exv4w1






Exhibit 4.1




 





TERNIUM S.A.




TO



[TRUSTEE]




As Trustee




 






Indenture




Dated as of _____, ___ 201___



 





 






 









 








Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust

Indenture Act of 1939:




	 	 	 
	Trust Indenture	 	 
	Act Section	 	Indenture Section
	§ 310(a)(1)
	 	609
	(a)(2)
	 	609
	(a)(3)
	 	Not Applicable
	(a)(4)
	 	Not Applicable
	(b)
	 	608
	 
	 	610
	§ 311(a)
	 	613
	(b)
	 	613
	§ 312(a)
	 	701
	(b)
	 	702
	(c)
	 	702
	§ 313(a)
	 	703
	(b)
	 	703
	(c)
	 	703
	(d)
	 	703
	§ 314(a)
	 	704
	(a)(4)
	 	101
	 
	 	1004
	(b)
	 	Not Applicable
	(c)(1)
	 	102
	(c)(2)
	 	102
	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	102
	§ 315(a)
	 	601
	(b)
	 	602
	(c)
	 	601
	(d)
	 	601
	(e)
	 	514
	§ 316(a)
	 	101
	(a)(1)(A)
	 	502
	 
	 	512
	(a)(1)(B)
	 	513
	(a)(2)
	 	Not Applicable
	(b)
	 	508
	(c)
	 	104
	§ 317(a)(1)
	 	503
	(a)(2)
	 	504
	(b)
	 	1003
	§ 318(a)
	 	107





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




 









 





     INDENTURE of trust, dated as of _____, between Ternium S.A., a joint stock holding corporation
(société anonyme holding) organized under the laws of Luxembourg (herein called the “Company”),
having its registered office at 46a, Avenue John F. Kennedy, 2nd Floor, L-1855, Luxembourg and
registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés)
under number B98668, and _____, a _____ duly organized and existing under the laws of _____, as
Trustee (herein called the “Trustee”).



Recitals of the Company




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



     WHEREAS all acts and things necessary to make the Securities, when executed, authenticated and
delivered by the Company as provided in this Indenture, the legal, valid and biding obligations of
the Company, and to constitute this Indenture a legal, valid and binding agreement of the Company,
in accordance with its terms, have been done and performed.



     WHEREAS, in order to provide, among other things, for the authentication, delivery and
administration of the Securities, the Company has duly authorized the execution and delivery of
this Indenture.



     Now, Therefore, This Indenture Witnesseth:



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



ARTICLE ONE




Definitions and Other Provisions

of General Application



Section 101. Definitions.




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




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




     (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein;




     (3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles, and, except as otherwise
herein expressly provided, the term “generally accepted accounting principles” with respect
to any computation required or permitted hereunder shall mean the



 









 







International Financial Reporting Standards issued by the International Accounting
Standards Board at the date of such computation;




     (4) unless the context otherwise requires, any reference to an “Article” or a
“Section” refers to an Article or a Section, as the case may be, of this Indenture; and




     (5) 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.



     “Act”, when used with respect to any Holder, has the meaning specified in Section 104.



     “Additional Amounts” has the meaning specified in Section 311.



     “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.



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



     “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 or as provided by the articles of association of the Company or authorized
by its Board of Directors 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”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



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



     “Company” means the Person named as the “Company” in the first paragraph of this 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” or “Company Order” means a written request or order signed in the name of
the Company by any one of the individuals who may sign an Officers’ Certificate on its behalf and
delivered to the Trustee.



-2-









 





     “Corporate Trust Office” means the principal office of the Trustee in _____________ at which
at any particular time its corporate trust business shall be administered.



     “corporation” means a corporation, association, company, joint-stock company or business
trust.



     “Covenant Defeasance” has the meaning specified in Section 1303.



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



     “Defeasance” has the meaning specified in Section 1302.



     “Depositary” means, with respect to Securities of any series issuable in whole or in part in
the form of one or more Global Securities, a clearing agency registered under the Exchange Act that
is designated to act as Depositary for such Securities as contemplated by Section 301.



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



     “Exchange Act” means the U.S. Securities Exchange Act of 1934 and any statute successor
thereto, in each case as amended from time to time.



     “Expiration Date” has the meaning specified in Section 104.



     “Global Security” means a Security that evidences all or part of the Securities of any series
and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated
by Section 301 for such Securities).



     “Holder” means a Person in whose name a Security is registered in the Security Register.



     “Indenture” means this instrument as originally executed and 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, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301.


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




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



     “Investment Company Act” means the U.S. Investment Company Act of 1940 and any statute
successor thereto, in each case as amended from time to time.



     “Maturity”, when used with respect to any Security, means the date on which the principal of
such Security or an instalment 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.



-3-









 





     “Notice of Default” means a written notice of the kind specified in Section 501(3) or 501(4).



     “Officers’ Certificate” means a certificate signed by any two members of the Board of
Directors, the Chief Executive Officer, Chief Financial Officer or any other individual duly
authorized by a Board Resolution, or by the Secretary, Assistant Secretary or any individual duly
authorized by a Board Resolution and delivered to the Trustee. One of the officers signing an
Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or
accounting officer of the Company.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company,
and who shall be reasonably acceptable to the Trustee.



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



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




     (1) Securities, or portions thereof, theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;




     (2) Securities, or portions thereof, for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other
than the Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such 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 reasonably satisfactory to the Trustee has
been made;




     (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and




     (4) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been executed, authenticated and delivered pursuant to
this Indenture;


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand, authorization, direction,
notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an
Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the
principal thereof which would be due and payable as of such date upon acceleration of the Maturity
thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount of such Security
which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated in one or more
foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S.






-4-









 







dollar equivalent, determined as of such date in the manner provided as contemplated by Section
301, of the principal amount of such Security (or, in the case of a Security described in Clause
(A) or (B) above, of the amount determined as provided in such Clause), and (D) 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, waiver or other action, only Securities which the Trustee knows to be
so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s
right so to act with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.



     “Person” means any individual, corporation, limited liability company, joint stock company,
joint stock holding corporation, partnership, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.



     “Place of Payment”, when used with respect to the Securities of any series, means the place
or places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 301.



     “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.



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



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



     “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each
case as amended from time to time.



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



     “Senior Debt” shall have the meaning established pursuant to a Board Resolution.



-5-









 





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



     “Stated Maturity”, when used with respect to any Security or any instalment 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 instalment of principal or interest is due and payable.



     “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



     “Taxes” has the meaning specified in Section 311.



     “Taxing Authority” has the meaning specified in Section 311.



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



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



     “U.S. Government Obligation” has the meaning specified in Section 1304.



     “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”.



Section 102. Compliance Certificates and Opinions.




     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 such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for certificates provided for in Section 1004) shall include,




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



-6-









 






     (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 individual, he has made such
examination or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and




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



Section 103. Form of Documents Delivered to Trustee.




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



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows that the certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the information with respect
to such factual matters is in the possession of the Company, unless such counsel knows 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 104. Acts of Holders; Record Dates.




     Any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.



     The 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



-7-









 




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.




     The ownership of Securities shall be proved by the Security Register.



     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.



     The Company may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to give, make or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or direction referred to in
the next paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities of the relevant series on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date has previously been
set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the relevant series on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable Expiration Date to be given
to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 106.



     The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to
institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section
512, in each case with respect to Securities of such series. If any record date is set pursuant to
this paragraph, the Holders of Outstanding Securities of such series on such record date, and no
other Holders, shall be entitled to join in such notice, declaration, request or direction, whether
or not such Holders remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the
requisite principal amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person be cancelled and of
no effect), and nothing in



-8-









 




this paragraph shall be construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Company in the manner set forth in Section 105 and to
each Holder of Securities of the relevant series in the manner set forth in Section 106.




