EX-4.1 INDENTURE DATED AS OF JULY 31, 2006






Exhibit 4.1




ROYAL CARIBBEAN CRUISES LTD., as Issuer




and




THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee




 






INDENTURE




Dated as of July 31, 2006




 






Senior Securities





 









 








ROYAL CARIBBEAN CRUISES LTD.




Certain Sections of this Indenture relating to Sections 310

through 318, inclusive, of the Trust Indenture Act of 1939:




	 	 	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	§310(a)

	(1)	 	 	609	 
	(a)

	(2)	 	 	609	 
	(a)

	(3)	 	 	Not Applicable

	(a)

	(4)	 	 	Not Applicable

	(a)

	(5)	 	 	609	 
	(b)

	 	 	 	 	 	608, 610	 
	§311(a)

	 	 	 	 	 	610, 613	 
	(b)

	 	 	 	 	 	613	 
	(c)

	 	 	 	 	 	Not Applicable

	§312(a)

	 	 	 	 	 	701, 702(a)	 
	(b)

	 	 	 	 	 	702(b)	 
	(c)

	 	 	 	 	 	702(c)	 
	§313(a)

	 	 	 	 	 	703(a)	 
	(b)

	 	 	 	 	 	703(a)	 
	(c)

	 	 	 	 	 	703(a), 602	 
	(d)

	 	 	 	 	 	703(b)	 
	§314(a)

	 	 	 	 	 	704	 
	(a)

	(4)	 	 	101,1005	 
	(b)

	 	 	 	 	 	Not Applicable

	(c)

	(1)	 	 	102	 
	(c)

	(2)	 	 	102	 
	(c)

	(3)	 	 	Not Applicable

	(d)

	 	 	 	 	 	Not Applicable

	(e)

	 	 	 	 	 	102	 
	§315(a)

	 	 	 	 	 	601	 
	(b)

	 	 	 	 	 	602	 
	(c)

	 	 	 	 	 	601	 
	(d)

	 	 	 	 	 	601, 603	 
	(e)

	 	 	 	 	 	514	 
	§ 316(a)

	(last sentence)
	 	101	 
	(a)

	(1))(A)	 	 	502, 512	 
	(a)

	(1)(B)	 	 	513	 
	(a)

	(2)	 	 	Not Applicable







 









 






	 	 	 	 	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	 
	   (b)

	 	 	 	 	 	508	 
	   (c)

	 	 	 	 	 	104(c)	 
	§317(a)(1)

	 	 	 	 	 	503	 
	   (a)(2)

	 	 	 	 	 	504	 
	   (b)

	 	 	 	 	 	1003	 
	§318(a)

	 	 	 	 	 	107	 








 




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




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	PARTIES	 	 	1	 
	 
	 	 
	 	 	 	 	 	 
	RECITALS OF THE COMPANY	 	 	1	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE ONE
	 	 	 	 
	Definitions and Other Provisions of General Application
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 101. Definitions:	 	 	 
	 	 	Act	 	 	2	 
	 	 	Additional Amounts	 	 	2	 
	 	 	Affiliate	 	 	2	 
	 	 	Authenticating Agent	 	 	2	 
	 	 	Board of Directors	 	 	2	 
	 	 	Board Resolution	 	 	2	 
	 	 	Book-Entry Security	 	 	2	 
	 	 	Business Day	 	 	3	 
	 	 	Commission	 	 	3	 
	 	 	Common Stock	 	 	3	 
	 	 	Company	 	 	3	 
	 	 	Company Request or Company Order	 	 	3	 
	 	 	Corporate Trust Office	 	 	3	 
	 	 	Corporation	 	 	3	 
	 	 	Defaulted Interest	 	 	3	 
	 	 	Depositary	 	 	3	 
	 	 	Event of Default	 	 	4	 
	 	 	Exchange Act	 	 	4	 
	 	 	Holder	 	 	4	 
	 	 	Indenture	 	 	4	 
	 	 	Indexed Security	 	 	4	 
	 	 	Interest	 	 	4	 
	 	 	Interest Payment Date	 	 	4	 
	 	 	Maturity	 	 	4	 
	 	 	Officer	 	 	5	 
	 	 	Officers’ Certificate	 	 	5	 
	 	 	Opinion of Counsel	 	 	5	 
	 	 	Original Issue Discount Security	 	 	5	 
	 	 	Outstanding	 	 	5	 
	 	 	Paying Agent	 	 	6	 
	 	 	Person	 	 	6	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	Place of Payment	 	 	6	 
	 	 	Predecessor Security	 	 	7	 
	 	 	Preferred Stock	 	 	7	 
	 	 	Redemption Date	 	 	7	 
	 	 	Redemption Price	 	 	7	 
	 	 	Regular Record Date	 	 	7	 
	 	 	Responsible Officer	 	 	7	 
	 	 	Security	 	 	7	 
	 	 	Security Register and Security Registrar	 	 	8	 
	 	 	Special Record Date	 	 	8	 
	 	 	Stated Maturity	 	 	8	 
	 	 	Subsidiary	 	 	8	 
	 	 	Trustee	 	 	8	 
	 	 	Trust Indenture Act	 	 	8	 
	 	 	U.S. Government Obligations	 	 	8	 
	Section 102.	 	Compliance Certificates and Opinions	 	 	9	 
	Section 103.	 	Form of Documents Delivered to Trustee	 	 	9	 
	Section 104.	 	Acts of Holders; Record Dates	 	 	10	 
	Section 105.	 	Notices, Etc., to Trustee and Company	 	 	11	 
	Section 106.	 	Notice to Holders; Waiver	 	 	12	 
	Section 107.	 	Conflict with Trust Indenture Act	 	 	12	 
	Section 108.	 	Effect of Headings and Table of Contents	 	 	13	 
	Section 109.	 	Successors and Assigns	 	 	13	 
	Section 110.	 	Separability Clause	 	 	13	 
	Section 111.	 	Benefits of Indenture	 	 	13	 
	Section 112.	 	Governing Law	 	 	13	 
	Section 113.
	 	 

	 	Legal Holidays
	 	 	13	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	Security Forms
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 201.	 	Forms of Securities	 	 	14	 
	Section 202.	 	Form of Legend for Book-Entry Securities	 	 	14	 
	Section 203.	 	Form of Trustee’s Certificate of Authentication	 	 	15	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	 
	 	 	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	The Securities
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 301.	 	Amount Unlimited; Issuable in Series	 	 	15	 
	Section 302.	 	Denominations	 	 	18	 
	Section 303.	 	Execution, Authentication, Delivery and Dating	 	 	19	 
	Section 304.	 	Temporary Securities	 	 	21	 
	Section 305.	 	Registration, Registration of Transfer and Exchange	 	 	21	 
	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	23	 
	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	 	24	 
	Section 308.	 	Persons Deemed Owners	 	 	25	 
	Section 309.	 	Cancellation	 	 	26	 
	Section 310.	 	Computation of Interest	 	 	26	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	Satisfaction and Discharge
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 401.	 	Satisfaction and Discharge of Indenture	 	 	26	 
	Section 402.	 	Application of Trust Money	 	 	28	 
	Section 403.	 	Defeasance and Discharge of Securities of Any Series	 	 	29	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	Remedies
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	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	 	 	35	 
	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities	 	 	36	 
	Section 506.	 	Application of Money Collected	 	 	36	 
	Section 507.	 	Limitation on Suits	 	 	36	 






