exv4w19






Exhibit 4.19




 





NOBLE HOLDING INTERNATIONAL LIMITED

ISSUER




AND




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

TRUSTEE




 






INDENTURE




DATED AS OF [          ]




 






SUBORDINATED DEBT SECURITIES

(ISSUABLE IN SERIES)




 






 









 








NOBLE HOLDING INTERNATIONAL LIMITED




RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939

AND INDENTURE, DATED AS OF [          ]




	 	 	 
	Section of	 	 
	Trust Indenture	 	Section(s) of
	Act of 1939	 	Indenture
	Section 310(a)(1) 
	 	609
	(a)(2) 
	 	609
	(a)(3) 
	 	Not Applicable
	(a)(4) 
	 	Not Applicable
	(b)
	 	608, 610
	Section 311(a)
	 	613
	(b)
	 	613
	(c)
	 	Not Applicable
	Section 312(a)
	 	701, 702(a)
	(b)
	 	702(b)
	(c)
	 	702(b)
	Section 313(a)
	 	703(a)
	(b)
	 	703(a)
	(c)
	 	703(a)
	(d)
	 	703(b)
	Section 314(a)
	 	704, 1005
	(b)
	 	Not Applicable
	(c)(1) 
	 	103
	(c)(2) 
	 	103
	(c)(3) 
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	103
	Section 315(a)
	 	601(a)
	(b)
	 	602
	(c)
	 	601(b)
	(d)
	 	601(c)
	(d)(1) 
	 	601(a)(1)
	(d)(2) 
	 	601(c)(2)
	(d)(3) 
	 	601(c)(3)
	(e)
	 	514
	Section 316(a)(1)(A)
	 	502, 512
	(a)(1)(B) 
	 	513
	(a)(2) 
	 	Not Applicable
	(a) last sentence
	 	101
	(b)
	 	508
	Section 317(a)(1) 
	 	503
	(a)(2) 
	 	504
	(b)
	 	1003
	Section 318(a)
	 	108








 




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






i 









 








TABLE OF CONTENTS1




	 	 	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	SECTION 101. Definitions
	 	 	1	 
	 
	SECTION 102. Incorporation by Reference of Trust Indenture Act
	 	 	7	 
	 
	SECTION 103. Compliance Certificates and Opinions
	 	 	8	 
	 
	SECTION 104. Form of Documents Delivered to Trustee
	 	 	8	 
	 
	SECTION 105. Acts of Holders; Record Dates
	 	 	8	 
	 
	SECTION 106. Notices, Etc., to Trustee and Company
	 	 	9	 
	 
	SECTION 107. Notice to Holders; Waiver
	 	 	10	 
	 
	SECTION 108. Conflict With Trust Indenture Act
	 	 	10	 
	 
	SECTION 109. Effect of Headings and Table of Contents
	 	 	10	 
	 
	SECTION 110. Successors and Assigns
	 	 	10	 
	 
	SECTION 111. Separability Clause
	 	 	10	 
	 
	SECTION 112. Benefits of Indenture
	 	 	10	 
	 
	SECTION 113. Governing Law
	 	 	11	 
	 
	SECTION 114. Legal Holidays
	 	 	11	 
	 
	SECTION 115. Corporate Obligation
	 	 	11	 
	 
	SECTION 116. Force Majeure
	 	 	11	 
	 
	SECTION 117. Waiver of Jury Trial
	 	 	11	 
	 
	ARTICLE TWO SECURITY FORMS
	 	 	11	 
	 
	SECTION 201. Forms Generally
	 	 	11	 
	 
	SECTION 202. Form of Trustee’s Certificate of Authentication
	 	 	12	 
	 
	SECTION 203. Securities in Global Form
	 	 	12	 
	 
	ARTICLE THREE THE SECURITIES
	 	 	14	 
	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	14	 
	 
	SECTION 302. Denominations
	 	 	16	 
	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	16	 








 




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




ii 









 










	 	 	 	 	 
	SECTION 304. Temporary Securities
	 	 	17	 
	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	18	 
	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	19	 
	 
	SECTION 307. Payment of Interest; Interest Rights Preserved
	 	 	19	 
	 
	SECTION 308. Person Deemed Owners
	 	 	20	 
	 
	SECTION 309. Cancellation
	 	 	20	 
	 
	SECTION 310. Computation of Interest
	 	 	20	 
	 
	SECTION 311. CUSIP Numbers
	 	 	21	 
	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	21	 
	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	21	 
	 
	SECTION 402. Application of Trust Money
	 	 	22	 
	 
	SECTION 403. Discharge of Liability on Securities of Any Series
	 	 	22	 
	 
	SECTION 404. Reinstatement
	 	 	23	 
	 
	ARTICLE FIVE REMEDIES
	 	 	23	 
	 
	SECTION 501. Events of Default
	 	 	23	 
	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	25	 
	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	25	 
	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	26	 
	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons
	 	 	27	 
	 
	SECTION 506. Application of Money Collected
	 	 	27	 
	 
	SECTION 507. Limitation on Suits
	 	 	27	 
	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	28	 
	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	28	 
	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	28	 
	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	28	 
	 
	SECTION 512. Control by Holders
	 	 	28	 
	 
	SECTION 513. Waiver of Past Defaults
	 	 	29	 
	 
	SECTION 514. Undertaking for Costs
	 	 	29	 






iii 









 






	 	 	 	 	 
	SECTION 515. Waiver of Stay or Extension Laws
	 	 	29	 
	 
	ARTICLE SIX THE TRUSTEE
	 	 	30	 
	 
	SECTION 601. Certain Duties and Responsibilities
	 	 	30	 
	 
	SECTION 602. Notice of Defaults
	 	 	31	 
	 
	SECTION 603. Certain Rights of Trustee
	 	 	31	 
	 
	SECTION 604. Not Responsible for Recitals or Issuance of Securities
	 	 	32	 
	 
	SECTION 605. May Hold Securities
	 	 	32	 
	 
	SECTION 606. Money Held in Trust
	 	 	32	 
	 
	SECTION 607. Compensation and Reimbursement
	 	 	32	 
	 
	SECTION 608. Disqualification; Conflicting Interests
	 	 	33	 
	 
	SECTION 609. Corporate Trustee Required; Eligibility
	 	 	33	 
	 
	SECTION 610. Resignation and Removal; Appointment of Successor
	 	 	33	 
	 
	SECTION 611. Acceptance of Appointment by Successor
	 	 	34	 
	 
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	35	 
	 
	SECTION 613. Preferential Collection of Claims Against Company
	 	 	35	 
	 
	SECTION 614. Appointment of Authenticating Agent
	 	 	36	 
	 
	ARTICLE SEVEN HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	37	 
	 
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	37	 
	 
	SECTION 702. Preservation of Information; Communications to Holders
	 	 	37	 
	 
	SECTION 703. Reports by Trustee
	 	 	37	 
	 
	SECTION 704. Reports by the Company
	 	 	38	 
	 
	ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE
	 	 	38	 
	 
	SECTION 801. Company May Consolidate, Etc., Only on Certain Terms
	 	 	38	 
	 
	SECTION 802. Successor Person Substituted for Company
	 	 	38	 
	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	39	 
	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	39	 
	 
	SECTION 902. Supplemental Indentures With Consent of Holders
	 	 	39	 
	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	40	 





iv 









 






	 	 	 	 	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	41	 
	 
	SECTION 905. Conformity With Trust Indenture Act
	 	 	41	 
	 
	SECTION 906. Reference in Securities to Supplemental Indentures
	 	 	41	 
	 
	ARTICLE TEN COVENANTS
	 	 	41	 
	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	41	 
	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	41	 
	 
