EX-4.1






Exhibit 4.1




Execution Copy




BAKER HUGHES INCORPORATED




to




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




Trustee




INDENTURE




Dated as of October 28, 2008




DEBT SECURITIES





 









 








BAKER HUGHES INCORPORATED




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








 




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




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Table of Contents




	 	 	 	 	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	SECTION 101.
	 	Definitions	 	 	1	 
	SECTION 102.
	 	Compliance Certificates and Opinions	 	 	7	 
	SECTION 103.
	 	Form of Documents Delivered to Trustee	 	 	8	 
	SECTION 104.
	 	Acts of Holders; Record Dates	 	 	8	 
	SECTION 105.
	 	Notices, Etc., to Trustee and Company	 	 	11	 
	SECTION 106.
	 	Notice to Holders; Waiver	 	 	11	 
	SECTION 107.
	 	Conflict with Trust Indenture Act	 	 	12	 
	SECTION 108.
	 	Effect of Headings and Table of Contents	 	 	12	 
	SECTION 109.
	 	Successors and Assigns	 	 	12	 
	SECTION 110.
	 	Separability Clause	 	 	12	 
	SECTION 111.
	 	Benefits of Indenture	 	 	12	 
	SECTION 112.
	 	Governing Law	 	 	12	 
	SECTION 113.
	 	Legal Holidays	 	 	12	 
	SECTION 114.
	 	No Adverse Interpretation of Other Agreements	 	 	13	 
	SECTION 115.
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	 	 	13	 
	SECTION 116.
	 	Language of Notices, Etc.	 	 	13	 
	SECTION 117.
	 	Force Majeure	 	 	13	 
	SECTION 118.
	 	Waiver of Jury Trial	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE II SECURITY FORMS	 	 	14	 
	SECTION 201.
	 	Forms Generally	 	 	14	 
	SECTION 202.
	 	Form of Face of Security	 	 	14	 
	SECTION 203.
	 	Form of Reverse of Security	 	 	16	 
	SECTION 204.
	 	Form of Legend for Global Securities	 	 	19	 
	SECTION 205.
	 	Form of Trustee’s Certificate of Authentication	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE III THE SECURITIES	 	 	19	 
	SECTION 301.
	 	Amount Unlimited; Issuable in Series	 	 	19	 
	SECTION 302.
	 	Denominations	 	 	22	 
	SECTION 303.
	 	Execution, Authentication, Delivery and Dating	 	 	22	 
	SECTION 304.
	 	Temporary Securities	 	 	24	 
	SECTION 305.
	 	Registration, Registration of Transfer and Exchange	 	 	24	 
	SECTION 306.
	 	Mutilated, Destroyed, Lost and Wrongfully Taken Securities	 	 	26	 
	SECTION 307.
	 	Payment of Interest; Interest Rights Preserved	 	 	27	 
	SECTION 308.
	 	Persons Deemed Owners	 	 	29	 
	SECTION 309.
	 	Cancellation	 	 	29	 
	SECTION 310.
	 	Computation of Interest	 	 	29	 
	SECTION 311.
	 	CUSIP Numbers	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE	 	 	30	 
	SECTION 401.
	 	Satisfaction and Discharge of Indenture	 	 	30	 






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	SECTION 402.
	 	Application of Trust Money	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE V REMEDIES
	 	 	31	 
	SECTION 501.
	 	Events of Default	 	 	31	 
	SECTION 502.
	 	Acceleration of Maturity; Rescission and Annulment	 	 	33	 
	SECTION 503.
	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	34	 
	SECTION 504.
	 	Trustee May File Proofs of Claim	 	 	34	 
	SECTION 505.
	 	Trustee May Enforce Claims Without Possession of Securities	 	 	35	 
	SECTION 506.
	 	Application of Money Collected	 	 	35	 
	SECTION 507.
	 	Limitation on Suits	 	 	35	 
	SECTION 508.
	 	Unconditional Right of Holders to Receive  Principal, Premium and Interest and to Convert	 	 	36	 
	SECTION 509.
	 	Restoration of Rights and Remedies	 	 	36	 
	SECTION 510.
	 	Rights and Remedies Cumulative	 	 	36	 
	SECTION 511.
	 	Delay or Omission Not Waiver	 	 	37	 
	SECTION 512.
	 	Control by Holders	 	 	37	 
	SECTION 513.
	 	Waiver of Past Defaults	 	 	37	 
	SECTION 514.
	 	Undertaking for Costs	 	 	38	 
	SECTION 515.
	 	Waiver of Usury, Stay or Extension Laws	 	 	38	 
	 
	 	 	 	 	 	 
	ARTICLE VI THE TRUSTEE	 	 	38	 
	SECTION 601.
	 	Certain Duties and Responsibilities	 	 	38	 
	SECTION 602.
	 	Notice of Defaults	 	 	39	 
	SECTION 603.
	 	Certain Rights of Trustee	 	 	39	 
	SECTION 604.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	41	 
	SECTION 605.
	 	May Hold Securities	 	 	41	 
	SECTION 606.
	 	Money Held in Trust	 	 	41	 
	SECTION 607.
	 	Compensation and Reimbursement	 	 	41	 
	SECTION 608.
	 	Conflicting Interests	 	 	42	 
	SECTION 609.
	 	Corporate Trustee Required; Eligibility	 	 	42	 
	SECTION 610.
	 	Resignation and Removal; Appointment of Successor	 	 	43	 
	SECTION 611.
	 	Acceptance of Appointment by Successor	 	 	44	 
	SECTION 612.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	45	 
	SECTION 613.
	 	Preferential Collection of Claims Against Company	 	 	45	 
	SECTION 614.
	 	Appointment of Authenticating Agent	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	47	 
	SECTION 701.
	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	47	 
	SECTION 702.
	 	Preservation of Information; Communications to Holders	 	 	47	 
	SECTION 703.
	 	Reports by Trustee	 	 	48	 
	SECTION 704.
	 	Reports by Company	 	 	48	 
	 