     With respect to any record date set pursuant to this Section, the party hereto which sets such
record dates may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in writing, and to
each Holder of Securities of the relevant series in the manner set forth in Section 106, on or
prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such record date shall be
deemed to have initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as provided in this
paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day
after the applicable record date.



     Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount
of such Security or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount.



Section 105. 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: _____, or




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



Section 106. Notice to Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, return receipt requested, to each Holder affected by such event, at
his address as it appears in the Security Register, not later than the latest date (if any), and
not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such notice to any particular
Holder, nor any defect in any notice so mailed to any particular Holder shall affect the
sufficiency of such notice with respect to



-9-









 




other Holders. 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.




     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 by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



Section 107. Conflict with Trust Indenture Act.




     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act which is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be.



Section 108. 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 109. Successors and Assigns.




     All covenants and agreements in this Indenture by the Company shall bind and, to the extent
permitted hereby, shall inure to the benefit of and be enforceable by its successors and assigns,
whether so expressed or not.



Section 110. 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 111. Benefits of Indenture.




     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, the holders of Senior Debt, if any,
and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.



Section 112. Governing Law.




     This Indenture and the Securities shall be governed by and construed in accordance with the
law of the State of New York. The provisions of articles 86 to 94-8 of the Luxembourg law of 10th
August 1915 on commercial companies shall not apply.



-10-









 





Section 113. 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 (other than a provision of any Security which
specifically states that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on such date, but may
be made on the next succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.



Section 114. Consent to Service; Jurisdiction.




     Each of the Parties hereto submit to the non-exclusive jurisdiction of any U.S. federal court
in the Borough of Manhattan, The City of New York, New York, United States and any appellate court
of such a court in any legal suit, action or proceeding arising out of or relating to this
Indenture or any Security, waives any objection which it may now or hereafter have to the laying of
the venue of any such legal suit, action or proceeding, waives any immunity from jurisdiction or to
service of process in respect of any such suit, action or proceeding and irrevocably submits to the
jurisdiction of any such court in any such suit, action or proceeding. The Company further submits
to the jurisdiction of the courts of its own corporate domicile in any legal suit, action or
proceeding initiated against it arising out of or relating to this Indenture or any Security. The
Company hereby irrevocably designates and appoints Ternium International U.S.A. Corporation, which
currently maintains an office situated at 2200 West Loop South, Suite 8000, Houston, TX 77027, as
its authorized agent upon which process may be served in any legal suit, action or proceeding
arising out of or relating to this Indenture or any Security which may be instituted in any federal
or state court in the Borough of Manhattan, The City of New York, New York, and agrees that service
of process upon such agent, and written notice of said service to the Company by the Person serving
the same, shall be deemed in every respect effective service of process upon the Company (if such
notice is given to the Company) in any such suit, action or proceeding and further designates its
domicile, the domicile of Ternium International U.S.A. Corporation specified above and any domicile
Ternium International U.S.A. Corporation may have in the future as its domicile to receive any
notice hereunder (including service of process). If for any reason Ternium International U.S.A.
Corporation (or any successor agent for this purpose) shall cease to have a domicile in the United
States or to act as agent for service of process as provided above, the Company will promptly
appoint a successor agent domiciled in the United States for this purpose reasonably acceptable to
Trustee and shall grant thereto notarial powers-of-attorney for lawsuits and collections. The
Company agrees to take any and all actions as may be necessary to maintain such designation and
appointment of such agent in full force and effect so long as the Securities are Outstanding.



-11-









 





ARTICLE TWO




Security Forms



Section 201. Forms Generally.




     The Securities of each series shall be in substantially the form set forth in this Article, or
in such other 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 Depositary
therefor or as may, consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action 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 Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.



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



Section 202. Form of Face of Security.




[Legend required by the Internal Revenue Code as needed.]




[Ternium S.A.]



[RCS Luxembourg B98668]



[Title of Security]



			
	 	 	 
	No. _____
	 	$ _____






     Ternium S.A., a joint stock holding corporation (société anonyme holding) organized under the
laws of Luxembourg (herein called the “Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____or
registered assigns, the principal sum of _____ Dollars on _____ [if the Security is to bear
interest prior to Maturity, insert — , and to pay interest thereon from _____ or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on
_____and _____ in each year, commencing _____, at the rate of ...% per annum, until the principal
hereof is paid or made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be the _____ or _____
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this



-12-









 




Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said
Indenture].




     [If the Security is not to bear interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any
overdue premium shall bear interest at the rate of _____% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the dates such amounts are due until they are
paid or made available for payment. Interest on any overdue principal or premium shall be payable
on demand.]



     Payment of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in _________, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if applicable, insert —;
provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place].



-13-









 





     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



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



Dated:




	 	 	 	 	 
	 	Ternium S.A.

 	 
	 	By  	 	 
	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By  	
 	 
	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



Attest:




______________________




Section 203. Form of Reverse of Security.





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
_____ (herein called the “Indenture”, which term shall have the meaning assigned to it in such
instrument), between the Company and _____, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee [if applicable, insert — the holders of Senior Debt] and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [If applicable, insert
—, limited in aggregate principal amount to $______].



     [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to _____,
redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of]
the preceding paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost to the Company



-14-









 




(calculated in accordance with generally accepted financial practice) of less than _______%
per annum.]




     [If the Security is subject to redemption of any kind, insert — In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]



     [If applicable, insert paragraph regarding subordination of the Security.]



     [If applicable, insert — The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions set forth in the
Indenture.]



     [If the Security is not an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]



     [If the Security is an Original Issue Discount Security, insert — If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s obligations in respect
of the payment of the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.



     If the Company is required, as a result of a change in, execution of or amendment to any laws
or treaties or the official application or interpretation of any laws or treaties, to pay
Additional Amounts, the Company shall have the option (but not the obligation) to redeem, in whole
but not in part, the Securities of this series. This option applies only in the case of changes,
executions or amendments that occur on or after ________ and in the jurisdiction where the Company
is incorporated. If succeeded by another Person, the applicable jurisdiction will be the
jurisdiction in



-15-









 




which such successor is organized, and the applicable date will be the date the Person became
a successor. If this series of Securities is redeemed pursuant to this option, the Redemption Price
for Securities will be [If the Security is not an Original Issue Discount Security, insert — equal
to the principal amount of the Securities being redeemed plus accrued interest and any additional
amounts due up to, but not including, the Redemption Date.] [If the Security is an Original Issue
Discount Security, insert — equal to — insert formula for determining the amount].




     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 37.5% in aggregate principal amount of
the Securities of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.



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



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $_______ and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this 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 this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



-16-









 





     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




	 	 	Section 204. Form of Legend for Global Securities.





     Unless otherwise specified as contemplated by Section 301 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.





	Section 205. Form of Trustee’s Certificate of Authentication.





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



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



	 	 	 	 	 
	 	 	, 
	 	
As Trustee
	 
	 	By  	 	 
	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	By  	 	 
	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




-17-











 





ARTICLE THREE




The Securities



Section 301. Amount Unlimited; Issuable in Series.