iii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	37	 
	Section 509.	 	Restoration of Rights and Remedies	 	 	38	 
	Section 510.	 	Rights and Remedies Cumulative	 	 	38	 
	Section 511.	 	Delay or Omission Not Waiver	 	 	38	 
	Section 512.	 	Control by Holders	 	 	38	 
	Section 513.	 	Waiver of Past Defaults	 	 	39	 
	Section 514.	 	Undertaking for Costs	 	 	39	 
	Section 515.	 	Waiver of Stay or Extension Laws	 	 	40	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	The Trustee
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 601.	 	Certain Duties and Responsibilities	 	 	40	 
	Section 602.	 	Notice of Defaults	 	 	40	 
	Section 603.	 	Certain Rights of Trustee	 	 	41	 
	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	 	 	43	 
	Section 605.	 	May Hold Securities	 	 	43	 
	Section 606.	 	Money Held in Trust	 	 	43	 
	Section 607.	 	Compensation and Reimbursement	 	 	44	 
	Section 608.	 	Disqualification; Conflicting Interests	 	 	45	 
	Section 609.	 	Corporate Trustee Required; Eligibility	 	 	45	 
	Section 610.	 	Resignation and Removal; Appointment of Successor	 	 	45	 
	Section 611.	 	Acceptance of Appointment by Successor	 	 	47	 
	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	 	 	48	 
	Section 613.	 	Preferential Collection of Claims Against Company	 	 	49	 
	Section 614.	 	Appointment of Authenticating Agent	 	 	49	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	Holders’ Lists and Reports by Trustee and Company
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	51	 
	Section 702.	 	Preservation of Information; Communications to Holders	 	 	51	 
	Section 703.	 	Reports by Trustee	 	 	52	 
	Section 704.	 	Reports by Company	 	 	52	 






iv









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	 
	 	 	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 801.	 	Company May Consolidate, Etc., Only on Certain Terms	 	 	52	 
	Section 802.	 	Rights and Duties of Successor Corporation	 	 	53	 
	Section 803.	 	Officers’ Certificate and Opinion of Counsel	 	 	53	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE NINE
	 	 	 	 
	Supplemental Indentures
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 901.	 	Supplemental Indentures Without Consent of Holders	 	 	54	 
	Section 902.	 	Supplemental Indentures with Consent of Holders	 	 	55	 
	Section 903.	 	Execution of Supplemental Indentures	 	 	56	 
	Section 904.	 	Effect of Supplemental Indentures	 	 	57	 
	Section 905.	 	Conformity with Trust Indenture Act	 	 	57	 
	Section 906.	 	Reference in Securities to Supplemental Indentures	 	 	57	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	Covenants
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 1001.	 	Payment of Principal, Premium and Interest	 	 	57	 
	Section 1002.	 	Maintenance of Office or Agency	 	 	58	 
	Section 1003.	 	Money for Securities Payments to Be Held in Trust	 	 	58	 
	Section 1004.	 	Defeasance of Certain Obligations	 	 	60	 
	Section 1005.	 	Statement as to Compliance	 	 	61	 
	Section 1006.	 	Waiver of Certain Covenants	 	 	62	 
	Section 1007.	 	Additional Amounts	 	 	62	 






v









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	 
	 	 	 	 	 	 
	ARTICLE ELEVEN
	 	 	 	 
	Redemption of Securities
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 1101.	 	Applicability of Article	 	 	64	 
	Section 1102.	 	Election to Redeem; Notice to Trustee	 	 	64	 
	Section 1103.	 	Selection by Trustee of Securities to Be Redeemed	 	 	64	 
	Section 1104.	 	Notice of Redemption	 	 	65	 
	Section 1105.	 	Deposit of Redemption Price	 	 	66	 
	Section 1106.	 	Securities Payable on Redemption Date	 	 	66	 
	Section 1107.	 	Securities Redeemed in Part	 	 	67	 
	Section 1108.	 	Right of Redemption	 	 	67	 
	 
	 	 
	 	 	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	Sinking Funds
	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	Section 1201.	 	Applicability of Article	 	 	68	 
	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	 	68	 
	Section 1203.	 	Redemption of Securities for Sinking Fund	 	 	69	 
	 
	 	 
	 	 	 	 	 	 
	TESTIMONIUM	 	 	69	 
	SIGNATURES AND SEALS	 	 	70	 
	ACKNOWLEDGMENTS	 	 	 	 







vi









 








     INDENTURE, dated as of July 31, 2006, between ROYAL CARIBBEAN CRUISES LTD., a Liberian
corporation (the “Company”), having its principal office at 1050 Caribbean Way, Miami, Florida
33132, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee hereunder (the “Trustee”) having
its Corporate Trust Office at 10161 Centurion Parkway, Jacksonville, FL 32256.



RECITALS OF THE COMPANY




     The Company deems it advisable to issue from time to time for its lawful purposes senior
Securities (hereinafter called the “Securities”) evidencing its unsecured and unsubordinated
indebtedness in one or more series as in this Indenture provided, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time to time of the
Securities, unlimited as to principal amount, to bear interest at the rates or formulas, to mature
at such times and to have such other provisions as shall be fixed as hereinafter 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 covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities or of series thereof, as follows:



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 101. Definitions.



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




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




     (b) 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;



 









 






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




     (d) 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




     (e) all references to dollars, $, U.S. dollars or United States dollars shall refer to the
lawful currency of the United States of America.



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



     “Additional Amounts” has the meaning specified in Section 1007.



     “Affiliate” means, with respect to any specified Person, (i) any other Person which, directly
or indirectly, is in control of, is controlled by or is under common control with such specified
Person or (ii) any other Person who is a director or officer (A) of such specified Person or (B) of
any subsidiary of such specified Person. For the purposes of this definition, “control” when used
with respect to any specified Person means the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person, whether by contract or otherwise; and the
terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Authenticating Agent” means any authenticating agent appointed by the Trustee pursuant to
Section 614.



     “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.



     “Book-Entry Security” means a Security bearing the legend specified in Section 202 evidencing
all or part of a series of Securities, authenticated and delivered to the



2









 





Depositary for such series or its nominee, and registered in the name of such Depositary or
nominee.


     “Business Day” when used with respect to any Place of Payment means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close.



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



     “Common Stock” means with respect to any Person, capital stock issued by such Person other
than Preferred Stock.



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



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by any one of its chief executive officer, its president, its chief financial officer
or any of its vice presidents (regardless of vice presidential designation).



     “Corporate Trust Office” means the office of the Trustee which, at any particular time, this
Indenture shall be administered, which office as of the date of this Indenture is the address of
the Trustee set forth in Section 105.



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



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



     “Depositary” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Book-Entry Securities, the Person designated as Depositary by
the Company pursuant to Section 301 which must be a clearing agency registered under the Exchange
Act, and if at any time there is more than one such Person, “Depositary” shall mean the Depositary
with respect to the Securities of that series.



3









 








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



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



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



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, and shall include the terms of particular series of Securities
established as contemplated by Section 301; provided, however, that, if at any time
more than one Person is acting as Trustee under this instrument, “Indenture” shall mean,
with respect to any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of those particular series of Securities for which such Person is
Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is Trustee, regardless of
when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.



     “Indexed Security” means a Security the terms of which provide that the principal amount
thereof payable at Stated Maturity may be more or less than the principal face amount thereof at
original issuance.



     “Interest” shall include Additional Amounts payable pursuant to Section 1007 and, when used
with respect to an Original Issue Discount Security which by its terms bears interest only after
Maturity, shall mean interest payable after Maturity.



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



     “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, notice of redemption or
otherwise.




4









 








     “Officer” means, with respect to the Company, its chief executive officer, its president, its
chief financial officer, any of its vice presidents (regardless of vice presidential designation),
its treasurer, any of its assistant treasurers, its secretary or any of its assistant secretaries.



     “Officers’ Certificate” means a certificate delivered to the Trustee and signed by (i) any one
of the Company’s chief executive officer, its president, its chief financial officer or any of its
vice presidents (regardless of vice presidential designation) and (ii) any other Officer of the
Company.



