EX-4.1



 





EXHIBIT 4.1




 





INDENTURE




among




GLAXOSMITHKLINE PLC




as Issuer




and




LAW DEBENTURE TRUST COMPANY OF NEW YORK




as Trustee




Dated as of March 4, 2008




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE ONE

	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	5	 
	Section 1.03. Rules of Construction
	 	 	5	 
	 
	 	 	 	 
	ARTICLE TWO

	THE SECURITIES

	 
	 	 	 	 
	Section 2.01. Form of Securities
	 	 	5	 
	Section 2.02. Execution, Authentication, Delivery and Dating
	 	 	5	 
	Section 2.03. Amount Unlimited; Issuable in Series
	 	 	7	 
	Section 2.04. Denominations
	 	 	9	 
	Section 2.05. Registrar and Paying Agent; Agents Generally
	 	 	9	 
	Section 2.06. Paying Agent to Hold Money in Trust
	 	 	10	 
	Section 2.07. Transfer and Exchange
	 	 	11	 
	Section 2.08. Replacement Securities
	 	 	13	 
	Section 2.09. Outstanding Securities
	 	 	13	 
	Section 2.10. Temporary Securities
	 	 	14	 
	Section 2.11. Cancellation
	 	 	14	 
	Section 2.12. Persons Deemed Owners
	 	 	14	 
	Section 2.13. Payment of Interest; Defaulted Interest
	 	 	15	 
	Section 2.14. Computation of Interest
	 	 	15	 
	Section 2.15. Series May Include Tranches
	 	 	15	 
	Section 2.16. CUSIP and CINS Numbers
	 	 	16	 
	 
	 	 	 	 
	ARTICLE THREE

	REDEMPTION

	 
	 	 	 	 
	Section 3.01. Applicability of Article
	 	 	16	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	Section 3.02. Notice of Redemption; Partial Redemptions
	 	 	17	 
	Section 3.03. Payment of Securities Called for Redemption
	 	 	18	 
	Section 3.04. Exclusion of Certain Securities from Eligibility for Selection for
Redemption
	 	 	19	 
	Section 3.05. Mandatory and Optional Sinking Funds
	 	 	19	 
	 
	 	 	 	 
	ARTICLE FOUR

	COVENANTS

	 
	 	 	 	 
	Section 4.01. Payment of Securities
	 	 	21	 
	Section 4.02. Maintenance of Office or Agency
	 	 	22	 
	Section 4.03. Certificate to Trustee
	 	 	22	 
	Section 4.04. Limitation on Liens
	 	 	22	 
	Section 4.05. Payment of Additional Amounts
	 	 	23	 
	Section 4.06. Waiver of Certain Covenants
	 	 	25	 
	Section 4.07. Calculation of Original Issue Discount
	 	 	25	 
	Section 4.08. Reports by the Company
	 	 	25	 
	 
	 	 	 	 
	ARTICLE FIVE

	CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

	 
	 	 	 	 
	Section 5.01. When the Company May Merge, Etc
	 	 	26	 
	Section 5.02. Successor Company Substituted
	 	 	26	 
	Section 5.03. Substitution of Obligor
	 	 	27	 
	Section 5.04. Successor Obligor Substituted
	 	 	27	 
	 
	 	 	 	 
	ARTICLE SIX

	[RESERVED]

	 
	 	 	 	 
	ARTICLE SEVEN

	DEFAULT AND REMEDIES

	 
	 	 	 	 
	Section 7.01. Events of Default
	 	 	27	 






ii









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	Section 7.02. Acceleration
	 	 	28	 
	Section 7.03. Other Remedies
	 	 	30	 
	Section 7.04. Waiver of Past Defaults
	 	 	30	 
	Section 7.05. Control by Majority
	 	 	31	 
	Section 7.06. Limitation on Suits
	 	 	31	 
	Section 7.07. Rights of Holder to Receive Payment
	 	 	31	 
	Section 7.08. Collection Suit by Trustee
	 	 	32	 
	Section 7.09. Trustee May File Proofs of Claim
	 	 	32	 
	Section 7.10. Application of Proceeds
	 	 	32	 
	Section 7.11. Restoration of Rights and Remedies
	 	 	33	 
	Section 7.12. Undertaking for Costs
	 	 	33	 
	Section 7.13. Rights and Remedies Cumulative
	 	 	35	 
	Section 7.14. Delay or Omission Not Waiver
	 	 	34	 
	 
	 	 	 	 
	ARTICLE EIGHT

	TRUSTEE

	 
	 	 	 	 
	Section 8.01. General
	 	 	34	 
	Section 8.02. Certain Rights of Trustee
	 	 	34	 
	Section 8.03. Individual Rights of Trustee
	 	 	36	 
	Section 8.04. Trustee’s Disclaimer
	 	 	36	 
	Section 8.05. Notice of Default
	 	 	36	 
	Section 8.06. Reports by Trustee to Holders
	 	 	37	 
	Section 8.07. Compensation and Indemnity
	 	 	37	 
	Section 8.08. Replacement of Trustee
	 	 	38	 






iii









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	Section 8.09. Successor Trustee by Merger, Etc
	 	 	39	 
	Section 8.10. Eligibility
	 	 	39	 
	Section 8.11. Money Held in Trust
	 	 	39	 
	Section 8.12. Conflicting Interests
	 	 	39	 
	Section 8.13. Communication by Holders with Other Holders
	 	 	39	 
	 
	 	 	 	 
	ARTICLE NINE

	DISCHARGE OF INDENTURE; DEFEASANCE

	 
	 	 	 	 
	Section 9.01. Discharge; Defeasance within One Year of Payment
	 	 	39	 
	Section 9.02. Defeasance
	 	 	40	 
	Section 9.03. Covenant Defeasance
	 	 	41	 
	Section 9.04. Application of Trust Money
	 	 	42	 
	Section 9.05. Repayment to Company
	 	 	42	 
	 
	 	 	 	 
	ARTICLE TEN

	AMENDMENTS, SUPPLEMENTS AND WAIVERS

	 
	 	 	 	 
	Section 10.01. Without Consent of Holders
	 	 	43	 
	Section 10.02. With Consent of Holders
	 	 	44	 
	Section 10.03. Revocation and Effect of Consent
	 	 	45	 
	Section 10.04. Notation on or Exchange of Securities
	 	 	45	 
	Section 10.05. Trustee to Sign Amendments, Etc
	 	 	46	 
	Section 10.06. Conformity with Trust Indenture Act
	 	 	46	 
	 
	 	 	 	 
	ARTICLE ELEVEN

	MISCELLANEOUS

	 
	 	 	 	 
	Section 11.01. Trust Indenture Act of 1939
	 	 	46	 
	Section 11.02. Notices
	 	 	46	 
	Section 11.03. Certificate and Opinion as to Conditions Precedent
	 	 	47	 






iv









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	 
	Section 11.04. Statements Required in Certificate or Opinion
	 	 	48	 
	Section 11.05. Evidence of Ownership
	 	 	48	 
	Section 11.06. Rules by Trustee, Paying Agent or Registrar
	 	 	48	 
	Section 11.07. Payment Date other than a Business Day
	 	 	48	 
	Section 11.08. Governing Law; Waiver of Jury Trial
	 	 	48	 
	Section 11.09. No Adverse Interpretation of Other Agreements
	 	 	49	 
	Section 11.10. Successors
	 	 	49	 
	Section 11.11. Duplicate Originals
	 	 	49	 
	Section 11.12. Separability
	 	 	49	 
	Section 11.13. Table of Contents, Headings, Etc.
	 	 	49	 
	Section 11.14. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability
	 	 	49	 
	Section 11.15. Judgment Currency
	 	 	49	 






 v 




 









 




CROSS
REFERENCE TABLE



	 	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	310	(a)(1)	 	 	8.10	 
	 	(a)(2)	 	 	8.10	 
	 	(a)(3)	 	Not Applicable	 
	 	(a)(4)	 	Not Applicable	 
	 	(a)(5)	 	 	8.10	 
	 	(b)	 	 	8.03, 8.12	 
	 	(c)	 	Not Applicable	 
	311	(a)	 	 	8.03	 
	 	(b)	 	 	8.03	 
	 	(c)	 	Not Applicable	 
	312	(a)	 	 	2.05	 
	 	(b)	 	 	8.13	 
	 	(c)	 	 	8.13	 
	313	(a)	 	 	8.06	 
	 	(b)(1)	 	Not Applicable	 
	 	(b)(2)	 	 	8.06	 
	 	(c)	 	 	8.06	 
	 	(d)	 	 	8.06	 
	314	(a)(1)	 	 	4.08	 
	 	(a)(2)	 	 	4.08	 
	 	(a)(3)	 	 	4.08	 
	 	(a)(4)	 	 	4.03	 
	 	(b)	 	Not Applicable	 
	 	(c)(1)	 	 	11.03	 
	 	(c)(2)	 	 	11.03	 
	 	(c)(3)	 	Not Applicable	 
	 	(d)	 	Not Applicable	 
	 	(e)	 	 	11.04	 
	315	(a)(1)	 	 	8.01	 
	 	(a)(2)	 	 	8.02	 
	 	(b)	 	 	8.05	 
	 	(c)	 	 	8.01	 
	 	(d)	 	 	8.01	 
	 	(e)	 	 	7.12	 
	316	(a)(1)(A)	 	 	7.05	 
	 	(a)(1)(B)	 	 	7.04	 
	 	(a)(2)	 	Not Applicable	 
	 	(a)(last sentence)	 	 	2.09	 
	 	(b)	 	 	7.07	 
	 	(c)	 	Not Applicable	 
	317	(a)(1)	 	 	7.08	 
	 	(a)(2)	 	 	7.09	 
	 	(b)	 	 	2.06	 
	318	(a)	 	 	1.02	 








 




			
	Note:	 	This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the
Indenture.





     Section 318(c) of the Trust Indenture Act provides that the provisions of Sections 310 to and
including 317 of the Trust Indenture Act are a part of and govern every qualified indenture,
whether or not physically contained therein.



 vi 




 









 





          INDENTURE dated as of March 4, 2008, between GlaxoSmithKline plc, a public limited company
incorporated under the laws of England and Wales (the “Company”), and Law Debenture Trust
Company of New York, a trust company duly organized and existing under the laws of the State of New
York, as trustee (the “Trustee”).




RECITALS




          WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debt securities (the “Securities”), which
are to be issued in one or more series up to such principal amount or amounts as may from time to
time be authorized in accordance with the terms of this Indenture; and




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




          NOW, THEREFORE:




          In consideration of the premises and the purchase of the Securities by the holders thereof,
the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of
the respective holders from time to time of the Securities or of any and all series thereof as
follows:




ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE




          Section 1.01. Definitions.




          “Additional Amounts” has the meaning specified in Section 4.05.




          “Agent” means any Registrar, Paying Agent, transfer agent or Authenticating Agent.




          “Authenticating Agent” has the meaning specified in Section 2.02.




          “Board Resolution” means one or more resolutions of the board of directors of the
Company or any authorized committee of the Company, certified by the secretary or an assistant or
deputy secretary of the Company to have been duly adopted and to be in full force and effect on the
date of certification, and delivered to the Trustee.