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



     The Securities may be issued in one or more series, and each series may consist of one or more
identifiable tranches. There shall be established, without notice to or the consent of any Holder,
in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the
manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,




     (1) the title of the Securities of the series (which shall distinguish the Securities
of the series from Securities of any other series including any series number or tranche
designation as the case may be);




     (2) any limit upon the aggregate principal amount of the Securities of the series
which may be authenticated and delivered under this Indenture (including any provision for
the issuance of additional Securities of the series in excess of any such amount) except
for Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906
or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to
have been authenticated and delivered hereunder;




     (3) the Person to whom any interest on a Security of the series shall be payable, if
other than 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;




     (4) the form of the Securities of the series, including the form of the Trustee’s
certificate of authentication for such series; or




     (5) the date or dates on which the principal of any Securities of the series is
payable, if any;




     (6) the rate or rates (which may be fixed or variable) at which the Securities of the
series shall bear interest, if any, or the manner of calculation of such rate or rates, and
the date or dates from which any such interest shall accrue, the Interest Payment Dates on
which any such interest shall be payable or the manner of determination of such Interest
Payment Dates and the Regular Record Date for any such interest payable on any Interest
Payment Date;




     (7) the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable;




     (8) the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series may be redeemed or



-18-









 







repurchased, in whole or in part, at the option of the Company and, if other than by a
Board Resolution, and the other material terms and provisions applicable to the Company’s
redemption or repurchase rights;




     (9) the obligation, if any, of the Company to redeem or purchase any Securities,
including at the option of the Holder thereof, the period or periods within which, the
price or prices at which and the terms and conditions upon which any Securities of the
series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;




     (10) the subordination provisions, if any, applicable to the Securities of the series
and the ranking of the Securities of the series;




     (11) any collateral or other security pledged against payment of principal, interest
or premium, if any, on the Securities of the series;




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




     (13) if the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index, other security (whether equity or
debt), or pursuant to a formula or other special method, the manner in which such amounts
shall be determined;




     (14) if other than the currency of the United States of America, the currency,
currencies or currency units in which the principal of or any premium or interest on any
Securities of the series shall be payable and the manner of determining the equivalent
thereof in the currency of the United States of America for any purpose, including for
purposes of the definition of “Outstanding” in Section 101;




     (15) if the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or the Holder thereof, in one or more
currencies, currency units or composite currencies other than that or those in which such
Securities are stated to be payable, the currency, currencies, currency units or composite
currencies in which the principal of or any premium or interest on such Securities as to
which such election is made shall be payable, the periods within which and the terms and
conditions upon which such election is to be made and the other material terms applicable
to the right to make such election amount so payable (or the manner in which such amount
shall be determined);




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




     (17) if the principal amount payable at the Stated Maturity of any Securities of the
series will not be determinable as of any one or more dates prior to the Stated Maturity,
the amount which shall be deemed to be the principal amount of such Securities as of any
such date for any purposes thereunder or hereunder, including the principal amount thereof
which shall be due and payable upon any Maturity other than the Stated Maturity or which
shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any



-19-









 







such case, the manner in which such amount deemed to be the principal amount shall be
determined);




     (18) if applicable, that the Securities of the series, in whole or any specified part,
shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if
other than by a Board Resolution, the manner in which any election by the Company to
defease such Securities shall be evidenced;




     (19) if applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the respective
Depositaries for such Global Securities, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that set forth in Section
204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the
last paragraph of Section 305 in which any such Global Security may be exchanged in whole
or in part for Securities registered, and any transfer of such Global Security in whole or
in part may be registered, in the name or names of Persons other than the Depositary for
such Global Security or a nominee thereof;




     (20) any material change in the Events of Default which applies to any Securities of
the series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 502;




     (21) any special tax implications of the Securities, including provisions for Original
Issue Discount Securities, if offered;




     (22) the terms of any repurchase or remarketing rights;




     (23) whether the Securities of the series will be convertible into or exchangeable for
other Securities, common shares or other securities of any kind of the Company or another
obligor, and, if so, the terms and conditions upon which such Securities will be so
convertible or exchangeable, including the initial conversion or exchange price or rate or
the method of calculation, how and when the conversion price or exchange ratio may be
adjusted, whether conversion or exchange is mandatory, at the option of the Holder or at
the Company’s option, the conversion or exchange period, and any other provision in
addition to or in lieu of those described herein;




     (24) any provisions granting special rights to Holders when a specified event occurs;




     (25) any addition to or change in the covenants set forth in Article Ten which applies
to the Securities of the series; and




     (26) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5)).



     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.



-20-









 





     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 shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



Section 302. Denominations.




     The Securities of each series shall be issuable only in registered form without coupons and
only in such denominations as shall be specified as contemplated by Section 301. In the absence of
any such specified denomination with respect to the Securities of any series, the Securities of
such series shall be issuable in denominations 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 member of the Board of
Directors, the Chief Executive Officer, Chief Financial Officer or any other individual duly
authorized by a Board Resolution, and by the Secretary, Assistant Secretary or anyone duly
authorized by a Board Resolution attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as 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,




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




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




     (3) that such Securities, when authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors’ rights and to general equity principles.



-21-









 





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



     Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the
authentication upon original issuance of the first Security of such series to be issued.



     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, 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 which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



     If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable
for definitive Securities of such series upon surrender of the temporary Securities of such series
at the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount. 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 and tenor.



Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place



-22-









 




of Payment or otherwise designated pursuant to Section 1002 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. The Trustee is hereby appointed “Security Registrar” for the purpose of
registering Securities and transfers of Securities as herein provided.




     Upon surrender for registration of transfer of any Security of a series at the office or
agency of the Company in a Place of Payment for that series, the Company shall execute, and the
Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like tenor and 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 exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.



     If the Securities of any series (or of any series and specified tenor) are to be redeemed in
part, the Company shall not be required (A) to issue, register the transfer of or exchange any
Securities of that series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) 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.



     The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:




     (1) Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.



-23-









 






     (2) Notwithstanding any other provision in this Indenture, no Global Security may be
exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such
Global Security or (ii) has ceased to be a clearing agency registered under the Exchange
Act, (B) there shall have occurred and be continuing an Event of Default with respect to
such Global Security or (C) there shall exist such circumstances, if any, in addition to or
in lieu of the foregoing as have been specified for this purpose as contemplated by Section
301.




     (3) Subject to Clause (2) above, any exchange of a Global Security for other
Securities may be made in whole or in part, and all Securities issued in exchange for a
Global Security or any portion thereof shall be registered in such names as the Depositary
for such Global Security shall direct.




     (4) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to
this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global Security or a
nominee thereof.



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




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



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



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



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and



-24-









 




shall be entitled to all the benefits of this Indenture equally and proportionately with any
and all other Securities of that series duly issued hereunder.




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



Section 307. Payment of Interest; Interest Rights Preserved.




     Except as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, 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.



     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 proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of the proposed payment and not less
than 10 days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in the name and
at the expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given to each Holder of Securities of
such series in the manner set forth in Section 106, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid
to the Persons in whose names the 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



-25-









 







the proposed payment pursuant to this Clause, such manner of payment shall be deemed
practicable by the Trustee.



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



Section 308. Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 307) any 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.




     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 may deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities
shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Securities held by the
Trustee shall be disposed of as directed by a Company Order.



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 360-day year of
twelve 30-day months.



Section 311. Payment of Additional Amounts.