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



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



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




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




     (ii) Securities, or portions thereof, for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company)
in trust or set aside and segregated in trust by the Company (if the Company shall act as its own
Paying Agent) for the Holders of such Securities; provided, that if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision
therefor reasonably satisfactory to the Trustee has been made; and Securities, except to the extent
provided in Section 403, with respect to which the Company has effected defeasance as therein
provided;




     (iii) 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
reasonably satisfactory to it that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Company; and




5









 









     (iv) Securities converted into Common Stock or Preferred Stock pursuant to or in accordance
with this Indenture if the terms of such Securities provide for convertibility pursuant to Section
301;


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of a Security of any series
denominated in one or more foreign currencies, currency units or composite currencies that shall be
deemed Outstanding shall be the U.S. dollar equivalent, determined in the manner established as
contemplated by Section 301 with respect to the Securities of such series on the date of original
issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in (i) above) of such Security, (iii) the principal amount of any
Indexed Security of any series that may be counted in making such determination or calculation and
that shall be deemed outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise established as contemplated by Section
301 with respect to such Security, and (iv) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities
so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.




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



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



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




6









 








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



     “Preferred Stock” means, with respect to any Person, capital stock issued by such Person that
is entitled to a preference or priority over any other capital stock issued by such Person upon any
distribution of such Person’s assets, whether by dividend or upon liquidation.



     “Redemption Date”, when used with respect to any Security to be redeemed, in whole or in part,
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 for that purpose established as contemplated by Section 301.



     “Responsible Officer”, when used with respect to the Trustee, means any officer within the
Corporate Trust Department (or any successor department) including, without limitation, any vice
president (whether or not designated by a number or a word or words added before or after the title
“vice president”), any trust officer, any assistant secretary, the controller 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 to whom such matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.



     “Security” has the meaning stated in the first recital of this Indenture and, more
particularly, means any Security or Securities authenticated and delivered under this Indenture;
provided, however, that, if at any time there is more than one Person acting as
Trustee under this Indenture, “Securities” with respect to the Indenture as to which such Person is
Trustee shall have the meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.




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



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



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



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



     “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.



     “U.S. Government Obligations” means securities which are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations
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, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt; 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 depository receipt from any amount received by the custodian in respect of the




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U.S. Government Obligation or the specific payment of interest on or principal of the
U.S.
Government Obligation evidenced by such depository receipt.



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:




     (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.




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



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



Section 104. Acts of Holders; Record Dates.





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




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



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     (c) The Company may, but shall not be obligated to, in the circumstances permitted by the
Trust Indenture Act, fix any date not more than 60 days nor less than 5 days prior to the date of
any of the following actions as the record date for the purpose of determining the Holders of
Securities of any series entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be
given or taken by Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of such series made by any Person in respect of any
such action, or, in the case of any such vote, prior to such vote, the record date for any such
action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 701) prior to such first solicitation or vote, as the
case may be. With regard to any record date for action to be taken by the Holders of one or more
series of Securities, only the Holders of Securities of such series on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant action.




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




     (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every
Security issued upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company
in reliance thereon, whether or not notation of such action is made upon such Security.



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, including by facsimile transmission at
(904) 645-1921 or by e-mail at ckaye@bankofny.com (in each case provided the original document is
received subsequently), to or with the Trustee at its Corporate Trust Office, The Bank of New York
Trust Company, N.A., 10161 Centurion Parkway, Jacksonville, FL 32256, Attention: Corporate Trust
Department, or



11









 






     (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in
writing, including by facsimile transmission at (305) 539-6400 (provided that the original document
is received subsequently), to or with the Company at 1050 Caribbean Way, Miami, FL 33132, to the
Attention of the Treasurer with a copy to the Company’s General Counsel or at any other address
previously furnished in writing to the Trustee by the Company.



     The Company or the Trustee by written notice to the other may designate additional or
different addresses for subsequent notices or communications.



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 it shall be impracticable for any reason to give notice as contemplated herein, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.



Section 107. Conflict with Trust Indenture Act.




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




12









 








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



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.



Section 112. Governing Law.




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



Section 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment for such Security, then
notwithstanding any other provision of this Indenture or of the Security (other than a provision of
the Security established as contemplated by Section 301 and which specifically states that such
provision shall apply in lieu of this Section 113), payment of interest or principal (and premium,
if any) need not be made at such Place of
Payment on such date, but may be made on the next
succeeding Business Day at such Place of



13









 





Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date,
or at the Stated Maturity, and no interest shall accrue on such payment for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.


ARTICLE TWO




SECURITY FORMS




Section 201. Forms of Securities.




     The Securities of each series shall be in substantially the forms as shall be established by
or pursuant to Board Resolution or indentures supplemental hereto, shall have such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks
of identification or designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which the Securities may be listed, or to conform to
usage.



Section 202. Form of Legend for Book-Entry Securities.




     Any Book-Entry Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:




     “This Security is a Book-Entry Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a Depositary or a
successor depository. This Security is not exchangeable for Securities registered in the name of a
Person other than the Depositary or its nominee except in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary) may be registered except in the limited
circumstances described in the Indenture.”




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Section 203. Form of Trustee’s Certificate of Authentication.




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



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



	 	 	 	 	 
	 	THE BANK OF NEW YORK

TRUST COMPANY, N.A., as Trustee

 
 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE THREE




THE SECURITIES




Section 301. Amount Unlimited; Issuable in Series.





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



     The Securities may be issued in one or more series. There shall be established in or pursuant
to Board Resolution or indentures supplemental hereto, prior to the issuance of Securities of any
series (except as provided in the last paragraph of this Section 301),



     (1) the title of the Securities of the series (which shall distinguish the Securities of the
series from Securities of any other series);



     (2) the aggregate principal amount of the Securities and any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and delivered under
this Indenture (except for Securities authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Securities of 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), which limit, unless otherwise expressly
established, may be changed from time to time by or pursuant



15









 





to Board Resolution or indentures supplemental hereto without the consent of any Holders;




     (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, or the method by which such date or dates will be determined, on which
the principal of the Securities of the series is payable;



     (5) the rate or rates (which may be fixed or variable) at which the Securities of the series
shall bear interest, if any, or the method or methods by which such rate or rates shall be
determined, the date or dates from which such interest shall accrue or method by which such date or
dates shall be determined, the Interest Payment Dates on which any such interest shall be payable
and the Regular Record Date, if any, for any interest payable on any Interest Payment Date, or the
method by which such date shall be determined, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day months;



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



     (7) the period or periods within which, the price or prices at which, the currency or
currencies, currency unit or composite currency in which, and the other terms and conditions upon
which Securities of the series may be redeemed, in whole or in part, at the option of the Company;



     (8) the obligation, if any, of the Company to redeem, repay or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which, the currency or currencies,
currency unit or composite currency in which, and the other terms and conditions upon which
Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to
such obligation;



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



     (10) the application, if any, of Section 403 to the Securities of the series;



     (11) the application, if any, of Section 1004 to the Securities of the series;



16









 





     (12) the currency or currencies, currency unit or composite currency in which payment of the
principal of and any premium and interest on any Securities of the series shall be payable or
denominated if other than the currency of the United States of America and the manner of
determining the U.S. dollar equivalent thereof for purposes of the definition of “Outstanding” in
Section 101;



     (13) if the amount of payments of principal of or any premium or interest on any Securities of
the series may be determined with reference to an index, formula or other method (which index,
formula or method may be based, without limitation, on one or more currencies, currency units,
composite currencies, commodities, equity indices or other indices), the manner in which such
amounts shall be determined;



     (14) whether the Securities of the series shall be issued in whole or in part in the form of
one or more Book-Entry Securities and, in such case, the Depositary with respect to such Book-Entry
Security or Securities and the circumstances under which any such Book-Entry Security may be
registered for transfer or exchange, or authenticated and delivered, in the name of a Person other
than such Depositary or its nominee, if other than as set forth in Section 305;