	SECTION 1003. Money for Securities Payments to be Held in Trust
	 	 	42	 
	 
	SECTION 1004. Existence
	 	 	43	 
	 
	SECTION 1005. Statement by Officers as to Default
	 	 	43	 
	 
	SECTION 1006. Waiver of Certain Covenants
	 	 	43	 
	 
	SECTION 1007. Additional Amounts
	 	 	43	 
	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	44	 
	 
	SECTION 1101. Applicability of Article
	 	 	44	 
	 
	SECTION 1102. Election to Redeem; Notice to Trustee
	 	 	44	 
	 
	SECTION 1103. Selection by Trustee of Securities to be Redeemed
	 	 	44	 
	 
	SECTION 1104. Notice of Redemption
	 	 	44	 
	 
	SECTION 1105. Deposit of Redemption Price
	 	 	45	 
	 
	SECTION 1106. Securities Payable on Redemption Date
	 	 	45	 
	 
	SECTION 1107. Securities Redeemed in Part
	 	 	45	 
	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	46	 
	 
	SECTION 1201. Applicability of Article
	 	 	46	 
	 
	SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
	 	 	46	 
	 
	SECTION 1203. Redemption of Securities for Sinking Fund
	 	 	46	 
	 
	ARTICLE THIRTEEN SUBORDINATION
	 	 	46	 
	 
	SECTION 1301. Securities Subordinated to Senior Indebtedness
	 	 	46	 
	 
	SECTION 1302. No Payment on Securities in Certain Circumstances
	 	 	47	 
	 
	SECTION 1303. Securities Subordinated to Prior Payment of All Senior Indebtedness on
Dissolution, Liquidation or Reorganization
	 	 	48	 






v 









 






	 	 	 	 	 
	SECTION 1304. Subrogation to Rights of Holders of Senior Indebtedness
	 	 	48	 
	 
	SECTION 1305. Obligations of the Company Unconditional
	 	 	49	 
	 
	SECTION 1306. Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice
	 	 	49	 
	 
	SECTION 1307. Application by Trustee of Amounts Deposited with It
	 	 	49	 
	 
	SECTION 1308. Subordination Rights Not Impaired by Acts or Omissions of the Company or
Holders of Senior Indebtedness
	 	 	50	 
	 
	SECTION 1309. Trustee to Effectuate Subordination of Securities
	 	 	50	 
	 
	SECTION 1310. Right of Trustee to Hold Senior Indebtedness
	 	 	50	 
	 
	SECTION 1311. Article Thirteen Not to Prevent Events of Default
	 	 	50	 
	 
	SECTION 1312. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness
	 	 	50	 
	 
	SECTION 1313. Article Applicable to Paying Agent
	 	 	51	 
	 
	ARTICLE FOURTEEN MEETINGS OF HOLDERS OF SECURITIES
	 	 	51	 
	 
	SECTION 1401. Purposes for Which Meetings May Be Called
	 	 	51	 
	 
	SECTION 1402. Call, Notice and Place of Meetings
	 	 	51	 
	 
	SECTION 1403. Persons Entitled to Vote at Meetings
	 	 	51	 
	 
	SECTION 1404. Quorum; Action
	 	 	51	 
	 
	SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	52	 
	 
	SECTION 1406. Counting Votes and Recording Action of Meetings
	 	 	52	 








vi 









 








     INDENTURE, dated as of [          ], between NOBLE HOLDING INTERNATIONAL LIMITED,
a Cayman Islands exempted company limited by shares (herein called the “Company”), having its
principal office at 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478, and THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., 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 601 Travis Street, 18th Floor, Houston, Texas 77002, Attention: Corporate Trust
Administration.



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 101. Definitions.



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




	 	(1)	 	the terms defined in this Article 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 102.



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



     “Additional Amounts” means any additional amounts that are required by the express terms of a
Security or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant
thereto, 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 203.



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



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



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



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



     “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.



     “Capital Stock” means, with respect to any Person, any and all shares, interests, rights to
purchase (other than convertible or exchangeable Indebtedness), warrants, options, participations
or other equivalents of or interests (however designated) in stock issued by that Person.



     “Capitalized Lease Obligation” means rental obligations under a lease that are required to be
capitalized for financial reporting purposes in accordance with generally accepted accounting
principles, and the amount of Indebtedness represented by such obligations shall be the capitalized
amount of such obligations, as determined in accordance with generally accepted accounting
principles.



     “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 (A)(i) a director of the Company or (ii) its Chairman of the Board, its
Chief Executive Officer, its President or a Vice President, and (B) a director (who shall be in
addition to any director who signs pursuant to clause (A)(i)), its Treasurer, an Assistant Treasurer,
its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to
the Trustee.



2









 





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



     “Corporate Trust Office” means the designated 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.



     “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 307.



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



     “Designated Senior Indebtedness,” unless otherwise provided with respect to the Securities of
a series as contemplated by Section 301, means any Senior Indebtedness that (i) in the instrument
evidencing the same or the assumption or guarantee thereof (or related documents to which the
Company is a party) is expressly designated as “Designated Senior Indebtedness” for purposes of
this Indenture and (ii) satisfies such other conditions as may be provided with respect to the
Securities of such series; provided that such instruments or documents may place limitations and
conditions on the right of such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness.



     “Disqualified Capital Stock” means, when used with respect to the Securities of any series,
(a) with respect to any Person, Capital Stock of such Person that, by its terms or by the terms of
any security into which it is convertible, exercisable or exchangeable, is, or upon the happening
of an event or the passage of time would be, required to be redeemed or repurchased (including at
the option of the holder thereof) by such Person or any Subsidiary of such Person, in whole or in
part, on or prior to the Stated Maturity of the Securities of such series, and (b) with respect to
any Subsidiary of such Person (including with respect to any Subsidiary of the Company), any
Capital Stock other than any common stock with no preference, privileges, or redemption or
repayment provisions.



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



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



     “Exchange Rate” has the meaning specified in Section 302.



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



     “Indebtedness” of any Person, unless otherwise provided with respect to the Securities of a
series as contemplated by Section 301, means, without duplication, the following (whether currently
outstanding or hereafter incurred or created): (i) all liabilities and obligations, contingent or
otherwise, of such Person (a) in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion thereof), (b) evidenced by
bonds, notes, debentures or similar instruments, (c) representing the balance deferred and unpaid
of the purchase price of any property or services, except such as would constitute trade payables
to trade creditors in the ordinary course of business that are not more than 90 days past their
original due date, (d) evidenced by bankers’ acceptances or similar instruments issued or accepted
by banks, (e) for the payment of money relating to a Capitalized Lease Obligation or (f) evidenced
by a letter of credit or a reimbursement obligation of such Person with respect to any letter of
credit; (ii) all net obligations of such Person under Interest Swap and Hedging Obligations; (iii)
all liabilities of others of the kind described in the preceding clause (i) or (ii) that such
Person has



3









 







guaranteed or that is otherwise its legal liability and all obligations to purchase, redeem or
acquire any Capital Stock; and (iv) any and all deferrals, renewals, extensions, refinancings,
refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any
liability of the kind described in any of the preceding clauses (i), (ii) or (iii), or this clause
(iv), whether or not between or among the same parties.



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



     “Interest” when used with respect to an Original Issue Discount Security 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.



     “Interest Swap and Hedging Obligation” means any obligation of any Person pursuant to any
interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate exchange agreement, currency exchange agreement or any other agreement or arrangement designed
to protect against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such Person is entitled to receive
from time to time periodic payments calculated by applying either a fixed or floating rate of
interest on a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or floating rate of interest on the same notional amount.



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



     “Junior Security” of a Person means, when used with respect to the Securities of any series,
any Qualified Capital Stock of such Person or any Indebtedness of such Person that is subordinated
in right of payment to the Securities of such series and has no scheduled installment of principal
due, by redemption, sinking fund payment or otherwise, on or prior to the Stated Maturity of the
Securities of such series.



