complied with.





     Section 8.02. Successor Person Substituted.



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



ARTICLE NINE




SUPPLEMENTAL INDENTURES




     Section 9.01. Supplemental Indentures Without Consent of Holders.



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




	 	(1)  	to evidence the succession of another Person to the Company (or any guarantor
of all or any series of Securities) and the assumption by any such successor of the
covenants of the Company (or any such guarantor) herein and in the Securities; or
	 
	 	(2)  	to add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series), to convey, transfer, assign, mortgage or pledge
any property to or with the Trustee or otherwise secure any series of the Securities,
or to surrender any right or power herein conferred upon the Company; or
	 
	 	(3)  	to add any additional Events of Default with respect to all or any series of
the Securities (and, if such Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable); or
	 
	 	(4)  	to change or eliminate any of the provisions of this Indenture, provided that
any such change or elimination shall become effective only when there is no Security
Outstanding of any series created prior to the execution of such supplemental indenture
which is adversely affected by such change in or elimination of such provision; or
	 
	 	(5)  	to provide for one or more guarantees of all or any series of Securities; or
	 
	 	(6)  	to supplement any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section 4.01; provided, however, that any such action shall not
adversely affect the interest of the Holders of Securities of such series or any other
series of Securities in any material respect; or
	 
	 	(7)  	to establish the form or terms of Securities of any series as permitted by
Sections 2.01 and 3.01; or
	 
	 	(8)  	to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this




37









 






	 	   	Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11(b); or
	 
	 	(9)  	to comply with the requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act; or
	 
	 	(10)  	to cure any ambiguity, to correct or supplement any provision herein which may
be defective or inconsistent with any other provision herein, or to make any other
provisions with respect to matters or questions arising under this Indenture, provided
such other provisions as may be made shall not adversely affect the interests of the
Holders of Securities of any series in any material respect.





     Section 9.02. Supplemental Indentures With Consent of Holders.



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




	 	(1)  	change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon, any Additional Amounts with respect thereto or any premium payable
upon the redemption thereof, or change any obligation of the Company to pay Additional
Amounts (except as contemplated by clause (1) of Section 8.01 and permitted by clause
(1) of Section 9.01), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or
the coin or currency or currencies (including composite currencies) in which, any
Security or any premium or any interest thereon or Additional Amounts with respect
thereto is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date),
	 
	 	(2)  	reduce the percentage in principal amount of Outstanding Securities, the
consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or
	 
	 	(3)  	modify any of the provisions of this Section 9.02, Section 5.13 or Section
10.06, except to increase any such percentage or to provide with respect to any
particular series the right to condition the effectiveness of any supplemental
indenture as to that series on the consent of the Holders of a specified percentage of
the aggregate principal amount of Outstanding Securities of such series (which
provision may be made pursuant to Section 3.01 without the consent of any Holder) or to
provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby,
provided, however, that this clause (3) shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and concomitant
changes in this Section 9.02 and Section 10.06, or the deletion of this proviso, in
accordance with the requirements of Section 6.11(b) and clause (7) of Section 9.01.





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





38









 








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



     Section 9.03. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully
protected in relying upon an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties, immunities or liabilities under this Indenture or otherwise.



     Section 9.04. Effect of Supplemental Indentures.



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



     Section 9.05. Conformity With Trust Indenture Act.



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



     Section 9.06. Reference in Securities to Supplemental Indentures.



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



ARTICLE TEN




COVENANTS




     Section 10.01. Payment of Principal, Premium and Interest.



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



     Section 10.02. Maintenance of Office or Agency.



     The Company will maintain in the Borough of Manhattan, City of New York, an office or agency
(which may be an office of the Trustee, the Registrar or the Paying Agent) where Securities may be
presented or surrendered for payment, where Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in respect of Securities
and this Indenture may be served. Unless otherwise designated by the Company by written notice to
the Trustee, such office or agency shall be the office of the agent of the Trustee in the City of
New York which, on the date hereof, is located at ___,
Attention: ___. 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



39









 





Office] of the Trustee and the Company hereby appoints the Trustee its agent
to receive all presentations, surrenders, notices and demands.




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



     Section 10.03. Money for Securities Payments to be Held in Trust.



