Form of Indenture between the Company and Deutsche Bank Trust



 Exhibit 4.1 
 KONINKLIJKE PHILIPS ELECTRONICS N.V., 
 ISSUER 
 TO 
 DEUTSCHE BANK TRUST COMPANY AMERICAS 
 TRUSTEE 
 FORM OF INDENTURE 
 DEBT SECURITIES 







 KONINKLIJKE PHILIPS ELECTRONICS N.V. 
 CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 
 THROUGH 318, INCLUSIVE, OF
THE TRUST INDENTURE ACT OF 1939: 
  

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

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








 INDENTURE, dated as of     , 2008, between Koninklijke Philips Electronics N.V., a
corporation duly organized and existing under the laws of The Netherlands (herein called the “Company”), having its corporate seat and principal office in Eindhoven, The Netherlands and its principal office at Breitner Center, Amstelplein
2, 1096 BC Amsterdam, The Netherlands and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee hereunder (herein called the “Trustee”). 
 RECITALS OF THE COMPANY 
 The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.

 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

 ARTICLE ONE 
 DEFINITIONS AND
OTHER PROVISIONS 
 OF GENERAL APPLICATION 
 SECTION 101. Definitions. 
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context
otherwise requires: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article and include
the plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either
directly or by reference therein, have the meanings assigned to them therein; 
 (3) all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any
computation required or permitted hereunder shall mean the International Financial Reporting Standards as adopted by the European Union at the date of such computation and as applied by the Company; 







 (4) unless the context otherwise requires, any reference to an “Article” or a
“Section” refers to an Article or a Section, as the case may be, of this Indenture; and 
 (5) the words
“herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other sub division. 
 “Act”, when used with respect to any Holder, has the meaning specified in Section 104. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series. 
 “Board of Management” means the Board of Management of the Company or any committee of such
Board duly authorized to act for it in respect hereof. 
 “Board Resolution” means a copy of a resolution certified by the
Secretary to have been duly adopted by the Board of Management and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
 “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a legal holiday or a day on which banking institutions in that Place of
Payment or in New York City are authorized or obligated by law or executive order to close. 
 “Commission” means the Securities
and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time. 
 “Company” means the Person named as the “Company” in the first
paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 
 “Company Request” or “Company Order” means a written request or order signed on behalf of the Company by any two members of the Board
of Management acting jointly or any other Person duly authorized to sign such requests or orders by any two members of the Board of Management acting jointly in an instrument delivered to the Trustee. 
 “Corporate Trust Office” means the principal corporate trust office of the Trustee in the Borough of Manhattan, The City of New York at which
at any particular time its corporate trust business shall be administered, which office at the date of initial execution of this Indenture is 60 Wall Street, MS 2710, New York, New York 10005. 
  

 -2- 








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

 “Covenant Defeasance” has the meaning specified in Section 1303. 
 “Defaulted Interest” has the meaning specified in Section 307. 
 “Defeasance” has the meaning specified in Section 1302. 
 “Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated
to act as Depositary for such Securities as contemplated by Section 301. 
 “Encumbrance” means any mortgage, pledge, security
interest or lien. 
 “European Community” means the European Economic Union, the European Coal and Steel Community and the European
Atomic Energy Community. 
 “Event of Default” has the meaning specified in Section 501. 
 “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

 “Expiration Date” has the meaning specified in Section 104. 
 “Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in
Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities). 
 “Group Equity”
means, with respect to the Company and its Subsidiaries considered as an entirety, the sum of the amounts described in the Company’s most recent audited Consolidated Balance Sheet, as “Other group equity” and “Stockholders’
equity” (or such other terms as may be used by the Company to describe the equity of the Group or the stockholders’ equity of the Group determined in accordance with its accounting policies). Group Equity will also be deemed to include any
capital securities of the Company or similar instruments issued from time to time, provided that the terms of such capital securities or similar instruments do not require the Company, or permit the holder thereof to require the Company, to
repay, redeem or repurchase such securities or instruments for any consideration other than securities constituting Group Equity. 
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
 “Indenture” means
this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument
and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and 

  

 -3- 








 
govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 301. 
 “interest”, when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
 “Interest Payment Date”,
when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
 “Investment Company
Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. 
 “Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise. 
 “Notice of Default” means a written notice of the kind specified
in Section 501(4) or 501(5). 
 “Officers’ Certificate” means a certificate delivered to the Trustee signed by any two
members of the Board of Management or by any other Person duly authorized to sign Officers’ Certificates by any two members of the Board of Management in an instrument delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or other counsel acceptable to the Trustee.

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

 -4- 








 (3) Securities as to which Defeasance has been effected pursuant to Section 1302;
and 
 (4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands such Securities are valid obligations of the Company; 
 provided, however, that in determining whether the Holders of
the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original
Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502,
(B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and
(D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor. 
 “Paying Agent” means any Person authorized by the Company
to pay the principal of or any premium or interest on any Securities on behalf of the Company and which initially shall be the Trustee. 
 “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 specified as contemplated by Section 301. 
 “Predecessor
Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
  

 -5- 








 “Principal Property” means any building, structure or other facility, together with the land
upon which it is erected and fixtures comprising a part thereof, used primarily for manufacturing or processing and located in the United States or The Netherlands, owned or leased by the Company or any Restricted Subsidiary, the net book value of
which on the date as of which the determination is being made exceeds 2% of the Group Equity of the Company, other than (i) any such building, structure or other facility or portion thereof which, in the opinion of the Board of Management, is
not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety or (ii) any portion of any such property which, in the opinion of the Board of Management, is not of material importance to the use or
operation of such property. 
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for
such redemption by or pursuant to this Indenture. 
 “Redemption Price”, when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. 
 “Regular Record Date” for the interest payable on any
Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 
 “Restricted Subsidiary” means any Subsidiary (i) substantially all of the physical properties of which are located, or substantially all the operations of which are conducted, within the United States or The Netherlands and
(ii) which owns a Principal Property; provided, however, that the term “Restricted Subsidiary” shall not include any Subsidiary which is principally engaged in leasing or in financing installment receivables or which is
principally engaged in financing the operations of the Company and its consolidated Subsidiaries. 
 “Secretary” means the
individual, or deputy of such individual, holding from time to time the office of Secretary to the Board of Management. 
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
 “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time. 
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee and the Company 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. 
  

 -6- 








 “Subsidiary” means a corporation (i) more than 50% of the outstanding voting stock or
equity interest of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or (ii) which is fully consolidated into the Company’s financial
statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”) or, if the issuer does not prepare financial statements under IFRS, the body of generally accepted accounting
principles on the basis of which the issuer prepares its primary financial statements. 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. 
 “Trust Indenture Act” means the
U.S. Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 905; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date,
“Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series. 
 “U.S. Government Obligation” has the meaning specified in Section 1304. 

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 the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act
and any other requirements set forth in this Indenture. 
 Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include, 
 (1) a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
 (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, such individual has made such examination or investigation as is necessary
to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  

 -7- 








 (4) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with. 
 SECTION 103. Form of Documents Delivered to Trustee. 
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, 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. 
 Any
request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section. 
 The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a
witness of such execution or by a certificate of a notary public or other 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. 
  