	 	 	 	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	 	 	48	 
	SECTION 801.
	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	48	 
	SECTION 802.
	 	Successor Substituted	 	 	49	 






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	ARTICLE IX SUPPLEMENTAL INDENTURES	 	 	49	 
	SECTION 901.
	 	Supplemental Indentures Without Consent of Holders	 	 	49	 
	SECTION 902.
	 	Supplemental Indentures With Consent of Holders	 	 	51	 
	SECTION 903.
	 	Execution of Supplemental Indentures	 	 	52	 
	SECTION 904.
	 	Effect of Supplemental Indentures	 	 	52	 
	SECTION 905.
	 	Conformity with Trust Indenture Act	 	 	52	 
	SECTION 906.
	 	Reference in Securities to Supplemental Indentures	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE X COVENANTS	 	 	53	 
	SECTION 1001.
	 	Payment of Principal, Premium and Interest	 	 	53	 
	SECTION 1002.
	 	Maintenance of Office or Agency	 	 	53	 
	SECTION 1003.
	 	Money for Securities Payments to Be Held in Trust	 	 	53	 
	SECTION 1004.
	 	Corporate Existence	 	 	55	 
	SECTION 1005.
	 	Statement by Officers as to Default	 	 	55	 
	SECTION 1006.
	 	Waiver of Certain Covenants	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES	 	 	55	 
	SECTION 1101.
	 	Applicability of Article	 	 	55	 
	SECTION 1102.
	 	Election to Redeem; Notice to Trustee	 	 	55	 
	SECTION 1103.
	 	Selection by Trustee of Securities to Be Redeemed	 	 	56	 
	SECTION 1104.
	 	Notice of Redemption	 	 	57	 
	SECTION 1105.
	 	Deposit of Redemption Price	 	 	57	 
	SECTION 1106.
	 	Securities Payable on Redemption Date	 	 	58	 
	SECTION 1107.
	 	Securities Redeemed in Part	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE XII SINKING FUNDS	 	 	58	 
	SECTION 1201.
	 	Applicability of Article	 	 	58	 
	SECTION 1202.
	 	Satisfaction of Sinking Fund Payments with Securities	 	 	59	 
	SECTION 1203.
	 	Redemption of Securities for Sinking Fund	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE	 	 	59	 
	SECTION 1301.
	 	Company’s Option to Effect Defeasance or Covenant Defeasance	 	 	59	 
	SECTION 1302.
	 	Defeasance and Discharge	 	 	60	 
	SECTION 1303.
	 	Covenant Defeasance	 	 	60	 
	SECTION 1304.
	 	Conditions to Defeasance or Covenant Defeasance	 	 	61	 
	SECTION 1305.
	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	 	 	62	 
	SECTION 1306.
	 	Reinstatement	 	 	63	 







iii











 





     INDENTURE, dated as of October 28, 2008, between BAKER HUGHES INCORPORATED, a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 2929 Allen Parkway, Houston, Texas 77019 and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its 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.



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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



ARTICLE I

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 GAAP;




     (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;




     (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; and



1









 






     (6) when used with respect to any Security, the words “convert”, “converted” and
“conversion” are intended to refer to the right of the Holder or the Company to convert or
exchange such Security into or for securities or other property in accordance with such
terms, if any, as may hereafter be specified for such Security as contemplated by Section
301, and these words are not intended to refer to any right of the Holder or the Company to
exchange such Security for other Securities of the same series and like tenor pursuant to
Section 304, 305, 306, 906 or 1107 or another similar provision of this Indenture, unless
the context otherwise requires; and references herein to the terms of any Security that may
be converted mean such terms as may be specified for such Security as contemplated in
Section 301.



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



     “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.



     “Applicable Procedures” of a Depositary means, with respect to any matter at any time, the
policies and procedures of such Depositary, if any, that are applicable to such matter at such
time.



     “Authenticating Agent” means, when used with respect to Securities of any series, any Person
authorized by the Trustee to act on behalf of the Trustee to authenticate the Securities of such
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 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. Where any
provision of this Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Securities and the forms and terms thereof), such action may
be taken by any officer or employee of the Company authorized to take such action by the Board of
Directors as evidenced by a Board Resolution.



     “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; provided that, when used
with respect to any Security, “Business Day” may have such other meaning, if any, as may be
specified for such Security as contemplated by Section 301.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this



2









 




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 two of the following: a Chairman of the Board, a Chief Executive Officer, a
President, a Vice President, a Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary of the Company, or any other officer or officers of the Company designated in writing by
or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time.



     “Corporate Trust Office” means the designated office of the Trustee in Houston, Texas at which
at any particular time its corporate trust business shall be administered and which, at the date
hereof, is located at 601 Travis Street, 18th Floor, Houston Texas 77002, Attention:
Corporate Trust Administration, or at such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust office of any
successor Trustee.



     “corporation” means a corporation, association, company (including a limited liability
company), joint-stock company, business trust or other similar entity.



     “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 that is designated to act as
depositary for such Securities as contemplated by Section 301.



     “DTC” has the meaning specified in Section 104.



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



     “Exchange Act” means the 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.



     “GAAP” means, at any time, (i) generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as have been approved by a
significant segment of the accounting profession in the United States or (ii) if at such time the



3









 




Company is required to prepare its financial statements for reports filed with the Commission
under Section 13 or 15(d) of the Exchange Act pursuant to standards other than those specified in
clause (i) (which may include International Financial Reporting Standards), such other standards,
in each case which are in effect at such time.




     “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 installment of interest on such Security.