     (15) if other than 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 a Holder thereof, in a currency or currencies,
currency unit or units or composite currency or currencies other than that in which such Securities
are denominated or stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made, and the time and manner of, and identity of the
exchange rate agent with responsibility for, determining the exchange rate between the currency or
currencies, currency unit or units or composite currency or currencies in which such Securities are
denominated or stated to be payable and the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are to be so payable;



     (16) if other than the entire principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502 or, if applicable, the portion of the principal amount of
Securities of the series that is convertible in accordance with the provisions of this Indenture,
or the method by which such portion shall be determined;



     (17) provisions, if any, granting special rights to the Holders of Securities of the series
upon the occurrence of such events as may be specified;



17









 





     (18) any deletions from, modifications of or additions to the Events of Default or covenants
of the Company with respect to Securities of the series, whether or not such Events of Default or
covenants are consistent with the Events of Default or covenants set forth herein;



     (19) whether and under what circumstances, if any, the Company will not pay Additional Amounts
as contemplated by Section 1007 on the Securities of the series to any Holder who is not a United
States person (including any modification to the definition of such term) in respect of any tax,
assessment or governmental charge and, if so, whether and under what circumstances, if any, the
Company will not have the option to redeem such Securities rather than pay such Additional Amounts
(and the terms of any such option);



     (20) the obligation, if any, of the Company to permit the conversion of the Securities of the
series into the Company’s Common Stock or Preferred Stock, as the case may be, and the terms and
conditions upon which such conversion shall be effected (including, without limitation, the initial
conversion price or rate, the conversion period, any adjustment of the applicable conversion price
and any requirements relative to the reservation of such shares for purposes of conversion); 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 established as contemplated by this Section 301 in respect of such
Securities. The Securities of any series need not be issued at the same time but may be issued from
time to time and the terms of any Security may be established prior to the issuance thereof but
after the issuance of other Securities of the same series.



Section 302. Denominations.




     The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be established as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.




18









 








Section 303. Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by any one of its chief executive
officer, its president, its chief financial officer or any of its vice presidents (regardless of
vice presidential designation), and its corporate seal shall be reproduced thereon. The signature
of any of these individuals on the Securities may be manual or facsimile.



     Securities bearing the manual or facsimile signature of any of the individuals listed above
who was at any time a proper officer of the Company shall bind the Company, notwithstanding that
such individual has ceased to hold such office prior to the authentication and delivery of such
Securities or did not hold such office at the date of such Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If all the Securities of any series are not to be issued at one time and if the
terms of such Securities established as contemplated by Section 301 so permit, such Company Order
may set forth procedures acceptable to the Trustee for the completion and authentication of such
Securities from time to time. In authenticating Securities of any series, 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,




     (i) the Board Resolution and each indenture supplemental hereto by or pursuant to which the
forms and terms of such Securities are established as contemplated by Sections 201 and 301;




     (ii) an Officers’ Certificate detailing the actions, if any, taken pursuant to the Board
Resolution or indentures supplemental hereto referred to in clause (i) above to establish the forms
or terms of such Securities and stating that all conditions precedent provided for in this
Indenture relating to the Trustee’s authentication of such Securities have been complied with; and




     (iii) an Opinion of Counsel to the effect that




(a) the forms and the terms of such Securities have been established in conformity with the
provisions of this Indenture,



19









 






(b) all conditions precedent provided for in this Indenture relating to the Trustee’s
authentication of such Securities have been complied with, and




(c) such Securities, when authenticated and delivered by the Trustee and issued by the Company in
the manner and subject to any conditions specified in such Opinion of Counsel, will constitute
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 to such other matters as such counsel may specify.



     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 Company Order, Board Resolution, indentures supplemental hereto, Officers’ Certificate
and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
time of authentication of each Security of such series if such documents (with such modifications
as may be appropriate) are delivered at or prior to the authentication upon original issuance of
the first Security of such series to be issued and reasonably contemplate such authentication of
each such Security.



     Each Security shall be dated the date of its authentication, unless otherwise established
therefor as contemplated by Section 301.



     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 and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Security to
the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.




20









 








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 of such Series.
Temporary Securities of any series shall be substantially in the form of definitive Securities of
such series but with such appropriate insertions, omissions, substitutions and other variations as
the officer executing such
Securities may determine, as evidenced by such officer’s execution of such Securities. In the case
of Securities of any series, such temporary Securities may be in global form.



     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 a like
aggregate principal amount and tenor. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series and tenor.



Section 305. Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency of the Company in a Place
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. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as
herein provided.



     Upon surrender for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for Securities of 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 a like
aggregate principal amount and tenor.




21









 








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



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



     Every Security presented or surrendered for registration of transfer or for exchange or
redemption 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.



     Neither the Company nor the Trustee shall be required (i) to issue, register the transfer of
or exchange Securities of any series, if such Security may be among those selected for redemption,
during a period beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Securities of that series selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.



     Notwithstanding the foregoing, no Book-Entry Security shall be registered for transfer or
exchange, or authenticated and delivered, whether pursuant to this Section, Sections 304, 306, 906
or 1107 or otherwise, in the name of a Person other than the Depositary for such Book-Entry
Security or its nominee until (i) the Depositary with respect to a Book-Entry Security notifies the
Company that it is unwilling or unable to continue as Depositary for such Book-Entry Security or
the Depositary ceases to be a clearing agency registered under the Exchange Act and the Company
fails within 90 days thereafter to appoint a successor, (ii) the Company executes and delivers to
the Trustee a Company Order that such Book-Entry Security shall be so transferable and exchangeable



22









 





or (iii) there shall have occurred and be continuing an Event of Default with respect to the
Securities of such series. Upon the occurrence in respect of any Book-Entry Security of any series
of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding
sentence or such other conditions as may be established as contemplated by Section 301 for
Securities of such series, such Book-Entry Security may be registered for transfer or exchange for
Securities registered in the names of, or authenticated and delivered to, such Persons as the
Depositary with respect to such series shall direct.




     Except as provided in the preceding paragraph, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security, whether
pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall also be a Book-Entry
Security and bear the legend specified in Section 202.



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




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



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding. The Company may charge
such Holder for its expenses and the expenses of the Trustee (including without limitation
attorneys’ fees and expenses) in replacing a Security.



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



     Upon the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation
thereto and
any other expenses (including, without limitation, the fees and expenses of the Trustee and its
attorneys’ fees and expenses) connected therewith.



23









 







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



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



Section 307. Payment of Interest; Interest Rights Preserved.




     Except as otherwise established as contemplated by Section 301 with respect to Securities of
any 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 at the office or agency of the Company maintained for such purpose pursuant to
Section 1002; provided, however, that each installment of interest on any Security
may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon
the written order of the Person entitled thereto pursuant to Section 308, to the address of such
Person as it appears on the Security Register or (ii) wire transfer to an account maintained by the
payee located inside the United States.



     Except as otherwise established as contemplated by Section 301 with respect to Securities of
any series, any interest on any Security 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 paragraph (1) or (2) below:




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the 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 Security and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an



24









 







amount of money in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities are payable (except as otherwise established as contemplated by
Section 301 in respect of such Securities) 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 provided in this clause.
Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
which shall not be more than 15 days and not less than 10 days
prior to the date of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of such Securities at his address as it appears in the
Security Register, 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 pay any Defaulted Interest on the Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities exchange on which such
Securities may be listed, and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.



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



Section 308. Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Section 307) any interest on such Security and for all other purposes
whatsoever, whether or not such



25









 





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, repayment at the option of the Holder,
registration of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee 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.



Section 310. Computation of Interest.




     Except as otherwise established as contemplated by Section 301 in respect of 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.



ARTICLE FOUR




SATISFACTION AND DISCHARGE




Section 401. Satisfaction and Discharge of Indenture.