 -8- 








 The ownership of Securities shall be proved by the Security Register. 
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Security. 
 The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken
by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction
referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether
or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon
the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to
in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to
join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by
Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Securities of the 

  

 -9- 








 
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s
expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in
Section 106. 
 With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may
designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given
to the other parties hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any
record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph. 
 Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder
with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of
such principal amount. 
 SECTION 105. Notices, Etc., to Trustee and Company. 
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, 
 (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed or mailed first-class postage prepaid in writing to or with the Trustee at: 
 Deutsche Bank Trust Company Americas 
 Trust & Securities Services 
 60 Wall Street, MS 2710 
 New York, New York 10005 
 Attn: Deal Manager – Corporates Team 
 Fax: 732-578-4635 
 With a copy to: 
 Deutsche Bank Trust Company Americas 
 c/o Deutsche Bank National Trust Company 
 Trust & Securities Services 
 25 DeForest Avenue, 2nd Floor, MS SUM01-0105 
 Summit, New Jersey 07901 
 Attn: Deal Manager – Corporates Team 
 Fax: 732-578-4635 
  

 -10- 








 or 
 (2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed international air mail postage prepaid and addressed to its principal office specified in the first paragraph of this instrument to the attention of its Securities Department, or at such other registered address
previously furnished in writing to the Trustee by the Company. 
 SECTION 106. Notice to Holders; Waiver. 
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect
to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
 SECTION 107. Language of Notices, Etc. 
 Any request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 
 SECTION 108. Conflict with Trust Indenture Act. 
 If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so
modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be. 
  

 -11- 








 SECTION 109. Effect of Headings and Table of Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 
 SECTION 110. Successors and Assigns. 
 All covenants and
agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
 SECTION 111. Separability Clause.

 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 112. Benefits of Indenture. 
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, 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 113. Governing Law. 
 This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York, except that the authorization
and execution by the Company of the Indenture or the Securities shall be governed by the laws of The Netherlands. 
 SECTION 114. Saturdays, Sundays and
Legal Holidays. 
 In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest
or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, except as provided in Section 501(2). 
 SECTION 115. Appointment of Agent for Service. 
 By the
execution and delivery of this Indenture, the Company hereby appoints Philips Electronics North America Corporation as its agent upon which process may be served in any legal action or proceeding which may be instituted in any Federal or State court
in the Borough of Manhattan, the City of New York, arising out of or relating to the Securities or this Indenture, but for that purpose only. Service of process upon such agent at the office of such agent at 1251 Avenue of the Americas, New York,
New York 10020, U.S.A., and written notice of said service to the Company by the Person serving the same addressed as provided by 

  

 -12- 








 
Section 105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding. The Company hereby
submits to the jurisdiction of any such court or any competent court in The Netherlands in which any such legal action or proceeding is so instituted. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights
pursuant to the terms thereof or of this Indenture until the appointment of a successor by the Company with the consent of the Trustee and such successor’s acceptance of such appointment. The Company further agrees to take any and all action,
including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of such agent or successor. 
 ARTICLE TWO 
 SECURITY FORMS 
 SECTION 201. Forms Generally. 
 The Securities of each
series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the
rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or Deputy Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Securities. 
 The definitive Securities shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
 SECTION 202. Form of Face of Security. 
 [Insert any
legend required by the Internal Revenue Code 
 and the regulations thereunder.] 
 KONINKLIJKE PHILIPS ELECTRONICS N.V. 
 [TITLE OF SECURITY] 
  

			
	No.    	 	$            

 Koninklijke Philips Electronics N.V., a corporation duly organized and existing under the laws of
The Netherlands (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), having its 

  

 -13- 








 
corporate seat and principal office in Eindhoven, The Netherlands, for value received, hereby promises to pay to
                    , or registered assigns, the principal sum of
                     Dollars on
                     [if the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from
             or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on
             and              in each year, commencing
                    , at the rate of     % per annum, until the principal hereof is paid or made available for payment [if
applicable, insert —, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of     % per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
             or              (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture]. 
 [If the Security is not to bear interest prior to Maturity, insert — The principal of
this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of
    % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium
shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest on interest shall be
legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] 
 Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at the office
or agency of the Company maintained for that purpose in             , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts [if applicable, insert —; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register]. 
  

 -14- 








 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed Dated:

  

			
	Koninklijke Philips Electronics N.V.
		
	By	 	  

	Name	 	
	Title	 	
		
	By	 	  

	Name	 	
	Title	 	


 SECTION 203. Form of Reverse of Security. 
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of March —, 2008 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and Deutsche Bank
Trust Company Americas, as Trustee thereunder (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company and the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof [if applicable, insert— , limited in aggregate principal amount to
$                    ]. 
 [If
applicable, insert— The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert— (1) on
                     in any year commencing with the year              and ending with
the year              through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert— on or after                     ,     ], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert— on or before                     ,
     %, and if redeemed] during the 12-month period beginning                      of the years indicated, 
  

 -15- 









							
	 Year
	 	 Redemption
 Price
	 	 Year
	 	 Redemption
 Price

		 		 		 	
		 		 		 	
		 		 		 	

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

[If applicable, insert— The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by
mail, (1) on                      in any year commencing with the year             
and ending with the year              through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert— on or after
                    ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                     of the years indicated, 
  

					
	 Year
	 	 Redemption Price
 For Redemption
 Through Operation

 of the
 Sinking
Fund
	 	 Redemption Price For
 Redemption Otherwise
 Than Through
Operation
 of the Sinking Fund


 and thereafter at a Redemption Price equal to         % of the principal
amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 
 [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
                    , redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of
less than         % per annum.] 
  

 -16- 








 [If applicable, insert — The sinking fund for this series provides for the redemption on
                     in each year beginning with the year
                     and ending with the year
                     of [if applicable, insert — not less than
$                     (“mandatory sinking fund”) and not more than]
$                     aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company
otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable,
insert — , in the inverse order in which they become due].] 
 The Securities of each Series may be redeemed at the option of
the Company, in whole but not in part, upon not less than 30 nor more than 60 days’ notice at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at the
Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption [if the Security is an Original Issue Discount Security, insert formula for determining amount], if, as a result of any change in or
amendment to the laws or any regulations or rulings promulgated thereunder of The Netherlands (or of any political subdivision or taxing authority thereof or therein) or any change in the official application or interpretation of such laws,
regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which The Netherlands (or such political subdivision or taxing authority) is a
party, which change, execution or amendment becomes effective on or after                     , the Company is or would be required on the
next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as set forth below with respect to the Securities and such payments cannot be avoided by the use of any reasonable measures available to the Company.

 [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 
 [If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to
this Security] [,in each case] upon compliance with certain conditions set forth in the Indenture.] 
 [If the Security is not an Original
Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.] 
 [If the Security is an Original Issue Discount Security, insert — If an Event of Default with
respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to
— insert formula for determining the amount. 

  

 -17- 








 
Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.] 
 [If applicable insert — If any deduction or withholding for any present or future taxes, assessments or other
governmental charges of The Netherlands (or any political subdivision or taxing authority thereof or therein) shall at any time be required by The Netherlands (or any such political subdivision or taxing authority) in respect of any amounts to be
paid by the Company under the Securities of a series, the Company will pay to the Holder of this Security such additional amounts of interest as may be necessary in order that the net amounts paid to the Holder of this Security who, with respect to
any such tax, assessment, or other governmental charge, is not resident in The Netherlands, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided,
however, that the Company shall not be required to make any payment of additional amounts to a Holder for or on account of: 
 (a) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and The Netherlands or any political subdivision or territory or possession thereof or area subject to its jurisdiction,
including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a domiciliary, national or resident thereof or being or having been present or engaged in trade or business
therein or having or having had a permanent establishment therein or having directly or indirectly a substantial interest in the share capital of the Company or otherwise having or having had some connection with The Netherlands or such political
subdivision, territory or possession other than the holding or ownership of a Security or the collection of principal of and interest, if any, on, or the enforcement of, a Security or (ii) the presentation of a Security (where presentation is
required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; 
 (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; 