          “Business Day” means, with respect to any Security, unless otherwise specified, any
day that is not a Saturday, a Sunday or a day on which banking institutions are authorized or
required by law, regulation or executive order to be closed, in the City of New York or the city
(or in any of the cities, if more than one) in which amounts are payable, as specified in the form
of such Security.




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



 









 







Indenture such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.



          “Company” means the party named as such in the first paragraph of this Indenture until
a successor replaces it pursuant to Article Five of this Indenture and thereafter means the
successor.




          “Corporate Trust Office” means the principal office of the Trustee in the Borough of
Manhattan, The City of New York, New York at which at any particular time its corporate trust
business shall be administered, which office as of the date hereof is located at 400 Madison
Avenue, 4th Floor, New York, New York 10017, Attention: Corporate Trust Manager.




          “Default” means any event that is, or after notice or passage of time or both would
be, an Event of Default.




          “Depositary” means, with respect to the Securities of any series issuable or issued in
the form of one or more Global Securities, the Person designated as Depositary by the Company
pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each
Person who is then a Depositary hereunder, and if at any time there is more than one such Person,
“Depositary” as used with respect to the Securities of any such series shall mean the Depositary
with respect to the Global Securities of that series.




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




          “Event of Default” has the meaning specified in Section 7.01.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder by the Commission.




          “Global Security” means a Security evidencing all or a part of a series of Securities,
issued to the Depositary for such series in accordance with Section 2.02, and bearing the legend
prescribed in Section 2.02.




          “Holder” means the registered holder of any Security.




          “Indenture” means this Indenture as originally executed or as it may be amended or
supplemented from time to time by one or more indentures supplemental to this Indenture entered
into pursuant to the applicable provisions of this Indenture and shall include the forms and terms
of the Securities of each series established as contemplated pursuant to Sections 2.01 and 2.03.




          “Officer” means, with respect to the Company, any director or officer thereof,
including the Company secretary.




2









 








          “Officer’s Certificate” means a certificate executed by any Officer of the Company
complying with Section 11.04 and delivered to the Trustee. Each such certificate shall comply with
Section 314 of the Trust Indenture Act and include (except as otherwise expressly provided in this
Indenture) the statements provided in Section 11.04.




          “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an
employee of or counsel to the Company, satisfactory to the Trustee and complying with Section
11.04. Each such opinion shall comply with Section 314 of the Trust Indenture Act and include the
statements provided in Section 11.04, if and to the extent required thereby.




          “Original Issue Discount Security” means any Security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Section 7.02.




          “Paying Agent” has the meaning specified in Section 2.05.




          “Periodic Offering” means an offering of Securities of a series from time to time, the
specific terms of which Securities, including, without limitation, the rate or rates of interest,
if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company or its agents upon the issuance of such
Securities.




          “Person” means an individual, a corporation, a partnership, a limited liability
company, an association, a trust or any other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.




          “Principal” of a Security means the principal amount of, and, unless the context
indicates otherwise, includes any premium payable on, such Security.




          “Record Date” has the meaning specified in Section 2.13.




          “Registrar” has the meaning specified in Section 2.05.




          “Relevant Indebtedness” means any indebtedness of the Company and any Subsidiary that:





     (i) is in the form of or represented by bonds, notes, loan stock, depositary receipts
or other securities issued (otherwise than to constitute or represent advances made by banks
or other lending institutions);




     (ii) is denominated in, or confers any right of payment by reference to, any currency
other than the currency of the country in which the issuer of the indebtedness has its
principal place of business, or is denominated in or by reference to the currency of such
country but more than 20% of which is placed or offered for subscription or sale by or on
behalf of, or by agreement with, the issuer outside such country; and



3









 






     (iii) at its date of issue is, or is intended by the issuer to become, quoted, listed,
traded or dealt in on any stock exchange, over-the-counter market or other securities
market.



          “Responsible Officer,” when used with respect to the Trustee, means any senior vice
president, vice president, assistant vice president, assistant secretary, assistant treasurer,
trust officer, assistant trust officer or any other officer of the Trustee to whom such matter is
referred because of his or her knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.




          “Securities” means any of the securities, as defined in the first paragraph of the
recitals hereof, that are authenticated and delivered under this Indenture and, unless the context
indicates otherwise, shall include any coupon appertaining thereto.




          “Security Register” has the meaning specified in Section 2.05.




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




          “Trustee” means the party named as such in the first paragraph of this Indenture until
a successor replaces it in accordance with the provisions of Article Eight and thereafter means
such successor.




          “Trust Indenture Act” means the Trust Indenture Act of 1939, as it may be amended from
time to time.




          “U.S. Government Obligations” means securities that are (i) direct obligations of the
United States of America for the payment of which its full faith and credit is pledged or
(ii) obligations of 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, and shall also include a depositary receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the account of the
holder of a depositary receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S. Government Obligation or
the specific payment of interest on or principal of the U.S. Government Obligation evidenced by
such depositary receipt.




          “Yield to Maturity” means, as the context may require, the yield to maturity (i) on a
series of Securities or (ii) if the Securities of a series are issuable from time to time, on a
Security of such series, calculated at the time of issuance of such series in the case of clause
(i) or at the time of issuance of such Security of such series in the case of clause (ii), or, if
applicable, at the most recent redetermination of interest on such series or on such Security, and



4









 







calculated in accordance with the constant interest method or such other accepted financial
practice as is specified in the terms of such Security.



          Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by
reference in and made a part of this Indenture. All terms used in this Indenture that are defined
by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or
defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to
them therein. If any provision of this Indenture limits, qualifies or conflicts with another
provision hereof that is required to be included in this Indenture by any of the provisions of the
Trust Indenture Act, such required provision shall control.




          Section 1.03. Rules of Construction. Unless the context otherwise requires:




          (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards
Board or such other generally accepted accounting principles under which the Company may in the
future prepare its financial statements;




          (b) words in the singular include the plural, and words in the plural include the singular;




          (c) “herein,” “hereof” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision;




          (d) all references to Sections or Articles refer to Sections or Articles of this Indenture
unless otherwise indicated.




ARTICLE TWO

THE SECURITIES




          Section 2.01. Form of Securities. The Securities of each series shall be
substantially in such form or forms (not inconsistent with this Indenture) as shall be established
by or pursuant to one or more Board Resolutions of the Company 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 imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of
this Indenture, as may be required to comply with any law, or with any rules of any securities
exchange or usage, all as may be determined by the Officers executing such Securities as evidenced
by their execution of the Securities.




          Section 2.02. Execution, Authentication, Delivery and Dating. The Securities shall be
executed by an Officer of the Company by facsimile or manual signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Security is authenticated,
the Security shall nevertheless be valid.




          The Trustee may appoint an authenticating agent acceptable to the Company (the
“Authenticating Agent”) to authenticate Securities. The Authenticating Agent may
authenticate



5









 







Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating Agent.



          A Security shall not be valid until the Trustee or Authenticating Agent manually signs the
certificate of authentication on the Security. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.




          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 written request for the authentication and delivery of such
Securities and the applicable documents referred to below in this Section 2.02, and the Trustee
shall thereupon authenticate and deliver such Securities. In authenticating such Securities, the
Trustee shall be entitled to receive and shall be fully protected in relying upon:




          (a) any Board Resolution of the Company and/or executed supplemental indenture referred to in
Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series
were established;




          (b) an Officer’s Certificate of the Company certifying as to the form or forms and terms of
the Securities of that series and stating that the form or forms and terms of such Securities have
been, or will be when established in accordance with such procedures as shall be referred to
therein, established in compliance with this Indenture; and




          (c) an Opinion of Counsel to the Company substantially to the effect that the Securities of
that series have been duly authorized and, when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the
date of such opinion, will be entitled to the benefits of the Indenture and will be valid and
binding obligations of the Company, enforceable against the Company in accordance with their terms,
subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws
affecting creditors’ rights generally, general principles of equity, and such other matters as
shall be specified therein.




          Notwithstanding the provisions of the preceding paragraph, if not all Securities of any series
are to be issued at one time, it shall not be necessary to deliver an Officer’s Certificate or an
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs at the time of
issuance of each Security of such series, but such certificate and opinion, with appropriate
modifications to cover such future issuances, shall be delivered at or before the time of issuance
of the first Security of such series.




          Each Security shall be dated the date of its authentication.




          If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a
portion thereof are to be issued in the form of one or more Global Securities, then the Company
shall execute, and the Trustee shall authenticate and deliver, one or more Global Securities that
(i) shall represent and shall be denominated in an amount equal to the aggregate principal amount
of all of the Securities of such series issued in such form and not yet canceled,
(ii) shall be registered in the name of the Depositary for such Global Security or Securities
or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or
its



6









 







custodian or pursuant to such Depositary’s instructions, and (iv) shall bear a legend
substantially to the following effect:



“Unless and until it is exchanged in whole or in part for Securities
in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor
Depositary.”




          Section 2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of
Securities that may be authenticated and delivered under this Indenture is unlimited.




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution of the Company or one or more indentures supplemental hereto, prior to the
initial issuance of Securities of any series, any or all of the following, as applicable:




          (a) the title of the Securities of the series, which shall distinguish the Securities of that
series from the Securities of all other series;




          (b) the aggregate principal amount of the Securities of the series to be authenticated and
delivered under this Indenture and any limitation on the ability of the Company to increase such
aggregate principal amount after the initial issuance of the Securities of that series (except for
Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in
lieu of, or upon redemption of, other Securities of that series pursuant hereto);




          (c) the date or dates on which the Principal of the Securities of the series shall be payable;




          (d) the percentage of the aggregate principal amount of the Securities of the series at which
the Securities shall be issued and whether the Securities will be Original Issue Discount
Securities and any special tax considerations relating thereto;




          (e) (i) the rate or rates (which may be fixed or variable) per annum at which the Securities
of the series shall bear interest, if any, (ii) the date or dates from which such interest shall
accrue, on which such interest shall be payable and on which a record shall be taken for the
determination of Holders to whom interest is payable, and/or (iii) the method by which such rate or
rates or date or dates shall be determined;




          (f) if other than as provided in Section 4.02, the place or places where (i) the Principal of,
interest on and any Additional Amounts in respect of Securities of the series shall be payable,
(ii) any Securities of the series may be surrendered for transfer or exchange, and
(iii) notices or demands to or upon the Company in respect of the Securities of the series and
this Indenture may be served;



7









 







          (g) the right, if any, of the Company to redeem Securities of the series, in whole or in part,
at its option and the period or periods within which, the price or prices at which and any terms
and conditions upon which Securities of that series may be so redeemed, pursuant to any sinking
fund or otherwise;




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




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




          (j) if other than the entire principal amount thereof, the portion of the principal amount of
Securities of the series that shall be payable upon declaration of acceleration of the maturity
thereof;




          (k) if other than Dollars, the currency or currencies in which payment of the Principal of or
interest on or any Additional Amounts in respect of Securities of the series shall be payable or in
which Securities of that series shall be denominated, and any other terms and conditions relating
thereto;




          (l) if other than the currency in which the Securities of the series are denominated, the
currency in which payment of the Principal of or interest on the Securities of the series shall be
payable or if the amount of payments of Principal of and/or interest on the Securities of that
series may be determined with reference to an index based on a currency other than that in which
the Securities of the series are denominated, the manner in which such amounts shall be determined;




          (m) if payment of the Principal of and interest on the Securities of the series shall be
payable in currency or currencies other than Dollars, the manner in which any such currency shall
be valued against other currencies in which any other Securities shall be payable;




          (n) whether and under what circumstances the Company will pay Additional Amounts on the
Securities of the series in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Company will have the option to redeem such Securities rather than
pay such Additional Amounts;




          (o) if the Securities of the series are to be issuable in definitive form (whether upon
original issue or upon exchange of a temporary Security of that series) only upon receipt of
certain certificates or other documents or satisfaction of other conditions, the form and terms of
such certificates, documents or conditions;




          (p) any trustees, depositaries, Authenticating Agents, Paying Agents, transfer agents or the
Registrar or any other Agents with respect to the Securities of the series;




8









 








          (q) provisions, if any, for the defeasance of the Securities of the series (including
provisions permitting defeasance of less than all Securities of the series), which provisions may
be in addition to, in substitution for or in modification of (or any combination of the foregoing)
the provisions of Article Nine;




          (r) if the Securities of the series are issuable in whole or in part as one or more Global
Securities, the identity of the Depositary for such Global Security or Securities;




          (s) any deletions from, modifications of or additions to the Events of Default or covenants
with respect to the Securities of the series; and




          (t) any other terms of the Securities of the series (which terms shall not be inconsistent
with the provisions of this Indenture).