     “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.



     “Noble” means Noble Corporation, a Cayman Islands company limited by shares.



     “Officers’ Certificate” means a certificate signed by (A) (i) a director of the Company, or
(ii) the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and
(B) a director (who shall be in addition to any director who signs pursuant to clause (A)(i)), 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 103 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 103 hereof.



     “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 502.



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




	 	(i)	 	Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;




4









 






	 	(ii)	 	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
	 
	 	(iii)	 	Securities that have been paid pursuant to Section 306 or in exchange for or
in lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid obligations of the
Company;
	 
	 	 	 	provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether a quorum
is present at a meeting of Holders of Securities, (a) the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding for such
purposes shall be the principal amount thereof that would be due and payable as of
the date of such determination upon acceleration of the Maturity thereof pursuant to
Section 502, (b) the principal amount of a Security denominated in a foreign
currency shall be the U.S. dollar equivalent, determined by the Company on the date
of original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the U.S. dollar equivalent, determined on the
date of original issuance of such Security, of the amount determined as provided in
(a) above), of such Security and (c) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such determination
as to the presence of a quorum, only Securities which 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.



     “Payment Default” has the meaning specified in Section 1302(a).



     “Payment Notice” has the meaning specified in Section 1302(b).



     “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 301
subject to the provisions of Section 1002.



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



5









 





     “Qualified Capital Stock” means any Capital Stock of the Company that is not Disqualified
Capital Stock.



     “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 301, 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 506.



     “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.



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



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



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



     “Senior Indebtedness” of the Company, unless otherwise provided with respect to the Securities
of a series as contemplated by Section 301, means (i) all Indebtedness of the Company, whether
currently outstanding or hereafter issued, unless, by the terms of the instrument creating or
evidencing such Indebtedness, it is provided that such Indebtedness is not superior in right of
payment to the Securities or to other Indebtedness that is pari passu with or subordinated to the
Securities, and (ii) any modifications, refunding, deferrals, renewals or extensions of any such
Indebtedness or securities, notes or other evidences of Indebtedness issued in exchange for such
Indebtedness; provided that in no event shall “Senior Indebtedness” include (a) Indebtedness of the
Company owed or owing to any Subsidiary of the Company or any officer, director or employee of the
Company or any Subsidiary of the Company, or (b) any liability for taxes owed or owing by the
Company.



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



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



     “Subsidiary” means, as to any Person, a corporation or other entity of which at least a
majority of the outstanding stock or other beneficial interests having by the terms thereof
ordinary voting power to elect a majority of the full board of directors or other governing body of
such corporation or other entity (irrespective of whether or not at the time stock or other
beneficial interests of any other class or classes of such corporation or other entity shall have
or might have voting power by reason of the happening of any contingency) is at the time owned by
such Person, or by one or more Subsidiaries of such Person, or by such Person and one or more
Subsidiaries of such Person.



6









 





     “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.



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



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



     “United States Alien” means any Person who, for United States federal income tax purposes, is
a foreign corporation, a 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 401.



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



     “Wholly Owned Subsidiary” means, as to any Person, a corporation or other entity of which all
of the outstanding stock or other beneficial interests having by the terms thereof ordinary voting
power to elect a majority of the full board of directors or other governing body of such
corporation or other entity (irrespective of whether or not at the time stock or other beneficial
interests of any other class or classes of such corporation or other entity shall have or might
have voting power by reason of the happening of any contingency) is at the time owned by such
Person, or by one or more Wholly Owned Subsidiaries of such Person, or by such Person and one or
more Wholly Owned Subsidiaries of such Person.



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



     SECTION 102. Incorporation by Reference of Trust Indenture Act.



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



     “Bankruptcy Act” means the 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 103. Compliance Certificates and Opinions.



     Except as otherwise expressly provided by this Indenture, upon any application or request by
the Company to the Trustee to take any action under any provision of this Indenture, the Company
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if
any, 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 104. Form of Documents Delivered to Trustee.



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



     Any certificate or opinion of an officer or director 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 or director 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,
officers or director 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 105. 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 may be embodied in and evidenced by one
or more instruments of



8









 







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
601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this
Section 105. The record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1306.



     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 106 and to the relevant Holders as set forth in Section 107.



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



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



     (d) 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 502 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 106. Notices, Etc., to Trustee and Company.



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




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




9









 






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





     SECTION 107. Notice to Holders; Waiver.



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



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



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



     SECTION 108. Conflict With Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with any provision of the Trust
Indenture Act or 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 109. Effect of Headings and Table of Contents.



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



     SECTION 110. Successors and Assigns.



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



     SECTION 111. Separability Clause.



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



     SECTION 112. Benefits of Indenture.



     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person
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 and any holders of any Senior Indebtedness.



10









 





     SECTION 113. Governing Law.



     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York, 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 114. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of principal 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 115. Corporate Obligation.



     No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the
capital shares or capital stock, director, member, 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.



     SECTION 116. Force Majeure.



     Subject to Section 601, in no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or caused by, directly or
indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts that are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



     SECTION 117. Waiver of Jury Trial.



     EACH OF THE COMPANY AND THE TRUSTEE HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.



ARTICLE TWO




SECURITY FORMS




     SECTION 201. Forms Generally.



     The Securities of each series shall be in fully registered form and in substantially such form
or forms (including temporary or permanent global form) as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Indenture and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the director(s) or officers
of the Company executing such Securities, as evidenced by their execution of the Securities. If
temporary Securities of any



11









 







series are issued in global form as permitted by Section 304, the form thereof shall be established
as provided in the preceding sentence. A copy of the Board Resolution establishing the form or
forms of Securities of any series (or any such temporary global Security) shall be delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities (or any such temporary global Security).



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



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



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



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



	 	 	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company, N.A.
as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 

	 	 
	 	 	Authorized Signatory”






     SECTION 203. Securities in Global Form.



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



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



12









 





     Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301, any
permanent global Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a permanent global Security are entitled to exchange such
interest for Securities of such series and of like tenor and principal amount of another authorized
form and denomination, as specified as contemplated by Section 301, then without unnecessary delay
but in any event not later than the earliest date on which such interests may be so exchanged, the
Company shall deliver to the Trustee definitive Securities of that series in an aggregate principal
amount equal to the principal amount of such permanent global Security, executed by the Company. On
or after the earliest date on which such interests may be so exchanged, such permanent global
Security shall be surrendered from time to time in accordance with instructions given to the
Trustee and the Depositary (which instructions shall be in writing but need not comply with Section
103 or be accompanied by an Opinion of Counsel) by the Depositary or such other depositary as shall
be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for
such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series
without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, a like aggregate principal amount of other definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such permanent global
Security to be exchanged; provided, however, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any selection of Securities of that series is
to be redeemed and ending on the relevant Redemption Date.



     Promptly following any such exchange in part, such permanent global Security marked to
evidence the partial exchange shall be returned by the Trustee to the Depositary or such other
depositary referred to above in accordance with the instructions of the Company referred to above.
If a definitive Security is issued in exchange for any portion of a permanent global Security after
the close of business at the office or agency where such exchange occurs on (i) any Regular Record
Date and before the opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as
the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Security, but will be payable on such Interest Payment Date or
proposed for payment, as the case may be, only to the Person to whom interest in respect of such
portion of such permanent global Security is payable in accordance with the provisions of this
Indenture.