(c) any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect
of), premium, if any, or interest on, the Securities; 
 (d) any tax, assessment or other governmental charge that is imposed
or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Company addressed to the Holder (i) to provide information concerning the nationality, residence, identity or connection
with The Netherlands or any political subdivision 

  

 -18- 








 
thereof of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting
requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other
governmental charge, or 
 (e) any combination of items (a), (b), (c) and (d); 
 nor shall additional amounts of interest be paid with respect to any payment of the principal of, premium, if any, or any interest on this Security to any Holder who is
a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of The Netherlands (or any political subdivision or taxing authority thereof or therein) to be included in
the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts of interest had it been the Holder of this
Security.] 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, no Holder of any Security of this series
will have the right to institute any proceeding with respect to the Indenture, this Security or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, reasonably acceptable to it and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this
series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  

 -19- 








 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Securities of this series are issuable only in registered form without coupons in denominations of
$                     and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of transfer
or exchange, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary. 
 All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture. 
 SECTION 204. Form of Legend for Global Securities. 
 Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form: 
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  

 -20- 








 SECTION 205. Form of Trustee’s Certificate of Authentication. 
 The Trustee’s certificates of authentication shall be in substantially the following form: 
 This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture. 
  

							
	Deutsche Bank Trust Company Americas,
		 		 		 	As Trustee
			
	By:	 		 	Deutsche Bank National Trust Company
				
		 		 	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 a Board Resolution of the Company and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 
 (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
 (3)
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest; 
  

 -21- 








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

 (5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any
such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; 
 (6) the place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on any
Securities of the series shall be payable, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of any Securities of the series and this Indenture may be served; 
 (7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series
may be redeemed, in whole or in part, at the option of the Company (including the period referred to in Section 1108) and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be
evidenced; 
 (8) other than with respect to any redemption of Securities pursuant to Section 1108, the obligation, if
any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
 (9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable; 
 (10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts shall be determined; 
 (11) if other than the currency of the
United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the
United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101; 
 (12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or a Holder thereof, in one or more currencies or currency units other than that or those in which such
Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and
conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); 
  

 -22- 








 (13) if other than the entire principal amount thereof, the portion of the principal
amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
 (14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 
 (15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302
or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; 
 (16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities
and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in
addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 
 (17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal
amount thereof due and payable pursuant to Section 502; 
 (18) any addition to or change in the covenants set forth in
Article Ten which applies to Securities of the series; 
 (19) if additional amounts, pursuant to Section 1004, will be
payable by the Company; and 
 (20) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 901(5)). 
 All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to
above or in any such indenture supplemental hereto. 
  

 -23- 








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

 SECTION 302. Denominations. 
 The Securities
of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 
 SECTION 303. Execution,
Authentication, Delivery and Dating. 
 The Securities shall be executed on behalf of the Company by any two members of the Board of
Management acting jointly or any other Person duly authorized to sign such Securities by any two members of the Board of Management acting jointly in an instrument delivered to the Trustee. The signature of any of such persons on the Securities may
be manual or facsimile. 
 Securities bearing the manual or facsimile signatures of individuals who were at any time members of the Board of
Management shall bind the Company notwithstanding that such individuals or any of them have ceased to hold such position prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If
the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 
 (1) if the forms of such Securities have been established by or pursuant to a Board Resolution as permitted by Section 201, that such
forms have been established in conformity with the provisions of this Indenture; 
 (2) if the terms of such Securities have
been established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and 
 (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights, to general equity principles and to such other matters as counsel may state therein. 
  


 -24- 








 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
 Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued, and reasonably contemplate the issuance of all Securities of
such series. 
 Each Security shall be dated the date of its authentication. 
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or facsimile signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

 SECTION 304. Temporary Securities. 
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon compliance with Section 303 the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
 If temporary
Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the Company shall execute and upon receipt of a Company Order the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series,
of any authorized denominations 

  

 -25- 








 
and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and tenor. 
 SECTION 305. Registration, Registration of Transfer and Exchange.

 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place 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 a series at the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of
the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and upon receipt of a Company Order the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange. 
 Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof
or his attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304,
906 or 1107 not involving any transfer. 
 If the Securities of any series (or of any series and specified tenor) are to be redeemed in part,
the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
  

 -26- 








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

 (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated
for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 
 (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the
Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default
with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. 
 (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 
 (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or
any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof. 
 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. 

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

 -27- 








 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security
under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of that series duly issued hereunder. 
 The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
 SECTION 307. Payment of Interest; Interest Rights Preserved. 
 Except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest and, at the option of the Company, may be paid by check mailed to the address of the Person as it appears in the Security Register. 
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below: 
 (1) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee, upon 

  

 -28- 








 
consultation with the Company, shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and
at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause 2). 
 (2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of 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 and
Section 305, 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 305 and Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 
 SECTION 309.
Cancellation. 
 All Securities surrendered for payment, redemption, registration of transfer or exchange or 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 cancelled 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 cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order, and the Trustee will deliver to the Company its certificates evidencing such destruction. 
  

 -29- 








 SECTION 310. Computation of Interest. 
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

 ARTICLE FOUR 
 SATISFACTION AND
DISCHARGE 
 SECTION 401. Satisfaction and Discharge of Indenture. 
 This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and the obligation of the
Company to pay any additional amounts as contemplated by Section 1004), and the Trustee, at the written direction and expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

 (1) either 
 (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and
(ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in the last paragraph of
Section 1003) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities not theretofore
delivered to the Trustee for cancellation 
 (i) have become due and payable, or 
 (ii) will become due and payable at their Stated Maturity within one year, or 
 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, 
 and the Company, in the case of (i), (ii) or
(iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness 

  

 -30- 








 
on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (2)
the Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (3) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, and to any
Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive. 
 SECTION 402. Application of Trust Money. 
 Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. The Trustee shall have no obligation to pay interest on or to invest any funds held in trust under the
Indenture, except as otherwise agreed with and for the benefit of the Company. 
 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) the Company fails to pay principal or any premium on any security of that series when due and payable (other than, in
limited circumstances, on account of an administrative error whether by the Company or a bank involved in transferring the funds); or 
  

 -31- 








 (2) the Company fails to pay any interest or Additional Amounts on any notes of that
series when due and payable, and the failure continues for 30 days; or 
 (3) the Company fails to perform or otherwise
breaches any of its covenants in respect of the applicable notes or this Indenture (other than those described in paragraphs (1) and (2)), and continuance of such default or breach for a period of 60 days after there has been given a written
notice, 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 notes affected thereby, specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
 (4) default in the payment of
the principal of any Capital Market Indebtedness in an aggregate amount exceeding $75 million (or its equivalent in any other currency or currencies) when such Capital Market Indebtedness becomes due and payable at maturity, or becomes due and
payable prior to the stated maturity thereof as a result of the occurrence of a default, if (a) such default shall continue unremedied or unwaived for more than 15 days following the receipt by the Company from the relevant holder of such Capital
Market Indebtedness of such notice of default or, in the case that no notice of default is required in respect thereof, such default is not remedied or waived within a reasonably practicable period, (b) the time for payment of such amount has
not been expressly extended, and (c) affirmative action to demand for payment of such Capital Market Indebtedness has been taken and not withdrawn for five days; provided, that if such default under such Capital Market Indebtedness shall
be remedied or cured by the issuer or waived by the holders of such Capital Market Indebtedness, then the Event of Default hereunder by reason thereof shall be deemed to be likewise to have been remedied, cured or waived without any further action;
and provided further, that no Event of Default hereunder shall be deemed to exist in a case where the issuer is prevented or delayed, directly or indirectly, by an government or other authority from fulfilling its obligation under the
relevant Capital Market Indebtedness; 
 (5) the Company applies for bankruptcy or is adjudicated bankrupt or suffers the
appointment of an administrator or liquidator by order of a court of competent jurisdiction or applies for (provisional) suspension of payments (“(voorlopige) surséance van betaling”) or is wound up or if the Company offers a
compromise to all its creditors or negotiates with all its creditors another agreement relating to its payment difficulties, or if such measures are officially decreed; or 
 (6) any other Event of Default provided with respect to Securities of that series pursuant to Section 301 (17). 
 SECTION 502. Acceleration of Maturity; Rescission and Annulment. 
 If an Event of Default (other than an Event of Default specified in Section 501(5) or 501(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the
Trustee acting at the written direction of 25% of the Holders, or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, or the 