          All Securities of any one series shall be substantially identical, except as to date and
denomination, except in the case of any Periodic Offering and except as may otherwise be provided
by or pursuant to the Board Resolution referred to above or as set forth in any indenture
supplemental hereto. All Securities of any one series need not be issued at the same time and may
be issued from time to time, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution or in any such indenture supplemental hereto, and any forms and
terms of Securities to be issued from time to time may be completed and established from time to
time prior to the issuance thereof by procedures described in such Board Resolution or supplemental
indenture.




          Section 2.04. Denominations. The Securities of each series shall be issuable in
denominations established as contemplated by Section 2.03. With respect to Securities of any
series denominated in Dollars, in the absence of any such provisions with respect to Securities of
such series, Securities of such series, other than Securities issued in global form (which may be
of any denomination), shall be issuable in denominations of $1,000 and any integral multiple
thereof.




          The Securities of each series shall be numbered, lettered or otherwise distinguished in such
manner as the Officer of the Company executing the same may determine, as evidenced by his or her
execution thereof.




          Section 2.05. Registrar and Paying Agent; Agents Generally. The Company shall
maintain an office or agency where Securities may be presented for registration, registration of
transfer or exchange (the “Registrar”) and the Company shall maintain an office or agency
where Securities may be presented for payment (the “Paying Agent”), which in each case
shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar
to keep a register of the Securities and of their registration, transfer and exchange and the name
and address of each of the Holders (the “Security Register”). The Company may have one or
more additional Paying Agents or transfer agents with respect to any series.




          The Company shall enter into an appropriate agency agreement with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this Indenture and the
Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the
Trustee of the name and address of any Agent and any change in the name



9









 







or address of an Agent. If
the Company fails to maintain a Registrar or if the Company fails to maintain a Paying Agent, the
Trustee shall act as Registrar and Paying Agent. The Company may remove any Agent appointed by it
upon written notice to such Agent and the Trustee; provided that no such removal shall
become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as
evidenced by an appropriate agency agreement entered into by the Company and such successor Agent
and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as
such Agent until the appointment of a successor Agent in accordance with clause (i) of this
proviso. The Company or any of its affiliates may act as Paying Agent or Registrar;
provided that neither the Company nor any such affiliate shall act as Paying Agent in
connection with the defeasance of the Securities or the discharge of this Indenture under Article
Nine.



          The Company initially appoints the Trustee as Registrar and Authenticating Agent, and the
Company initially appoints the Trustee as Paying Agent. If, at any time, the Trustee is not the
Registrar, the Registrar shall make available to the Trustee 10 days prior to each interest payment
date and at such other times as the Trustee may reasonably request the names and addresses of the
Holders as they appear in the Security Register.




          Section 2.06. Paying Agent to Hold Money in Trust. Not later than 10:00 a.m., New
York City time, on each due date of any Principal or interest on any Securities, the Company shall
deposit with the Paying Agent money in immediately available funds sufficient to pay such Principal
or interest. The Company shall require each Paying Agent other than the Trustee to agree in
writing that such Paying Agent shall hold in trust for the benefit of the Holders of such
Securities or the Trustee all money held by the Paying Agent for the payment of Principal of and
interest on such Securities and shall promptly notify the Trustee in writing of any default in
making any such payment. The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during
the continuance of any payment default, upon written request to a Paying Agent, require such Paying
Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon
doing so, the Paying Agent shall have no further liability for the money so paid over to the
Trustee. If the Company or any of its affiliates acts as Paying Agent, it will, on or before each
due date of any Principal of or interest on any Securities, segregate and hold in a separate trust
fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or
interest so becoming due until such sum of money shall be paid to such Holders or otherwise
disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its
action or failure to act as required by this Section.




          The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance
with any restrictions on transfer imposed under this Indenture or under applicable law with respect
to any transfer of any interest in any Security (including any transfers between or among
Depositary participants or beneficial owners of interests in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are expressly required
by, and to do so if and when expressly required by the terms of, this Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements
hereof.



10









 







          Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not
taken by the Depositary.




          Section 2.07. Transfer and Exchange. Upon surrender for registration of transfer of
any Security of any series at any agency of the Company maintained for such purpose in accordance
with Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities of the same
series, of any authorized denominations and of a like aggregate principal amount.




          At the option of the Holder thereof, Securities of any series (other than a Global Security,
except as set forth below) may be exchanged for a Security or Securities of such series and tenor
having authorized denominations and an equal aggregate principal amount, upon surrender of such
Securities to be exchanged at the agency of the Company maintained for such purpose in accordance
with Section 2.05. Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the
exchange is entitled to receive.




          All Securities presented for registration of transfer, exchange, redemption or payment shall
be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Trustee duly executed by the Holder or his or her attorney duly
authorized in writing.




          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 exchange or registration of transfer of
Securities. No service charge shall be made for any such transaction.




          Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in
whole or in part for Securities in definitive registered form, a Global Security representing all
or a portion of the Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to
a successor Depositary for such series or a nominee of such successor Depositary.




          If at any time the Depositary for any Global Securities of any series notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Securities or if at any
time the Depositary for such Global Securities shall no longer be eligible under applicable law to
act as Depositary, the Company shall appoint a successor Depositary eligible under applicable law
with respect to such Global Securities. If:





     (i) a successor Depositary eligible under applicable law for such Global Securities is
not appointed by the Company within 90 days after the Company receives such notice or
becomes aware of such ineligibility;




     (ii) an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of Securities
represented by such Global Securities advise the Depositary to cease acting as depositary
for such Global Securities; or



11









 






     (iii) the Company, in its sole discretion, determines at any time that any Securities
of any series issued or issuable in the form of one or more Global Securities shall no
longer be represented by such Global Securities;



then the Company will execute, and the Trustee, upon receipt of the Company’s order for the
authentication and delivery of definitive Securities of such series and tenor, will authenticate
and make available for delivery Securities of such series and tenor, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of such Global
Securities in exchange for such Global Securities.




          Any time the Securities of any series are not in the form of Global Securities pursuant to the
preceding paragraph, the Company agrees to supply the Trustee with a reasonable supply of
certificated Securities, without the legend required by Section 2.02, and the Trustee agrees to
hold such Securities in safekeeping until authenticated and delivered pursuant to the terms of this
Indenture.




          If established by the Company pursuant to Section 2.03 with respect to any Global Security,
the Depositary for such Global Security may surrender such Global Security in exchange in whole or
in part for Securities of the same series and tenor in definitive form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the
Trustee shall authenticate and deliver, without service charge,





     (i) to the Person specified by such Depositary new Securities of the same series and
tenor, of any authorized denominations as requested by such Person, in an aggregate
principal amount equal to and in exchange for such Person’s beneficial interest in the
Global Security; and




     (ii) to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global Security and the
aggregate principal amount of Securities authenticated and delivered pursuant to clause (i)
above.



          Securities issued in exchange for a Global Security pursuant to this Section 2.07 shall be
registered in such names and in such authorized denominations as the Depositary for such Global
Security, pursuant to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such
agent shall deliver such Securities to or as directed in writing by the Persons in whose names such
Securities are so registered.




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




          The Registrar shall not be required (i) to issue, register the transfer of or exchange
Securities of any series if such Securities may be among those selected for redemption during a
period beginning 15 days before the selection of Securities to be redeemed and ending on the day of
mailing of the relevant notice of redemption, (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of any Security to be



12









 





redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer
of or exchange any Security that has been surrendered for repayment at the option of the Holder,
except the portion, if any, of such Security not to be so repaid.



          Section 2.08. Replacement Securities. If a defaced or mutilated Security of any
series is surrendered to the Trustee or if a Holder claims that its Security of any series has been
lost, destroyed or wrongfully taken and presents to the Trustee, the Company and any Agent evidence
to their satisfaction of the loss, destruction or wrongful taking of such Security, the Company
shall issue and the Trustee shall authenticate a replacement Security of such series and tenor and
principal amount bearing a number not contemporaneously outstanding. An indemnity bond must be
furnished that is sufficient in the judgment of the Trustee and the Company to protect the Trustee,
the Company and any Agent from any loss that any of them may suffer if a Security is replaced. The
Company may charge such Holder for its expenses and the expenses of the Trustee (including without
limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated,
defaced, lost, destroyed or wrongfully taken Security has become or is about to become due and
payable, the Company in its discretion may pay such Security instead of issuing a new Security in
replacement thereof.




          Every replacement Security is an additional obligation of the Company and shall be entitled to
the benefits of this Indenture equally and proportionately with any and all other Securities of
such series duly authenticated and delivered hereunder.




          To the extent permitted by law, the foregoing provisions of this Section are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities.




          Section 2.09. Outstanding Securities. Securities outstanding at any time are all
Securities that have been authenticated by the Trustee except for those Securities it has canceled,
those Securities delivered to it for cancellation, those paid pursuant to Section 2.08 and those
Securities described in this Section as not outstanding.




          If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and
until the Trustee and the Company receive proof satisfactory to them that the replaced Security is
held by a Holder in due course.




          If the Paying Agent (other than the Company or any of its affiliates) holds on the maturity
date or any redemption date or date for repurchase of the Securities money sufficient to pay
Securities payable or to be redeemed or repurchased on such date, then on and after such date such
Securities shall cease to be outstanding and interest on them shall cease to accrue.




          A Security does not cease to be outstanding because the Company or one of its affiliates holds
such Security, provided, however, that, in determining whether the Holders of the
requisite principal amount of the outstanding Securities shall have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or
any of its affiliates shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities as to which a Responsible



13









 





Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any
Securities so owned which are pledged by the Company or any of its affiliates as security for loans
or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to
be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is
free to exercise in its discretion the right to vote such Securities, uncontrolled by the Company
or any such affiliate.