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



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



     “Officers’ Certificate” means a certificate signed by any two of the following: a Chairman of
the Board, a Chief Executive Officer, a President, a Vice President, a Treasurer, an Assistant
Treasurer, a Secretary or an Assistant Secretary of the Company, or any other officer or officers
of the Company designated in a writing by or pursuant to authority of the Board of Directors and
delivered to the Trustee from time to time.



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel
for the Company.



     “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 authenticated and delivered under this Indenture, except:



4









 






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




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




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




     (4) Securities which have been paid pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a
protected purchaser in whose hands such Securities are valid obligations of the Company; and




     (5) Securities as to which any property deliverable upon conversion thereof has been
delivered (or such delivery has been duly provided for), or as to which any other particular
conditions have been satisfied, in each case as may be provided for such Securities as
contemplated in Section 301;


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, composite currencies or currency units which shall be deemed to be Outstanding
shall be the U.S. 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 a Responsible Officer of the Trustee actually 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




5









 







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, 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 and subject to
Section 1002, 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 wrongfully taken Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or wrongfully taken 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.



     “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee
within the corporate trust department, including any Vice President, assistant secretary, assistant
treasurer, assistant cashier, trust officer, assistant trust officer or assistant controller
assigned to the Corporate Trust Office, or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer of the Trustee to whom such
matter is referred because of his knowledge of and familiarity with the particular subject, and who
shall have direct responsibility for the administration of this Indenture.



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



6









 





     “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 installment of principal
thereof or interest thereon, means the date specified in such Security as the fixed date on which
the principal of such Security or such installment of principal or interest is due and payable.



     “Subsidiary” means any Person a majority of the combined voting power of the total outstanding
ownership interests in which is, at the time of determination, beneficially owned or held, directly
or indirectly, by the Company or one or more other Subsidiaries. For this purpose, “voting power”
means power to vote in an ordinary election of directors (or, in the case of a Person that is not a
corporation, ordinarily to appoint or approve the appointment of Persons holding similar
positions), whether at all times or only as long as no senior class of ownership interests has such
voting power by reason of any contingency.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; 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.



     “Uniform Commercial Code” means the Uniform Commercial Code in effect in the State of Delaware
or the State of New York, as applicable, in each case as amended from time to time.



     “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 shall include:



7









 






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




     (2) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;




     (3) a statement that, in the opinion of each such 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, or
representation by, 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 an agent or agents 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



8









 




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.




     Without limiting the generality of this Section, unless otherwise provided in or pursuant to
this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global
Security, may give, make or take, by an agent or agents duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided or permitted in
or pursuant to this Indenture to be given, made or taken by Holders, and a Depositary or its
nominee that is a Holder of a Global Security may duly appoint in writing as its agent or agents
members of, or participants in, such Depositary holding interests in such Global Security in the
records of such Depositary; and (ii) with respect to any Global Security the Depositary for which
is The Depository Trust Company (“DTC”), any consent or other action given, made or taken by an
“agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures
system or other Applicable Procedures of, and pursuant to authorization by, DTC shall be deemed to
constitute the “Act” of the Holder of such Global Security, and such Act shall be deemed to have
been delivered to the Company and the Trustee upon the delivery by DTC of an “agent’s message” or
other notice of such consent or other action having been so given, made or taken in accordance with
the Applicable Procedures of DTC.



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



     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, making or taking 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 give, make or take the relevant action, whether or not such Holders remain Holders
after such record date; provided, however, that no such action shall be effective hereunder unless
given, made or taken on or prior to the applicable Expiration Date by Holders of the requisite



9









 




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 canceled and of no
effect), and nothing in this paragraph shall be construed to render ineffective any action given,
made or taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is given, made or 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
Sections 105 and 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, making or taking 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 give, make or take such notice, declaration,
request or direction, whether or not such Holders remain Holders after such record date; provided,
however, that no such action shall be effective hereunder unless given, made or 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 canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action given, made or taken by Holders of
the requisite principal amount of Outstanding Securities of the relevant series on the date such
action is given, made or 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 writing and to each
Holder of Securities of the relevant series in the manner set forth in Sections 105 and 106.



     With respect to any record date set pursuant to this Section, the party hereto which sets such
record date 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 to an earlier day as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than
the 180th day after the applicable record date.



10









 





     Without limiting the foregoing, a Holder entitled hereunder to give, make or take any action
hereunder with regard to any particular Security may do so, in person or by an agent duly appointed
in writing, with regard to all or any part of the principal amount of such Security.



     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 (which may be by facsimile transmission) to
or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, with
a copy (which shall not constitute notice) to the Trustee at 601 Travis Street, 18th
Floor, Houston Texas 77002, Attention: Corporate Trust Administration or any other address
previously furnished in writing to the Company and the Holders by the Trustee 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, 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, 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, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to 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.



     Where this Indenture provides for notice of any event to a Holder of a Global Security, such
notice shall be sufficiently given if given to the Depositary for such Security (or its designee),
pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier
than the earliest date (if any), prescribed for the giving of such notice.



11









 





     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 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 and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture, except as may otherwise be provided
pursuant to Section 301 with respect to any Securities of a particular series or under this
Indenture with respect to such Securities.



     SECTION 112. Governing Law.



     This Indenture and the Securities and the rights and obligations of the parties hereto and
thereto, including the interpretation, construction, validity and enforceability thereof, shall be
governed by and construed and interpreted in accordance with the law of the State of New York.



     SECTION 113. Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date or Maturity of any Security, or
any date on which a Holder has the right to convert his 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), or
conversion of such Security 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



12









 




the same force and effect as if made on the Interest Payment Date or Redemption Date, or at
the Maturity, or on such date for conversion, as the case may be.




     SECTION 114. No Adverse Interpretation of Other Agreements.