     Unless otherwise required by law, the Company shall make all payments of principal and
interest in respect of the Securities of any series without withholding or deduction for any
present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever
nature (collectively, “Taxes”), imposed or levied by or on behalf of Luxembourg or, if succeeded by
another Person, the jurisdiction in which such successor Person is organized, or any political
subdivisions or taxing authority thereof or therein having power to tax (collectively, “Taxing
Authorities”). In the event that the Company is required to withhold or deduct any amount for or on
account of such Taxes from any payment made under or with respect to any Securities of any series,
the Company shall except in the circumstances set forth below pay such additional amounts
(“Additional Amounts”) so that the net amount received by each Holder of Securities, including the
additional amounts, shall equal the amount that such Holder would have received if such Taxes had
not been required to be withheld or deducted. The obligation of the Company to pay Additional



-26-









 




Amounts shall not be payable with respect to a payment made to a Holder of Securities of any
series to the extent:





     (1) that any such Taxes would not have been so imposed but for the existence of any
current or former connection between such Holder and the jurisdiction of the Taxing
Authority imposing such Taxes, other than the mere receipt of such payment, acquisition,
ownership or disposition of such Securities or the exercise or enforcement of rights under
the Securities of any series or this Indenture;




     (2) that any such Taxes are imposed on or measured by, net income of the beneficiary
or Holder or his net wealth or similar;




     (3) of any such Taxes required to be withheld by any Paying Agent from any payment of
principal or of interest on the Securities of any series, if such payment can be made
without withholding by any other Paying Agent and the Company duly provides for such other
Paying Agent;




     (4) of any estate, inheritance, gift, sales, transfer, or personal property Taxes
imposed with respect to the Securities of any series, except as otherwise provided in this
Indenture;




     (5) that any such Taxes are payable other than by deduction or withholding from
payments on the Securities of any series;




     (6) that any such Taxes would not have been imposed but for the presentation of the
Securities of any series, where presentation is required, for payment on a date more than
30 days after the date on which such payment became due and payable or the date on which
payment thereof is duly provided for, whichever is later, except to the extent that the
beneficiary or Holder thereof would have been entitled to Additional Amounts had the
Securities of the relevant series been presented for payment on any date during such 30-day
period;




     (7) that such Holder would not be liable or subject to such withholding or deduction
of Taxes but for the failure to make a valid declaration of residence, non-residence, or
other similar claim for exemption or to provide a certificate, if: (x) the making of such
declaration or claim or the provision of such certificate is required or imposed by
statute, treaty, regulation, ruling or administrative practice of the relevant Taxing
Authority as a precondition to an exemption from, or reduction in, the relevant Taxes; and
(y) at least 60 days prior to the first payment date with respect to which the Company
shall apply this condition, the Company shall have notified all Holders of the Securities
of any series in writing that they shall be required to provide such declaration or claim;




     (8) that any such Taxes are imposed on a payment on the Securities to an individual or
‘residual entity’ established in a Member State of the European Union or certain dependent
and associated territories (of certain EU Member States) and is required to be made
pursuant to any European Union directive on the taxation of savings income relating to the
directive approved by the European Parliament on March 14, 2002, or otherwise implementing
the conclusions of the Economic and Financial Council of



-27-









 







Ministers of the member states of the European Union (ECOFIN) Council meeting of
November 26 and 27, 2000 and/or related Accords or any law implementing or complying with,
or introduced in order to conform to, any such directive and/or related Accords;




     (9) that any such Taxes are imposed or to be withheld pursuant to the Luxembourg law
or laws of 23rd December 2005; and




     (10) of any combination of the above conditions.



     Such Additional Amounts shall also not be payable where, had the beneficial owner of the
Securities been the Holder of such Securities, it would not have been entitled to payment of
Additional Amounts by reason of any of the conditions set forth above.



     The Company shall withhold or deduct the Taxes as required; remit the full amount of Taxes
deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws; use
its reasonable efforts to obtain from each Taxing Authority imposing such Taxes copies of tax
receipts evidencing the payment of any Taxes deducted or withheld; and upon request, and to the
extent reasonably practicable, make available to the Holders of the Securities, within 90 days
after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law,
copies of tax receipts evidencing such payment by the Company or if, notwithstanding its efforts to
obtain such receipts, the same are not obtainable, other evidence of such payments.



     At least 30 days prior to each date on which any payment under or with respect to the
Securities is due and payable, if the Company is obligated to pay Additional Amounts with respect
to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating that
such Additional Amounts shall be payable, the amounts so payable and such other information as is
necessary to enable the Trustee to pay such Additional Amounts to Holders of the Securities on the
payment date.



     The Company shall pay any stamp, issue, registration, documentary or other similar taxes and
duties, including interest, penalties and Additional Amounts with respect thereto, payable in
Luxembourg or the United States or any political subdivision or taxing authority of or in the
foregoing in respect of the creation, issue, offering, enforcement, redemption or retirement of the
Securities if and to the extent any such creation, issue, offering, enforcement, redemption or
retirement was required pursuant to applicable law or ordered by a court or Taxing Authority.



     The foregoing provisions shall survive any termination or the discharge of this Indenture and
shall apply to any jurisdiction in which any successor to the Company is organized or is engaged in
business for tax purposes or any political subdivisions or taxing authority or agency thereof or
therein.



     Whenever this Indenture or the Securities of any series refer to the payment of principal,
premium, if any, redemption price, interest or any other amount payable under or with respect to
any Security of any series, such reference shall include the payment of Additional Amounts to the
extent payable in the particular context.



     In the event that Additional Amounts actually paid with respect to the Securities of any
series pursuant to the preceding paragraphs are based on rates of deduction or withholding of Taxes
in excess of the appropriate rate applicable to the Holder of such Securities, and as a result
thereof



-28-









 




such Holder is entitled to make a claim for a refund or credit of such excess from the Taxing
Authority imposing such Taxes, then such Holder shall, by accepting such Securities, be deemed to
have assigned and transferred all right, title and interest to any such claim for a refund or
credit of such excess to the Company; provided, however, that by making such assignment, the Holder
makes no representation or warranty that the Company shall be entitled to receive such claim for a
refund or credit and incurs no other obligation with respect thereto.




Section 312. Additional Issuances.




     The Company may from time to time, without notice to or the consent of the Holders of the
Securities of any series, create and issue additional Securities of the relevant series having the
same terms as and ranking equally and ratably with such Securities in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of such additional
Securities or except for the first payment of interest following the issue date of such additional
Securities), so that such additional Securities shall be consolidated and form a single series
with, and shall have the same terms as to status, redemption or otherwise as, the Securities of the
relevant series.



Section 313. CUSIP Numbers.




     The Company in issuing the Securities of any series 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 of the Securities of that series; provided, however, that any such notice
may state that no representation is made as to the correctness of such numbers either as printed on
the Securities of that series 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 of that series, and
any such redemption shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee in writing of any change in the “CUSIP” 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 (except as to any
surviving rights of registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when




     (1) either




     (A) all Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or stolen and which 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; or



-29-









 






     (B) all such Securities not theretofore delivered to the Trustee for
cancellation




     (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one
year, or




     (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company,




and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose money in an amount
sufficient to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and interest to
the date of such deposit (in the case of Securities which have become due and payable) or
to the Stated Maturity or Redemption Date, as the case may be;




     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company; and




     (3) 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 have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating
Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, 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 and any premium and interest for whose payment
such money has been deposited with the Trustee.



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



-30-









 




be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body):





     (1) default in the payment of any principal of or any premium upon any Security of
such series when it becomes due and payable, and continuance of such default for a period
of 14 days; or




     (2) default in the payment of any interest upon any Securities of such series when it
becomes due and payable, and continuance of such default for a period of 30 days; or




     (3) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with or which has expressly
been included in this Indenture solely for the benefit of series of Securities other than
that series), and continuance of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 37.5% in aggregate principal amount of
the Outstanding Securities of that series 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




     (4) (A) failure to pay any principal amount exceeding $50 million when due and payable
(after the expiration of any applicable grace period with respect thereto) under any
agreement, bond, debenture, note or other evidence of indebtedness for money borrowed by
the Company (including a failure to pay with respect to Securities of any series other than
that series) whether such indebtedness now exists or shall hereafter be created, or (B) a
default which shall have resulted in any such indebtedness having an aggregate principal
amount outstanding of at least $50 million becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without, in the case
of Clause (A), such indebtedness having been discharged, or, in the case of Clause (B),
such acceleration having been rescinded or annulled, within a period of 30 days after there
shall have been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 37.5% in aggregate principal amount
of the Outstanding Securities of that series a written notice specifying such default and
requiring the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled, as the case may be, 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 Luxembourg bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company 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 Luxembourg law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 60 consecutive days; or



-31-









 






     (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 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 Luxembourg 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 Luxembourg 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 other similar official of the
Company or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due, or the taking of corporate action by the Company in
furtherance of any such action; or




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



     An Event of Default under any securities that have not been authenticated and delivered under
this Indenture shall not constitute an Event of Default under the terms of this Indenture.



Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6))
with respect to 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 that series may declare the principal amount of all the Securities of
that series (or, if any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the terms thereof) to be
due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(5) or 501 (6) with
respect to Securities of any series at the time Outstanding occurs, the principal amount of all the
Securities of that series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be specified by the
terms thereof) shall automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.



     At any time after such a declaration of acceleration with respect to Securities of any series
has been made and before a judgment or decree for payment of the money due has been obtained by the
Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of that series, 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 all Securities of that series,



-32-









 






     (B) the principal of (and premium, if any, on) any Securities of that series
which have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates prescribed therefor in such Securities,




     (C) to the extent that payment of such interest is lawful, interest upon
overdue interest at the rate or rates prescribed therefor in such Securities, and




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



and





     (2) all Events of Default with respect to Securities of that series, other than the
nonpayment of the principal of Securities of that series 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 interest on any Security when such interest
becomes due and payable and such default continues for a period of 30 days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security when such principal (or premium, if any) becomes due and payable and such default
continues for a period of 14 days,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
and the reasonable and documented out-of-pocket expenses, disbursements and advances of the
Trustee, its agents and counsel.




     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture
at the request or direction of any of the Holders, unless such Holders shall have offered to the
Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee,
the Holders of a majority in aggregate principal amount of the Outstanding Securities of any 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 with
respect to the Securities of that series.



-33-









 





Section 504. Trustee May File Proofs of Claim.




     In case of any judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys 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 to it for the reasonable compensation and the
reasonable and documented out-of-pocket expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due to the Trustee under Section 607.



     No provision of this Indenture 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 proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.



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




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



Section 506. Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or any premium or interest, 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 to the Trustee under Section 607; and



     SECOND: Subject to any subordination provisions established in conformity with the provisions
of this Indenture, to the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal and any premium and interest, respectively.



-34-









 





Section 507. Limitation on Suits.




     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) such Holder has previously given written notice to the Trustee of a continuing
Event of Default with respect to the Securities of that series;




     (2) the Holders of not less than 37.5% in aggregate principal amount of the
Outstanding Securities of that series shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as Trustee
hereunder;




     (3) such Holder or Holders have offered to the Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in compliance with such request;




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




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate 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.



     Such limitations shall not apply to any such proceeding instituted by a Holder for the
enforcement of payment of the principal of or any premium or interest on any Security on or after
the applicable due date specified in any such Security.



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




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



Section 509. Restoration of Rights and Remedies.




     If the Trustee or any Holder 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, subject to
any determination in such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and



-35-









 




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 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.




     The Holders of a majority in aggregate principal amount of the Outstanding Securities of any
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,
with respect to the Securities of such series, provided that




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




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



Section 513. Waiver of Past Defaults.




     The Holders of a majority in aggregate 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, except a default




     (1) in the payment of the principal of or any premium or interest on any Security of
such series, or




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



-36-









 





     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.




     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, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company.



Section 515. Waiver of Usury, 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
usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein granted to the Trustee,
but will suffer and permit the execution of every such power as though no such law had been
enacted.



ARTICLE SIX




The Trustee



Section 601. Certain Duties and Responsibilities.




     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Notwithstanding the foregoing, 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. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.



Section 602. Notice of Defaults.




     If a default occurs hereunder with respect to Securities of any series, the Trustee shall give
the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character
specified in Section 501(3) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.




-37-












 





     Notices to be given to direct Holders of a Global Security shall be given only to the
depositary, in accordance with its applicable policies as in effect from time to time. Notices to
be given to direct Holders of Securities other than Global Securities shall be sent by mail to the
respective addresses of the Holders as they appear in the Trustee’s records, and shall be deemed
given when mailed. Neither the failure to give any notice to a particular Holder, nor any defect in
a notice given to a particular Holder, shall affect the sufficiency of any notice given to another
Holder.



Section 603. Certain Rights of Trustee.




     Subject to the provisions of Section 601:




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




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




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




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




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




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




     (7) the Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys.



-38-









 





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 neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall 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 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 and documented out-of-pocket 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 and documented
out-of-pocket expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its or its agents’ negligence,
bad faith or willful misconduct; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, bad faith or willful misconduct on its or
its agents’ part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the reasonable and documented costs and
out-of-pocket expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder.



Section 608. Conflicting Interests.




     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the



-39-









 




manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with respect to Securities
of more than one series.




Section 609. Corporate Trustee Required; Eligibility.




     There shall at all times be one (and only one) Trustee hereunder with respect to the
Securities of each series, which may be Trustee hereunder for Securities of one or more other
series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such, has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust
Office in New York, New York. If any such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined
capital and surplus of such Person 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 with respect
to the Securities of any series shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect hereinafter specified
in this Article.



Section 610. Resignation and Removal; Appointment of Successor.




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



     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 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.



     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 aggregate principal amount of the Outstanding Securities of such
series, delivered to the Trustee and to the Company.



     If at any time:




     (1) the Trustee shall fail to comply with Section 608 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 Holder, or




     (3) the Trustee shall become incapable of acting or shall be adjudged
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,



-40-









 




then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect
to all Securities, or (B) 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.




     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 shall comply with the applicable requirements of Section 611. If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 611, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders 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.



     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 to all Holders of Securities of such series in the manner provided in
Section 106. 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.




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



     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



-41-









 




(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.




     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 the first or second preceding paragraph, as the case may be.



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



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




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



Section 613. Preferential Collection of Claims Against Company.




     If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act
regarding the collection of claims against the Company (or any such other obligor).



-42-









 





Section 614. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof 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, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.



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



     An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 106 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under
the provisions of this Section.



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



-43-









 





     If an appointment with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of
authentication, an alternative 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.



_____________________________,




As Trustee




By___________________________,




As Authenticating Agent




By___________________________




Authorized Officer




By___________________________




Authorized Officer




ARTICLE SEVEN




Holders’ Lists and Reports by Trustee and Company



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




     The Company shall furnish or cause to be furnished to the Trustee




     (1) semi-annually, not later than November 15 and May 15 in each year, a
list, in such form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of each series as of the preceding November 1 or May 1, as the case
may be, and




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


excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.







-44-









 








Section 702. Preservation of Information; Communications to Holders.




     The Trustee shall preserve, in as current a form as is reasonably practicable, the names and
addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders 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 rights of Holders to communicate with other Holders with respect to their rights under
this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee,
shall be as provided by the Trust Indenture Act.



     Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.



Section 703. Reports by Trustee.




     The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.



     A copy of each such report shall, at the time of such 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 shall notify the Trustee when any Securities are listed on any stock
exchange.



     If a default occurs with respect to Securities of any series, the Trustee shall give the
Holders of the relevant series notice of the default when, as and to the extent provided by the
Trust Indenture Act of 1939. However, in the case of any default under any covenant with respect to
the series, no notice of default to Holders shall be given until at least 30 days after the
occurrence of the default.



Section 704. Reports by Company.




     The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the
same is actually filed with the Commission.



-45-









 





ARTICLE EIGHT




Consolidation, Merger, Conveyance, Transfer or Lease



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




     The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease all or substantially all of its properties and assets to any Person, and the Company shall
not permit any Person to consolidate with or merge into the Company or convey, transfer or lease
all or substantially all of its properties and assets to the Company, unless:




     (1) in case the Company shall consolidate with or merge into another Person
or convey, transfer or lease all or substantially all of its properties and assets to any
Person, the Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, all or substantially all
of the properties and assets of the Company shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory
to the Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed; provided, however, that
this assumption may be pursuant to a full and unconditional guarantee; and




     (2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a result of
such transaction as having been incurred by the Company or such Subsidiary at the time of
such transaction, no Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and be continuing.