          Section 2.10. Temporary Securities. Until definitive Securities of any series are
ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities
of such series. Temporary Securities of any series shall be substantially in the form of
definitive Securities of such series, but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers of the Company executing the temporary
Securities, as evidenced by their execution of such temporary Securities. If temporary Securities
of any series are issued, the Company will cause definitive Securities of such series to be
prepared without unreasonable delay. After the preparation of definitive Securities of any series,
the temporary Securities of such series shall be exchangeable for definitive Securities of such
series and tenor upon surrender of such temporary Securities at the office or agency of the Company
designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of such series and tenor and authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits
under this Indenture as definitive Securities of such series.




          Section 2.11. Cancellation. The Company at any time may 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 for cancellation any
Securities previously authenticated hereunder which the Company has not issued and sold. The
Registrar, any transfer agent and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment or cancellation and shall deliver such canceled
Securities to the Company. The Company may not issue new Securities to replace Securities it has
paid in full or delivered to the Trustee for cancellation, except as expressly permitted by this
Indenture.




          Section 2.12. 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 (subject to Section 2.13) 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.




          None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.




14









 








          Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall
prevent the Company, the Trustee, or any agent of the Company or the Trustee, from giving effect to
any written certification, proxy or other authorization furnished by any Depositary, as a Holder,
with respect to such Global Security or impair, as between such Depositary and owners of beneficial
interests in such Global Security, the operation of customary practices governing the exercise of
the rights of such Depositary (or its nominee) as Holder of such Global Security.




          Section 2.13. Payment of Interest; Defaulted Interest. (a)  The Securities of each
series shall bear interest, if any, from the date, and such interest shall be payable on the dates,
established as contemplated by Section 2.03. The Person in whose name any Security of any series
is registered at the close of business on any Record Date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to receive the interest, if
any, payable on such interest payment date notwithstanding any transfer or exchange of such
Security subsequent to the Record Date and prior to such interest payment date, except if and to
the extent the Company shall default in the payment of the interest due on such interest payment
date for such series, in which case the provisions of Section 2.13(b) shall apply. The term
“Record Date” as used with respect to any interest payment date (except a date for payment
of defaulted interest) for the Securities of any series shall mean the date specified as such in
the terms of the Securities of such series established as contemplated by Section 2.03, or, if no
such date is so established, the 15th day next preceding such interest payment date,
whether or not such Record Date is a Business Day.




          (a) If the Company defaults in a payment of interest on the Securities, it shall pay, or shall
deposit with the Paying Agent money in immediately available funds sufficient to pay, the defaulted
interest plus (to the extent lawful) any interest payable on the defaulted interest (as may be
specified in the terms thereof, established pursuant to Section 2.03) to the Persons who are
Holders on a subsequent special record date, which shall mean the 15th day next
preceding the date fixed by the Company for the payment of defaulted interest, whether or not such
day is a Business Day. At least 15 days before such special record date, the Company shall mail to
each Holder and to the Trustee a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.




          Section 2.14. Computation of Interest. Except as otherwise specified pursuant to
Section 2.03 for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.




          Section 2.15. Series May Include Tranches. A series of Securities may include one or
more tranches of Securities, including Securities issued in a Periodic Offering. The Securities of
different tranches may have one or more different terms, including authentication dates and public
offering prices, but all the Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any other provision of this Indenture, with respect to Sections 2.02 (other
than the fourth paragraph thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 7.01
through 7.14, 9.01 through 9.05 and 10.02, if any series of Securities includes more than one
tranche, all provisions of such Sections applicable to any series of Securities shall be deemed
equally applicable to each tranche of any series of Securities in the same manner as though
originally designated a series unless



15









 







otherwise provided with respect to such series or tranche
pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding
sentence, any of the provisions of such Sections which provide for or permit action to be taken
with respect to a series of Securities shall also be deemed to provide for and permit such action
to be taken instead only with respect to Securities of one or more tranches within that series (and
such provisions shall be deemed satisfied thereby), even if no comparable action is taken with
respect to Securities in the remaining tranches of that series.



          Section 2.16. CUSIP and CINS Numbers. The Company in issuing the Securities may use
CUSIP and CINS numbers (if then generally in use), and the Trustee shall use CUSIP numbers or CINS
numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders and
no representation shall be made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of redemption or exchange. The Company will promptly
notify the Trustee in writing of any change in the CUSIP or CINS numbers.




ARTICLE THREE

REDEMPTION




          Section 3.01. Applicability of Article. Securities of any series that are redeemable
before their maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.03 for Securities of any series) in accordance with this
Article Three. The provisions of this Article Three shall be applicable to the Securities of any
series, in whole but not in part, if, with respect to such series:




          (a) the Company determines that, as a result of any change in or amendment to the laws or any
regulations or rulings promulgated thereunder of the United Kingdom (or of any political
subdivision or taxing authority thereof) or the United States (or of any political subdivision or
taxing authority thereof), or any change in the application or official interpretation of such
laws, regulations or rulings, or any change in the application or official interpretation of, or
any execution of or amendment to, any treaty or treaties affecting taxation to which any such
jurisdiction is a party, which change, execution or amendment becomes effective on or after the
issue date or such other date specified in the Securities of such series,




          (i) the Company would be required to pay Additional Amounts (as defined in Section 4.05) with
respect to such series of Securities on the next succeeding interest payment date and the payment
of such Additional Amounts cannot be avoided by the use of reasonable measures available to the
Company, or




          (ii) withholding tax has been or would be required to be withheld with respect to interest
income received or receivable by the Company directly from any affiliate and such
withholding tax obligation cannot be avoided by the use of reasonable measures available to
the Company (or any affiliate); or




          (b) the Company determines, based upon an opinion of independent counsel of recognized
standing that, as a result of any action taken by any legislative body of, taxing authority of, or
any action brought in a court of competent jurisdiction in, the United Kingdom



16









 







(or any political
subdivision or taxing authority thereof) or the United States (or any political subdivision or
taxing authority thereof) (whether or not such action was taken or brought with respect to the
Company), which action is taken or brought on or after the issue date or such other date specified
in the Securities of such series, there is a substantial probability that the circumstances
described in Subsection (a) above would exist; provided, however, that no such
notice of redemption may be given earlier than 90 days prior to the earliest date on which the
Company would be obligated to pay such Additional Amounts. The Company will also pay to each
Holder, or make available for payment to each such Holder, on the redemption date any Additional
Amounts resulting from the payment of such redemption price.



          Section 3.02. Notice of Redemption; Partial Redemptions. Prior to the delivery of any
notice of redemption, the Company will deliver to the Trustee an Officer’s Certificate stating that
the Company is entitled to effect a redemption and setting forth a statement of facts showing that
the conditions precedent of the right so to redeem have occurred. Any notice of redemption will be
irrevocable once the Company delivers it to the Trustee.




          Notice of redemption to the Holders of Securities of any series to be redeemed as a whole or
in part at the option of the Company shall be given by mailing notice of such redemption by first
class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to such Holders of Securities of such series at their last addresses as they shall
appear upon the Security Register of the Company. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not the Holder receives
the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any
Security of a series designated for redemption as a whole or in part, shall not affect the validity
of the proceedings for the redemption of any other Security of such series.




          The notice of redemption to each such Holder shall state:




          (a) the principal amount of each Security of such series held by such Holder to be redeemed;




          (b) the CUSIP or CINS numbers, as the case may be, of the Securities to be redeemed;




          (c) the date fixed for redemption;




          (d) the redemption price;




          (e) the place or places of payment;




          (f) that payment will be made upon presentation and surrender of such Securities;




          (g) that such redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case;




          (h) that interest accrued to the date fixed for redemption will be paid as specified in such
notice; and




17









 








          (i) that on and after said date interest thereon or on the portions thereof to be redeemed
will cease to accrue.




          In case any Security of a series is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall state that on and
after the date fixed for redemption, upon surrender of such Security, a new Security or Securities
of such series and tenor in principal amount equal to the unredeemed portion thereof will be
issued.




          The notice of redemption of Securities of any series to be redeemed at the option of the
Company shall be given by the Company or, at the Company’s written request delivered at least 15
days before the date such notice is to be given (unless a shorter period shall be acceptable to the
Trustee), by the Trustee in the name and at the expense of the Company.




          On or before 10:00 a.m., New York City time, on the redemption date specified in the notice of
redemption given as provided in this Section 3.02, the Company will deposit with the Trustee or
with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on
the redemption date all the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for redemption. If all of the
outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at
least 45 days prior to the redemption date an Officer’s Certificate stating that all such
Securities are to be redeemed.




          If less than all the outstanding Securities of a series are to be redeemed, the Company will
deliver to the Trustee at least 45 days prior to the redemption date an Officer’s Certificate
stating the aggregate principal amount of such Securities to be redeemed. If less than all the
Securities of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such
manner as it and the Company shall deem appropriate and fair, Securities of such series to be
redeemed in whole or in part. Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such series or any multiple thereof. The Trustee shall
promptly notify the Company in writing of the Securities of such series selected for redemption
and, in the case of any Securities of such series selected for partial redemption, the principal
amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate, in the case of any
Security redeemed or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.




          Section 3.03. Payment of Securities Called for Redemption. If notice of redemption
has been given as above provided, the Securities or portions of Securities specified in such notice
shall become due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed for redemption,
and on and after such date (unless the Company shall default in the payment of such Securities at
the redemption price, together with interest accrued to such date) interest on the Securities or
portions of Securities so called for redemption shall cease to accrue and, except as provided in
Sections 8.11 and 9.04, such Securities shall cease from and after the date fixed for redemption to
be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in



18









 







respect of such Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption.



          On presentation and surrender of such Securities at a place of payment specified in the notice
of redemption, such Securities shall be paid and redeemed by the Company at the applicable
redemption price, together with interest accrued thereon to the redemption date; provided
that payment of interest becoming due on or prior to the redemption date shall be payable to the
Holders of such Securities registered as such on the relevant Record Date subject to the terms and
provisions of Sections 2.05 and 2.13 hereof. If any Security called for redemption shall not be so
paid upon surrender thereof for redemption, the Principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in
the case of an Original Issue Discount Security) borne by such Security.




          Upon presentation of any Security of any series redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make available for delivery to or on the order of
the Holder thereof, at the expense of the Company, a new Security or Securities of such series and
tenor of authorized denominations, in principal amount equal to the unredeemed portion of the
Security so presented.




          Section 3.04. Exclusion of Certain Securities from Eligibility for Selection for
Redemption. Securities shall be excluded from eligibility for selection for redemption if they
are identified by registration and certificate number in a written statement signed by an Officer
of the Company and delivered to the Trustee at least 60 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially, and not pledged or
hypothecated, by either the Company or an entity specifically identified in such written statement
as directly or indirectly controlling or controlled by or under direct or indirect common control
with the Company.




          Section 3.05. Mandatory and Optional Sinking Funds. The minimum amount of any sinking
fund payment provided for by the terms of the 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 the Securities of any series is herein referred to as an “optional sinking
fund payment.” The date on which a sinking fund payment is to be made is herein referred to as
the “sinking fund payment date.”




          In lieu of making all or any part of any mandatory sinking fund payment with respect to any
series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities
of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund
payment) by the Company or receive credit for Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and
delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive
credit for optional sinking fund payments (not previously so credited) made pursuant to this
Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed
by the Company through any optional sinking fund payment. Securities so delivered or credited
shall be received or credited by the Trustee at the sinking fund redemption price specified in such
Securities.