     This Indenture may not be used to interpret any other indenture, loan or other agreement of
the Company or its Subsidiaries or of any other Person. Any such indenture, loan or other agreement
may not be used to interpret this Indenture.



     SECTION 115. No Personal Liability of Directors, Officers, Employees and Stockholders.



     No past, present or future director, officer, employee, incorporator or stockholder of the
Company, as such, will have any liability for any obligations of the Company under the Securities
or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Securities.
The waiver may not be effective to waive liabilities under the federal securities laws.



     SECTION 116. Language of Notices, Etc.



     Any request, demand, authorization, direction, notice, consent, waiver, other action or Act
provided or permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of publication.



     SECTION 117. Force Majeure.



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



     SECTION 118. Waiver of Jury Trial.



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



13









 





ARTICLE II

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.



     [Insert any legend required by the Internal Revenue Code and the regulations thereunder.]



BAKER HUGHES INCORPORATED




			
	 	 	 
	 	 	 
	No _________ $ ________________________
	CUSIP No._____________________






     BAKER HUGHES INCORPORATED, a corporation duly organized and existing under the laws of the
State of Delaware (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 __________ , and at the Maturity thereof, 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



14









 




interest so payable, but not 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 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 in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security 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 New York, New York, 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, against surrender of this
Security in the case of any payment due at the Maturity of the principal thereof or any payment of
interest becomes payable on a day other than an Interest Payment Date; provided, however, that if
this Security is not a Global Security, (i) payment of interest on an Interest Payment Date will be
made by check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register; and all other payments will be made by check against surrender of this
Security; (ii) all payments by check will be made in next-day funds (i.e., funds that become
available on the day after the check is cashed); and (iii) notwithstanding clauses (i) and (ii)
above, with respect to any payment of any amount due on this Security, if this Security is in a
denomination of at least $1,000,000 and the Holder hereof at the time of surrender hereof or, in
the case of any payment of interest on any Interest Payment Date, the Holder thereof on the related
Regular Record Date delivers a written request to the Paying Agent to make such payment by wire
transfer at least five Business Days before the date such payment becomes due, together with
appropriate wire transfer instructions specifying an account at a bank in New York, New York, the
Company shall make such payment by wire transfer of immediately available funds to such account at
such bank in New York City, any such wire instructions, once properly given by a Holder as to this
Security, remaining in effect as to such Holder and this Security unless and until new instructions
are given in the manner described above and provided further, that notwithstanding anything in the
foregoing to the contrary, if this Security is a Global Security, payment shall be made pursuant to
the Applicable Procedures of the Depositary as permitted in said Indenture.



     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.



15









 





     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 under its
corporate seal.



	 	 	 	 	 
	 	BAKER HUGHES INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Attest:





     SECTION 203. Form of Reverse of Security.



     This Security is one of a duly authorized issue of senior securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an Indenture, dated
as of October 28, 2008 (herein called the “Indenture”, which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A.,
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 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 — The Securities of this series are subject to redemption upon not
less than 30 days’ nor more than 60 days’ notice, at any time [if applicable, insert — on or after
_________, 20__], as a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on
or before _________, ____%, and if redeemed] during the 12-month period beginning _________of the years
indicated,



	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	Redemption
	Year	 	Price	 	Year	 	Price
	 	 	 	 	 	 	 




and thereafter at a Redemption Price equal to       % of the principal amount, together in the case
of any such redemption with accrued interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]




     [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



16









 




unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]




     [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 principal amount of the Securities at the
time Outstanding of all series to be affected (considered together as one class for this purpose).
The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount
of the Securities at the time Outstanding of all series to be affected under the Indenture
(considered together as one class for this purpose), on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the Indenture and (ii)
permitting the Holders of a majority in principal amount of the Securities at the time Outstanding
of any series to be affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to waive 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.



     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 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee



17









 




to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the
Holders of a majority in 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 $1,000 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.



     This Security and the Indenture shall be governed by and construed in accordance with the law
of the State of New York.



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



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     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 herein and referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	Dated:       	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 



ARTICLE III

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. There shall be established 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);




     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for



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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 date or dates on which the principal of any Securities of the series is
payable;




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




     (6) the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable and the manner in which any payment may be made;




     (7) 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, in whole or in part, at
the option of the Company and, if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;




     (8) the obligation, if any, of the Company to redeem or purchase any Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of the Holder
thereof and 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;




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




     (10) 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 or pursuant to a formula, the manner in
which such amounts shall be determined;




     (11) if other than the currency of the United States of America, the currency,
currencies, composite currency, composite 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 the purposes of making payment in the currency of the
United States of America and applying the definition of “Outstanding” in Section 101;




20











 






     (12) 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, composite currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies, composite currency, composite
currencies or currency units 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 amount so payable
(or the manner in which such amount shall be determined);




     (13) 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;




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




     (15) if applicable, that the Securities of the series, in whole or any specified part,
shall not be defeasible pursuant to Section 1302 or Section 1303 or both such Sections, and,
if such Securities may be defeased, in whole or in part, pursuant to either or both such
Sections, any provisions to permit a pledge of obligations other than U.S. Government
Obligations (or the establishment of other arrangements) to satisfy the requirements of
Section 1304(1) for defeasance of such Securities and, if other than by a Board Resolution,
the manner in which any election by the Company to defease such Securities shall be
evidenced;




     (16) 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, any addition to, elimination of or other change in the circumstances set forth in
Clause (2) of the penultimate 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 and any other provisions
governing exchanges or transfers of any such Global Security;




     (17) any addition to, elimination of or other 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









 






     (18) any addition to, elimination of or other change in the covenants set forth in
Article X which applies to Securities of the series;




     (19) any provisions necessary to permit or facilitate the issuance, payment or
conversion of any Securities of the series that may be converted into securities or other
property other than Securities of the same series and of like tenor, whether in addition to,
or in lieu of, any payment of principal or other amount and whether at the option of the
Company or otherwise;




     (20) if applicable, that Persons other than those specified in Section 111 shall have
such benefits, rights, remedies and claims with respect to any Securities of the series or
under this Indenture with respect to such Securities, as and to the extent provided for such
Securities; and




     (21) 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.