     Notwithstanding the foregoing, the Company may consolidate with or merge into any other Person
or convey, transfer or lease all or substantially all of its properties and assets to any Person or
permit any Person to consolidate with or merge into the Company or convey, transfer or lease all or
substantially all of its properties and assets as part of a transaction involving non-related third
parties or as part of an internal corporate reorganization.



Section 802. Successor Substituted.




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



-46-









 





Section 803. Transfer or Lease to a Wholly Owned Subsidiary.




     Notwithstanding any of the provisions of this Article Eight, Sections 801 and 802 will not be
applicable in connection with any transfer or lease of all or substantially all of the Company’s
properties and assets to a wholly owned Subsidiary.



     The Company may transfer or lease all or substantially all of its properties and assets to any
wholly owned Subsidiary, provided that such wholly owned Subsidiary shall expressly assume pursuant
to a full and unconditional guarantee executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed.



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) or to surrender any right or power herein conferred
upon the Company; or




     (3) to add any additional Events of Default for the benefit of the Holders
of all or any series of Securities (and if such additional Events of Default are to be for
the benefit of less than all series of Securities, stating that such additional Events of
Default are expressly being included solely for the benefit of such series); or




     (4) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities in bearer
form, registrable or not registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of Securities in uncertificated form; or




     (5) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such addition, change or
elimination




     (A) shall neither (i) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit
of such



-47-









 







provision nor (ii) modify the rights of the Holder of any such Security with
respect to such provision or (B) shall become effective only when there is no such
Security Outstanding; or




     (6) to secure the Securities; 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; 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 that such action pursuant to this Clause (9) 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 aggregate principal amount of the Outstanding
Securities of each series affected by such supplemental indenture, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such series under this
Indenture (in each case, other than as permitted by Section 901); 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 instalment of
principal of or interest on, any Security, or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or reduce the
amount of the principal of an Original Issue Discount Security or any other Security which
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 in
which, any Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment, conversion or exchange on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or modify any provisions with respect to the subordination of Securities in a manner
adverse to the Holders, or




     (2) reduce the percentage in principal amount of the Outstanding Securities
of any series, 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



-48-









 







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 or Section 513 or
Section 1005, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this clause shall
not be deemed to require the consent of any Holder with respect to changes in the
references to “the Trustee” and concomitant changes in this Section and Section 1005, or
the deletion of this proviso, in accordance with the requirements of Sections 611 and
901(8).



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



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



Section 903. Execution of Supplemental Indentures.




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



Section 904. Effect of Supplemental Indentures.




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



Section 905. Conformity with Trust Indenture Act.




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



Section 906. Reference in Securities to Supplemental Indentures.




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



-49-









 




of the Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.




ARTICLE TEN




Covenants



Section 1001. Payment of Principal, Premium and Interest.




     The Company covenants and agrees for the benefit of each series of Securities that it shall
duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.



Section 1002. Maintenance of Office or Agency.




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



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




     If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or interest on
any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest 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, it
will, prior to each due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held
as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.



-50-









 





     The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the Securities of that series)
in the making of any payment in respect of the Securities of that series, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.



     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 such 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 or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall 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 the English language in a newspaper customarily published on each Business Day and of
general circulation in Luxembourg, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Company.



Section 1004. 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, an Officers’ Certificate, stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance and observance of any
of the terms, provisions and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in default, specifying all
such defaults and the nature and status thereof of which they have knowledge.



Section 1005. Waiver of Certain Covenants.




     Except as otherwise specified as contemplated by Section 301 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided pursuant to Section
301(25), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1001
to 1004 , inclusive, if before the time for such compliance the Holders of majority in aggregate
principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or



-51-









 




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
term, provision or condition shall remain in full force and effect.




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 such Securities) in accordance with this Article.



Section 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 301 for such Securities. In case of any
redemption at the election of the Company of less than all the Securities of any series (including
any such redemption affecting only a single Security), the Company shall, at least 60 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, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities 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 (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the principal amount of any
Security of such series, provided that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security. If less than all the Securities of such series and of a
specified tenor are to be redeemed (unless such redemption affects only a single Security), 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 and specified tenor
not previously called for redemption in accordance with the preceding sentence.



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



-52-









 





     The provisions of the two preceding paragraphs shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.



     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 by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all the Outstanding Securities of any series consisting of
more than a single Security are to be redeemed, the identification (and, in the case of
partial redemption of any such Securities, the principal amounts) of the particular
Securities to be redeemed and, if less than all the Outstanding Securities of any series
consisting of a single Security are to be redeemed, the principal amount of the particular
Security 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 each such Security is to be surrendered for
payment of the Redemption Price, and




     (6) 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 and shall be irrevocable.



Section 1105. Deposit of Redemption Price.




     Prior to 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, all the Securities
which are to be redeemed on that date.



-53-









 





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 to the Redemption Date; provided, however, that,
unless otherwise specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307.



     If any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.



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 of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.



Section 1108. Optional Tax Redemption.




     The Company shall have the option (but not the obligation) to redeem, in whole but not in
part, the Securities of any series where, as a result of a change in, execution of or amendment to
any laws or treaties or the official application or interpretation of any laws or treaties, the
Company would be required to pay Additional Amounts as described in Section 311; provided, however,
that this option applies only in the case of changes, executions or amendments that occur on or
after the date specified in the prospectus supplement for the applicable series of Securities.



     If the Securities of any series are redeemed, the Redemption Price for Securities of the
relevant series shall be, in the case of a Security other than an Original Issue Discount Security
of the relevant series, equal to the principal amount of the Securities of the relevant series
being redeemed plus accrued interest and any additional amounts due up to, but not including, the
Redemption Date and, in the case of an Original Issue Discount Security of the relevant series,
equal to an amount determined by reference to a formula or other special method.



     If the Company elects to redeem the Securities pursuant to this Section 1108, the Company
shall provide notice in the manner specified in Section 1104 and redeem the securities in the
manner specified in Sections 1102, 1105 and 1106.



-54-









 





ARTICLE TWELVE




SINKING FUNDS



Section 1201. Applicability of Article.




     The Company is not required to make any sinking fund payments with respect to Securities of
any series except as otherwise specified as contemplated by Section 301 for such Securities.



ARTICLE THIRTEEN




Defeasance and Covenant Defeasance



Section 1301. Company’s Option to Effect Defeasance or Covenant Defeasance.




     The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied
to any Securities or any series of Securities, as the case may be, designated pursuant to Section
301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable
requirements provided pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board Resolution or in another
manner specified as contemplated by Section 301 for such Securities.



Section 1302. Defeasance and Discharge.




     Upon the Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall be deemed to have
been discharged from its payment and other obligations, and any subordination provisions
established in conformity with the provisions of this Indenture shall cease to be effective, with
respect to such Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such
Defeasance means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of such Securities to receive, solely from the trust fund described in Section
1304 and as more fully set forth in such Section, payments in respect of the principal of and any
premium and interest on such Securities when payments are due, (2) the Company’s obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance
with this Article, the Company may exercise its option (if any) to have this Section applied to any
Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied
to such Securities.



Section 1303. Covenant Defeasance.