     Notwithstanding Section 305, except as otherwise specified as contemplated by Section 301,
transfers of a Security issued in global form shall be limited to transfers of such global Security
in whole, but not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in a Security issued in global form may be transferred in accordance
with the rules and procedures of the Depositary. Securities of any series shall be transferred to
all beneficial owners of a global Security of such series in exchange for their beneficial
interests in that global Security if, and only if, either (1) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for the global Security of such series or
at any time the Depositary ceases to be registered under the Exchange Act, (2) an Event of Default,
or an event which, with notice or the lapse of time or both, would constitute an Event of Default,
has occurred with respect to such series and is continuing and the Security Registrar has received
a request from the Depositary or the Trustee to issue Securities of such series in lieu of all or a
portion of that global Security (in which case the Company shall deliver Securities of such series
within 30 days of such request) or (3) the Company determines in its sole discretion that a global
Security shall be exchangeable for definitive Securities in registered form.



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



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



13









 





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



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



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



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



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



ARTICLE THREE




THE SECURITIES




     SECTION 301. Amount Unlimited; Issuable in Series.



     The aggregate principal amount of Securities 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,




	 	(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 203, 304, 305, 306, 906 or
1107);
	 
	 	(3)	 	whether Securities of such series are to be issuable initially in temporary
global form and whether any Securities of such series are to be issuable in permanent
global form and, if so, whether beneficial owners of interests in any such global
Security may exchange such interests for Securities of such series and of like tenor of
any authorized form and denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in Sections 203 or 305, and
the Depositary for any global Security or Securities of such series;




14









 






	 	(4)	 	the manner in which any interest payable on a temporary global Security of such
series on any Interest Payment Date will be paid if other than in the manner provided
in Section 304;
	 
	 	(5)	 	the date or dates on which the principal or premium (if any) of the Securities
of such series is payable or the method of determination thereof;
	 
	 	(6)	 	the rate or rates, or the method of determination thereof, at which the
Securities of 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 101,
the Regular Record Date for the interest payable on any Securities on any Interest
Payment Date;
	 
	 	(7)	 	the place or places where, subject to the provisions of Section 1002, the
principal of, premium (if any) and interest on or any Additional Amounts with respect
to the Securities of such series shall be payable;
	 
	 	(8)	 	the period or periods within which, the price or prices (whether denominated in
cash, securities or otherwise) at which and the terms and conditions upon which
Securities of 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;
	 
	 	(9)	 	the obligation, if any, of the Company to redeem or purchase Securities of such
series pursuant to any sinking fund or analogous provisions or at the option of a
Holder thereof and the period or periods within which, the price or prices (whether
denominated in cash, securities or otherwise) at which and the terms and conditions
upon which, Securities of such series shall be redeemed or purchased in whole or in
part pursuant to such obligation;
	 
	 	(10)	 	the denomination in which any Securities of that series shall be issuable, if
other than denominations of $1,000 and any integral multiple thereof;
	 
	 	(11)	 	the currency or currencies (including composite currencies), if other than
Dollars, or the form, including equity securities, other debt securities (including
Securities), warrants or any other securities or property of the Company or any other
Person, in which payment of the principal of, premium (if any) and interest on or any
Additional Amounts with respect to the Securities of such series shall be payable;
	 
	 	(12)	 	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;
	 
	 	(13)	 	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 commodities, currencies or indices, values, rates or prices or
any other index or formula, the manner in which such amounts shall be determined;
	 
	 	(14)	 	if other than the entire principal amount thereof, the portion of the principal
amount of Securities of such series that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 502;




15









 






	 	(15)	 	any additional means of satisfaction and discharge of this Indenture with
respect to Securities of such series pursuant to Section 401, any additional conditions
to discharge pursuant to Section 401 or 403 and the application, if any, of Section
403;
	 
	 	(16)	 	any deletions or modifications of or additions to the definitions set forth in
Section 101, Events of Default set forth in Section 501 or covenants of the Company set
forth in Article Ten pertaining to the Securities of such series;
	 
	 	(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)	 	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
	 
	 	(20)	 	any other terms of such series.





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



     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.



     The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in
Article Thirteen.



     SECTION 302. Denominations.



     The Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions with respect to the Securities
of any series, the Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiple thereof. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations that are the
equivalent, as determined by the Company by reference to the noon buying rate in The City of New
York for cable transfers for such currency (“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 303. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by a director, its Chairman of the
Board, its Chief Executive Officer, its President, its Treasurer or one of its Vice Presidents. The
signature of any of these persons on the Securities may be manual or facsimile.



16









 





     Securities bearing the manual or facsimile signatures of individuals who were at any time the
proper director(s) or officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such director position or offices prior to the
authentication and delivery of such Securities or did not hold such position or 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 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating that,




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




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




     Each Security shall be dated the date of its authentication.



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



     SECTION 304. Temporary Securities.



     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities 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 director(s) or officers of the Company executing such Securities may determine,
as evidenced by their execution of such Securities.



17









 





     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 305. Registration, Registration of Transfer and Exchange.



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



     Except as set forth in Section 203 or as may be provided pursuant to Section 301, upon
surrender for registration of transfer of any Security of any series at the office or agency in a
Place of Payment for that series, the Company shall execute and 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.



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



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



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



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



     The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of such series selected for redemption
and ending at the close of business on the day of the mailing of



18









 







the relevant notice of redemption or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of any Security being
redeemed in part.



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



     If any mutilated Security is surrendered to the Trustee, the Company shall execute and 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 306, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fee and expenses of the Trustee) connected
therewith.



     Every new Security of any series issued pursuant to this Section 306 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 306 are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Securities.



     SECTION 307. Payment of Interest; Interest Rights Preserved.



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



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




19









 






	 	 	 	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.





     Subject to the foregoing provisions of this Section 307, each Security delivered under this
Indenture, upon registration of transfer of, in exchange for or in lieu of, any other Security,
shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



     SECTION 308. Person 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 305 and 307) 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 309. Cancellation.



     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Securities so delivered shall be promptly 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 309, 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 310. Computation of Interest.



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



20









 





     SECTION 311. CUSIP Numbers.



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



ARTICLE FOUR




SATISFACTION AND DISCHARGE




     SECTION 401. 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 306, and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 1003) 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
401, 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 301, 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 301 to be applicable to the discharge of Securities of such series pursuant to
this Section 401;
	 
	 	(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;




21









 






	 	(5)	 	if the conditions set forth in Section 401(1)(A) have not been satisfied, and
unless otherwise specified pursuant to Section 301 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 such deposit or, insofar as clause
(5) or (6) of Section 501 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 401 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.



     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Outstanding Securities of such series pursuant to this Section 401, the obligations of the Company
to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under
Section 614 and, except for a discharge pursuant to subclause (A) of clause (1) of this Section
401, the obligations of the Company under Sections 305, 306, 404, 1001 and 1002 and the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.



     SECTION 402. Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal 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 403. Discharge of Liability on Securities of Any Series.



     If this Section 403 is specified, as contemplated by Section 301, 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 401 of this Indenture
(other than any additional conditions specified pursuant to Sections 301 and 401(3) and
except that the Opinion of Counsel referred to in Section 401(5) 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,




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	 	(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 301 to be applicable to the discharge of Securities of such series pursuant to
this Section 403, 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 403 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 305 or 306.



     SECTION 404. Reinstatement.



     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations
deposited with respect to Securities of any series in accordance with Section 401 by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under
this Indenture with respect to the Securities of such series and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to Section 401 until
such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 401; provided, however, that if the Company has made any
payment of principal of, 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 501. Events of Default.



     “Event of Default,” wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
occasioned by the provisions of Article Thirteen or 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 60 days; or




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	 	(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 501 specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of one or more series of Securities
other than that series), and continuance of such default or breach for a period of 90
days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of all Outstanding Securities 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, sequestration
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 90 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, 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
	 
	 	(7)	 	any other Event of Default provided with respect to Securities of that series.





     Notwithstanding the foregoing provisions of this Section 501, if the principal of, 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 501, any payment made under such
circumstances in Dollars where the required payment is in a currency other than Dollars will not
constitute an Event of Default under this Indenture.