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          On or before the 60th day next preceding each sinking fund payment date for any
series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to
the Trustee an Officer’s Certificate (a) specifying the portion of the mandatory sinking fund
payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified
Securities of such series and the basis for such credit, (b) stating that none of the specified
Securities of such series has theretofore been so credited, (c) stating that no Defaults in the
payment of interest or Events of Default with respect to such series have occurred (which have not
been waived or cured) and are continuing and (d) stating whether or not the Company intends to
exercise its right to make an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Company intends to pay on or
before the next succeeding sinking fund payment date. Any Securities of such series to be credited
and required to be delivered to the Trustee in order for the Company to be entitled to credit
therefor as aforesaid that have not theretofore been delivered to the Trustee shall be delivered
for cancellation pursuant to Section 2.11 to the Trustee with such Officer’s Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer’s Certificate shall be
irrevocable and, upon its receipt by the Trustee, the Company shall become unconditionally
obligated to make all the cash payments or delivery of Securities therein referred to, if any, on
or before the next succeeding sinking fund payment date. Failure of the Company, on or before any
such 60th day, to deliver such Officer’s Certificate and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due
on the next succeeding sinking fund payment date shall be paid entirely in cash without the option
to deliver or credit Securities of such series in respect thereof and (ii) that the Company will
make no optional sinking fund payment with respect to such series as provided in this Section 3.05.




          If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on
the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund
payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with
respect to the Securities of any series), such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking fund redemption
price thereof together with accrued interest thereon to the date fixed for redemption. If such
amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it
shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The
Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund
payment date a sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Company) inform the Company of the
serial numbers of the Securities of such series (or portions thereof) so selected. Securities
shall be excluded from eligibility for redemption under this Section 3.05 if they are identified by
registration and certificate number in an Officer’s Certificate delivered to the Trustee at least
60 days prior to the sinking fund payment date as being owned of record and beneficially, and not
pledged or hypothecated, by either (a) the Company or (b) an entity specifically identified in such Officer’s Certificate as directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall
so request the Trustee in writing) shall cause notice of redemption of the Securities of such
series to be given in substantially the manner provided in Section 3.02 (and with the effect
provided in Section 3.03) for the redemption of Securities of such series in part at the option of



20









 







the Company. The amount of any sinking fund payments not so applied or allocated to the redemption
of Securities of such series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any
particular series (or earlier, if such maturity is accelerated), which are not held for the payment
or redemption of particular Securities of such series shall be applied, together with other moneys,
if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the
Securities of such series at maturity.



          On or before 10:00 a.m., New York City time, on each sinking fund payment date, the Company
shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued
to the date fixed for redemption on Securities to be redeemed on the next following sinking fund
payment date. The Trustee shall not redeem or cause to be redeemed any Securities of a series with
sinking fund moneys or mail any notice of redemption of Securities of such series by operation of
the sinking fund during the continuance of a Default in payment of interest on such Securities or
of any Event of Default except that, where the mailing of notice of redemption of any Securities
shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities,
provided that it shall have received from the Company a sum sufficient for such redemption.
Except as aforesaid, any moneys in the sinking fund for such series at the time when any such
Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to have been collected
under Article Seven and held for the payment of all such Securities. In case such Event of Default
shall have been waived as provided in Section 7.04 or the Default cured on or before the
60th day preceding the sinking fund payment date in any year, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date in accordance with this
Section 3.05 to the redemption of such Securities.




ARTICLE FOUR

COVENANTS




          Section 4.01. Payment of Securities. The Company shall pay the Principal of and
interest on and any Additional Amounts payable in respect of the Securities on the dates and in the
manner provided in the Securities and this Indenture. The interest on Securities (together with
any additional amounts payable pursuant to the terms of such Securities) shall be payable only to
the Holders thereof and at the option of the Company may be paid by mailing checks for such
interest payable to or upon the written order of such Holders at their last addresses as they
appear on the Security Register of the Company.




          Notwithstanding any provisions of this Indenture and the Securities of any series to the
contrary, if the Company and a Holder of any Security so agree or if expressly provided pursuant to
Section 2.03, payments of interest on, and any portion of the Principal of, such
Holder’s Security (other than interest payable at maturity or on any redemption or repayment
date or the final payment of Principal on such Security) shall be made by the Paying Agent, upon
receipt from the Company of immediately available funds by 11:00 a.m., New York City time (or such
other time as may be agreed to between the Company and the Paying Agent), directly to the Holder of
such Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written
instructions to the Trustee 15 days prior to such payment date requesting that


21









 







such payment will be
so made and designating the bank account to which such payments shall be so made and in the case of
payments of Principal surrenders the same to the Trustee in exchange for a Security or Securities
aggregating the same principal amount as the unredeemed principal amount of the Securities
surrendered. The Trustee shall be entitled to rely on the last instruction delivered by the Holder
pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment
date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless
against any loss, liability or expense (including attorneys’ fees) resulting from any act or
omission to act on the part of the Company or any such Holder in connection with any such agreement
or from making any payment in accordance with any such agreement.




          The Company shall pay interest on overdue Principal, and interest on overdue installments of
interest, to the extent lawful, at the rate per annum specified in the Securities.




          Section 4.02. Maintenance of Office or Agency. The Company will maintain in the
Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered
for registration of transfer or exchange or for presentation for payment and where notices and
demands to or upon the Company in respect of the Securities and this Indenture may be served. The
Company hereby initially designates the Corporate Trust Office of the Trustee, located in the
Borough of Manhattan, The City of New York, as such office or agency of the Company. 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 address of the Trustee set forth in
Section 11.02.




          The Company may also from time to time designate one or more other offices or agencies where
the Securities of any series may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in the Borough of Manhattan, The City of New York 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 4.03. Certificate to Trustee. The Company will furnish to the Trustee
annually, within 120 days after the end of each fiscal year, a brief certificate (which need not
contain the statements required by Section 11.04) from its principal executive, financial or
accounting officer as to his or her knowledge of the compliance of the Company with all conditions
and covenants under this Indenture (such compliance to be determined without regard to any period
of grace or requirement of notice provided under this Indenture) and, in the event of any default
specifying such default and the nature and status thereof of which such person may have knowledge.




          Section 4.04. Limitation on Liens. The Company shall not, and shall not permit any
Subsidiary to, incur or assume any mortgage, charge, security interest, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien or other security agreement (collectively,
“Liens”) on or with respect to any property, assets or revenues of the Company or any
Subsidiary owned on or acquired after the date of this Indenture to secure any Relevant



22









 







Indebtedness without making, or causing any such Subsidiary to make, effective provision for
securing the Securities equally and ratably with or prior to such Relevant Indebtedness as to such
property, assets or revenues for as long as such Relevant Indebtedness is so secured.



          Such restrictions on Liens shall not apply to:





     (i) Liens arising by operation of law;




     (ii) Liens on property, assets or revenues of any Person, which Liens are existing at
the time such Person becomes a Subsidiary;




     (iii) Liens on property, assets or revenues of any Person existing at the time such
Person is merged with or into or amalgamated or consolidated with the Company or any
Subsidiary, or at the time of a sale, lease or other disposition of the properties of a
corporation as an entirety or substantially as an entirety to the Company or any Subsidiary.



          Section 4.05. Payment of Additional Amounts. All payments of Principal and interest
in respect of the Securities shall be free and clear of and without withholding or deduction for or
on account of any present or future tax, duty, levy, impost, assessment or other governmental
charge of any nature whatsoever imposed or levied by or on behalf of (i) the government of the
United Kingdom or of any territory of the United Kingdom or by any authority or agency therein or
thereof having the power to tax or (ii) the government of the United States or of any state or
territory of the United States or by any authority or agency therein or thereof having the power to
tax (collectively, “Taxes”), except to the extent such Taxes are required to be withheld or
deducted by law or by the interpretation or administration thereof. If the Company is so required
to withhold or deduct any amount for or on account of Taxes from any payment made in respect of the
Securities, the Company shall pay such additional amounts (“Additional Amounts”) as may be
necessary such that the net amount received by each Holder (including such Additional Amounts)
after such withholding or deduction shall not be less than the amount such Holder would have
received if the Taxes had not been withheld or deducted; provided that no Additional
Amounts will be payable with respect to Taxes:




          (a) that would not have been imposed but for the existence of any present or former connection
between such Holder or beneficial owner of the Securities (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial
owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the
United Kingdom or the United States or any political subdivision or territory or possession thereof
or therein or area subject to its jurisdiction, including, without limitation, such Holder or
beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being
or having been a citizen or resident thereof or treated as a
resident thereof or domiciled thereof or a national thereof or being or having been present or
engaged in trade or business therein or having or having had a permanent establishment therein;




          (b) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar
taxes, duties, assessments or other governmental charges;




23









 








          (c) that are payable other than by withholding from payments of Principal of or interest on
the Securities;




          (d) that would not have been imposed but for the failure of the applicable recipient of such
payment to comply with any certification, identification, information, documentation or other
reporting requirement to the extent (x) such compliance is required by applicable law or
administrative practice or an applicable treaty as a precondition to exemption from, or reduction
in, the rate of deduction or withholding of such Taxes, and (y) at least 30 days before the first
payment date with respect to which such Additional Amounts shall be payable, the Company shall have
notified such recipient in writing that such recipient shall be required to comply with such
requirement;




          (e) that would not have been imposed but for 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 was duly provided for,
whichever occurred later;




          (f) that are imposed on a payment to an individual and are required to be made pursuant to
European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the
ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, or any law
implementing or complying with, or introduced in order to conform to, such Directive;




          (g) that would not have been imposed if presentation for payment of the relevant Securities
had been made to a Paying Agent other than the Paying Agent to which the presentation was made; or




          (h) any combination of Subsections (a) through (g);



nor shall Additional Amounts be paid with respect to any payment of the Principal of or interest on
any Security to any such Holder who is a fiduciary or a partnership or a beneficial owner who is
other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner would not have been
entitled to such Additional Amounts had it been the Holder of the Security.




     The Company shall maintain, in respect of Securities of each series outstanding, at least one
Paying Agent located outside the United Kingdom. In the event that a Paying Agent with respect to
Securities of a particular series is maintained in any member state of the European Union, the
Company shall maintain a Paying Agent in at least one member state (other than the United Kingdom)
that will not be obliged to withhold or deduct taxes pursuant to any law implementing European
Council Directive 2003/48/EC or any other law implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 on the taxation of savings income, provided there is at least one member state that does not require a paying
agent to withhold or deduct pursuant to such Directive.



          The obligation of the Company to pay Additional Amounts if and when due will survive the
termination of this Indenture and the payment of all amounts in respect of the Securities.



24









 







          Section 4.06. Waiver of Certain Covenants. The Company may omit in any particular
instance with respect to any series of Securities to comply with any term, provision or condition
set forth in Section 4.02 or Section 4.04 if before or after the time for such compliance the
Holders of at least a majority in principal amount of all outstanding Securities of such series
either waive such compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.