  

 -32- 








 
principal amount of such Outstanding Securities is not then determinable, such portion of the principal amount of such Securities or such other amount in
lieu of such principal amount as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(5) or 501(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount Securities, or the principal amount of such Outstanding Securities is not then determinable, such portion of the principal amount of such Securities or such other amount in
lieu of such principal amount as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. 
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if 
 (1) the Company has paid or deposited with the Trustee a sum sufficient to
pay 
 (A) all overdue interest on all Securities of that series, 
 (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of
acceleration and any interest accrued thereon at the rate or rates prescribed therefor in such Securities, 
 (C) to the
extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and 
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; 
 and 
 (2) all Events of
Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

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

 -33- 








 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 
 The Company covenants that in case of any Event of Default as described in Section 502(1) or 502(2), the Company will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
 If an Event of Default with
respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy. 
 SECTION 504. Trustee May File Proofs of Claim. 
 In case of any judicial proceeding relative to the Company or any other obligor upon the Securities, or the property of the Company or other obligor or their creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee all amounts due under
Section 607. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, if permitted by applicable bankruptcy law, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee. 
 SECTION 505. Trustee May Enforce Claims Without Possession of Securities. 
 All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for all
amounts due under Section 607 be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
  

 -34- 








 SECTION 506. Application of Money Collected. 
 Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in
case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  

	 	FIRST:	To the payment of all amounts due to the Trustee under Section 607; 

  

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

  

	 	THIRD:	To the payment of the balance, if any, to the Company or any other Person or Persons legally 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, the Securities or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder; and 
 (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; and

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

 -35- 








 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) interest on such Security on the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
 SECTION 509. Restoration of Rights and Remedies. 
 If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and 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. 
  

 -36- 








 SECTION 512. Control by Holders. 
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that 
 (1) such direction shall not be in conflict with any rule of law or with this Indenture, 
 (2) the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with such direction, and 
 (3) the Trustee need not
follow any such direction if doing so would in its reasonable discretion either involve it in personal liability or be unduly prejudicial to Holders not joining in such direction; 
 provided, further, that the Trustee shall have no obligation to make any determination with respect to any such conflict, personal liability or undue prejudice. 
 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, by written notice to the Trustee, 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. 
 In
any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to
pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any suit instituted by the Company, in any suit instituted by the Trustee, in 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 any series, 

  

 -37- 








 
or in any suit instituted by any Holder for the enforcement of the payment of the principal of or any premium or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of redemption on or after the Redemption Date). 
 SECTION 515. Waiver of
Usury, Stay or Extension Laws. 
 The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the
Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted. 
 ARTICLE SIX 
 THE TRUSTEE 
 SECTION 601. Certain Duties and
Responsibilities. 
 (a) Except during the continuance of an Event of Default, 
 (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of
this Indenture. 
 (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use the circumstances in the conduct of his own affairs. 
 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that 
 (1) this subsection (c) shall not be construed to limit the effect of
subsection (a) of this Section; 
  

 -38- 








 (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the securities of such series; and 
 (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayments of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting
the liability of or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section of the Securities of each series affected thereby. 
 SECTION 602. Notice of Defaults. 
 Within 90 days
after the occurrence of any default hereunder, the Trustee shall transmit to all Holders of the Securities of each series affected thereby, in the manner provided in Section 106, notice of such default hereunder of which the Trustee has been
advised or has actual knowledge, 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, premium, if any, or interest on any Security of such
series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or officers (assigned by the Trustee to administer its corporate trust matters) of
the Trustee in good faith determines that the withholding of such notice is in the interest of the Holders; and provided, further, that in the case of any default of the character specified in Section 501(4), no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. 
 For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 
 SECTION 603. Certain Rights of Trustee. 
 Subject to the provisions of Section 601: 
 (1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties; 
  

 -39- 








 (2) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order, and any resolution of the Board of Management of the Company shall be sufficiently evidenced by a Board Resolution; 
 (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 
 (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity reasonably acceptable to the Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, to the extent necessary to perform its duties hereunder, to examine the books, records and
premises of the Company, personally or by agent or attorney, provided that the Trustee shall not be entitled to such information which the Company is prevented from disclosing as a matter of law or contract; and 
 (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys 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. 
 SECTION 604. Not Responsible for Recitals or Issuance of Securities. 
 The recitals contained herein and
in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

  

 -40- 








 SECTION 605. May Hold Securities. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company or the Trustee, 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 for the extent required by law. The Trustee shall be under no liability for interest on or investment of any money received by it hereunder, except as otherwise agreed with
and for the sole benefit of the Company. 
 SECTION 607. Compensation and Reimbursement. 
 The Company agrees 
 (1) to
pay to the Trustee from time to time such compensation as is agreed for all services rendered by it hereunder in the Fee Proposal for Trustee and Agent Services dated February 19, 2008 as may be amended from time to time as agreed by the
parties thereto (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel) all as may be agreed between the Trustee and the Company, except to the extent any such expense, disbursement or advance may be
attributable to its negligence or bad faith; and 
 (3) The Company shall indemnify, defend and hold harmless the Trustee and
its officers, directors, employees, representatives and agents, from and against and reimburse the Trustee for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties,
stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Trustee
directly or indirectly relating to, or arising from, claims against the Trustee by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for
damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs except to the extent caused by the Trustee’s negligence or willful misconduct. 
  

 -41- 








 The Trustee shall have a right prior to the Holders to payment of amounts due it under this
Section 607 from funds held by the Trustee hereunder. “Trustee” for purposes hereof includes any predecessor trustee, but the negligence or bad faith of any trustee shall not affect the rights of any other trustee hereunder.

 SECTION 608. Conflicting Interests. 
 If
the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

 SECTION 609. Corporate Trustee Required; Eligibility. 
 There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus of at least $50,000,000 and has its Corporate Trust Office in the Borough of Manhattan, The City of New York, New York. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital
and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
 SECTION 610. Resignation and Removal; Appointment of Successor. 
 No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
 The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
 The Trustee may be removed with 60
days prior notice with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. 
 If at any time: 
 (1) the
Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
  

 -42- 








 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder, or 
 (3) the Trustee shall become incapable of
acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, 
 then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or
(B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
 If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series. 
 The Company shall give notice of each resignation and each removal of the Trustee with respect
to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
  

 -43- 








 SECTION 611. Acceptance of Appointment by Successor. 
 In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder. 
 In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series,
the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution
and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates. 
 Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 
 No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this
Article. 
  

 -44- 








 SECTION 612. Merger, Conversion, Consolidation or Succession to Business. 
 Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities. 
 SECTION 613. Preferential Collection of Claims Against Company. 
 Reference is made to Section 311 of the Trust Indenture Act. For purposes of Section 311(b)(4) and (6) of such Act, the following terms
shall mean: 
 (a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven
days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers any payable upon demand; and 
 (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment,
storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of
the draft, bill of exchange, acceptance or obligation. 
 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. 