     This Indenture shall upon Company Request cease to be of further effect with respect to
Securities of any series specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided for and any right to
receive Additional Amounts not then known as provided in Section 1007), and the Trustee, upon
receipt of Company Order, and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series, when




26









 









     (1) either




(A) all Securities of such series theretofore authenticated and delivered (other than (i)
Securities of such series which have been destroyed, lost or stolen and which have been replaced or
paid as provided in Section 306 and (ii) Securities of such series 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 Securities of such series 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) if, redeemable at the option of the Company, 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 irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose (x) an amount in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities are payable, or (y) with respect to
Securities of any series denominated only in United States dollars, U.S. Government Obligations
which through the payment of interest and principal in respect thereof in accordance with their
terms will provide not later than the opening of business on the due date of any payment referred
to in clause (i), (ii) or (iii) of subparagraph (B) money in an amount, or (z) a combination
thereof with respect to Securities of any series denominated only in United States dollars,
sufficient, without consideration of any reinvestment of such principal and interest, 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 (i) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and interest (and any
Additional Amounts then known with respect thereto) on such



27









 






Outstanding Securities of that series on each applicable Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities;



     (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company
in respect of 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 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 pursuant to this Section 401, the obligations of the Company to the Trustee under
Section 607, the obligations of the Company to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003,
in each case with respect to such Securities, shall survive.



Section 402. Application of Trust Money.





     (a) Subject to the provisions of the last paragraph of Section 1003, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 401, 403 or 1004 and all
money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee
pursuant to Section 401, 403 or 1004, shall be held in trust and applied by it, in accordance with
the provisions of the Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section 403 or 1004.




     (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 401, 403
or 1004 or the interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.



28









 






     (c) 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 401, 403 or 1004 which, in
the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which such money or U.S.
Government Obligations were deposited or received.



Section 403. Defeasance and Discharge of Securities of Any Series.




     If this Section 403 is established, as contemplated by Section 301 to be applicable to
Securities of any series, then notwithstanding Section 401, (a) the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Outstanding Securities of that series other
than the obligation to pay Additional Amounts in excess of amounts deposited pursuant to Section
401 of this Indenture, (b) the provisions of this Indenture as it relates to such Outstanding
Securities (except as to the rights of Holders of Securities to receive, from the trust funds
described in subparagraph (1) below, payment of the principal of (and premium, if any) and any
installment of principal of (and premium, if any) or interest and Additional Amounts, if any, then
known on such Securities on each Stated Maturity of such principal or installment of principal or
interest or any mandatory sinking fund payments or analogous payments applicable to the Securities
of that series on the day on which such payments are due and payable in accordance with the terms
of the Indenture and of such Securities, the Company’s obligations with respect to such Securities
under Sections 305, 306, 1002 and 1003 and the rights, powers, trusts, duties and immunities of the
Trustee hereunder) shall no longer be in effect, and (c) the Trustee, at the expense of the
Company, shall upon Company Request, execute proper instruments acknowledging the same,
provided that the following conditions shall have been satisfied:




     (1) the Company shall have deposited or caused to be deposited with the Trustee (or another
trustee satisfying the requirements of Section 609), irrevocably (irrespective of whether the
conditions in subparagraphs (2), (3), (4), (5) and (6) below have been satisfied, but subject to
the provisions of Section 402(c) and the last paragraph of Section 1003), as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, with reference to this Section 403, (A) an amount in the currency or
currencies, currency unit or units or composite currency or currencies in which such Securities are
payable, or (B) with respect to Securities of any series denominated only in United States dollars,
U.S. Government Obligations which through the payment of interest and principal in respect thereof
in accordance with



29









 






their terms will provide not later than the opening of business on the due date of any payment
referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or (C) a combination
thereof with respect to Securities of any series denominated only in United States dollars,
sufficient, without consideration of any reinvestment of such principal and interest, 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 (i) the principal of (and
premium, if any) and each installment of principal (and premium, if any) and interest on such
Outstanding Securities of that series on each applicable Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities;




     (2) such deposit will not result in a breach or violation of, or constitute a default under,
this Indenture or any other material agreement or instrument to which the Company is a party or by
which it is bound;




     (3) no Event of Default or event which with the giving of notice or lapse of time, or both,
would become an Event of Default with respect to the Securities of that series shall have occurred
and be continuing on the date of such deposit and no Event of Default under Section 501(6) or
Section 501(7) or event which with the giving of notice or lapse of time or both, would become an
Event of Default under Section 501(6) or Section 501(7) shall have occurred and be continuing on
the 121st day after such date;




     (4) the Company shall have delivered to the Trustee either (A) an Opinion of Counsel stating
that (x) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (y) since the date first set forth hereinabove, there has been a change in the
applicable United States federal income tax law or the judicial interpretation thereof, in either
case (x) or (y) to the effect that, and based
thereon such opinion shall confirm that Holders of the Securities of that series will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to United States federal income tax on the same amount and in the
same manner and at the same times, as would have been the case if such deposit, defeasance and
discharge had not occurred, or (B) a ruling directed to the Trustee received from the Internal
Revenue Service to the same effect as the aforementioned Opinion of Counsel;


     (5) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the
effect that Holders of the Outstanding Securities of that



30









 






series will not recognize income, gain or loss for Liberian income tax or other tax purposes as a
result of such defeasance and will be subject to Liberian income tax and other tax on the same
amount, in the same manner and at the same times as would have been the case if such defeasance had
not occurred; and




     (6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the defeasance and
discharge of the entire indebtedness on all Outstanding Securities of any such series as
contemplated by this Section have been complied with.



     Notwithstanding any other provisions of this Section, such defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations which may be
established as contemplated by Section 301 in respect of the Securities of that series. Opinions
required to be delivered under this Section may have qualifications customary for opinions of the
type required.



ARTICLE FIVE




REMEDIES




Section 501. Events of Default.




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




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




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



31









 






     (4) default in the performance or breach of any covenant or warranty of the Company in this
Indenture (other than any such default or breach which is elsewhere in this Section specifically
dealt with or which is expressly not applicable to Securities of that series), and continuance of
such default or breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of 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) failure to pay when due any payment of principal or interest on, or the acceleration of,
indebtedness for money borrowed by the Company aggregating in excess of $50 million under any
mortgages, indentures (including this Indenture) or instruments under which the Company may have
issued, or which there may have been secured or evidenced, any indebtedness for money borrowed by
the Company, if such indebtedness is not discharged or such acceleration is not annulled within 30
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 Securities
of that series, a written notice specifying such default and stating that such notice is a “Notice
of Default” hereunder;




     (6) 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
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 law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of 60 consecutive days;




     (7) the commencement by the Company of a voluntary case or proceeding under any applicable
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
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



32









 






under any applicable law, or the consent by it to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or of any substantial part of its property, or the making by
it of an assignment for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of corporate action by the
Company in furtherance of any such action; or




     (8) any other Event of Default established as contemplated by Section 301 with respect to
Securities of that series.



Section 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case, except for any series of Securities the principal of
which shall have already become due and payable, 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 (or, if any of the
Securities of that series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount of such Securities as may be specified in the terms thereof) of all
of the Securities of that series to be immediately due and payable 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.



     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 in the currency
or currencies, currency unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise established as contemplated by Section 301 in
respect of Securities of that series);




(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



33









 





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 amounts owing the Trustee pursuant to Section 607 in respect of Securities of that series;
and




     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal and premium, if any, of Securities of that series which have become
due solely by such declaration of acceleration, have been cured or waived as provided in Section
513.



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



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




     The Company covenants that if




     (1) default is made in the payment of any interest on or Additional Amounts payable in respect
of any Security when such interest or Additional Amount becomes due and payable and such default
continues for a period of 30 days, or




     (2) default is made in the payment of the principal of (or premium, if any, on) any Security
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 amounts due the Trustee pursuant to Section 607 in
respect of such Securities.



     If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company



34









 




or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.



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



Section 504. Trustee May File Proofs of Claim.