          Section 4.07. Calculation of Original Issue Discount. The Company shall provide to
the Trustee on a timely basis such information as the Trustee reasonably requests to enable the
Trustee to prepare and file any form required to be submitted by the Company with the U.S. Internal
Revenue Service and the Holders of the Securities relating to original issue discount, including,
without limitation, Form 1099-OID and Form 8281 or any successor forms, and the Trustee shall file
such forms in a timely manner with the appropriate persons following receipt thereof from the
Company.




          Section 4.08. Reports by the Company. The Company shall:




          (a) file with the Trustee, within 15 days after the Company is required to file the same with
the Commission, copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of such Sections, then it will file with
the Trustee, in accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such rules and
regulations;




          (b) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and




          (c) transmit or cause to be transmitted by mail to the Holders, as their names and addresses
appear in the Security Register, within 30 days after the filing thereof with the Trustee,
in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such
summaries of any information, documents and reports required to be filed by the Company pursuant to
paragraphs (a) and (b) of this Section 4.08 as may be required by rules and regulations prescribed
from time to time by the Commission.



25









 







ARTICLE FIVE

CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE




          Section 5.01. When the Company May Merge, Etc. The Company shall not consolidate
with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets to (as an entirety or substantially as an entirety in
one transaction or a series of related transactions), any Person or permit any Person to merge with
or into the Company unless:




          (a) either (x) the Company shall be the continuing Person or (y) the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or that acquired or
leased such property and assets of the Company shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, all of the obligations of the Company on all of the
Securities and under this Indenture;




          (b) the continuing Person is organized and validly existing under the laws of the United
States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction
that is a member country of the Organisation for Economic Cooperation and Development (or any
successor thereto) and, if such continuing Person is not organized and validly existing under the
laws of the United States or the United Kingdom, such continuing Person shall agree in such
supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 with
respect to taxes imposed in the continuing Person’s jurisdiction of organization, and such
continuing Person shall benefit from a redemption option comparable to that described in Article
Three in the event of changes in taxes in such jurisdiction after the date of such consolidation,
merger or sale, in each case in form and substance satisfactory to the Trustee;




          (c) the Company shall have delivered to the Trustee an Officer’s Certificate, and, if the
Company shall not be the continuing Person, an Opinion of Counsel, in each case stating that such
consolidation, merger or transfer and such supplemental indenture complies with this provision and
that all conditions precedent provided for herein relating to such transaction have been complied
with and that such supplemental indenture constitutes the legal, valid and binding obligation of
the Company or such successor enforceable against such Person in accordance with its terms, subject
to customary exceptions; and




          (d) the Company shall have delivered to the Trustee an Officer’s Certificate to the effect
that immediately after giving effect to such transaction, no Default or Event of Default shall have
occurred and be continuing.




          Section 5.02. Successor Company Substituted. Upon any consolidation or merger, or any
sale, lease, conveyance or other disposition of all or substantially all of the property and assets
of the Company in accordance with Section 5.01 of this Indenture, the
successor Person formed by such consolidation or into which the Company is merged or to which
such sale, lease, conveyance or other disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture with the same effect as
if such successor Person had been named as the Company herein.



26









 







          Section 5.03. Substitution of Obligor. The Company may at any time, without the
consent of any Holders, arrange for and cause the substitution of one of its subsidiaries (the
“Substituted Obligor”) in place of itself as the principal obligor in respect of any series
of Securities, subject to the conditions that:




          (a) the Substituted Obligor executes a supplemental indenture, in form and substance
satisfactory to the Trustee, in which it agrees to be bound by the terms of this Indenture, with
any consequential amendments that the Trustee may deem appropriate, as fully as if the Substituted
Obligor had been named in this Indenture and on the Securities of such series in place of the
Company;




          (b) the Substituted Obligor is organized and validly existing under the laws of the United
States or the United Kingdom or is organized and validly existing under the laws of a jurisdiction
that is a member country of the Organisation for Economic Cooperation and Development (or any
successor thereto) and, if such Substituted Obligor is not organized and validly existing under the
laws of the United States or the United Kingdom, such Substituted Obligor shall agree in such
supplemental indenture to be bound by a covenant comparable to that described in Section 4.05 with
respect to taxes imposed in the Substituted Obligor’s jurisdiction of organization, and such
Substituted Obligor shall benefit from a redemption option comparable to that described in Article
Three in the event of changes in taxes in such jurisdiction after the date of such consolidation,
merger or sale, in each case in form and substance satisfactory to the Trustee; and




          (c) the obligations of the Substituted Obligor under the Indenture and the Securities of such
series are guaranteed unconditionally by the Company.




          Section 5.04. Successor Obligor Substituted. Upon any substitution of obligor
pursuant to Section 5.03, the Substituted Obligor 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
Substituted Obligor had been named as the Company herein. Any such substitution shall operate to
release the Company (including any successor Company pursuant to Section 5.02) from any and all
obligations under this Indenture except as provided in Section 5.03(c) above.




ARTICLE SIX

[RESERVED]




ARTICLE SEVEN

DEFAULT AND REMEDIES




          Section 7.01. Events of Default. An “Event of Default” shall mean any one of
the following events with respect to the Securities of any series:




          (a) default in the payment of all or any part of the Principal of any Security of such series
when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory
repurchase, including as a sinking fund installment, or otherwise, and, in the case of
administrative or technical difficulties in making such payment, such default continues for more
than two Business Days;



27









 







          (b) default in the payment of any interest on or any Additional Amounts payable in respect of
any Security of such series when the same becomes due and payable, and such default continues for a
period of 30 days;




          (c) default or breach of any other covenant or agreement of the Company in this Indenture with
respect to any Security of such series (other than a covenant or agreement a default in whose
performance or whose breach is specifically dealt with elsewhere in this Section 7.01), and such
default or breach continues for a period of 60 days after there has been given to the Company by
the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal
amount of the Securities of such series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;




          (d) default under any bond, debenture, note or other evidence of indebtedness for money
borrowed of the Company (not including any indebtedness for which recourse is limited to property
purchased) having in any particular case an aggregate outstanding principal amount in excess of
$25,000,000 (or its equivalent in any other currency), whether such indebtedness now exists or
shall hereafter be created, which default shall have resulted in such indebtedness becoming or
being accelerated and declared due and payable prior to the date on which it would otherwise have
become due and payable, without such acceleration having been rescinded or annulled or such
indebtedness having been discharged;




          (e) the entry by a court having jurisdiction in the premises of (i) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable
bankruptcy, insolvency or other similar law, or (ii) a decree or order adjudging the Company
bankrupt or insolvent, or suspending payments, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any
applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or substantially all of the property of the Company, or
ordering the winding up or liquidation of the affairs of the Company, and the continuance of any
such decree or order for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days;




          (f) commencement by the Company of a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or the Company’s consent to the entry
of an order for relief in an involuntary case under any such law, or consent to the appointment of
or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Company or for all or substantially all of the property and assets of the
Company, or any general assignment by the Company for the benefit of creditors; or




          (g) any other Event of Default established pursuant to Section 2.03 with respect to the
Securities of such series occurs.




          Section 7.02. Acceleration. (a) If an Event of Default described in Section 7.01(a)
or (b) with respect to the Securities of any series then outstanding occurs and is continuing,
then, and in each and every such case, except for any series of Securities the Principal of which
shall have already become due and payable, either the Trustee or the Holders



28









 







of not less than 25%
in aggregate Principal of the Securities of any such affected series then outstanding hereunder
(each such series treated as a separate class) by notice in writing to the Company (and to the
Trustee if given by Holders) may declare the entire Principal (or, if the Securities of any such
series are Original Issue Discount Securities, such portion of the Principal as may be specified in
the terms of such series established pursuant to Section 2.03) of all Securities of such affected
series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any
such declaration the same shall become immediately due and payable.



          (b) If an Event of Default described in Section 7.01(c) or (g) with respect to the Securities
of one or more but not all series then outstanding occurs and is continuing, then, and in each and
every such case, except for any series of Securities the Principal of which shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
Principal (or, if the Securities of any such series are Original Issue Discount Securities, the
amount thereof that may be accelerated under this Section) of the Securities of all such affected
series then outstanding hereunder (treated as a single class) by notice in writing to the Company
(and to the Trustee if given by Holders) may declare the entire Principal (or, if the Securities of
any such series are Original Issue Discount Securities, such portion of the Principal as may be
specified in the terms of such series established pursuant to Section 2.03) of all Securities of
all such affected series, and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due and payable.




          (c) If an Event of Default described in Section 7.01(d), or in Section 7.01 (c) or (g) with
respect to the Securities of all series then outstanding, occurs and is continuing, then, and in
each and every such case, except for any series of Securities the Principal of which shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate
Principal (or, if the Securities of any outstanding series are Original Issue Discount Securities,
the amount thereof that may be accelerated under this Section) of all Securities of any series then
outstanding hereunder (treated as a single class) by notice in writing to the Company (and to the
Trustee if given by Holders) may declare the entire Principal (or, if the Securities of any such
series are Original Issue Discount Securities, such portion of the Principal as may be specified in
the terms of such series established pursuant to Section 2.03) of all Securities of any series then
outstanding, and the interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.




          (d) If an Event of Default described in Section 7.01(e) or (f) occurs and is continuing, then
the Principal (or, if any Securities are Original Issue Discount Securities, such portion of the
Principal as may be specified in the terms thereof established pursuant to
Section 2.03) of all the Securities then outstanding and interest accrued thereon, if any,
shall be and become immediately due and payable, without any notice or other action by any Holder
or the Trustee, to the full extent permitted by applicable law.




          The foregoing provisions, however, are subject to the condition that if, at any time after the
Principal (or, if the Securities are Original Issue Discount Securities, such portion of the
Principal as may be specified in the terms thereof established pursuant to Section 2.03) of the


29









 







Securities of any series (or of all the Securities, as the case may be) shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of
each such series (or of all the Securities, as the case may be) and the Principal of any and all
Securities of each such series (or of all the Securities, as the case may be) that shall have
become due otherwise than by acceleration (with interest upon such Principal and, to the extent
that payment of such interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) specified in the Securities of each such series to the date of such
payment or deposit) and such amount as shall be sufficient to cover all amounts owing to the
Trustee under Section 8.07, and if any and all Events of Default under this Indenture, other than
the non-payment of the Principal of Securities that shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then and in every such case the
Holders of a majority in aggregate principal amount of all the then outstanding Securities of all
such series that have been accelerated (voting as a single class), by written notice to the Company
and to the Trustee, may waive all defaults with respect to all such series (or with respect to all
the Securities, as the case may be) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect any subsequent
default or shall impair any right consequent thereon.




          For all purposes under this Indenture, if a portion of the Principal of any Original Issue
Discount Securities shall have been accelerated and declared due and payable pursuant to the
provisions hereof, then, from and after such declaration, unless such declaration has been
rescinded and annulled, the Principal of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the Principal thereof as shall be due and payable
as a result of such acceleration, and payment of such portion of the Principal thereof as shall be
due and payable as a result of such acceleration, together with interest, if any, thereon and all
other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount
Securities.




          Section 7.03. Other Remedies. If a payment default or an Event of Default with
respect to the Securities of any series occurs and is continuing, the Trustee may pursue, in its
own name or as trustee of an express trust, any available remedy by proceeding at law or in equity
to collect the payment of Principal of and interest on the Securities of such series or to enforce
the performance of any provision of the Securities of such series or this Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Securities or
does not produce any of them in the proceeding.