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



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     SECTION 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default with respect to any Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Securities of (i) the series affected by such default (in
the case of an Event of Default described in clause (1), (2), (3) or (7) of Section 501 or an Event
of Default described in clause (4) of Section 501 relating to a covenant applicable only to such
series) or (ii) all series of Securities (in the case of an Event of Default described in clause
(4) of Section 501 that is applicable to all series of Securities) may declare the principal amount
(or, if any such Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities of the series
affected by such default or all series, as the case may be, 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. If an Event of Default described
in clause (5) or (6) of Section 501 shall occur, the principal amount of the Outstanding Securities
of all series ipso facto shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.



     At any time after such a declaration of acceleration with respect to Securities of any series
(or of all series, as the case may be) has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter provided in this Article Five, 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 and interest thereon at the rate or
rates prescribed therefor in such Securities (in the case of Original Issue
Discount Securities, the Securities’ Yield to Maturity),
	 
	 	(C)	 	to the extent that payment of such interest is lawful, interest
upon overdue interest and any Additional Amounts at the rate or rates
prescribed therefor in such Securities (in the case of Original Issue Discount
Securities, the Securities’ Yield to Maturity), and
	 
	 	(D)	 	all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and all other amounts due the Trustee under Section 607;
and






	 	(2)	 	all Events of Default with respect to Securities of that series (or of all
series, as the case may be), other than the 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 513.




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




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



     The Company covenants that if




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




25









 






	 	(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 607.





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



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



     SECTION 504. Trustee May File Proofs of Claim.



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




	 	(i)	 	to file and prove a claim for the whole amount of principal (or lesser amount
in the case of Original Issue Discount Securities) (and premium, if any) and interest
and any Additional Amounts owing and unpaid in respect of the Securities and to file
such other papers or documents as may be necessary or advisable to have the claims of
the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding, and
	 
	 	(ii)	 	to collect and receive any monies or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 607.





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



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



     All rights of action and claim under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without possession of any of the Securities or the production thereof in
any proceeding relating thereto; 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 607, 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 506. Application of Money Collected.



     Subject to Article Thirteen, 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 607;



     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



     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 506
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 506 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 507. Limitation on Suits.



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




	 	(1)	 	an Event of Default with respect to Securities of such series shall have
occurred and be continuing and such Holder has previously given written notice to the
Trustee of such continuing Event of Default;
	 
	 	(2)	 	the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;




27









 






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





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



     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of, premium (if
any) and (subject to Section 307) 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.



     SECTION 509. Restoration of Rights and Remedies.



     If the Trustee or any Holder of any Security has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, 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 510. Rights and Remedies Cumulative.



     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     SECTION 511. Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article 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 512. Control by Holders.



     With respect to Securities of any series, the Holders of a majority in principal amount of the
Outstanding Securities of such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, relating to or arising



28









 







under an Event of Default described in clause (1), (2), (3) or (7) of Section 501 (or clause (4) of
Section 501 with respect to a covenant that is applicable only to such series), 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 513. Waiver of Past Defaults.



     Subject to Sections 508 and 902, the Holders of a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default hereunder with respect to such series and its consequences, and the
Holders of a majority in principal amount of all Outstanding Securities may on behalf of the
Holders of all Securities waive any other past default hereunder and its consequences, except in
each case a default




	 	(1)	 	in the payment of the principal of, 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 514. Undertaking for Costs.



     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by such party
litigant. The provisions of this Section 514 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 515. Waiver of Stay or Extension Laws.



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



29









 





ARTICLE SIX




THE TRUSTEE




     SECTION 601. Certain Duties and Responsibilities.



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




	 	(1)	 	the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and
	 
	 	(2)	 	in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions 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.





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



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




	 	(1)	 	this clause (1) shall not be construed to limit the effect of
subsection (a) of this Section 601;
	 
	 	(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 512, relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture with respect to the Securities of such series; and
	 
	 	(4)	 	no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity 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 601.



30









 





     SECTION 602. 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 107,
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.



     SECTION 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:



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



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



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



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



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



     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to make such further
inquiry or investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney at the sole cost of the Company and shall incur no
liability or additional liability of any kind by reason of such inquiry or investigation;



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



     (h) 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



31









 







been given to the Trustee by the Company or any other obligor on such Securities or by any
Holder of such Securities, and such notice references the Securities and this Indenture;



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



     (j) the rights, privileges, protections, immunities and benefits given to the Trustee,
including its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder.



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



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



     SECTION 605. May Hold Securities.



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



     SECTION 606. Money Held in Trust.



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



     SECTION 607. Compensation and Reimbursement.



     The Company agrees




	 	(1)	 	to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust);
	 
	 	(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 or bad faith; and
	 
	 	(3)	 	to indemnify each of the Trustee and any predecessor Trustee and its directors,
officers, employees, agents and/or representatives for, and to hold each of them
harmless against, any loss, liability or expense incurred without negligence or bad
faith on its 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 itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.





     As security for the performance of the obligations of the Company under this Section 607, 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.



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



     The provisions of this Section 607 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 608. Disqualification; Conflicting Interests.



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



     (b) In the event that the Trustee shall fail to comply with the provisions of subsection (a)
of this Section 608 with respect to the Securities of any series, the Trustee shall, within 10 days
after the expiration of such 90-day period, transmit by mail to all Holders of Securities of that
series, as their names and addresses appear in the Security Register, notice of such failure.



     (c) For the purposes of this Section 608, the term “conflicting interest” shall have the
meaning specified in Section 310(b) of the Trust Indenture Act and the Trustee shall comply with
Section 310(b) of the Trust Indenture Act; provided, that there shall be excluded from the
operation of Section 310(b)(1) of the Trust Indenture Act with respect to the Securities of any
series any indenture or indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding, if the requirements for such
exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met. For purposes of the
preceding sentence, the optional provision permitted by the second sentence of Section 310(b)(9) of
the Trust Indenture Act shall be applicable.



     SECTION 609. Corporate Trustee Required; Eligibility.



     There shall at all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50 million and subject to 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 609, 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 609, 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 610. Resignation and Removal; Appointment of Successor.



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



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



33









 





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



     (d) If at any time:




	 	(1)	 	the Trustee shall fail to comply with Section 608(a) after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or
	 
	 	(2)	 	the Trustee shall cease to be eligible under Section 609 and
shall fail to resign after written request therefor by the Company or by any
such Holder of Securities, or
	 
	 	(3)	 	the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company by a Board
Resolution may remove the Trustee with respect to all Securities, or (ii)
subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.
	 
	 	(e)	 	If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and such successor
Trustee or Trustees shall comply with the applicable requirements of Section
611. If no successor Trustee with respect to the Securities of any series shall
have been so appointed by the Company and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.
	 
	 	(f)	 	The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to all Holders of Securities of such series as their names and addresses appear
in the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.





     SECTION 611. Acceptance of Appointment by Successor.




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




34









 






	 	 	 	rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder.






	 	(b)	 	In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.
	 
	 	(c)	 	Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section 611, 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 612. Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article 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, consolidation or transfer of substantially all the
corporate trust business to such authenticating Trustee may adopt such authentication and deliver
the Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.



     SECTION 613. Preferential Collection of Claims Against Company.



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



35









 





     SECTION 614. 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 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any state thereof or the District of Columbia,
having a combined capital and surplus of not less than $50 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 614, 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 614, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this
Section 614.



     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 614,
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 614, 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 614.



     The Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 614.



     If an appointment is made pursuant to this Section 614, the Securities may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of
authentication in the following form:



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



	 	 	 	 	 	 	 
	 	 	The Bank of New York Mellon Trust Company, N.A.

As Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 

	 
	 

	 	 

As Authenticating Agent
	 	 






36









 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 

	 
	 

	 	 

Authorized Signatory
	 	 






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



ARTICLE SEVEN




HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY




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



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




	 	(a)	 	semi-annually, not more than 15 days after each Regular Record Date relating to
that series (or, if there is no Regular Record Date relating to that series, on January
1 and July 1), a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of that series as of such dates, and
	 
	 	(b)	 	at such other times as the Trustee may request in writing, within 30 days after
the receipt by the Company of any such request, a list of similar form and content,
such list to be dated as of a date not more than 15 days prior to the time such list is
furnished; 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 702. Preservation of Information; Communications to Holders.




	 	(a)	 	The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders of each series contained in the most recent list
furnished to the Trustee as provided in Section 701 and the names and addresses of
Holders of each series received by the Trustee in its capacity as Security Registrar.
The Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished. The Trustee shall otherwise comply with Section
310(a) of the Trust Indenture Act.
	 
	 	(b)	 	Holders of Securities may communicate pursuant to Section 312(b) of the Trust
Indenture Act with other Holders with respect to their rights under this Indenture or
under the Securities. The Company, the Trustee, the Security Registrar and any other
Person shall have the protection of Section 312(c) of the Trust Indenture Act.





     SECTION 703. Reports by Trustee.




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




37









 






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





     SECTION 704. Reports by the 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) that 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.



ARTICLE EIGHT




CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE




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



     The Company shall not consolidate or amalgamate with or merge into any other Person or sell,
lease, convey, transfer or otherwise dispose of all or substantially all of its properties and
assets to any Person (other than a direct or indirect Wholly Owned Subsidiary of the Company),
unless:




	 	(1)	 	either (a) the Company shall be the continuing Person or (b) the Person formed
by such consolidation or amalgamation or into which the Company is merged, or that
acquires, by sale, lease, conveyance, transfer or other disposition, all or
substantially all of the properties and assets of the Company, 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
indebtedness that becomes Indebtedness 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, amalgamation, merger, sale,
lease, conveyance, transfer or other disposition and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply with
Sections 801 and 802 and that all conditions precedent herein provided for relating to
such transaction have been complied with.





     SECTION 802. Successor Person Substituted for Company.



     Upon any consolidation or amalgamation by the Company with or merger by the Company into any
other Person or any sale, lease, conveyance, transfer or other disposition of all or substantially
all of the properties and assets of the Company in accordance with Section 801, the successor
Person formed by such consolidation or amalgamation or into which the Company is merged or to which
such sale, lease, conveyance, transfer or other disposition 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.



38









 





ARTICLE NINE




SUPPLEMENTAL INDENTURES




     SECTION 901. Supplemental Indentures Without Consent of Holders.



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




	 	(1)	 	to evidence the succession of another Person to the Company and the assumption
by any such successor of the covenants of the Company herein and in the Securities; or
	 
	 	(2)	 	to add to the covenants of the Company for the benefit of the Holders of all or
any series of Securities (and if such covenants are to be for the benefit of less than
all series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) to convey, transfer, assign, mortgage or pledge
any property to or with the Trustee or otherwise secure any series of the Securities or
to surrender any right or power herein conferred upon the Company; or
	 
	 	(3)	 	to add any additional Events of Default with respect to all or any series of
the Securities (and, if such Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable); or
	 
	 	(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 secure the 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 401; provided, however, that any such action shall not
adversely affect the interest of the Holders of Securities of such series or any other
series of Securities in any material respect; or
	 
	 	(7)	 	to establish the form or terms of Securities of any series as permitted by
Sections 201 and 301; 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 Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611(b); or
	 
	 	(9)	 	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 902. 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



39









 







eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,




	 	(1)	 	change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon, any Additional Amounts with respect thereto or any premium payable
upon the redemption thereof, or change any obligation of the Company to pay Additional
Amounts (except as contemplated by Section 801(1) and permitted by Section 901(1)), or
reduce the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502, or change any Place of Payment where, or the coin or currency or
currencies (including composite currencies) in which, any Security or any premium or
any interest thereon or Additional Amounts with respect thereto is payable, or impair
the right to institute suit for the enforcement of any such payment on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify the provisions of this Indenture with respect to the subordination of
any Security in a manner adverse to the holder thereof,
	 
	 	(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 902, Section 513 or Section 1006,
except to increase any such percentage or to provide with respect to any particular
series the right to condition the effectiveness of any supplemental indenture as to
that series on the consent of the Holders of a specified percentage of the aggregate
principal amount of Outstanding Securities of such series (which provision may be made
pursuant to Section 301 without the consent of any Holder) or to provide that certain
other provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby, provided, however, that this
clause (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 902
and Section 1006, or the deletion of this proviso, in accordance with the requirements
of Section 611(b) and Section 901(7).





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



     It shall not be necessary for any Act of Holders under this Section 902 to approve the
particular form of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.



     SECTION 903. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon an Opinion of Counsel and Officers’ Certificate 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.



40









 





     SECTION 904. 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 905. 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 906. Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article 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 1001. 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 1002. 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 The Bank of New York Mellon, 101 Barclay, 7 East,
New York, NY 10286, Attention: Corporate Trust. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time
the Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee 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 where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency.



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     SECTION 1003. 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 1003, 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 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.



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     SECTION 1004. Existence.



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



     SECTION 1005. Statement by Officers as to Default.



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof so long as any Security is outstanding hereunder, an
Officers’ Certificate, complying with Section 314(a)(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 director(s) or officers signing the Officers’ Certificate delivered pursuant to this
Section 1005 shall be the principal executive, financial or accounting officer of the Company.



     For purposes of this Section 1005, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.



     SECTION 1006. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 1001 through 1005, inclusive, or any covenant added for the benefit of any series
of Securities as contemplated by Section 301 (unless otherwise specified pursuant to Section 301)
if before or after the time for such compliance the Holders of a majority in principal amount of
the Outstanding Securities of all series affected by such omission (acting as one class) shall, by
Act of such Holders, either waive such compliance in such instance or generally waive compliance
with such covenant or condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.



     SECTION 1007. Additional Amounts.



     If the Securities of a series expressly provide for the payment of Additional Amounts, the
Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the
principal of, or 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 1007 to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section 1007 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



43









 







and the Company will pay to such Paying Agent the Additional Amounts required by this Section 1007.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any of them in reliance on
any Officers’ Certificate furnished pursuant to this Section 1007.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




     SECTION 1101. Applicability of Article.



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



     SECTION 1102. Election to Redeem; Notice to Trustee.



     Unless otherwise provided with respect to the Securities of a series as contemplated by
Section 301, the election of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least five (5) business days 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 1103. Selection by Trustee of Securities to be Redeemed.



     If less than all the Securities of any series are to be redeemed, the particular Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and 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.



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



     SECTION 1104. Notice of Redemption.



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



     All notices of redemption shall state:




	 	(1)	 	the Redemption Date,
	 
	 	(2)	 	the Redemption Price,




44









 






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





     A notice of redemption as contemplated by Section 107 need not identify particular Securities
to be redeemed. Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.



     SECTION 1105. Deposit of Redemption Price.



     On or before 10:00 a.m., 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 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, and any Additional Amounts with respect to, all the Securities which are to be
redeemed on that date.



     SECTION 1106. Securities Payable on Redemption Date.



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



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal 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 1107. Securities Redeemed in Part.



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



     Unless otherwise specified as contemplated by Section 301, the Company and any Affiliate of
the Company may at any time purchase or otherwise acquire Securities in the open market or by
private agreement.



45









 





Such acquisition shall not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or acquired by the Company
may be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall
be deemed to be satisfied. Section 309 shall apply to all Securities so delivered.



ARTICLE TWELVE




SINKING FUNDS




     SECTION 1201. 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 301
for Securities of such series.



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



     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.



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



     SECTION 1203. Redemption of Securities for Sinking Fund.