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




     (1) to file and prove a claim for the whole amount, or such lesser amount as may be provided
for in the Securities of any series, of principal, and premium, if any, and interest owing and
unpaid in respect of such Securities and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee pursuant to Section 607 and of the Holders
allowed in such judicial proceeding, and




     (2) 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, sequentrator (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 the Trustee any amount due it pursuant to Section 607.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization,



35









 




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.



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 amounts due the Trustee pursuant to Section 607, 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 and any Additional Amounts payable 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 and Additional Amounts, respectively; and



     THIRD: To the payment of the remainder, if any, to the Company or any other person lawfully
entitled thereto.



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




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     (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 reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request;




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




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


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




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




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




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



Section 511. Delay or Omission Not Waiver.




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



Section 512. Control by Holders.




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




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



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



Section 513. Waiver of Past Defaults.




     The Holders of 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 Nine 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.



Section 514. Undertaking for Costs.




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



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Section 515. Waiver of Stay or Extension Laws.




     The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in
force, which would prohibit or forgive the Company from paying all or any portion of the principal
of, premium, if any, or interest or Additional Amounts with respect to the Securities contemplated
herein or in the Securities or which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.



ARTICLE SIX




THE TRUSTEE




Section 601. Certain Duties and Responsibilities.




     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act
and this Indenture. Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if
it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting the liability of
or affording protection to the Trustee shall be subject to the provisions of this Section.



Section 602. Notice of Defaults.




     Within 60 days after the occurrence of any default hereunder with respect to the Securities of
any series, the Trustee shall transmit to all Holders of Securities of such series, in the manner
and to the extent provided in Trust Indenture Act Section 313(c), notice of such default hereunder,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of




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(or premium, if any) or interest on any Security of such series, or in the payment of any sinking
fund installment with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive committee or a
committee of Responsible Officers of the Trustee in good faith determine that the withholding of
such notice is in the interests of the Holders of the Securities of such series. 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 the Securities of such series. Subject to Trust
Indenture Act Section 315(b), the Trustee shall not be deemed to have, or be required to take,
notice of (a) any default or Event of Default (other than a default described in paragraph (1),
(2), or (3) of Section 501) or (b) the Company’s obligation to pay any Additional Amounts
to any Holders except upon (A) written notification from the Company or (B) written notification
from a Holder and, in the absence of such notice, the Trustee may conclusively presume that there
is no default or Event of Default except as aforesaid and that no Additional Amounts are to be
paid. Subject to Section 601 of this Indenture, such notification shall not be deemed to include
receipt of information obtained in any report or other documents furnished under Section 704 of
this Indenture, which reports and documents the Trustee shall have no duty to examine.




Section 603. Certain Rights of Trustee.




     Subject to the provisions of Section 601:




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




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




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




     (d) the Trustee may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in



41









 





respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon;



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




     (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, 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;




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




     (h) the Trustee shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion, rights or powers conferred upon it by
this Indenture other than any liabilities arising out of the negligence of the Trustee;




     (i) 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;




     (j) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and certificates of opinions furnished to it 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;




     (k) 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;



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     (l) 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, 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




     (m) no provision of this Indenture shall require the Trustee to determine the maximum interest
rate permissible under applicable law.



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




     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities or any
prospectus prepared in connection with the offering of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements made by it in a Statement
of Eligibility and Qualification on Form T-1 supplied to the Company are true and accurate subject
to the qualifications set forth therein. The Trustee or any Authenticating Agent 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 with the Company.




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Section 607. Compensation and Reimbursement.




     The Company agrees





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




     (2) except as otherwise expressly provided herein, to reimburse the Trustee and each
predecessor Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by or on behalf of it in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses and disbursements of its agents and counsel
and the reasonable fees of in-house counsel in the regular employ of the Trustee which are
allocable to this trust and the expenses and disbursements of such counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and




     (3) to indemnify the Trustee and each predecessor Trustee and the officers, directors,
employees and agents of the Trustee or any such predecessor Trustee (the Trustee, each predecessor
Trustee and such officers, directors, employees and agents being hereinafter referred to in this
Section collectively as the “Indemnified Parties” and individually as an “Indemnified Party”) for,
and to hold each Indemnified Party harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder; provided that any Indemnified Party shall promptly notify the
Company of the commencement of any action, or proceeding for which it intends to seek indemnity
hereunder. The Indemnified Party shall permit the Company to conduct the defense of any action or
proceeding for which it seeks indemnity hereunder on behalf of the Indemnified Party; provided, in
the event the Indemnified Party is advised by legal counsel (which shall be reasonably acceptable
to the Company) that such Indemnified Party has interests or defenses that are in conflict with
those of the Company in connection with any action or proceeding, the Indemnified Party shall be
entitled to retain its own legal counsel and conduct its own defense in connection with such action
or proceeding and the Company shall pay all of the costs and expenses associated therewith
(including, without limitation, reasonable legal fees and expenses). Anything herein to the
contrary notwithstanding, the



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Indemnified Party shall not compromise or settle any action, suit or proceeding for which it
intends to seek indemnity hereunder without the prior approval of the Company.



     The Company’s payment obligations pursuant to this Section 607 shall survive the discharge of
this Indenture. When the Trustee incurs expenses after the occurrence of an Event of Default
specified in Section 501(6) or (7), the expenses are intended to constitute expenses of
administration under any bankruptcy law.



Section 608. Disqualification; 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.



Section 609. Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of federal, state, territorial or District of Columbia supervising or
examining authority, then for the purposes of this Section, 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 shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.



Section 610. Resignation and Removal; Appointment of Successor.





     (a) 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.




     (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been



45









 





delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.



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




     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request therefor by the
Company or by any Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after
written request therefor by the Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or




     (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent
or a receiver of the Trustee or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, (i) the Company by or pursuant to Board
Resolution may remove the Trustee with respect to all Securities or the Securities of any series,
or (ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security of any
series 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 of such series and the appointment of a successor Trustee or Trustees with respect
thereto.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Company Request or Company Order, shall promptly appoint a
successor Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities of one
or more or all of such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable requirements of
Section 611. If, within one year after such resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series delivered to the Company and the retiring



46









 







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.




     (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series to all Holders of Securities of such series in the manner provided in
Section 106. Each notice of such appointment shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust Office. Notices of
resignation, removal and appointment may be combined into a single notice.



Section 611. Acceptance of Appointment by Successor.





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




     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor



47









 







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




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




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



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



48









 





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 one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by Federal or State authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to the requirements of
said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the effect specified in
this Section.



     Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an



49









 




Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall
be otherwise eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.



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



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



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



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



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A., As Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 





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ARTICLE SEVEN




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



     (a) semi-annually, not later than 15 days after each Regular Record Date for Securities of
each series at the time Outstanding, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of such Regular Record Date (or a date to be established
as contemplated by Section 301 for Original Issue Discount Securities) and



     (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content 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.




     (a) 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.



     (b) The rights of the 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.



     (c) 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, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under the Trust Indenture Act.



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Section 703. Reports by Trustee.





     (a) Within 60 days after each May 15, beginning with May 15, 2007, the Trustee shall transmit
to the Holders such reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to Trust Indenture Act Section 313(a) in the manner provided pursuant thereto,
and such other reports as may be required under such Act in the manner and at the times provided
pursuant thereto.




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



Section 704. Reports by 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.



ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




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




     The Company may consolidate with or merge with or into, or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, and may permit any Person to
consolidate with or merge with or into, or convey, transfer or lease its properties and assets
substantially as an entirety, provided that (1) immediately after giving effect to such transaction
and treating any indebtedness which becomes an obligation of the Company as a result thereof as
having been incurred by the Company at the time of such transaction, no Event of Default, and no
event which, after notice or the lapse of time, or both, would become an Event of Default, shall
have occurred and be




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continuing and (2) either the Company shall be the continuing corporation, or the successor Person
(if other than the Company) shall be a corporation, trust or partnership organized under the laws
of the United States, any state thereof, the District of Columbia, the Republic of Liberia or any
country recognized by the United States and such successor Person shall expressly assume the due
and punctual payment of the principal of and any premium and interest (including all Additional
Amounts, if any, payable pursuant to Section 1007) on all of the Securities, according to their
tenor, and the due and punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed by the Company by supplemental indenture, complying with Article
Nine hereof, satisfactory to the Trustee, executed and delivered to the Trustee by such Person.