  

 -45- 








 
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,
provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in
Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
 The 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 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. 
  

			
	Deutsche Bank Trust Company Americas
		 	As Trustee
		
	By:	 	Deutsche Bank National Trust Company
		
	By	 	  

		 	As Authenticating Agent
		
	By	 	  

		 	Authorized Officer


  

 -46- 








 If all of the Securities of a series may not be originally issued at one time, and if the Trustee does
not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company
in writing (which writing need not comply with Section 102 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the
Company with respect of such series of Securities. 
 SECTION 615. Patriot Act 
 The Company acknowledges that in accordance with Section 326 of the USA Patriot Act Deutsche Bank Trust Company Americas, like all financial
institutions, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account. The Company agrees that it will provide Deutsche Bank Trust Company Americas with
such information as it may request in order for Deutsche Bank Trust Company Americas to satisfy the requirements of the USA Patriot Act. 
 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 
 (1) semi-annually, not later than 15 days after each Regular Record Date in each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, and 
 (2) at
such other times as the Trustee may request in writing within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 
 SECTION 702. Preservation of Information; Communications to Holders. 
 The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
  

 -47- 








 The rights of Holders to communicate with other Holders with respect to their rights under this Indenture
or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
 Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
 SECTION 703. Reports by Trustee. 
 The Trustee shall transmit on or before July 15, 2009 and each July 15 thereafter when Securities are Outstanding to Holders such reports, if
any, dated as of the preceding May 15, concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act in the manner provided pursuant thereto. 
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities
are listed, with the Commission and with the Company. The Company will notify the Trustee in writing or by facsimile 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 filed with the Commission. 
 ARTICLE EIGHT 
 CONSOLIDATION, MERGER,
CONVEYANCE, TRANSFER OR LEASE 
 SECTION 801. Company May Consolidate, Etc., Only on Certain Terms. 
 The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless: 
 (1) in case the Company shall consolidate with or merge into another Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and
assets of the Company substantially as an entirety shall be organized and validly existing under the laws of the applicable jurisdiction 

  

 -48- 








 
and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest (including all additional amounts, if any, payable pursuant to Section 1004 and subsection (3) below) on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or observed; 
 (2) immediately after giving effect to
such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; 
 (3) the Person formed by such consolidation or into which the Company is merged or to whom the Company has conveyed, transferred or leased its properties or assets agrees to indemnify the Holder or the beneficial
owner of each Security against (a) any tax, assessment or governmental charge imposed on any such Holder or the beneficial owner or required to be withheld or deducted from any payment to such Holder or the beneficial owner as a consequence of
such consolidation, merger, conveyance, transfer or lease; and (b) any costs or expenses of the act of such consolidation, merger, conveyance, transfer or lease; 
 (4) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would
become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to
secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and 
 (5) the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such
supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
 SECTION 802. Successor Substituted. 
 Upon any consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company
herein, as the case may be, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
  

 -49- 








 ARTICLE NINE 
 SUPPLEMENTAL INDENTURES 
 SECTION 901. Supplemental Indentures Without Consent of Holders. 
 Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
 (1) to
evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities pursuant to 801(1); or 
 (2) to add to the covenants of the Company for the benefit of Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or 
 (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional
Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 
 (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance
of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form, provided that any such action shall not
adversely affect the interests of the Holders of any Outstanding Securities of any series in any material respect; or 
 (5)
to add to, change or eliminate any of the provisions of this Indenture in respect of the Securities of one or more series, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any
series Outstanding when such supplemental Indenture is executed and entitled to the benefit of such provision nor (ii) modify the rights of any Holder of any such Security with respect to such provision or (B) shall become effective only
when there is no such Security Outstanding; or 
 (6) to secure the Securities; or 
 (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or 
 (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

  

 -50- 








 (9) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely
affect the interests of the Holders of Securities of any series in any material respect. 
 SECTION 902. Supplemental Indentures With Consent of
Holders. 
 With the consent of the Holders of 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, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date), or 
 (2) 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 1011, 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 Out standing Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and
Section 1011, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8), or 
 (4)
modify or affect in any manner adverse to the interests of the Holders of any Securities the terms and conditions of the obligations of the Company in respect of the due and punctual payment of the principal thereof (and premium, if any) and
interest, if any, thereon or any sinking fund payments provided in respect thereof. 
  

 -51- 








 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect
the rights under this Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders under
this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
 SECTION 903. Execution of Supplemental Indentures. 
 In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise. 
 SECTION 904. Effect of Supplemental Indentures. 
 Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 
 SECTION 905. Conformity with Trust Indenture Act. 
 Every supplemental indenture executed pursuant to
this Article shall conform to the requirements of the Trust Indenture Act as in effect at the time of such execution. 
 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 Company and 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 such securities may be authenticated and delivered by the Trustee
in exchange for Outstanding Securities of such series. 
  

 -52- 








 ARTICLE TEN 
 COVENANTS 
 SECTION 1001. Payment of Principal, Premium and Interest. 
 The Company covenants and agrees for the benefit of the Holders of each series of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
 SECTION 1002. Maintenance of
Office or Agency. 
 The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. 
 The Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where
notices and demands to or upon the Company in respect of Securities of any series and this Indenture may be served. 
 The Company will give
prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands. 
 The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more
series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of
any such other office or agency. 
 SECTION 1003. Money for Securities Payments to Be Held in Trust. 
 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, not later than 12:00 PM (at the Place of Payment) each due date of the principal of or any premium or interest on any
Securities of that series, deposit with a 

  

 -53- 








 
Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act. 
 The Company will cause each Paying Agent for any series
of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for
two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

 SECTION 1004. Additional Amounts. 
 If
the Securities of a series provide as contemplated by Section 301 for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there
is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be
deemed to include mention of the payment of additional amounts provided for in this Section 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 of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. 
 If the Securities of a series so provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to
that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, 

  

 -54- 








 
the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or
interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of
that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section. The Company covenants
to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred, arising out of, or in connection with, actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section, except with respect to each of them to the extent such loss, liability or expense may be attributable to its own negligence or bad faith. 
 SECTION 1005. Statement by Officers as to Default. 
 The
Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, a brief certificate (which need not be an Officers’ Certificate), from the principal executive, financial or
accounting officer of the Company as to his or her knowledge of the Company’s compliance with all conditions and covenants of this Indenture (without regard to any period of grace or requirement of notice provided hereunder). 
 SECTION 1006. Existence. 
 Subject to Article Eight, the
Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve
any such right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the ability of
the Company to make payments hereunder. 
 SECTION 1007. Maintenance of Properties. 
 The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance
of any of such properties if such discontinuance is, in the judgment of the Company desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the ability of the Company to make
payments hereunder. 
  