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



ARTICLE THIRTEEN




SUBORDINATION




     SECTION 1301. Securities Subordinated to Senior Indebtedness.



     The Company and each Holder of a Security, by his acceptance thereof, agree that (a) the
payment of the principal of, premium (if any) and interest on and any Additional Amounts with
respect to each and all the Securities and (b) any other payment in respect of the Securities,
including on account of the acquisition or redemption of



46









 







Securities by the Company, is subordinated, to the extent and in the manner provided in this
Article Thirteen, to the prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter created, incurred, assumed or guaranteed,
and that these subordination provisions are for the benefit of the holders of Senior Indebtedness.



     This Article Thirteen shall constitute a continuing offer to all Persons who, in reliance upon
such provisions, become holders of, or continue to hold, Senior Indebtedness, and such provisions
are made for the benefit of the holders of Senior Indebtedness, and such holders are made obligees
hereunder and any one or more of them may enforce such provisions.



     SECTION 1302. No Payment on Securities in Certain Circumstances.



     (a) No payment shall be made by the Company on account of the principal of, premium (if
any) or interest on or any Additional Amounts with respect to the Securities of any series or to
acquire any of such Securities (including any repurchases of such Securities pursuant to the
provisions hereof or thereof at the option of the Holder of such Securities) for cash or property
(other than Junior Securities of the Company), or on account of any redemption provisions of such
Securities, in the event of default in payment of any principal of, premium (if any) or interest on
any Senior Indebtedness of the Company when the same becomes due and payable, whether at maturity
or at a date fixed for prepayment or by declaration or otherwise (a “Payment Default”), unless and
until such Payment Default has been cured or waived or otherwise has ceased to exist.



     (b) No payment (by set-off or otherwise) may be made by or on behalf of the Company on
account of the principal of, premium (if any) or interest on or any Additional Amounts with respect
to the Securities of any series or to acquire any of such Securities (including any repurchases of
such Securities pursuant to the provisions hereof or thereof at the option of the Holder of such
Securities) for cash or property (other than Junior Securities of the Company), or on account of
the redemption provisions of such Securities, in the event of any event of default (other than a
Payment Default) with respect to any Designated Senior Indebtedness permitting the holders of such
Designated Senior Indebtedness (or a trustee or other representative on behalf of the holders
thereof) to declare such Designated Senior Indebtedness due and payable prior to the date on which
it would otherwise have become due and payable, upon written notice thereof to the Company and the
Trustee by any holders of Designated Senior Indebtedness (or a trustee or other representative on
behalf of the holders thereof) (the “Payment Notice”), unless and until such event of default shall
have been cured or waived or otherwise has ceased to exist; provided, that such payments may not be
prevented pursuant to this Section 1302(b) for more than 179 days after an applicable Payment
Notice has been received by the Trustee unless the Designated Senior Indebtedness in respect of
which such event of default exists has been declared due and payable in its entirety, in which case
no such payment may be made until such acceleration has been rescinded or annulled or such
Designated Senior Indebtedness has been paid in full. No event of default that existed or was
continuing on the date of any Payment Notice (whether or not such event of default is on the same
issue of Designated Senior Indebtedness) may be made the basis for the giving of a second Payment
Notice, and only one such Payment Notice may be given in any 365-day period.



     (c) In furtherance of the provisions of Section 1401, in the event that, notwithstanding
the foregoing provisions of this Section 1302, any payment or distribution of assets of the Company
(other than Junior Securities of the Company) shall be received by the Trustee or the Holders of
Securities of any series at a time when such payment or distribution was prohibited by the
provisions of this Section 1302, then, unless such payment or distribution is no longer prohibited
by this Section 1302, such payment or distribution (subject to the provisions of Section 1307)
shall be received and held in trust by the Trustee or such Holder or Paying Agent for the benefit
of the holders of Senior Indebtedness of the Company, and shall be paid or delivered by the Trustee
or such Holders or such Paying Agent, as the case may be, to the holders of Senior Indebtedness of
the Company remaining unpaid or unprovided for or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness of the Company may have been issued, ratably, according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented
by each, for application to the payment of all Senior Indebtedness in full after giving effect to
all concurrent payments and distributions to or for the holders of such Senior Indebtedness.



47









 





     SECTION 1303. Securities Subordinated to Prior Payment of All Senior Indebtedness on
Dissolution, Liquidation or Reorganization.



     Upon any distribution of assets of the Company or upon any dissolution, winding up, total or
partial liquidation or reorganization of the Company, whether voluntary or involuntary, in
bankruptcy, insolvency, receivership or similar proceeding or upon assignment for the benefit of
creditors,



     (a) the holders of all Senior Indebtedness of the Company shall first be entitled to
receive payments in full before the Holders of Securities of any series are entitled to receive any
payment on account of the principal of, premium (if any) or interest on or any Additional Amounts
with respect to such Securities (other than Junior Securities of the Company);



     (b) any payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (other than Junior Securities of the Company), to which the
Holders of Securities of any series or the Trustee on behalf of such Holders would be entitled,
except for the provisions of this Article Thirteen, shall be paid by the liquidating trustee or
agent or other Person making such a payment or distribution directly to the holders of such Senior
Indebtedness or their representative, ratably according to the respective amounts of Senior
Indebtedness held or represented by each, to the extent necessary to make payment in full of all
such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and
distributions to the holders of such Senior Indebtedness; and



     (c) in the event that, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or securities (other than
Junior Securities of the Company), shall be received by the Trustee or the Holders of Securities of
any series or any Paying Agent (or, if the Company or any Affiliate of the Company is acting as its
own Paying Agent, money for any such payment or distribution shall be segregated or held in trust)
on account of the principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of such series before all Senior Indebtedness of the Company is paid in
full, such payment or distribution (subject to the provisions of Section 1307) shall be received
and held in trust by the Trustee or such Holder or Paying Agent for the benefit of the holders of
such Senior Indebtedness, or their respective representatives, ratably according to the respective
amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make
payment as provided herein of all such Senior Indebtedness remaining unpaid after giving effect to
all concurrent payments and distributions and all provisions therefor to or for the holders of such
Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness, as
promptly as practical following notice from the Trustee to the holders of such Senior Indebtedness
that such prohibited payment has been received by the Trustee, Holder(s) or Paying Agent (or has
been segregated as provided above), such holder (or a representative therefor) notifies the Trustee
of the amounts then due and owing on such Senior Indebtedness, if any, held by such holder and only
the amounts specified in such notices to the Trustee shall be paid to the holders of such Senior
Indebtedness.



     SECTION 1304. Subrogation to Rights of Holders of Senior Indebtedness.



     Subject to the payment in full of all Senior Indebtedness of the Company as provided herein,
the Holders of the Securities shall be subrogated (to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of this Article
Thirteen) to the rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness until all amounts
owing on the Securities shall be paid in full. For the purpose of such subrogation, no such
payments or distributions to the holders of such Senior Indebtedness by the Company, or by or on
behalf of the Holders of the Securities by virtue of this Article Thirteen, which otherwise would
have been made to such Holders shall, as between the Company and such Holders, be deemed to be
payment by the Company or on account of such Senior Indebtedness, it being understood that the
provisions of this Article Thirteen are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.



     If any payment or distribution to which the Holders of the Securities would otherwise have
been entitled but for the provisions of this Article Thirteen shall have been applied, pursuant to
the provisions of this Article Thirteen, to the payment of amounts payable under Senior
Indebtedness of the Company, then such Holders shall be



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entitled to receive from the holders of such Senior Indebtedness any payments or distributions
received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all
amounts payable under or in respect of such Senior Indebtedness in full.



     SECTION 1305. Obligations of the Company Unconditional.