Section 802. Rights and Duties of Successor Corporation.




     In case of any such consolidation, merger, transfer, lease or conveyance and upon any such
assumption by the successor Person, such successor Person shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party of the first part,
and the predecessor Person, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor Person thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor Person, instead of the Company, and
subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have been signed and
delivered by an officer of the Company to the Trustee for authentication, and any Securities which
such successor Person thereafter shall cause to be signed and delivered to the Trustee for that
purpose. All the Securities so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Securities had been issued at the date of the
execution hereof.



     In case of any such consolidation, merger, sale, lease or conveyance, such changes in
phraseology and form (but not in substance) may be made in the Securities thereafter to be issued
as may be appropriate.



Section 803. Officers’ Certificate and Opinion of Counsel.




     Any consolidation, merger, conveyance, transfer or lease permitted under Section 801 is also
subject to the condition that the Trustee receive an Officers’ Certificate and an



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Opinion of Counsel to the effect that any such consolidation, merger, conveyance, transfer or lease
and the assumption by any successor Person, complies with the provisions of this Article and that
all conditions precedent herein provided for relating to such transaction have been complied with.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




Section 901. Supplemental Indentures Without Consent of Holders.




     Without notice to or the consent of any Holders, the Company 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 the Securities of
all or any series (and if such covenants are to be for the benefit of the Securities of less than
all series, stating that such covenants are expressly being included solely for the benefit of the
Securities of such series) or to surrender any right or power herein conferred upon the Company; or




     (3) to add any additional Events of Default; 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 (i)
shall neither (A) apply to any Security of any series created prior to the execution of such
supplemental indenture and entitled to the



54









 





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



     (6) to establish the forms or terms of Securities of any series as contemplated by Sections
201 and 301, including the provisions and procedures relating to Securities convertible into Common
Stock or Preferred Stock, as the case may be; or




     (7) 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; or




     (8) to secure the Securities; or




     (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of the Securities of any series pursuant to
this Indenture; provided that any such action shall not adversely affect the interests of
the Holders of Securities of such series or any other series of Securities in any material respect;
or




     (10) to cure any ambiguity, to correct or supplement any provision herein which may be
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.



Section 902. Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company 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,




55









 









     (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 Additional Amounts payable in respect thereof or any premium payable upon the redemption
thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502,
or change any Place of Payment where, or the currency or currencies, currency unit or units or
composite currency or currencies 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
adversely affect the conversion provisions, if any, applicable thereto, or




     (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this Indenture, or




     (3) modify any of the provisions of this Section, 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.



     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 the Securities of one or more
particular series, or which modifies the rights of the Holders of Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.



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



Section 903. Execution of Supplemental Indentures.




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



56









 






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.



     It shall not be necessary under this Indenture that any supplemental indenture bear a seal of
a notary.



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, as then in effect at the time of execution thereof.



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.



ARTICLE TEN




COVENANTS




Section 1001. Payment of Principal, Premium and Interest.





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     The Company covenants and agrees for the benefit of the Securities of each series 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 of that series and this Indenture.



Section 1002. Maintenance of Office or Agency.




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



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



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




     If the Company shall at any time act as its own Paying Agent with respect to the Securities of
any series, 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 in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series) sufficient to pay the principal and any
premium and interest so becoming due until



58









 





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 the Securities of any series, it
will, prior to each due date of the principal of or any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum (in the currency or currencies, currency unit or
units or composite currency or currencies described in the preceding paragraph) 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 the Securities of any series, 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 (i) comply
with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) 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, and upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities of that series.



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



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published once, in the New
York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified



59









 





therein, which shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.




Section 1004. Defeasance of Certain Obligations.




     To the extent that this Section 1004 is established as contemplated by Section 301 to be
applicable to Securities of any series or any covenant applicable thereto (other than Section
1007), (i) the Company may omit to comply with any term, provision or condition of covenants
established as contemplated by Section 301 and to which this Section 1004 is so established as
applicable (other than Section 1007), and (ii) such omission shall be deemed not to be an Event of
Default pursuant to Section 501(4), in each case with respect to the Securities of that series,
provided that the following conditions have been satisfied:




     (1) the Company has deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 609) irrevocably (irrespective of whether the conditions in
subparagraphs (2), (3), (4), (5), (6) and (7) below have been satisfied, but subject to the
provisions of Section 402(c) and the last paragraph of Section 1003), as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, with reference to this Section 1004, (A) an amount in such currency or
currencies, currency unit or units or composite currency or currencies in which such Securities are
then payable, or (B) with respect to Securities of any series denominated only in United States
dollars, U.S. Government Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than the opening of business on the
due date of any payment referred to in clause (i) or (ii) of this subparagraph (1) money in an
amount, or (C) a combination thereof with respect to Securities of any series denominated only in
United States dollars, sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the Trustee, to pay and
discharge (i) the principal (and premium, if any) and each installment of principal (and premium,
if any) and interest on such Outstanding Securities on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund payments or analogous
payments applicable to Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities;



60









 






     (2) such deposit will not result in a breach or violation of, or constitute a default under,
this Indenture or any other material agreement or instrument to which the Company is a party or by
which it is bound;




     (3) no Event of Default or event which with the giving of notice or lapse of time, or both,
would become an Event of Default with respect to the Securities of that series shall have occurred
and be continuing on the date of such deposit and no Event of Default under Section 501(6) or
Section 501(7) or event which with
the giving of notice or lapse of time, or both, would become an Event of Default under Section
501(6) or Section 501(7) shall have occurred and be continuing on the 121st day after such date;




     (4) the Company shall have delivered to the Trustee an Opinion of Liberian Counsel to the
effect that Holders of the Outstanding Securities will not recognize income, gain or loss for
Liberian income tax or other tax purposes as a result of such defeasance or covenant defeasance, as
applicable, and will be subject to Liberian income tax and other tax on the same amount, in the
same manner and at the same times as would have been the case if such defeasance or covenant
defeasance, as applicable, had not occurred;




     (5) the Company has delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Securities of such series will not recognize income, gain or loss for United States federal
income tax purposes as a result of such deposit and defeasance of certain obligations and will be
subject to United States federal income tax on the same amount and in the same manner and at the
same times, as would have been the case if such deposit and defeasance had not occurred; and




     (6) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the defeasance as
contemplated by this Section have been complied with.



     Opinions required to be delivered under this Section may have qualifications customary for
opinions of the types required.



Section 1005. Statement as to Compliance.




     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 compliance





61









 








with all conditions and covenants of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder). Such certificate shall contain a certification from the
principal executive officer, principal financial officer or principal accounting officer of the
Company as to his or her knowledge of the Company’s compliance with all conditions and covenants
under this Indenture (without regard to any period of grace or requirement of notice provided
hereunder). Such Officers’ Certificate need not comply with Section 102 of this Indenture.



Section 1006. Waiver of Certain Covenants.




     The Company may omit in any particular instance to comply with any term, provision or
condition of the covenants established as contemplated by Section 301 with respect to the
Securities of any series, except to the extent the terms of such Securities established as
contemplated by Section 301 make this Section 1006 inapplicable to any such term, provision or
condition of any such covenant if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such term, provision or
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.



Section 1007. Additional Amounts.




     This Section 1007 applies to the Securities of all series except to the extent, if any,
otherwise expressly established as contemplated by Section 301 with respect to the Securities of
any series.