          Section 7.04. Waiver of Past Defaults. Subject to Sections 7.02, 7.07 and 10.02, the
Holders of at least a majority in principal amount (or, if the Securities are Original Issue
Discount Securities, the amount thereof that may be accelerated under Section 7.02) of the
outstanding Securities of all series affected (voting as a single class), by notice to the Trustee,
may waive an existing Default or Event of Default with respect to the Securities of such series and
its consequences, except a Default in the payment of Principal of or interest on any Security as
specified in Section 7.01(a) or (b) or in respect of a covenant or provision of this Indenture


30









 







that
cannot be modified or amended without the consent of the Holder of each outstanding Security
affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with
respect to the Securities of such series 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 Event of Default or impair any right consequent thereto.




          Section 7.05. Control by Majority. Subject to Sections 8.01 and 8.02(e), the Holders
of at least a majority in aggregate principal amount (or, if any Securities are Original Issue
Discount Securities, the amount thereof that may be accelerated under Section 7.02) of the
outstanding Securities of all series affected (voting as a single class) may 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 by this
Indenture; provided, that the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee
determines in good faith may be unduly prejudicial to the rights of Holders not joining in the
giving of such direction; and provided further, that the Trustee may take any other
action it deems proper that is not inconsistent with any directions received from Holders of
Securities pursuant to this Section 7.05.




          Section 7.06. Limitation on Suits. No Holder of any Security of any series may
institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities
of such series, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless:




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




          (b) the Holders of at least 25% in aggregate principal amount of outstanding Securities of all
such series affected 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;




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




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




          (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the
outstanding Securities of all such affected series have not given the Trustee a direction that is
inconsistent with such written request.




          A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over such other Holder.




          Section 7.07. Rights of Holder to Receive Payment. Notwithstanding any other
provision of this Indenture, the right of any Holder of a Security to receive payment of Principal
of, interest on or Additional Amounts payable in respect of such Holder’s Security on or after the


31









 







respective due dates expressed on such Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected without the consent of
such Holder.




          Section 7.08. Collection Suit by Trustee. If an Event of Default with respect to the
Securities of any series in payment of Principal or interest specified in Section 7.01(a) or (b)
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an
express trust against the Company for the whole amount (or such portion thereof as specified in the
terms established pursuant to Section 2.03 of Original Issue Discount Securities) of Principal of,
and accrued interest remaining unpaid on, together with interest on overdue Principal of, and, to
the extent that payment of such interest is lawful, interest on overdue installments of interest
on, the Securities of such series, in each case at the rate or Yield to Maturity (in the case of
Original Issue Discount Securities) specified in such Securities, and such further amount as shall
be sufficient to cover all amounts owing the Trustee under Section 8.07.




          Section 7.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee (including any claim for amounts due the Trustee under Section 8.07) and the Holders
allowed in any judicial proceedings relative to the Company (or any other obligor on the
Securities), the creditors of the Company or the property of the Company and shall be entitled and
empowered to collect and receive any moneys, securities or other property payable or deliverable
upon conversion or exchange of the Securities or upon any such claims and to distribute the same,
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it under Section 8.07. Nothing herein
contained shall be deemed to empower 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 under the Securities, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.




          Section 7.10. Application of Proceeds. Any moneys collected by the Trustee pursuant
to this Article Seven in respect of the Securities of any series shall be applied in the following
order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on
account of Principal, interest or Additional Amounts, if any, upon presentation
of the several Securities in respect of which moneys have been collected and noting thereon
the payment, or issuing Securities of such series and tenor in reduced principal amounts in
exchange for the presented Securities of such series and tenor if only partially paid, or upon
surrender thereof if fully paid:





     FIRST: To the payment of all amounts due the Trustee under Section 8.07 applicable to
the Securities of such series in respect of which moneys have been collected;




     SECOND: In case the Principal of the Securities of such series in respect of which
moneys have been collected shall not have become and be then due and payable, to



32









 







the payment
of interest on and Additional Amounts, if any, in respect of the Securities of such series
in default in the order of the maturity of the installments of such interest and Additional
Amounts, if any, with interest (to the extent that such interest has been collected by the
Trustee) upon the overdue installments of interest and Additional Amounts, if any, at the
same rate as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in such Securities, such payments to be made ratably to the
persons entitled thereto, without discrimination or preference;




     THIRD: In case the Principal of the Securities of such series in respect of which
moneys have been collected shall have become and shall be then due and payable, to the
payment of the whole amount then owing and unpaid upon all the Securities of such series for
Principal, interest and Additional Amounts, if any, with interest upon the overdue
Principal, and (to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the Securities of
such series; and in case such moneys shall be insufficient to pay in full the whole amount
so due and unpaid upon the Securities of such series, then to the payment of such Principal
and interest or Yield to Maturity, without preference or priority of Principal over interest
or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any
installment of interest over any other installment of interest, or of any Security of such
series over any other Security of such series, ratably to the aggregate of such Principal
and accrued and unpaid interest or Yield to Maturity; and




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



          Section 7.11. 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 to their former positions hereunder and
thereafter all rights and remedies of the Company, the Trustee and the Holders shall continue as
though no such proceeding had been instituted.




          Section 7.12. 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 or
omitted by it as Trustee, in either case in respect to the Securities of any series, a court
may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay
the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’
fees and expenses, against any party litigant (other than the Trustee) in the suit having due
regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 7.12 does not apply to a suit by a Holder pursuant to Section 7.07 or a suit by Holders of
more than 10% in principal amount of the outstanding Securities of such series.




          Section 7.13. Rights and Remedies Cumulative. Except as otherwise provided with
respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities
in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or



33









 







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 7.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of
any Holder 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 Seven 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.




ARTICLE EIGHT

TRUSTEE




          Section 8.01. General. The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act and as set forth herein. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee shall be subject to
the provisions of this Article Eight. The Trustee, prior to the occurrence of an Event of Default
of which a Responsible Officer of the Trustee has actual knowledge and after the curing of all
Events of Default that may have occurred, 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. If an Event of Default to the actual knowledge of a
Responsible Officer of the Trustee has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by this Indenture and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.




          Section 8.02. Certain Rights of Trustee. Subject to Sections 315(a) through (d) of
the Trust Indenture Act:




          (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any Officer’s Certificate, Opinion of Counsel, 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 person or persons. The Trustee need not investigate any
fact or matter stated in the 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, following reasonable
notice, to make reasonable examination of the books, records and premises



34









 







of the Company,
personally or by agent or attorney at the sole cost of the Company, and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;



          (b) before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
and/or an Opinion of Counsel, which shall conform to Section 11.04. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on such certificate or
opinion. Subject to Section 8.01, whenever in the administration of the trusts of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or established prior to
taking or omitting to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture upon the faith
thereof;




          (c) the Trustee may act through its attorneys, agents, custodians and nominees not regularly
in its employ and shall not be responsible for the misconduct or negligence of any agent, attorney,
custodian and nominee appointed with due care; provided that the Trustee shall be required
to terminate any such agent, attorney, custodian or nominee if it has actual knowledge of any
failure by such Person to perform its delegated duties;




          (d) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officer’s Certificate (unless other evidence in respect thereof be
herein specifically prescribed), and any Board Resolution may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Company;




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




          (f) the Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within its rights or powers or for any action it takes or
omits to take in accordance with the direction of the Holders in accordance with Section 7.05
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;




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




          (h) prior
to the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, Officer’s Certificate, Opinion of Counsel,



35









 







Board
Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, note, coupon, security or other paper or document unless requested in
writing so to do by the Holders of not less than a majority in aggregate principal amount of the
Securities of all series affected then outstanding;



          (i) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and
other Person employed to act hereunder; and




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




          Section 8.03. Individual Rights of Trustee. The Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise deal with the
Company with the same rights it would have if it were not the Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to Sections 310(b) and 311 of the Trust
Indenture Act.




          Section 8.04. Trustee’s Disclaimer. The recitals contained herein and in the
Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the
Company and not of the Trustee, and the Trustee assumes no responsibility for the correctness of
the same. Neither the Trustee nor any of its agents makes any representation as to the validity or
adequacy of this Indenture or the Securities, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate Securities and perform its
obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Company are true and accurate. Neither the Trustee nor any of its agents shall be
accountable for the Company’s use or application of the proceeds from the Securities or for moneys
paid over to the Company pursuant to the Indenture.




          Section 8.05. Notice of Default. If any Default with respect to the Securities of any
series occurs and is continuing and if such Default is known to a Responsible Officer of the
Trustee, the Trustee shall give to each Holder of Securities of such series notice of such Default
within 90 days after it occurs in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, unless such Default shall have been cured or waived before the mailing or
publication of such notice; provided, however, that, except in the case of a
Default in the payment of the Principal of, interest on or any Additional Amounts with respect
to any Security of such Series, or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be fully protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the withholding of such notice is
in the interests of the Holders; and provided further that in the case of any
default or breach of the character specified in Section 7.01(c) with respect to Securities of such
series, no such notice to Holders shall be given until at least 60 days after the occurrence
thereof.




36









 








          Section 8.06. Reports by Trustee to Holders.




          (a) Within 60 days after each May 1, beginning with the first May 1 after the first issuance
of Securities pursuant to this Indenture, the Trustee shall mail to each Holder as and to the
extent provided in Trust Indenture Act Section 313(c) a brief report dated as of such May 1, if
required by Trust Indenture Act Section 313(a).




          (b) The Trustee shall transmit by mail to all Holders, as their names and addresses appear in
the Security Register, a brief report with respect to the character and amount of any advances (and
if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of execution of this
Indenture) for the reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities, on property or funds held or collected by it as Trustee and which it has not
previously reported pursuant to this Subsection, if such advances remaining unpaid at any time
aggregate 10% or more of the principal amount of the Securities of such series outstanding at such
time, such report to be transmitted within 90 days after such time.




          A copy of each such report made pursuant to this Section shall, at the time of such
transmission to the Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company will promptly notify
the Trustee when any Securities are listed on any exchange or delisted therefrom.




          Section 8.07. Compensation and Indemnity. The Company shall pay to the Trustee such
compensation as shall be agreed upon in writing from time to time for its services. The
compensation of the Trustee shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the Trustee (including the
reasonable expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith.




          The Company shall indemnify the Trustee for, and hold it harmless against, any loss,
liability, claim, damage or expense, including taxes (other than income taxes), incurred by it
without negligence or bad faith on its part arising out of or in connection with the acceptance or
administration of this Indenture and the Securities or the issuance of the Securities or a series
thereof or the trusts hereunder and the performance of its duties under this Indenture and the
Securities, including the costs and expenses of defending itself against or investigating any claim
asserted by any Person or liability in connection with the exercise or performance of any of
its powers or duties under this Indenture and the Securities or in connection with enforcing the
provisions of this Section 8.07.



          The obligations of the Company under this Section to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture or the rejection or termination of this
Indenture under bankruptcy, insolvency or similar law or the


37









 






 earlier resignation or removal of the
Trustee. Such additional indebtedness shall be a senior claim to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities, and the Securities are hereby subordinated to such
senior claim. If the Trustee renders services and incurs expenses following an Event of Default
under Section 7.01(e) or (f) hereof, the parties hereto and the Holders by their acceptance of the
Securities hereby agree that such expenses are intended to constitute expenses of administration
under any bankruptcy, insolvency or similar law.