     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 multiple thereof.



     SECTION 303. Execution, Authentication, Delivery and Dating.



     The Securities shall be executed on behalf of the Company by its Chairman of the Board,
President or a Vice President of the Company (or any other officer of the Company designated in
writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from
time to time), under its corporate seal reproduced, which may be by facsimile, thereon attested by
its Secretary or an Assistant Secretary of the Company. 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.



22









 





     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 and subject to any limitation
with respect to payments in currency other than U.S. dollars.


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



23









 







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 each office or agency of the Company designated as a
Place of Payment pursuant to the first paragraph of Section 1002 a register (the register
maintained in each such office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. Each such office or agency 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



24









 







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
whole or 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 selection of any
such Securities for redemption under Section 1103 and ending at the close of business on the day of
such selection, 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.




     (2) Notwithstanding any other provision in this Indenture, and subject to such
applicable provisions, if any, as may be specified as contemplated by Section 301, 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
has notified the Company that it (i) 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, or (B) the Company has executed and delivered to the Trustee a Company Order
stating that such Global Security shall be exchanged in whole for Securities that are not
Global Securities (in which case such exchange shall promptly be effected by the Trustee).
If the Company receives a notice of the kind specified in Clause (A) above or has delivered
a Company Order of the kind specified in Clause (B)



25









 







above, it may, in its sole discretion, designate a successor Depositary for such Global
Security within 90 days after receiving such notice or delivery of such order, as the case
may be. If the Company designates a successor Depositary as aforesaid, such Global Security
shall promptly be exchanged in whole for one or more other Global Securities registered in
the name of the successor Depositary, whereupon such designated successor shall be the
Depositary for such successor Global Security or Global Securities and the provisions of
Clauses (1), (2), (3) and (4) of this provision shall continue to apply thereto.




     (3) Subject to Clause (2) above and to such applicable provisions, if any, as may be
specified as contemplated by Section 301, 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.



     Every Person who takes or holds any beneficial interest in a Global Security agrees that:




     (1) the Company and the Trustee may deal with the Depositary as sole owner of the
Global Security and as the authorized representative of such Person;




     (2) such Person’s rights in the Global Security shall be exercised only through the
Depositary and shall be limited to those established by law and agreement between such
Person and the Depositary and/or direct and indirect participants of the Depositary;




     (3) the Depositary and its participants make book-entry transfers of beneficial
ownership among, and receive and transmit distributions of principal and interest on the
Global Securities to, such Persons in accordance with the Applicable Procedures of the
Depositary; and




     (4) none of the Company, the Trustee nor any agent of the Company or the Trustee will
have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.



     SECTION 306. Mutilated, Destroyed, Lost and Wrongfully Taken Securities.



     If (a) any mutilated Security is surrendered to the Trustee or (b) both (i) there shall be
delivered to the Company and the Trustee (A) a claim by a Holder as to the destruction, loss or
wrongful taking of any Security of such Holder and a request thereby for a new replacement Security
of the same series, and (B) such indemnity bond as may be required by them to save each of them and
any agent of either of them harmless and (ii) such other reasonable



26









 







requirements as may be imposed by the Company as permitted by Section 8-405 of the Uniform
Commercial Code have been satisfied, then, in the absence of notice to the Company or the Trustee
that such Security has been acquired by a “protected purchaser” within the meaning of Section 8-405
of the Uniform Commercial Code, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such mutilated, destroyed, lost or wrongfully taken
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 wrongfully taken 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 wrongfully taken Security shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or wrongfully taken Security shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued hereunder.



     The provisions of this Section 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 wrongfully taken Securities.



     SECTION 307. Payment of Interest; Interest Rights Preserved.



     Except as otherwise provided as contemplated by Section 301 with respect to any Securities of
a series, 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 (or, if no business is conducted by the Trustee at its Corporate Trust Office on such
date, at 5:00 P.M. New York City time on such date).



     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 payable on any
Securities of a series to the Persons in whose names such Securities (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 of such Securities and the date of the



27









 







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 such Securities 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 such Securities (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 any Securities of a
series in any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.



     Except as may otherwise be provided in this Section 307 or as contemplated in Section 301 with
respect to any Securities of a series, the Person to whom interest shall be payable on any Security
that first becomes payable on a day that is not an Interest Payment Date shall be the Holder of
such Security on the day such interest is paid.



     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.



     In the case of any Security which is converted after any Regular Record Date and on or prior
to the next succeeding Interest Payment Date (other than any Security whose Maturity is prior to
such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall
be payable on such Interest Payment Date notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for) 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
such Regular Record Date. Except as otherwise expressly provided in the immediately preceding
sentence, in the case of any Security which is converted, interest whose Stated Maturity is after
the date of conversion of such Security shall not be payable. Notwithstanding the foregoing, the
terms of any Security that may be converted may provide that



28









 







the provisions of this paragraph do not apply, or apply with such additions, changes or
omissions as may be provided thereby, to such 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.



     All Securities surrendered for payment, redemption, registration of transfer or exchange or
conversion or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. 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 canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as
directed by a Company Order; provided, however, that the Trustee shall not be required to destroy
such canceled Securities.



     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. CUSIP Numbers.