 -55- 








 SECTION 1008. Payment of Taxes and Other Claims. 
 The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by appropriate proceedings. 
 SECTION 1009. Limitations on Liens. 
 So long as any of the Securities are Outstanding, the Company shall not, and the Company shall procure that no Restricted Subsidiary will, create or
permit to subsist any Encumbrance (other than the Encumbrances excepted from this Covenant), on the whole or any part of any Principal Property or upon any shares or stock of any Restricted Subsidiary to secure any present or future indebtedness for
borrowed money without making, or causing such Restricted Subsidiary to make, effective provision whereby the Securities (together with, if the Company shall so determine, any other indebtedness of the Company or such Restricted Subsidiary then
existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or, at the option of the Company or such Restricted Subsidiary, prior to) such indebtedness for borrowed money, so long as such
indebtedness for borrowed money shall be so secured. However, such limitations above shall not apply to: 
 (1) any
Encumbrance subsisting on or prior to the date hereof: 
 (2) any Encumbrance arising by operation of law and not securing
amounts more than ninety (90) days overdue or otherwise being contested in good faith; 
 (3) judgment Encumbrances;

 (4) any Encumbrance subsisting over a Principal Property or shares or stock of any Restricted Subsidiary (which becomes a
Restricted Subsidiary after the date hereof) subsisting prior to the date of such Restricted Subsidiary becoming a Restricted Subsidiary, provided that such Encumbrance was not created in contemplation of such Restricted Subsidiary becoming a
Restricted Subsidiary; 
 (5) any Encumbrance over any Principal Property (or documents of title thereto), shares or stock of
any Restricted Subsidiary acquired by the Company or any Restricted Subsidiary as security for, or for indebtedness incurred, to finance all or part of the price of its acquisition, development, redevelopment, modification or improvement;

 (6) any Encumbrance over any Principal Property (or documents of title thereto), shares or stock of any Restricted
Subsidiary which is acquired by the Company or any Restricted Subsidiary subject to such Encumbrance; 
  

 -56- 








 (7) any Encumbrance to secure indebtedness for borrowed money incurred in connection with
a specifically identifiable project where the Encumbrance relates to a Principal Property for which such project has been undertaken and the recourse of the creditors in respect of such indebtedness is limited to such project and Principal Property;

 (8) any Encumbrance incurred or deposits made in the ordinary course of business, including, but not limited to,
(a) any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or other like Encumbrances, (b) any Encumbrances securing amounts in connection with workers’ compensation, unemployment insurance and other
types of social security, and (c) any easements, rights-of-way, restrictions and other similar charges; 
 (9) any
Encumbrance incurred or deposits made securing the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the
ordinary course of business; 
 (10) any Encumbrance on any Principal Property of the Company or any Restricted Subsidiary in
favor of the Federal Government of the United States or the government of any State thereof, or the government of The Netherlands, or the European Community, or any instrumentality of any of them, securing the obligations of the Company or any
Restricted Subsidiary pursuant to any contract or payments owed to such entity pursuant to applicable laws, rules, regulations or statutes; 
 (11) any Encumbrance securing taxes or assessments or other applicable governmental charges or levies; 
 (12) any Encumbrance securing industrial revenue, development or similar bonds issued by or for the benefit of the Company or any of its Restricted Subsidiaries, provided that such industrial revenue,
development or similar bonds are non-recourse to the Company or such Restricted Subsidiary; 
 (13) Encumbrances in favor of
the Company or any Subsidiary of the Company; and 
 (14) any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any Encumbrance referred to in clauses (1) to (13), inclusive, for amounts not exceeding the principal amount of the borrowed money secured by the Encumbrance so extended, renewed or
replaced, provided that such extension, renewal or replacement Encumbrance is limited to all or a part of the same Principal Property, shares or stock of the Restricted Subsidiary that secured the Encumbrance extended, renewed or replaced
(plus improvements on such Principal Property). 
 Notwithstanding the foregoing, the Company or any Restricted Subsidiary may create or
permit to subsist Encumbrances over any Principal Property, shares or stock of any of the Restricted Subsidiaries so long as the aggregate amount of indebtedness for borrowed money secured by all such Encumbrances (excluding therefrom the amount of
the indebtedness secured by Encumbrances set forth in clauses (1) through (14), inclusive, above) does not exceed 15% of the Group Equity of the Company. 
  

 -57- 








 SECTION 1010. Limitation on Sales and Leasebacks. 
 So long as any of the Securities are Outstanding, the Company shall not, and the Company shall procure that no Restricted Subsidiary will, enter into any
arrangement with any bank, insurance company or other lender or investor (not including the Company or any Subsidiary), or to which any such lender or investor is a party, providing for the leasing by the Company or a Restricted Subsidiary for a
period, including renewals, in excess of three years of any Principal Property which has been owned by the Company or a Restricted Subsidiary for more than six months and which has been or is to be sold or transferred by the Company or any
Restricted Subsidiary to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a “sale and leaseback
transaction”) unless either: 
 (1) the Company or such Restricted Subsidiary could create indebtedness secured by an
Encumbrance pursuant to Section 1009 on the Principal Property to be leased back in an amount equal to the indebtedness attributable to such sale and leaseback transaction without equally and ratably securing the Securities; or 
 (2) the Company, within one year after the sale or transfer shall have been made by the Company or Restricted Subsidiary, applies an
amount equal to the greater of (i) the net proceeds of the sale of the Principal Property sold and leased back pursuant to such arrangement or (ii) the fair market value of the Principal Property so sold and leased back at the time of
entering into such arrangement (as determined by any two members of the Board of Management of the Company) to (A) the retirement of indebtedness for money borrowed ranking prior to or on parity with the Securities, incurred or assumed by the
Company or any Restricted Subsidiary which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of incurring, assuming or guaranteeing such indebtedness or
(B) investment in any Principal Property. 
 The restriction on sales and leasebacks does not apply to any sale or leaseback transaction
that is between the Company and one of its subsidiaries, or between one of the Company’s restricted subsidiaries and either the Company or one of its other subsidiaries. It also does not apply to any lease with a term, including renewals, of
three years or less. 
 SECTION 1011. Waiver of Certain Covenants. 
 Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1004, 1009 or 1010 if before the time for such compliance the Holders of
not less than 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. 
  

 -58- 








 ARTICLE ELEVEN 
 REDEMPTION OF SECURITIES 
 SECTION 1101. Applicability of Article. 
 Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for such Securities) in accordance with this Article. 
 SECTION 1102. Election to Redeem; Notice to
Trustee. 
 The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as
contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be reasonably satisfactory to the Trustee in its sole discretion), notify the Trustee of such Redemption Date, of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
 SECTION 1103. Selection by Trustee of Securities to Be Redeemed. 
 If less than all the Securities of any series are to be
redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and in accordance with the procedures of the Depositary and which may
provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 
 The provisions of the two preceding
paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of
the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 
  

 -59- 








 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, and the amount of accrued interest, if
any, to the Redemption Date 
 (3) if less than all the Outstanding Securities of any series consisting of more than a single
Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series
consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed, 
 (4)
that on the Redemption Date the Redemption Price and such accrued interest, if any, will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, 

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, and 
 (6) that the redemption is for a sinking fund, if such is the case. 
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable. Such notice may indicate the CUSIP numbers of Securities to be redeemed but neither the Company nor the Trustee shall have any responsibility or liability for the
accuracy of any CUSIP number included in such notice. 
 SECTION 1105. Deposit of Redemption Price. 
 On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) any accrued interest on, all the Securities
which are to be redeemed on that date. 
  

 -60- 








 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 and accrued interest, if any, therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and such accrued interest) such Securities shall cease to bear interest (if
applicable). 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, if any, to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301, installments of interest on Securities whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and subject to 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 upon receipt
of a Company Order shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
 SECTION 1108. Optional
Redemption Due to Changes in Tax Treatment. 
 The Securities of each series may be redeemed at the option of the Company (or any person who
has been substituted for the Company pursuant to Section 802 of this Indenture), in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as provided in this Indenture at any time (except in the case of
Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Original
Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities) if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of The
Netherlands (or of any political subdivision or taxing authority thereof or therein) or, in the case of any Person who has been substituted for the Company pursuant to Section 802 of this Indenture, the jurisdiction of incorporation of such
Person (or of any political subdivision or taxing authority thereof or therein), or any change in the official 

  

 -61- 








 
application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or
amendment to, any treaty or treaties affecting taxation to which The Netherlands (or such other jurisdiction), or such political subdivision or taxing authority, is a party, which change, execution or amendment becomes effective on or after the date
specified for such series pursuant to Section 301(7) (or, in the case of any Person who has been substituted for the Company pursuant to Section 802 of this Indenture, the date of such substitution), the Company (or such Person) is or
would be required on the next succeeding Interest Payment Date to pay additional amounts with respect to the Securities as described in Section 203 or Section 301(20) and such payments cannot be avoided by the use of any reasonable
measures available to the Company. Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Company (or such Person) will deliver to the Trustee an Officers’ Certificate, stating that the Company (or such
Person) is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Company (or such Person) to redeem such Securities pursuant to this Section
have been satisfied. 
 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 any series except as otherwise specified as contemplated by Section 301 for such Securities. 