     Nothing contained in this Article Thirteen or elsewhere in this Indenture or in the Securities
is intended to or shall impair, as between the Company and the Holders of the Securities of any
series, the obligation of the Company, which is absolute and unconditional, to pay to such Holders
the principal of, premium (if any) and interest on or any Additional Amounts with respect to the
Securities of such series as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of such Holders and creditors of
the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article Thirteen,
of the holders of Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy. Notwithstanding anything to the contrary in this
Article Thirteen or elsewhere in this Indenture or in the Securities, upon any distribution of
assets of the Company referred to in this Article Thirteen, the Trustee, subject to the provisions
of Sections 601 and 603, and the Holders of the Securities shall be entitled to rely upon any order
or decree made by any court of competent jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee
or agent or other Person making any distribution to the Trustee or to such Holders for the purpose
of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness and other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article Thirteen so long as such court has been apprised of the provisions of, or the order, decree
or certificate makes reference to, the provisions of this Article Thirteen.



     SECTION 1306. Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.



     The Trustee shall not at any time be charged with knowledge of the existence of any facts that
would prohibit the making of any payment to or by the Trustee unless and until a Responsible
Officer of the Trustee or any Paying Agent shall have received, no later than two Business Days
prior to such payment, written notice thereof from the Company or from one or more holders of
Senior Indebtedness or from any representative therefor and, prior to the receipt of any such
written notice, the Trustee, subject to the provisions of Sections 601 and 603, shall be entitled
in all respects conclusively to assume that no such fact exists.



     SECTION 1307. Application by Trustee of Amounts Deposited with It.



     Amounts deposited in trust with the Trustee pursuant to and in accordance with Article Four
shall be for the sole benefit of Holders of the Securities of series for the benefit of which such
amounts were deposited, and, to the extent allocated for the payment of Securities of such series,
shall not be subject to the subordination provisions of this Article Thirteen. Otherwise, any
deposit of assets with the Trustee or the Paying Agent (whether or not in trust) for the payment of
principal of, premium (if any) or interest on or any Additional Amounts with respect to any
Securities shall be subject to the provisions of Sections 1301, 1302, 1303 and 1304; provided that
if prior to two Business Days preceding the date on which by the terms of this Indenture any such
assets may become distributable for any purpose (including without limitation, the payment of
either principal of, premium (if any) or interest on or any Additional Amounts with respect to any
Security), the Trustee or such Paying Agent shall not have received with respect to such assets the
written notice provided for in Section 1306, then the Trustee or such Paying Agent shall have full
power and authority to receive such assets and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary that may be received by it on or
after such date; and provided further that nothing contained in this Article Thirteen shall prevent
the Company from making, or the Trustee from receiving or applying, any payment in connection with
the redemption of Securities if the first publication of notice of such redemption (whether by mail
or otherwise in accordance with this Indenture) has been made, and the Trustee has received such
payment from the Company, prior to the occurrence of any of the contingencies specified in Section
1302 or 1303.



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     SECTION 1308. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders
of Senior Indebtedness.



     No right of any present or future holders of any Senior Indebtedness to enforce subordination
provisions contained in this Article Thirteen shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act or failure to act,
in good faith, by any such holder, or by any noncompliance by the Company with the terms of this
Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise
charged with. The holders of Senior Indebtedness may extend, renew, modify or amend the terms of
the Senior Indebtedness or any security therefor and release, sell or exchange such security and
otherwise deal freely with the Company, all without affecting the liabilities and obligations of
the parties to this Indenture or the Holders of the Securities.



     SECTION 1309. Trustee to Effectuate Subordination of Securities.



     Each Holder of a Security by his acceptance thereof authorizes and expressly directs the
Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the
subordination provisions contained in this Article Thirteen and to protect the rights of the
Holders of the Securities pursuant to this Indenture, and appoints the Trustee his attorney-in-fact
for such purpose, including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors of the Company), the filing of a claim for the
unpaid balance of his Securities in the form required in said proceedings and cause said claim to
be approved. If the Trustee does not file a proper claim or proof of debt in the form required in
such proceeding prior to 30 days before the expiration of the time to file such claim or claims,
then the holders of the Senior Indebtedness or their representative is hereby authorized to have
the right to file and is hereby authorized to file an appropriate claim for and on behalf of the
Holders of said Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Indebtedness or their representative to authorize or consent to or accept or
adopt on behalf of any Holder of Securities any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Indebtedness or their representative to vote in respect of the
claim of any Holder of the Securities in any such proceeding.



     SECTION 1310. Right of Trustee to Hold Senior Indebtedness.



     The Trustee in its individual capacity shall be entitled to all of the rights set forth in
this Article Thirteen in respect of any Senior Indebtedness at any time held by it to the same
extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall be construed
to deprive the Trustee of any of its rights as such holder.



     SECTION 1311. Article Thirteen Not to Prevent Events of Default.



     The failure to make a payment on account of principal of, premium (if any) or interest on the
Securities by reason of any provision of this Article Thirteen shall not be construed as preventing
the occurrence of a Default or an Event of Default under Section 501 or in any way prevent the
Holders of the Securities from exercising any right hereunder other than the right to receive
payment on the Securities.



     SECTION 1312. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.



     The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct or
negligence) if it shall in good faith mistakenly pay over or distribute to the Holders of the
Securities or the Company or any other Person, cash, property or securities to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article Thirteen or otherwise. Nothing in
this Section 1312 shall affect the obligation of any other such Person to hold such payment for the
benefit of, and to pay such payment over to, the holders of Senior Indebtedness or their
representative.



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     SECTION 1313. Article Applicable to Paying Agent.



     In case at any time any Payment Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article Thirteen shall in
such case (unless the context shall otherwise require) be construed as extending to and including
such Payment Agent within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article Thirteen in addition to or in place of the Trustee; provided, however,
that this Section 1313 shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as Paying Agent.



ARTICLE FOURTEEN




MEETINGS OF HOLDERS OF SECURITIES




     SECTION 1401. 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 1402. 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 1401, to be held at such time and at such
place in Houston, Texas, 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 107, not less than 20 nor more than 180 days prior to the
date fixed for the meeting.
	 
	 	(b)	 	In case at any time the Company, pursuant to a Board Resolution, or the Holders
of at least 10% in aggregate principal amount of the Outstanding Securities of any
series, shall have requested the Trustee for any such series to call a meeting of the
Holders of Securities of such series for any purpose specified in Section 1301, by
written request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the notice of
such meeting within 30 days after receipt of such request or shall not thereafter
proceed to cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in Houston, Texas, 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 subsection (a) of this Section 1402.





     SECTION 1403. 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 1404. 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



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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
1405, notice of the reconvening of any adjourned meeting shall be given as provided in Section
1402, 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 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the proviso to Section
902, any resolution with respect to any request, demand, authorization, direction, notice, consent
or waiver which this Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage that is less than a majority in aggregate principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the 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 902, any resolution passed or decision taken at
any meeting of Holders of Securities of any series duly held in accordance with this Section 1404
shall be binding on all the Holders of Securities of such series, whether or not present or
represented at the meeting.



     SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings.




	 	(a)	 	The holding of Securities shall be proved in the manner specified in Section
105 and the appointment of any proxy shall be proved in the manner specified in Section
105. Such regulations may provide that written instruments appointing proxies, regular
on their face, may be presumed valid and genuine without the proof specified in Section
105 or other proof.
	 
	 	(b)	 	The Trustee shall, by an instrument in writing, appoint a temporary chairman of
the meeting, unless the meeting shall have been called by the Company or by Holders of
Securities as provided in Section 1402, 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 1402 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 1406. 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



52









 







representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities
of such series held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of
each meeting of Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to such record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that such notice was given as
provided in Section 1402 and, if applicable, Section 1404. 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.



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     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.



	 	 	 	 	 
	 	NOBLE HOLDING INTERNATIONAL LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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