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



29









 





ARTICLE IV

SATISFACTION AND DISCHARGE




     SECTION 401. Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect with respect to the
Securities of any series (except as to any surviving rights of conversion, registration of transfer
or exchange of any such Security expressly provided for herein or in the terms of such Security),
and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities, when




     (1) either




     (A) all such Securities theretofore authenticated and delivered (other than (i)
Securities which have been destroyed, lost or wrongfully taken 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




     (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 such
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 with respect to such Securities; 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



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to the satisfaction and discharge of this Indenture with respect to such Securities
have been complied with.



     Notwithstanding the satisfaction and discharge of this Indenture with respect to Securities of
any series, 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 with respect to such
Securities, the obligations of the Company under Section 1002 and the obligations of the Trustee
under Section 402, Section 606 and the last paragraph of Section 1003 with respect to such
Securities 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 with respect to Securities of any series shall be held in trust and
applied by it, in accordance with the provisions of such 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. All
moneys deposited with the Trustee pursuant to Section 401 (and held by it or any Paying Agent) for
the payment of Securities subsequently converted shall be returned to the Company upon Company
Request.



ARTICLE V

REMEDIES




     SECTION 501. Events of Default.



     “Event of Default”, wherever used herein with respect to Securities of any series, means any
one of the following events (whatever the reason for such Event of Default and whether it shall be
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 interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of or any premium on any Security of that
series at its Maturity; or




     (3) default in the deposit of any sinking fund payment, when and as due by the terms of
a Security of that series and continuance of such default for a period of 60 days; or




     (4) 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



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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 90 days after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of 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




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or
any such other decree or order unstayed and in effect for a period of 90 consecutive days
(provided that, if any Person becomes the successor to the Company pursuant to Article VIII
and such Person is organized and validly existing under the law of a jurisdiction outside
the United States, each reference in this Clause (5) to an applicable Federal or State law
of a particular kind shall be deemed to refer to such law or any applicable comparable law
of such non-U.S. jurisdiction, for as long as such Person is the successor to the Company
hereunder and is so organized and existing); or




     (6) the commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by
it to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or the consent
by it to the filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or 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 (provided that, if any Person becomes the
successor to the Company pursuant to Article VIII and such Person is organized and validly
existing under the law of a jurisdiction outside the United States, each reference in this
Clause (6) to an applicable Federal or State law of a particular kind shall be deemed to
refer to such law or any applicable comparable law of such non-U.S. jurisdiction, for as
long as such Person is the successor to the Company hereunder and is so organized and
existing); or



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     (7) any other Event of Default provided with respect to Securities of that series in
accordance with Section 301.



     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, in the case of any Security of that series which specifies an amount to be due and
payable thereon upon acceleration of the Maturity thereof, such amount 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, in the case of any Security of that
series which specifies an amount to be due and payable thereon upon acceleration of the Maturity
thereof, such amount 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 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,




     (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
non-payment 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.



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     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 60 days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable on such Securities for principal 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,
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 may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein,
or to enforce any other proper remedy.



     SECTION 504. Trustee May File Proofs of Claim.



     In case of 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. 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 it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.



     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;



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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 the Trustee under Section 607;



     SECOND: 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; and



     THIRD: To remit the balance, if any, to the Company.



     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 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;




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



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




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Securities of that series;


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




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



     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, if the
terms of such Security so provide, to convert such Security in accordance with its terms, and to
institute suit for the enforcement of any such payment and, if applicable, any such right to
convert, 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
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 wrongfully taken 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.



36









 





     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 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;




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




     (3) subject to the provisions of Section 601, the Trustee shall have the right to
decline to follow any such direction if the Trustee in good faith shall determine that the
proceeding so directed would involve the Trustee in personal liability.



     SECTION 513. Waiver of Past Defaults.



     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, 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 IX cannot be
modified or amended without the consent of the Holder of each Outstanding Security of such
series affected.



     Upon any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon. A
waiver of any past default and its consequences given by or on behalf of any Holder of the
Securities in connection with a purchase of, or tender or exchange offer for, such Holder’s
Securities will not be rendered invalid by such purchase, tender or exchange.



37









 





     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, including reasonable attorneys’ fees and expenses, 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 or the Trustee or,
if applicable, in any suit for the enforcement of the right to convert any Security in accordance
with its terms.



     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 VI

THE TRUSTEE




     SECTION 601. Certain Duties and Responsibilities.



     Except during the continuance of an Event of Default,




     (1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and as are provided by the Trust Indenture Act,
and, except for implied covenants or obligations under the Trust Indenture Act, no implied
covenants or obligations shall be read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture.



     In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs.



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




     (1) this Subsection shall not be construed to limit the effect of the first paragraph
of this Section;




     (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;




     (3) the Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of a majority in
principal amount of the Outstanding Securities of any series, determined as provided in
Section 512, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture with respect to the Securities of such series; and




     (4) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.



     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(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 60 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.



     SECTION 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:




     (1) the Trustee may conclusively 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;



39









 






     (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)
shall be entitled to receive and may, in the absence of bad faith on its part, conclusively
rely upon an Officers’ Certificate;




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




     (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 security or indemnity
reasonably satisfactory to it 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 at the sole
cost of the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;




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




     (8) the Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by
any person authorized to sign an Officers’ Certificate, including any person specified as so
authorized in any such certificate previously delivered and not superseded;




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




40











 






     (10) the Trustee shall not be deemed to have notice of any default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Securities and this
Indenture; and




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



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



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



     SECTION 605. May Hold Securities.



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



     SECTION 606. Money Held in Trust.



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



     SECTION 607. Compensation and Reimbursement.