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

 SECTION 1202. Satisfaction of Sinking Fund Payments with Securities. 
 The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund
and the amount of such sinking fund payment shall be reduced accordingly. 
  

 -62- 








 SECTION 1203. Redemption of Securities for Sinking Fund. 
 Not less than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
 ARTICLE THIRTEEN 
 DEFEASANCE AND COVENANT DEFEASANCE 
 SECTION 1301. Option of Company to Effect Defeasance or Covenant Defeasance. 
 The Company may elect, at its option at any time prior to the authentication and delivery of any Security or series of Securities, to have Section 1302 or Section 1303 applied to such Security or series of
Securities, as the case may be, pursuant to Section 301. Upon compliance with the conditions set forth below in this Article, the Company may elect, at its option at any time, to discharge its obligations with respect to Securities to which
Section 1302 or 1303 apply. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. 
 SECTION 1302. Defeasance and Discharge. 
 Upon the exercise by the Company of its option (if any) under
this Section in respect of any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense and written direction of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as
more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the obligations of the Company with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, and with respect to the payment of Additional Amounts, if any, on such Securities as contemplated by Section 1004 (3) the rights, 

  

 -63- 








 
powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise
its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities. 
 SECTION 1303. Covenant Defeasance. 
 Upon exercise by either the Company of its option (if any) under
this Section in respect of any Securities or any series of Securities, as the case may be, (1) the Company shall be released from their obligations under Section 801(3), Sections 1006 through 1010, inclusive, and any covenants provided
pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such Securities, and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3), Sections 1006 through 1010,
inclusive, and any such covenants provided pursuant to Section 301(19), 901(2) or 901(7)) and 501(7) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 
 SECTION 1304. Conditions to Defeasance or Covenant Defeasance. 
 The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be: 
 (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments dedicated solely to, the benefits of the Holders of
such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (i) the principal of and any premium and interest on such Securities on the respective Stated Maturities, and
(ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable, in accordance with the terms of this Indenture and such Securities. As used herein,
“U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is 

  

 -64- 








 
pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the Company thereof, and (y) any
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) or trust company as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the
account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt. 
 (2) The Company shall have delivered to the Trustee an Opinion of Counsel stating
that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable U.S. Federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders or beneficial owners of such Securities will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit,
Defeasance and discharge to be effected with respect to such Securities and will be subject to U.S. Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and Discharge were
not to occur. 
 (3) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders or
beneficial owners of such Securities will not recognize gain or loss for U.S. Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to U.S. Federal income
tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur. 
 (4) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that such deposit, Defeasance and discharge, or such deposit and Covenant Defeasance, as the case may be, will not cause the
Holders or beneficial owners of such Securities, to recognize income, gain or loss for Netherlands tax purposes, and to the effect that all payments out of the trust fund will be made free and exempt from any and all withholding or other income
taxes of whatever nature of The Netherlands or any political subdivision or taxing authority thereof or therein, except in the case of Holders or beneficial owners who would have been subject to such taxes on income in respect of the Securities in
the absence of such deposit, Defeasance and discharge, or such deposit and Covenant Defeasance, as the case may be. 
 (5)
The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such
deposit. 
  

 -65- 








 (6) No event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after
the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 
 (7) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 
 (8) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other
agreement or instrument to which the Company is a party or by which it is bound. 
 (9) Such Defeasance or Covenant
Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

 (10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
 SECTION 1305. Deposited Money and U.S.
Government Obligations to Be Held in Trust; Miscellaneous Provisions. 
 Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and
interest, but money so held in trust need not be segregated from other funds except to the extent required by law. 
 The Company shall pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of Outstanding Securities. 
 Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities. 
  

 -66- 








 SECTION 1306. Reinstatement. 
 If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in
accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to
the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 
 This instrument may be
executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

 -67- 








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

	
	 KONINKLIJKE PHILIPS ELECTRONICS
 N.V.

	
	 By

	 By

	  
 DEUTSCHE BANK TRUST COMPANY
 AMERICAS, as Trustee

	  
 By: Deutsche Bank National Trust Company

	 By

	 By



  

 -68- 








 TABLE OF CONTENTS 
 ARTICLE ONE 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

					
	 	  	 	  	PAGE
	 Section 101.
	  	Definitions.	  	1
	 “Act”
	  	2
	 “Affiliate
	  	2
	 “Authenticating Agent
	  	2
	 “Board of Management
	  	2
	 “Board Resolution
	  	2
	 “Business Day”
	  	2
	 “Commission
	  	2
	 “Company
	  	2
	 “Company Request
	  	2
	 “Corporate Trust Office
	  	2
	 “corporation
	  	3
	 “Covenant Defeasance
	  	3
	 “Defaulted Interest
	  	3
	 “Defeasance
	  	3
	 “Depositary
	  	3
	 “Encumbrance
	  	3
	 “European Community
	  	3
	 “Event of Default
	  	3
	 “Exchange Act
	  	3
	 “Expiration Date
	  	3
	 “Global Security
	  	3
	 “Group Equity
	  	3
	 “Holder
	  	3
	 “Indenture
	  	3
	 “interest”
	  	4
	 “Interest Payment Date”
	  	4
	 “Investment Company Act
	  	4
	 “Maturity”
	  	4
	 “Notice of Default
	  	4
	 “Officers’ Certificate
	  	4
	 “Opinion of Counsel
	  	4
	 “Original Issue Discount Security
	  	4
	 “Outstanding”
	  	4
	 “Paying Agent
	  	5
	 “Person
	  	5
	 “Place of Payment”
	  	5
	 “Predecessor Security
	  	5

  

 -i- 









					
	 “Principal Property
	  	6
	 “Redemption Date”
	  	6
	 “Redemption Price”
	  	6
	 “Regular Record Date
	  	6
	 “Restricted Subsidiary
	  	6
	 “Secretary
	  	6
	 “Securities
	  	6
	 “Securities Act
	  	6
	 “Security Register
	  	6
	 “Special Record Date
	  	6
	 “Stated Maturity”
	  	6
	 “Subsidiary
	  	7
	 “Trust Indenture Act
	  	7
	 “Trustee
	  	7
	 “U.S. Government Obligation
	  	7
	Section 102.	  	Compliance Certificates and Opinions.	  	7
	Section 103.	  	Form of Documents Delivered to Trustee.	  	8
	Section 104.	  	Acts of Holders; Record Dates.	  	8
	Section 105.	  	Notices, Etc., to Trustee and Company.	  	10
	Section 106.	  	Notice to Holders; Waiver.	  	11
	Section 107.	  	Language of Notices, Etc.	  	11
	Section 108.	  	Conflict with Trust Indenture Act.	  	11
	Section 109.	  	Effect of Headings and Table of Contents.	  	12
	Section 110.	  	Successors and Assigns.	  	12
	Section 111.	  	Separability Clause.	  	12
	Section 112.	  	Benefits of Indenture.	  	12
	Section 113.	  	Governing Law.	  	12
	Section 114.	  	Saturdays, Sundays and Legal Holidays.	  	12
	Section 115.	  	Appointment of Agent for Service.	  	12
			