     Upon the Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Company shall be released from
its obligations under any covenants provided pursuant to Section 301(25), 901(2) or 901(7) for the
benefit of the Holders of such Securities and (2) the occurrence of any event specified in
Sections



-55-









 




501(3) (with respect to any such covenants provided pursuant to Section 301(25), 901(2) or
901(7)), 501(5) and 501(7) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as provided in this Section on and after the date the conditions
set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this
purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit
to comply with and shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of Section 501(3)), or
any subordination provisions established in conformity with the provisions of this Indenture,
whether directly or indirectly by reason of any reference elsewhere herein to any such Section or
such subordination provisions or by reason of any reference in any such Section or such
subordination provisions to any other provision herein or in any other document, but the remainder
of this Indenture and such Securities shall be unaffected thereby.




Section 1304. Conditions to Defeasance or Covenant Defeasance.




     The following shall be the conditions to the application of Section 1302 or Section 1303 to
any Securities or any series of Securities, as the case may be:




     (1) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee which satisfies the requirements contemplated by
Section 609 and agrees to comply with the provisions of this Article applicable to it) as
trust funds in trust for the purpose of making the following payments, specifically pledged
as security for, and dedicated solely to, the benefits of the Holders of such Securities,
(A) money in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the
Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and
any premium and interest on such Securities on the respective Stated Maturities, in
accordance with the terms of this Indenture and such Securities. As used herein, “U.S.
Government Obligation” means (x) any security which is (i) a direct obligation of the
United States of America for the payment of which the full faith and credit of the United
States of America is pledged or (ii) an obligation of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or redeemable at the
option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government
Obligation which is specified in Clause (x) above and held by such bank for the account of
the Holder of such depositary receipt, or with respect to any specific payment of principal
of or interest on any U.S. Government Obligation which is so specified and held, provided
that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to the Holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of
principal or interest evidenced by such depositary receipt.



-56-









 






     (2) In the event of an election to have Section 1302 apply to any Securities
or any series of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the date of this
instrument, there has been a change in the applicable Federal income tax law, in either
case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for Federal income tax purposes
as a result of the deposit, Defeasance and discharge to be effected with respect to such
Securities and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit, Defeasance and discharge were
not to occur.




     (3) In the event of an election to have Section 1303 apply to any Securities
or any series of Securities, as the case may be, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the deposit and
Covenant Defeasance to be effected with respect to such Securities and will be subject to
Federal income tax on the same amount, in the same manner and at the same times as would be
the case if such deposit and Covenant Defeasance were not to occur.




     (4) The Company shall have delivered to the Trustee an Opinion of Counsel to
the effect that neither such Securities nor any other Securities of the same series, if
then listed on any securities exchange, will be delisted as a result of such deposit.




     (5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities or any other Securities shall
have occurred and be continuing at the time of such deposit or, with regard to any such
event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after
the date of such deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).




     (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to
have a conflicting interest within the meaning of the Trust Indenture Act (assuming all
Securities are in default within the meaning of such Act).




     (7) Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.




     (8) Such Defeasance or Covenant Defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning of the
Investment Company Act unless such trust shall be registered under such Act or exempt from
registration thereunder.




     (9) In the event any Securities or any series of Securities include
subordination provisions established in conformity with the provisions of this Indenture,
at the time of such deposit, (A) no default in the payment of any principal of or premium
or interest on any Senior Debt shall have occurred and be continuing, (B) no event of
default with respect to any Senior Debt shall have resulted in such Senior Debt becoming,
and



-57-









 







continuing to be, due and payable prior to the date on which it would otherwise have
become due and payable (unless payment of such Senior Debt has been made or duly provided
for), and (C) no other event of default with respect to any Senior Debt shall have occurred
and be continuing permitting (after notice or lapse of time or both) the holders of such
Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and
payable prior to the date on which it would otherwise have become due and payable.



     The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant
Defeasance have been complied with.



Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions.




     Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are
referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders
of such Securities, of all sums due and to become due thereon in respect of principal and any
premium and interest, but money so held in trust need not be segregated from other funds except to
the extent required by law. Money and U.S. Government Obligations so held in trust shall not be
subject to any subordination provisions established in conformity with the provisions of this
Indenture.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.



     Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.



Section 1306. Reinstatement.




     If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1303 shall be revived and reinstated as though no deposit had occurred
pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying
Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to



-58-









 




such Securities in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the
Holders of such Securities to receive such payment from the money so held in trust.







-59-









 








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



	 	 	 
	 

	 	                                                            
	 
	 	 
	 

	 	           By                                                             
	 
	 	 
	Attest:
	 	                                                            
	 

	 	   
	 

	 	           By                                                             
	 
	 	 
	                                                            
	 	 
	 
	 	 
	Attest:
	 	 
	 
	 	 
	                                                            
	 	 






-60-









 






	 	 	 

	STATE OF                     

	 	) 
	 

	 	) ss.:
	COUNTY OF                     )

	 	) 






     On the ____ day of _____, _____, before me personally came __________, to me known, who,
being by me duly sworn, did depose and say that he is __________ of __________, one of the
corporations described in and which executed the foregoing instrument and that he signed his name
thereto by authority of the Board of Directors of said corporation.



____________________




	 	 	 

	STATE OF                     

	 	) 
	 

	 	) ss.:
	COUNTY OF                     )

	 	) 






     On the _____ day of _____, _____, before me personally came __________, to me known, who,
being by me duly sworn, did depose and say that he is __________ of __________, one of the
corporations described in and which executed the foregoing instrument and that he signed his name
thereto by authority of the Board of Directors of said corporation.



____________________




[To be revised accordingly if not signed in New York.]






-61-









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	Page
	PARTIES	 	1
	RECITALS OF THE COMPANY	 	1
	 
	 	 	 	 
	ARTICLE ONE

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

	 
	 	 	 	 
	Section 101.
	 	Definitions	 	1
	 
	 	“Act”	 	2
	 
	 	“Additional Amounts”	 	2
	 
	 	“Affiliate”	 	2
	 
	 	“Authenticating Agent”	 	2
	 
	 	“Board of Directors”	 	2
	 
	 	“Board Resolution”	 	2
	 
	 	“Business Day”	 	2
	 
	 	“Commission”	 	2
	 
	 	“Company”	 	2
	 
	 	“Company Request” or “Company Order”	 	2
	 
	 	“Corporate Trust Office”	 	3
	 
	 	“corporation”	 	3
	 
	 	“Covenant Defeasance”	 	3
	 
	 	“Defaulted Interest”	 	3
	 
	 	“Defeasance”	 	3
	 
	 	“Depositary”	 	3
	 
	 	“Event of Default”	 	3
	 
	 	“Exchange Act”	 	3
	 
	 	“Expiration Date”	 	3
	 
	 	“Global Security”	 	3
	 
	 	“Holder”	 	3
	 
	 	“Indenture”	 	3
	 
	 	“interest”	 	3
	 
	 	“Interest Payment Date”	 	3
	 
	 	“Investment Company Act”	 	3
	 
	 	“Maturity”	 	3
	 
	 	“Notice of Default”	 	4
	 
	 	“Officers' Certificate”	 	4
	 
	 	“Opinion of Counsel”	 	4
	 
	 	“Original Issue Discount Security”	 	4
	 
	 	“Outstanding”	 	4
	 
	 	“Paying Agent”	 	5
	 
	 	“Person”	 	5
	 
	 	“Place of Payment”	 	5
	 
	 	“Predecessor Security”	 	5
	 
	 	“Redemption Date”	 	5
	 
	 	“Redemption Price”	 	5
	 
	 	“Regular Record Date”	 	5





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




 









 