     The Company agrees




     (1) to pay to the Trustee from time to time such compensation as the Company and
Trustee shall agree in writing for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of
an express trust);




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence, bad faith or
willful misconduct; and



41









 






     (3) to indemnify each of the Trustee or any predecessor Trustee and its officers,
directors, agents and employees for, and to hold it harmless against, any and all losses,
liabilities, damages, claims or expenses including taxes (other than taxes based upon,
measured by or determined by the earnings or income of the Trustee) incurred without
negligence, bad faith or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs
and expenses of defending itself against any claim (whether asserted by the Company, a
Holder or any other Person) or liability in connection with the exercise or performance of
any of its powers or duties hereunder.



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



     Without limiting any rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default specified in Section
501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or other similar law.



     The provisions of this Section shall survive the termination of this Indenture.



     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
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by the Trust Indenture 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 the continental United States of America. 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.



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     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 60 days after
the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.



     The Trustee may be removed at any time with respect to the Securities of any series by Act of
the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within 30 days after the
giving of a notice of removal pursuant to this paragraph, the Trustee being removed may petition,
at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.



     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 such Holder, or




     (3) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,



then, in any such case, (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 an



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instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of removal, the Trustee being removed may petition,
at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series. 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
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 (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



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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).



     SECTION 614. Appointment of Authenticating Agent.



     The Trustee may appoint an Authenticating Agent or Agents with respect to any series of
Securities which shall be authorized to act on behalf of the Trustee to authenticate the Securities
of such Series issued upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Section 306, and Securities of such series so



45









 







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 of such series 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 so appointed with
respect to such series and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent so appointed with respect to such series. 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, the
Company, the Authenticating Agent or such successor corporation.



     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 with respect to any series of Securities which shall be
acceptable to the Company and shall give notice of such appointment to all Holders of Securities of
such series in the manner provided in Section 106. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all 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 by the Company for such payments, subject to the provisions of Section 607.



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



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



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., AS TRUSTEE

 	 
	 	By:  	 	 
	 	 	          As Authenticating Agent 	 
	 	 	 	 
	 
	 	By:  	
 	 
	 	 	          Authorized Signatory 	 



ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY





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



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




     (1) semi-annually, not later than May 15 and November 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 immediately preceding May 1 or November 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.




     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.



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     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.



     Reports so required to be transmitted at stated intervals of not more than 12 months shall be
transmitted no later than May 15 and shall be dated as of May 1 in each calendar year, commencing
in 2009.



     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 will notify the Trustee when any Securities are listed on any stock
exchange and of any delisting thereof.



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



ARTICLE VIII

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




     (1) in case the Company shall consolidate with or merge into another Person or sell,
convey, transfer or lease all or substantially all 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 sale, conveyance or transfer, or which leases, all or substantially all
the properties and assets of the Company shall be a corporation, limited liability company,
partnership or trust, shall be organized and validly existing under the laws of the United
States, any state thereof or the District of Columbia and 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



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observance of every covenant of this Indenture on the part of the Company to be
performed or observed and, for each Security that by its terms provides for conversion,
shall have provided for the right to convert such Security in accordance with its terms;




     (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; and




     (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease
and, if a supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this Article and that all conditions precedent herein
provided for relating to such transaction have been complied with.



     SECTION 802. Successor Substituted.



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



ARTICLE IX

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



49









 






     (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 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 add to or change any of the provisions of this Indenture with respect to any
Securities that by their terms may be converted into securities or other property other than
Securities of the same series and of like tenor, in order to permit or facilitate the
issuance, payment or conversion of such Securities; or




     (10) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, provided that such action
pursuant to this Clause (10) shall not adversely affect the interests of the Holders of
Securities of any series in any material respect.



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



50









 





     SECTION 902. Supplemental Indentures With Consent of Holders.



     With the consent of the Holders of a majority in principal amount of the Outstanding
Securities of all series affected by such supplemental indenture, considered together as one class
for this purpose (plus, if and as the terms applicable to any such affected series pursuant to
Section 301 so provide, the consent of the Holders of a majority in principal amount of the
Outstanding Securities of such affected series or of any other Persons acting on behalf of such
Holders), by Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon 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 permit the Company to redeem any Security if, absent such supplemental indenture,
the Company would not be permitted to do so, 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 on or after the
Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or




     (2) if any Security provides that the Holder may require the Company to repurchase or
convert such Security, impair such Holder’s right to require repurchase or conversion of
such Security on the terms provided therein, or




     (3) reduce the percentage in principal amount of the Outstanding Securities of any one
or more series (considered separately or together as one class, as applicable), the consent
of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or




     (4) modify any of the provisions of this Section, Section 513 or Section 1006, 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 1006, or the deletion of this proviso,
in accordance with the requirements of Sections 611 and 901(8).



51









 





     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. A consent to any indenture supplemental hereto by or on behalf of any
Holder of the Securities given in connection with a purchase of, or tender or exchange offer for,
such Holder’s Securities will not be rendered invalid by such purchase, tender or exchange.



     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 and Officers’ Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties 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
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.



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ARTICLE X

COVENANTS




     SECTION 1001. Payment of Principal, Premium and Interest.



     The Company covenants and agrees for the benefit of each series of Securities that it will
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, where
Securities may be surrendered for conversion 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.



     To the extent the Place of Payment for any series of Securities is New York, New York, the
Company hereby initially designates as such office and as Paying Agent the Trustee acting through
The Bank of New York Mellon, 101 Barclay, 7 East, New York, NY 10286, Attention: Corporate Trust.



     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.



     With respect to any Global Security, and except as otherwise may be specified for such Global
Security as contemplated by Section 301, the Corporate Trust Office of the Trustee shall be the
Place of Payment where such Global Security may be presented or surrendered for payment or for
registration of transfer or exchange, or where successor Securities may be delivered in exchange
therefor, provided, however, that any such payment, presentation, surrender or delivery effected
pursuant to the Applicable Procedures of the Depositary for such Global Security shall be deemed to
have been effected at the Place of Payment for such Global Security in accordance with the
provisions of this Indenture.