		  	ARTICLE TWO	  	
			
		  	SECURITY FORMS	  	
			
	Section 201.	  	Forms Generally.	  	13
	Section 202.	  	Form of Face of Security.	  	13
	Section 203.	  	Form of Reverse of Security.	  	15
	Section 204.	  	Form of Legend for Global Securities.	  	20
	Section 205.	  	Form of Trustee’s Certificate of Authentication.	  	21
			
		  	ARTICLE THREE	  	
			
		  	THE SECURITIES	  	
			
	Section 301.	  	Amount Unlimited; Issuable in Series.	  	21
	Section 302.	  	Denominations.	  	24
	Section 303.	  	Execution, Authentication, Delivery and Dating.	  	24

  

 -ii- 









					
	Section 304.	  	Temporary Securities.	  	25
	Section 305.	  	Registration, Registration of Transfer and Exchange.	  	26
	Section 306.	  	Mutilated, Destroyed, Lost and Stolen Securities.	  	27
	Section 307.	  	Payment of Interest; Interest Rights Preserved.	  	28
	Section 308.	  	Persons Deemed Owners.	  	29
	Section 309.	  	Cancellation.	  	29
	Section 310.	  	Computation of Interest.	  	30
			
		  	ARTICLE FOUR	  	
			
		  	SATISFACTION AND DISCHARGE	  	
			
	Section 401.	  	Satisfaction and Discharge of Indenture.	  	30
	Section 402.	  	Application of Trust Money.	  	31
			
		  	ARTICLE FIVE	  	
			
		  	REMEDIES	  	
			
	Section 501.	  	Events of Default.	  	31
	Section 502.	  	Acceleration of Maturity; Rescission and Annulment.	  	32
	Section 503.	  	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	34
	Section 504.	  	Trustee May File Proofs of Claim.	  	34
	Section 505.	  	Trustee May Enforce Claims Without Possession of Securities.	  	34
	Section 506.	  	Application of Money Collected.	  	35
	Section 507.	  	Limitation on Suits.	  	35
	Section 508.	  	Unconditional Right of Holders to Receive Principal, Premium and Interest.	  	36
	Section 509.	  	Restoration of Rights and Remedies.	  	36
	Section 510.	  	Rights and Remedies Cumulative.	  	36
	Section 511.	  	Delay or Omission Not Waiver.	  	36
	Section 512.	  	Control by Holders.	  	37
	Section 513.	  	Waiver of Past Defaults.	  	37
	Section 514.	  	Undertaking for Costs.	  	37
	Section 515.	  	Waiver of Usury, Stay or Extension Laws.	  	38
			
		  	ARTICLE SIX	  	
			
		  	THE TRUSTEE	  	
			
	Section 601.	  	Certain Duties and Responsibilities.	  	38
	Section 602.	  	Notice of Defaults.	  	39
	Section 603.	  	Certain Rights of Trustee.	  	39
	Section 604.	  	Not Responsible for Recitals or Issuance of Securities.	  	40
	Section 605.	  	May Hold Securities.	  	41
	Section 606.	  	Money Held in Trust.	  	41
	Section 607.	  	Compensation and Reimbursement.	  	41
	Section 608.	  	Conflicting Interests.	  	42

  

 -iii- 









					
	Section 609.	  	Corporate Trustee Required; Eligibility.	  	42
	Section 610.	  	Resignation and Removal; Appointment of Successor.	  	42
	Section 611.	  	Acceptance of Appointment by Successor.	  	44
	Section 612.	  	Merger, Conversion, Consolidation or Succession to Business.	  	45
	Section 613.	  	Preferential Collection of Claims Against Company.	  	45
	Section 614.	  	Appointment of Authenticating Agent.	  	45
	Section 615.	  	Patriot Act	  	47
			
		  	ARTICLE SEVEN	  	
			
		  	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	  	
			
	Section 701.	  	Company to Furnish Trustee Names and Addresses of Holders.	  	47
	Section 702.	  	Preservation of Information; Communications to Holders.	  	47
	Section 703.	  	Reports by Trustee.	  	48
	Section 704.	  	Reports by Company.	  	48
			
		  	ARTICLE EIGHT	  	
			
		  	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	  	
			
	Section 801.	  	Company May Consolidate, Etc., Only on Certain Terms.	  	48
	Section 802.	  	Successor Substituted.	  	49
			
		  	ARTICLE NINE	  	
			
		  	SUPPLEMENTAL INDENTURES	  	
			
	Section 901.	  	Supplemental Indentures Without Consent of Holders.	  	50
	Section 902.	  	Supplemental Indentures With Consent of Holders.	  	51
	Section 903.	  	Execution of Supplemental Indentures.	  	52
	Section 904.	  	Effect of Supplemental Indentures.	  	52
	Section 905.	  	Conformity with Trust Indenture Act.	  	52
	Section 906.	  	Reference in Securities to Supplemental Indentures.	  	52
			
		  	ARTICLE TEN	  	
			
		  	COVENANTS	  	
			
	Section 1001.	  	Payment of Principal, Premium and Interest.	  	53
	Section 1002.	  	Maintenance of Office or Agency.	  	53
	Section 1003.	  	Money for Securities Payments to Be Held in Trust.	  	53
	Section 1004.	  	Additional Amounts.	  	54
	Section 1005.	  	Statement by Officers as to Default.	  	55
	Section 1006.	  	Existence.	  	55
	Section 1007.	  	Maintenance of Properties.	  	55
	Section 1008.	  	Payment of Taxes and Other Claims.	  	56
	Section 1009.	  	Limitations on Liens.	  	56

  

 -iv- 









					
	Section 1010.	  	Limitation on Sales and Leasebacks.	  	58
	Section 1011.	  	Waiver of Certain Covenants.	  	58
			
		  	ARTICLE ELEVEN	  	
			
		  	REDEMPTION OF SECURITIES	  	
			
	Section 1101.	  	Applicability of Article.	  	59
	Section 1102.	  	Election to Redeem; Notice to Trustee.	  	59
	Section 1103.	  	Selection by Trustee of Securities to Be Redeemed.	  	59
	Section 1104.	  	Notice of Redemption.	  	60
	Section 1105.	  	Deposit of Redemption Price.	  	60
	Section 1106.	  	Securities Payable on Redemption Date.	  	61
	Section 1107.	  	Securities Redeemed in Part.	  	61
	Section 1108.	  	Optional Redemption Due to Changes in Tax Treatment.	  	61
			
		  	ARTICLE TWELVE	  	
			
		  	SINKING FUNDS	  	
			
	Section 1201.	  	Applicability of Article.	  	62
	Section 1202.	  	Satisfaction of Sinking Fund Payments with Securities.	  	62
	Section 1203.	  	Redemption of Securities for Sinking Fund.	  	63
			
		  	ARTICLE THIRTEEN	  	
			
		  	DEFEASANCE AND COVENANT DEFEASANCE	  	
			
	Section 1301.	  	Option of Company to Effect Defeasance or Covenant Defeasance.	  	63
	Section 1302.	  	Defeasance and Discharge.	  	63
	Section 1303.	  	Covenant Defeasance.	  	64
	Section 1304.	  	Conditions to Defeasance or Covenant Defeasance.	  	64
	Section 1305.	  	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.	  	66
	Section 1306.	  	Reinstatement.	  	67

  

 -v-