     All payments made by the Company with respect to the Securities will be made free and clear of
and without withholding or deduction for or on account of any present or future tax, duty, levy,
impost, assessment, or other governmental charge imposed or levied by or on behalf of the
government of the jurisdiction of organization of the Company or by any authority or agency therein
having power to tax (hereinafter “Taxes”), unless the Company is required to withhold or deduct
Taxes by law or by the interpretation or administration thereof. If the Company is so required to
withhold or deduct any amount from, for or on account of Taxes from any payment made under or with
respect to the Securities, the Company will pay such additional amounts (the “Additional Amounts”)
as may be necessary so that the net payment received by each




62









 







holder of the Securities (including Additional Amounts) after such withholding or deduction will
not be less than the amount the holder of the Securities would have received if such Taxes had not
been withheld or deducted; provided, that no Additional Amounts will be payable with
respect to a payment made to a holder of the Securities which is subject to such Taxes by reason of
its being connected with the government of the jurisdiction of organization of the Company or
territory thereof otherwise than by the mere holding of the Securities or the receipt of payments
thereunder (referred to herein as an “Excluded Holder”); provided, further, that no
Additional Amounts will be payable with respect to a payment made to a Holder of Securities, if the
Company would not be required to withhold or deduct any amount from or on account of taxes from any
payment made to such Holder, if such Holder filed a form with the relevant government with no other
consequence to such Holder. The Company will also (1) make such withholding or deduction and (2)
remit the full amount deducted or withheld to the relevant authority in accordance with applicable
law. The Company will furnish the Holders of the Securities, within 30 days after the date the
payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing
such payment by the Company. The Company will indemnify and hold harmless each Holder of the
Securities and upon written request reimburse each Holder for the amount of any (i) Taxes levied or
imposed and paid by such Holder of the Securities as a result of payments made with respect to the
Securities (other than an Excluded Holder), (ii) liability (including penalties, interest and
expenses) arising therefrom or with respect thereto, and (iii) Taxes imposed with respect to any
reimbursement pursuant to this covenant.




     At least 30 days prior to each date on which any payment under or with respect to the
Securities is due and payable, if the Company will be obligated to pay Additional Amounts with
respect to such payments, the Company will deliver to the Trustee an Officers’ Certificate stating
the fact that such Additional Amounts will be payable, the amounts so payable and will set forth
such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of
the Securities on the payment date. Notwithstanding anything to the contrary contained in this
Indenture, the Company will pay all Additional Amounts as such Additional Amounts become known to
the Company.



     Whenever in the Indenture or any Security there is mentioned, in any context, the payment of
the principal, premium, if any, or interest in respect of such Security or overdue principal or
overdue interest, such mention shall be deemed to include mention of the payment of Additional
Amounts provided for in this Section to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to the provisions of this Section and express
mention thereof in any provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made (if applicable).



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     The obligations of the Company under this Section 1007 shall survive the termination of the
Indenture and the payment of all amounts under or with respect to the Securities.



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 1101. Applicability of Article.




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



Section 1102. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or by action taken pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall, at least 45 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the
case of any redemption of Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction.



Section 1103. Selection by Trustee of Securities to Be Redeemed.




     If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not less than 30 nor more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to




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the minimum authorized denomination for Securities of that series or any integral multiple thereof)
of the principal amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series. If less than all of the Securities of such
series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall
be selected not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.



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



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



Section 1104. Notice of Redemption.




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



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




     (3) if less than all the Outstanding Securities of any series are to be redeemed, the
identification (and, in the case of partial redemption of any Securities, the principal amounts) of
the particular Securities to be redeemed,




     (4) in the case of a Security to be redeemed in part, the principal amount of such Security to
be redeemed and that after the Redemption Date upon surrender of such Security, new Security or
Securities in the aggregate principal amount equal to the unredeemed portion thereof will be
issued,



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     (5) 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,




     (6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price,




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




     (8) the CUSIP number, if any, relating to the Securities.



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



Section 1105. Deposit of Redemption Price.




     On or before 10:00 a.m. New York City time on any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which the Securities of
such series are payable (except as otherwise specified pursuant to Section 301 for the Securities
of such series) 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.



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 in the
currency or currencies, currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series), 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, except as otherwise provided with
respect to Securities convertible into Common Stock or Preferred Stock and unless otherwise




66









 







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




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



Section 1107. Securities Redeemed in Part.




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



Section 1108. Right of Redemption.




     This Section 1108 applies to the Securities of all series except to the extent, if any,
otherwise expressly established as contemplated by Section 301 with respect to the Securities of
any series.



     If as a result of any change in, or amendment to, (i) the laws (including any regulations
promulgated thereunder) of Liberia (or any political subdivision or taxing authority thereof or
therein) or (ii) the laws (including any regulations promulgated thereunder) of any jurisdiction in
which the Company is organized (or any political subdivision or taxing authority thereof or
therein), it is determined by the Company based upon an Opinion of Counsel that as a result of any
change in, or amendment to, any official position regarding the application or interpretation of
such laws or regulations, which change or amendment is announced or becomes effective on or after
the date of this Indenture, the Company would be required to pay an Additional Amount in accordance
with Section 1007 hereof, then the Company may, at its option, on giving not less than 30 days’ nor
more than 60 days’ notice (which shall be irrevocable) redeem the Securities in whole, but not in
part, at any time at a redemption price equal to 100% of the principal amount
plus accrued interest to the date fixed for redemption provided that (a) no notice of redemption
may be given more than 90 days prior to the earliest date on




67









 








which the Company would be obligated to pay Additional Amounts and (b) at the time such notice of
redemption is given, the obligation to pay Additional Amounts remains in effect.



ARTICLE TWELVE




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 a series except as otherwise specified as contemplated by Section 301 for Securities
of such series.



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



Section 1202. Satisfaction of Sinking Fund Payments with Securities.




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




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Section 1203. Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the Securities of such
series) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 1202 and will also deliver
to the Trustee any Securities to be so delivered. Not less than 30 and not more than 60 days before
each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 1106 and 1107.



 






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





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



	 	 	 	 	 
	 	ROYAL CARIBBEAN CRUISES LTD.

 	 
	 	By:  	/S/ THOMAS P. MARTIN
 	 
	 	 	Name:  	Thomas P. Martin 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	THE BANK OF NEW YORK TRUST

COMPANY, N.A.

 	 
	 	By:  	/S/ PHILIP L. WATSON
 	 
	 	 	Name:  	Philip L. Watson 	 
	 	 	Title:  	Vice President 	 



 









 







	 	 	 	 	 	 	 	 	 
	STATE OF GEORGIA
	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	ss.:
	COUNTY OF FULTON
	 	 	)	 	 	 	 	 






     On the 31st day of July, 2006, before me personally came Thomas P. Martin, to me known, who,
being by me duly sworn, did depose and say that he is Senior Vice President and Treasurer of ROYAL
CARIBBEAN CRUISES LTD., one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



	 	 	 	 	 
	 	 	 
	 	  	/S/ MARGARET B. JEFFREY
 	 
	 	 	Name: Margaret B. Jeffrey 	 
	 	 	 	 
	 



Notary Public

State of Georgia

My Commission expires on April 4, 2010




 









 






	 	 	 	 	 	 	 	 	 
	STATE OF GEORGIA
	 	 	)	 	 	 	 	 
	 
	 	 	)	 	 	ss.:
	COUNTY OF
DEKALB
	 	 	)	 	 	 	 	 






     On the 31st day of July, 2006, before me personally came Philip L. Watson , to me known, who,
being by me duly sworn, did depose and say that he is Philip L. Watson of THE BANK OF NEW YORK
TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



	 	 	 	 	 
	 	 	 
	 	  	/S/ MARGARET B. JEFFREY
 	 
	 	 	Name: Margaret B. Jeffrey 	 
	 	 	 	 
	 



Notary Public

State of Georgia

My Commission expires on April 4, 2010