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



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     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, on or prior to 11:00 A.M., New York City time, on each due date of the principal of or any
premium or interest on any Securities of that series, deposit (or, if the Company has deposited any
trust funds with a trustee pursuant to Section 1304(1), cause such trustee to 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.



     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 a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, 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.



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     SECTION 1004. Corporate Existence



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



     SECTION 1005. Statement by Officers as to Default.



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the
best 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 may have knowledge.



     SECTION 1006. Waiver of Certain Covenants.



     Except as otherwise specified as contemplated by Section 301 for Securities of a specific
series, the Company may, with respect to the Securities of any one or more series, omit in any
particular instance to comply with any term, provision or condition set forth in Section 1004 or in
any covenant provided pursuant to Section 301(18), 901(2), 901(6) or 901(7) for the benefit of the
Holders of such series or in Article VIII if, before the time for such compliance, the Holders of a
majority in principal amount of the Outstanding Securities of all series affected by such waiver,
considered together as one class for this purpose (plus, if and as the terms applicable to any such
affected series pursuant to Section 301 so provide, the consent of the Holders of a majority in
principal amount of the Outstanding Securities of such affected series or of any other Persons
acting on behalf of such Holders) 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 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. A waiver of compliance given by or on behalf of any Holder of the Securities in
connection with a purchase of, or tender or exchange offer for, such Holder’s Securities will not
be rendered invalid by such purchase, tender or exchange.



ARTICLE XI

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 established in or pursuant to a
Board Resolution or in another manner specified as contemplated by Section 301 for such



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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 5 Business Days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date,
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 (1) prior to
the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (2) pursuant to an election of the Company that is subject to a
condition specified in the terms of the Securities of the series to be redeemed, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or
condition.



     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 40 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 40 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.



     If any Security selected for partial redemption is converted in part before termination of the
conversion right with respect to the portion of the Security so selected, the converted portion of
such Security shall be deemed (so far as it may be) to be the portion selected for redemption.
Securities which have been converted during a selection of Securities to be redeemed shall be
treated by the Trustee as Outstanding for the purpose of such selection.



     The Trustee shall promptly notify the Company and each Security Registrar 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.



     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



56









 







be redeemed only in part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.



     SECTION 1104. Notice of Redemption.



     Notice of redemption shall be given in the manner provided in Section 106 not less than 30
days 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 identify the Securities to be redeemed (including CUSIP
numbers, if any) and 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,




     (6) for any Securities that by their terms may be converted, the terms of conversion,
the date on which the right to convert the Security to be redeemed will terminate and the
place or places where such Securities may be surrendered for conversion, and




     (7) that the redemption is for a sinking fund, if such is the case.



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company.



     SECTION 1105. Deposit of Redemption Price.



     Prior to 11:00 A.M., New York City time, on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date, other than any



57









 







Securities called for redemption on that date which have been converted prior to the date of
such deposit.



     If any Security called for redemption is converted, any money deposited with the Trustee or
with any Paying Agent or so segregated and held in trust for the redemption of such Security shall
(subject to any right of the Holder of such Security or any Predecessor Security to receive
interest as provided in the last paragraph of Section 307 or in the terms of such Security) be paid
to the Company upon Company Request or, if then held by the Company, shall be discharged from such
trust.



     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.



ARTICLE XII

SINKING FUNDS




     SECTION 1201. Applicability of Article.



     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of any series except as otherwise specified as contemplated by Section 301 for such
Securities.



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



     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
converted in accordance with their terms or which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all
or any part of any sinking fund payment with respect to any Securities of such series required to
be made pursuant to the terms of such Securities as and to the extent provided for by the terms of
such Securities; provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for such purpose by the
Trustee at the Redemption Price, as specified in the Securities so to be redeemed (or at such other
prices as may be specified for such Securities as contemplated in Section 301), for redemption
through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.



     SECTION 1203. Redemption of Securities for Sinking Fund.



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



ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE




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



     Unless otherwise designated pursuant to Section 301(15), the Securities of any series of
Securities shall be subject to defeasance or covenant defeasance pursuant to such Section 1302 or



59









 







1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon
compliance with the conditions set forth below in this Article. 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 so subject to defeasance or covenant defeasance. 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 obligations 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(1) 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 Section 1004 and any covenants provided pursuant to Section 301(18), 901(2),
901(6) or 901(7) for the benefit of the Holders of such Securities, and (2) the occurrence of any
event specified in Sections 501(4) (with respect to Section 1004, and any such covenants provided
pursuant to Section 301(18), 901(2), 901(6) or 901(7)) 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(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture and such Securities
shall be unaffected thereby.



60









 





     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) such other
obligations or arrangements as may be specified as contemplated by Section 301 with respect
to such Securities, or (D) 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.




     (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



61









 






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 Officers’ Certificate 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 (other than such an event
or Event of Default solely with respect to such Securities resulting from the borrowing of
funds to be applied to such deposit) shall have occurred and be continuing at the time of
such deposit.




     (6) 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.




     (7) The Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the Holders of
such Securities over the other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding creditors of the Company.




     (8) The Company shall have delivered to the Trustee an Officers’ 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 and U.S. Government Obligations so held in trust need not be
segregated from other funds except to the extent required by law.



62









 





     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 1302 or 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 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.



 






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



63









 





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



	 	 	 	 	 
	 	BAKER HUGHES INCORPORATED

 	 
	 	By:  	/s/ Peter A. Ragauss 	 
	 	 	Name:  	Peter A. Ragauss 	 
	 	 	Title:  	Senior Vice President and Chief Financial
Officer 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Marcella Burgess 	 
	 	 	Name:  	Marcella Burgess 	 
	 	 	Title:  	Vice President 	 



Signature Page to Indenture