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



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



     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will:




	 	(1)  	hold all sums held by it for the payment of the principal of, premium (if any)
or interest on or any Additional Amounts with respect to Securities of that series in
trust for the benefit of the Persons entitled thereto until such sums shall be paid to
such Persons or otherwise disposed of as herein provided;
	 
	 	(2)  	give the Trustee notice of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment of principal of,
premium (if any) or interest on or any Additional Amounts with respect to the
Securities of that series; and
	 
	 	(3)  	at any time during the continuance of any such default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.





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



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium (if any) or interest on or any Additional
Amounts with respect to any Security of any series and remaining unclaimed for three years after
such principal of, premium (if any) or interest on or any Additional Amounts with respect to any
Securities have become due and payable shall, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law, be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all



40









 





liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized Newspaper in The
Borough of Manhattan, The City of New York and in such other Authorized Newspapers as the Trustee
shall deem appropriate, notice that such money remains unclaimed and that, after a date specified
herein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law, be repaid to the Company.




     Section 10.04. Existence.



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



     Section 10.05. Statement by Officers as to Default.



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof so long as any Security is outstanding hereunder, an
Officers’ Certificate, complying with Section 314(a)(4) of the Trust Indenture Act and stating that
a review of the activities of the Company during such year and of performance under this Indenture
has been made under the supervision of the signers thereof and whether or not to the best of their
knowledge, based upon such review, the Company is in default in the performance, observance or
fulfillment of any of its covenants and other obligations under this Indenture, and if the Company
shall be in default, specifying each such default known to them and the nature and status thereof.
One of the officers signing the Officers’ Certificate delivered pursuant to this Section 10.05
shall be the principal executive, financial or accounting officer of the Company.



     For purposes of this Section 10.05, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.



     Section 10.06. All Securities to be Equally and Ratably Secured.



     The Company will not itself, nor will the Company permit any Restricted Subsidiary to, secure
Securities of any one or more series with any Mortgage, without effectively providing that the
Securities of every other series shall be secured equally and ratably by such Mortgage.



     Section 10.07. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 10.01 through 10.05, inclusive, or any covenant added for the benefit of any
series of Securities as contemplated by Section 3.01 (unless otherwise specified pursuant to
Section 3.01) if before or after the time for such compliance the Holders of a majority in
principal amount of the Outstanding Securities of all series entitled to the benefit of such
covenant or condition (acting as one class) shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such covenant or condition shall remain in full force and
effect.



     Section 10.08. Additional Amounts.



     If the Securities of a series expressly provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of, or premium (if any) or interest on any Security of any series or the net proceeds
received from the sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of Additional Amounts provided for in this Section 10.08 to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof



41









 





pursuant to the provisions of this Section 10.08 and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional
Amounts in those provisions hereof where such express mention is not made.




     If the Securities of a series provide for the payment of Additional Amounts, at least 10 days
prior to the first Interest Payment Date with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to each date of payment
of principal and any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers’ Certificate, the Company shall furnish the Trustee and
the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’
Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and any premium or interest on the Securities of that series shall be made to Holders
of Securities of that series who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of that series. If
any such withholding shall be required, then such Officers’ Certificate shall specify by country
the amount, if any, required to be withheld on such payments to such Holders of Securities and the
Company will pay to such Paying Agent the Additional Amounts required by this Section 10.07. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of them in reliance on
any Officers’ Certificate furnished pursuant to this Section 10.07.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




     Section 11.01. Applicability of Article.



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



     Section 11.02. Election to Redeem; Notice to Trustee.



     Unless otherwise provided with respect to the Securities of a series as contemplated by
Section 3.01, the election of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, a reasonable period prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
of such Redemption Date and of the principal amount of Securities of such series to be redeemed.
In the case of any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.



     Section 11.03. Selection by Trustee of Securities to be Redeemed.



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



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



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



     Section 11.04. Notice of Redemption.



     Notice of redemption shall be given in the manner provided in Section 1.07 to each Holder of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.



     All notices of redemption shall state:




	 	(1)  	the Redemption Date,
	 
	 	(2)  	the Redemption Price,
	 
	 	(3)  	if less than all the Outstanding Securities of any series are to be redeemed,
the identification (and, in the case of partial redemption, the principal amounts) of
the particular Securities to be redeemed,
	 
	 	(4)  	that on the Redemption Date the Redemption Price will become due and payable
upon each such Security to be redeemed and, if applicable, that interest thereon will
cease to accrue on and after said date,
	 
	 	(5)  	the place or places where such Securities are to be surrendered for payment of
the Redemption Price,
	 
	 	(6)  	that the redemption is for a sinking fund, if such is the case, and
	 
	 	(7)  	the “CUSIP” number, if applicable.