	 	 	 	 	 
	 	 	 	 	Page
	 
	 	“Securities”	 	5
	 
	 	“Securities Act”	 	5
	 
	 	“Security Register”	 	5
	 
	 	“Senior Debt”	 	5
	 
	 	“Special Record Date”	 	6
	 
	 	“Stated Maturity”	 	6
	 
	 	“Subsidiary”	 	6
	 
	 	“Taxes”	 	6
	 
	 	“Taxing Authority”	 	6
	 
	 	“Trust Indenture Act”	 	6
	 
	 	“Trustee”	 	6
	 
	 	“U.S. Government Obligation”	 	6
	 
	 	“Vice President”	 	6
	Section 102.
	 	Compliance Certificates and Opinions	 	6
	Section 103.
	 	Form of Documents Delivered to Trustee	 	7
	Section 104.
	 	Acts of Holders; Record Dates	 	7
	Section 105.
	 	Notices, Etc., to Trustee and Company	 	9
	Section 106.
	 	Notice to Holders; Waiver	 	9
	Section 107.
	 	Conflict with Trust Indenture Act	 	10
	Section 108.
	 	Effect of Headings and Table of Contents	 	10
	Section 109.
	 	Successors and Assigns	 	10
	Section 110.
	 	Separability Clause	 	10
	Section 111.
	 	Benefits of Indenture	 	10
	Section 112.
	 	Governing Law	 	10
	Section 113.
	 	Legal Holidays	 	11
	Section 114.
	 	Consent to Service; Jurisdiction	 	11
	 
	 	 	 	 
	ARTICLE TWO

	 
	 	 	 	 
	SECURITY FORMS

	 
	 	 	 	 
	Section 201.
	 	Forms Generally	 	12
	Section 202.
	 	Form of Face of Security	 	12
	Section 203.
	 	Form of Reverse of Security	 	14
	Section 204.
	 	Form of Legend for Global Securities	 	17
	Section 205.
	 	Form of Trustee’s Certificate of Authentication	 	17
	 
	 	 	 	 
	ARTICLE THREE

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	Section 301.
	 	Amount Unlimited; Issuable in Series	 	18
	Section 302.
	 	Denominations	 	21
	Section 303.
	 	Execution, Authentication, Delivery and Dating	 	21
	Section 304.
	 	Temporary Securities	 	22
	Section 305.
	 	Registration, Registration of Transfer and Exchange	 	22
	Section 306.
	 	Mutilated, Destroyed, Lost and Stolen Securities	 	24
	Section 307.
	 	Payment of Interest; Interest Rights Preserved	 	25
	Section 308.
	 	Persons Deemed Owners	 	26
	Section 309.
	 	Cancellation	 	26
	Section 310.
	 	Computation of Interest	 	26






-ii-









 






	 	 	 	 	 
	 	 	 	 	Page
	Section 311.
	 	Payment of Additional Amounts	 	26
	Section 312.
	 	Additional Issuances	 	29
	Section 313.
	 	CUSIP Numbers	 	29
	 
	 	 	 	 
	ARTICLE FOUR

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 401.
	 	Satisfaction and Discharge of Indenture	 	29
	Section 402.
	 	Application of Trust Money	 	30
	 
	 	 	 	 
	ARTICLE FIVE

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	Section 501.
	 	Events of Default	 	30
	Section 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	32
	Section 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	33
	Section 504.
	 	Trustee May File Proofs of Claim	 	34
	Section 505.
	 	Trustee May Enforce Claims Without Possession of Securities	 	34
	Section 506.
	 	Application of Money Collected	 	34
	Section 507.
	 	Limitation on Suits	 	35
	Section 508.
	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	35
	Section 509.
	 	Restoration of Rights and Remedies	 	35
	Section 510.
	 	Rights and Remedies Cumulative	 	36
	Section 511.
	 	Delay or Omission Not Waiver	 	36
	Section 512.
	 	Control by Holders	 	36
	Section 513.
	 	Waiver of Past Defaults	 	36
	Section 514.
	 	Undertaking for Costs	 	37
	Section 515.
	 	Waiver of Usury, Stay or Extension Laws	 	37
	 
	 	 	 	 
	ARTICLE SIX

	 
	 	 	 	 
	THE TRUSTEE

	 
	 	 	 	 
	Section 601.
	 	Certain Duties and Responsibilities	 	37
	Section 602.
	 	Notice of Defaults	 	37
	Section 603.
	 	Certain Rights of Trustee	 	38
	Section 604.
	 	Not Responsible for Recitals or Issuance of Securities	 	39
	Section 605.
	 	May Hold Securities	 	39
	Section 606.
	 	Money Held in Trust	 	39
	Section 607.
	 	Compensation and Reimbursement	 	39
	Section 608.
	 	Conflicting Interests	 	39
	Section 609.
	 	Corporate Trustee Required; Eligibility	 	40
	Section 610.
	 	Resignation and Removal; Appointment of Successor	 	40
	Section 611.
	 	Acceptance of Appointment by Successor	 	41
	Section 612.
	 	Merger, Conversion, Consolidation or Succession to Business	 	42
	Section 613.
	 	Preferential Collection of Claims Against Company	 	42
	Section 614.
	 	Appointment of Authenticating Agent	 	43






-iii-









 






	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE SEVEN

	 
	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	Section 701.
	 	Company to Furnish Trustee Names and Addresses of Holders	 	44
	Section 702.
	 	Preservation of Information; Communications to Holders	 	45
	Section 703.
	 	Reports by Trustee	 	45
	Section 704.
	 	Reports by Company	 	45
	 
	 	 	 	 
	ARTICLE EIGHT

	 
	 	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 
	 	 	 	 
	Section 801.
	 	Company May Consolidate, Etc., Only on Certain Terms	 	46
	Section 802.
	 	Successor Substituted	 	46
	Section 803.
	 	Transfer or Lease to a Wholly Owned Subsidiary	 	47
	 
	 	 	 	 
	ARTICLE NINE

	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	Section 901.
	 	Supplemental Indentures Without Consent of Holders	 	47
	Section 902.
	 	Supplemental Indentures With Consent of Holders	 	48
	Section 903.
	 	Execution of Supplemental Indentures	 	49
	Section 904.
	 	Effect of Supplemental Indentures	 	49
	Section 905.
	 	Conformity with Trust Indenture Act	 	49
	Section 906.
	 	Reference in Securities to Supplemental Indentures	 	49
	 
	 	 	 	 
	ARTICLE TEN

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 1001.
	 	Payment of Principal, Premium and Interest	 	50
	Section 1002.
	 	Maintenance of Office or Agency	 	50
	Section 1003.
	 	Money for Securities Payments to Be Held in Trust	 	50
	Section 1004.
	 	Statement by Officers as to Default	 	51
	Section 1005.
	 	Waiver of Certain Covenants	 	51
	 
	 	 	 	 
	ARTICLE ELEVEN

	 
	 	 	 	 
	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	Section 1101.
	 	Applicability of Article	 	52
	Section 1102.
	 	Election to Redeem; Notice to Trustee	 	52
	Section 1103.
	 	Selection by Trustee of Securities to Be Redeemed	 	52
	Section 1104.
	 	Notice of Redemption	 	53
	Section 1105.
	 	Deposit of Redemption Price	 	53
	Section 1106.
	 	Securities Payable on Redemption Date	 	54
	Section 1107.
	 	Securities Redeemed in Part	 	54
	Section 1108.
	 	Optional Tax Redemption	 	54






-iv-









 






	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE TWELVE

	 
	 	 	 	 
	SINKING FUNDS

	 
	 	 	 	 
	Section 1201.
	 	Applicability of Article	 	55
	 
	 	 	 	 
	ARTICLE THIRTEEN

	 
	 	 	 	 
	DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 1301.
	 	Company’s Option to Effect Defeasance or Covenant Defeasance	 	55
	Section 1302.
	 	Defeasance and Discharge	 	55
	Section 1303.
	 	Covenant Defeasance	 	55
	Section 1304.
	 	Conditions to Defeasance or Covenant Defeasance	 	56
	Section 1305.
	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	 	58
	Section 1306.
	 	Reinstatement	 	58







-v-