     A notice of redemption as contemplated by Section 1.07 need not identify particular Securities
to be redeemed. Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.



     Section 11.05. Deposit of Redemption Price.



     On or before 10:00 a.m., New York City time, on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, and any Additional Amounts with respect to, all the Securities which are to be
redeemed on that date.



     Section 11.06. Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest (and any Additional Amounts) to the
Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.07.



43









 





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



     Section 11.07. Securities Redeemed in Part.



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



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



ARTICLE TWELVE




SINKING FUNDS




     Section 12.01. Applicability of Article.



     The provisions of this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01
for Securities of such series.



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



     Section 12.02. Satisfaction of Sinking Fund Payments with Securities.



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



     Section 12.03. Redemption of Securities for Sinking Fund.



     Not less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to
each sinking fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by



44









 





delivery
of or by crediting Securities of that series pursuant to Section 12.02 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in Section 11.04.
Such notice having been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 11.06 and 11.07.




ARTICLE THIRTEEN




MEETINGS OF HOLDERS OF SECURITIES




     Section 13.01. Purposes for Which Meetings May Be Called.



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



     Section 13.02. Call, Notice and Place of Meetings.



     (a) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 13.01, to be held at such time and at such place in The Borough of
Manhattan, The City of New York, or in any other location as the Trustee shall determine. Notice of
every meeting of Holders of Securities of any series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting, shall be given, in
the manner provided in Section 1.07, not less than 20 nor more than 180 days prior to the date
fixed for the meeting.



     (b) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 20% in aggregate principal amount of the Outstanding Securities of any series, shall have
requested the Trustee for any such series to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 13.01, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of the notice of such meeting within 30 days after receipt of such request or
shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company
or the Holders of Securities of such series in the amount above specified, as the case may be, may
determine the time and the place in Houston, Texas, in The Borough of Manhattan, The City of New
York, or in London, for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in Section 13.02(a).



     Section 13.03. Persons Entitled to Vote at Meetings.



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



     Section 13.04. Quorum; Action.



     The Persons entitled to vote a majority in aggregate principal amount of the Outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such
series. In the absence of a quorum within 30 minutes of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days
as determined by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Subject to Section 13.05(d), notice of the reconvening of
any adjourned meeting shall be given as provided



45









 





in Section 13.02(a), except that such notice need
be given only once not less than five days prior to the date on which the meeting is scheduled to
be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly that
Persons entitled to vote a majority in principal amount of the Outstanding Securities of such
series shall constitute a quorum.




     Except as limited by the proviso to Section 9.02, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the proviso to Section
9.02, any resolution with respect to any request, demand, authorization, direction, notice, consent
or waiver which this Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage that is less than a majority in aggregate principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in aggregate principal amount of the Outstanding Securities of that series.



     Except as limited by the proviso to Section 9.02, any resolution passed or decision taken at

any meeting of Holders of Securities of any series duly held in accordance with this Section 13.04
shall be binding on all the Holders of Securities of such series, whether or not present or
represented at the meeting.



     Section 13.05. Determination of Voting Rights; Conduct and Adjournment of Meetings.



     (a) The holding of Securities shall be proved in the manner specified in Section 1.05 and the
appointment of any proxy shall be proved in the manner specified in Section 1.05. Such regulations
may provide that written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 1.05 or other proof.



     (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 13.02(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of such series represented at
the meeting.



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



     (d) Any meeting of Holders of Securities of any series duly called pursuant to Section 13.02
at which a quorum is present may be adjourned from time to time by Persons entitled to vote a
majority in aggregate principal amount of the Outstanding Securities of such series represented at
the meeting; and the meeting may be held as so adjourned without further notice.



     Section 13.06. Counting Votes and Recording Action of Meetings.



     The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least
in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to such record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a



46









 





copy of the notice of the meeting and
showing that such notice was given as provided in Section 13.02 and, if applicable, Section 13.04.
Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any
record so signed and verified shall be conclusive evidence of the matters therein stated.




* * *




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



47









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	PETROHAWK ENERGY CORPORATION
	 
	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	By	 	 	 	 
	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	By	 	 	 	 
	 	 	 	 	 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	 







48