          Section 8.08. Replacement of Trustee. A resignation or removal of the Trustee as
Trustee with respect to the Securities of any series and appointment of a successor Trustee as
Trustee with respect to the Securities of any series shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section 8.08.




          The Trustee may resign as Trustee with respect to the Securities of any series at any time by
so notifying the Company in writing. The Holders of a majority in principal amount of the
outstanding Securities of any series may remove the Trustee as Trustee with respect to the
Securities of such series by so notifying the Trustee in writing and may appoint a successor
Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee
as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible
under Section 8.10 of this Indenture; (ii) the Trustee is adjudged bankrupt or insolvent; (iii) a
receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee
becomes incapable of acting.




          If the Trustee resigns or is removed as Trustee with respect to the Securities of any series,
or if a vacancy exists in the office of Trustee with respect to the Securities of any series for
any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within
one year after the successor Trustee takes office, the Holders of a majority in principal amount of
the outstanding Securities of such series may appoint a successor Trustee in respect of such
Securities to replace the successor Trustee appointed by the Company. If the successor Trustee
with respect to the Securities of any series does not deliver its written acceptance required by
the next succeeding paragraph of this Section 8.08 within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee (at the Company’s expense), the Company or the Holders
of a majority in principal amount of the outstanding Securities of such series may petition any
court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.




          A successor Trustee with respect to the Securities of any series shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Immediately after the
delivery of such written acceptance, subject to the lien provided for in Section 8.07 and subject
to the payment of any and all amounts then due and owing to the retiring Trustee, (i) the retiring
Trustee shall transfer all property held by it as Trustee in respect of the Securities of such
series to the successor Trustee, (ii) the resignation or removal of the retiring Trustee in respect
of the Securities of such series shall become effective and (iii) the successor Trustee shall have
all the rights, powers and duties of the Trustee in respect of the Securities of such series under
this Indenture. A successor Trustee shall mail notice of its succession to each Holder of
Securities of such series.




38









 








          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 preceding paragraph.




          The Company shall give notice of any resignation and any removal of the Trustee with respect
to the Securities of any series and each appointment of a successor Trustee in respect of the
Securities of such series to all Holders of Securities of such series. Each notice shall include
the name of the successor Trustee and the address of its Corporate Trust Office. Notwithstanding
replacement of the Trustee with respect to the Securities of any series pursuant to this
Section 8.08, the Company’s obligations under Section 8.07 shall continue for the benefit of the
retiring Trustee.




          Section 8.09. Successor Trustee by Merger, Etc. If the Trustee consolidates with,
merges or converts into, or transfers all or substantially all of its corporate trust business to,
another corporation or national banking association, the resulting, surviving or transferee
corporation or national banking association without any further act shall be the successor Trustee
with the same effect as if the successor Trustee had been named as the Trustee herein;
provided that such successor Trustee shall be otherwise qualified and eligible under this
Article Eight.




          Section 8.10. Eligibility. This Indenture shall always have a Trustee who satisfies
the requirements of Trust Indenture Act Section 310(a). The Trustee shall have a combined capital
and surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition.




          Section 8.11. Money Held in Trust. The Trustee shall not be liable for interest on
any money received by it except as the Trustee may agree in writing with the Company. Money held
in trust by the Trustee need not be segregated from other funds except to the extent required by
law and except for money held in trust under Article Nine of this Indenture.




          Section 8.12. Conflicting Interests. If the Trustee has or shall acquire a
conflicting interest within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.




          Section 8.13. Communication by Holders with Other Holders. Holders may communicate
pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their
rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone
else shall have the protection of Section 312(c) of the Trust Indenture Act with respect to such
communications.




ARTICLE NINE

DISCHARGE OF INDENTURE; DEFEASANCE




          Section 9.01. Discharge; Defeasance within One Year of Payment. Except as otherwise
provided in this Section 9.01, the Company may terminate its obligations under the Securities of
any series and this Indenture with respect to Securities of such series if:




39









 








          (a) all Securities of such series previously authenticated and delivered (other than
destroyed, lost or wrongfully taken Securities of such series that have been replaced or paid or
Securities of such series that are paid pursuant to Section 4.01 or Securities of such series for
whose payment money or securities have theretofore been held in trust and thereafter repaid to the
Company, as provided in Section 9.05) have been delivered to the Trustee for cancellation and the
Company has paid all sums payable by it hereunder; or




          (b) (i) the Securities of such series mature within one year or all of them are to be called
for redemption within one year under arrangements satisfactory to the Trustee for giving the notice
of redemption, (ii) the Company irrevocably deposits in trust with the Trustee, as trust funds
solely for the benefit of the Holders of such Securities for that purpose, money or U.S. Government
Obligations or a combination thereof sufficient (unless such funds consist solely of money, in the
opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee), without consideration of any reinvestment, to pay
the Principal of and interest on the Securities of such series to maturity or redemption, as the
case may be, and to pay all other sums payable by it hereunder, and (iii) the Company delivers to
the Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that all
conditions precedent provided for herein relating to the satisfaction and discharge of this
Indenture with respect to the Securities of such series have been complied with.




          With respect to Subsection (a), only the Company’s obligations under Section 8.07 in respect
of the Securities of such series shall survive. With respect to Subsection (b), only the
obligations of the Company in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05, as
applicable, in respect of the Securities of such series shall survive until such Securities of such
series are no longer outstanding. Thereafter, only the obligations of the Company in
Sections 8.07, 9.04 and 9.05, as applicable, in respect of the Securities of such series shall
survive. After any such irrevocable deposit, the Trustee, upon written request, shall acknowledge
in writing the discharge of the obligations of the Company under the Securities of such series and
this Indenture with respect to the Securities of such series except for those surviving obligations
specified above.




          Section 9.02. Defeasance. Except as provided below, the Company will be deemed to
have paid, and the Company will be discharged from any and all obligations in respect of, the
Securities of any series and the provisions of this Indenture will no longer be in
effect with respect to the Securities of such series (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same); provided that the
following conditions shall have been satisfied:




          (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for
the benefit of the Holders of the Securities of such series, for payment of the Principal of,
interest on and any Additional Amounts payable in respect of the Securities of such series, money
or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist
solely of money, in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee) without consideration of any
reinvestment and after payment of all federal, state and local taxes or other charges and
assessments in respect thereof payable by the Trustee, to pay and discharge the Principal of,



40









 







interest on and any Additional Amounts payable in respect of the outstanding Securities of such
series to maturity or earlier redemption (irrevocably provided for under arrangements satisfactory
to the Trustee), as the case may be;



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




          (c) no Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit;




          (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the
Trustee received from the U.S. Internal Revenue Service to the effect that the Holders of the
Securities of such series will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such discharge under this Section 9.02 and will be subject to U.S. federal
income tax on the same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred or (y) an Opinion of Counsel to the same
effect as the ruling described in clause (x) above; and




          (e) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, in each case stating that all conditions precedent provided for herein relating to the
defeasance contemplated by this Section 9.02 of the Securities of such series have been complied
with.




          The obligations of the Company in Sections 2.02 through 2.12, 4.02, 8.07, 8.08, 9.04 and 9.05,
as applicable, with respect to the Securities of such series thereof shall survive until such
Securities are no longer outstanding. Thereafter, only the obligations of the Company in
Sections 8.07 and 9.05, as applicable, shall survive.




          The defeasance of obligations in respect of Securities of any series by the Company under this
Section 9.02 shall be effective notwithstanding any prior covenant defeasance in respect of
Securities of such series by the Company under Section 9.03.




          Section 9.03. Covenant Defeasance. The Company may omit to comply with the covenants
in Sections 4.03, 4.04, 4.05, 5.01 and 5.03 and any other covenant relating to such series provided
for in a Board Resolution or supplemental indenture pursuant to
Section 2.03 that may by its terms be defeased pursuant to this Section 9.03, and such
omission shall be deemed not to be an Event of Default under Section 7.01(c) or (g), with respect
to the outstanding Securities of a series if:




          (a) the Company has irrevocably deposited in trust with the Trustee as trust funds solely for
the benefit of the Holders of the Securities of such series, for payment of the Principal of,
interest on and any Additional Amounts payable in respect of the Securities of such series, money
or U.S. Government Obligations or a combination thereof in an amount sufficient (unless such funds
consist solely of money, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee) without
consideration of any reinvestment and after payment of all federal, state and local taxes or other
charges and assessments in respect thereof payable by the Trustee, to pay and discharge the
Principal of, interest on and any Additional Amounts payable in respect of the outstanding



41









 







Securities of such series to maturity or earlier redemption (irrevocably provided for under
arrangements satisfactory to the Trustee), as the case may be;



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




          (c) no Default with respect to the Securities of such series shall have occurred and be
continuing on the date of such deposit;




          (d) the Company shall have delivered to the Trustee either (x) a ruling directed to the
Trustee received from the U.S. Internal Revenue Service to the effect that such Holders will not
recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and
covenant defeasance and will be subject to U.S. federal income tax on the same amount and in the
same manner and at the same times as would have been the case if such deposit and defeasance had
not occurred or (y) an Opinion of Counsel to the same effect as the ruling described in clause (x)
above; and




          (e) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, in each case stating that all conditions precedent provided for herein relating to the
covenant defeasance contemplated by this Section 9.03 of the Securities of such series have been
complied with.




          Section 9.04. Application of Trust Money. Subject to Section 9.05, the Trustee or
Paying Agent shall hold in trust money or U.S. Government Obligations deposited with it pursuant to
Section 9.01, 9.02 or 9.03, as the case may be, in respect of the Securities of any series and
shall apply the deposited money and the proceeds from deposited U.S. Government Obligations in
accordance with the Securities of such series and this Indenture to the payment of Principal of,
interest on and any Additional Amounts payable in respect of the Securities of such series; but
such money need not be segregated from other funds except to the extent required by law. The
Company agrees to 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 9.01, 9.02 or 9.03
or the Principal or interest received in respect thereof other
than any such tax, fee or other charge that by law is for the account of the Holders of
outstanding Securities.




          Section 9.05. Repayment to Company. Subject to Sections 8.07, 9.01, 9.02 and 9.03,
the Trustee and the Paying Agent shall promptly pay to the Company, upon request set forth in an
Officer’s Certificate, any money originally paid by a party making such request held by them at any
time and not required to make payments hereunder and thereupon shall be relieved from all liability
with respect to such money. The Trustee and the Paying Agent shall pay to the Company, upon
written request, any money originally paid by a party making such request held by them and required
to make payments hereunder that




          (a) remains unclaimed for two years; or




          (b) in the opinion of a nationally recognized firm of independent public accountants,
expressed in a written certification thereof delivered to the Trustee and Paying



42









 







Agent, are in
excess of the amount that would then be required to be deposited to effect defeasance or covenant
defeasance, as the case may be, in accordance with this Article Nine.


After payment to the Company, Holders entitled to such money must look to the Company for payment
as general creditors unless an applicable law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall cease.




ARTICLE TEN

AMENDMENTS, SUPPLEMENTS AND WAIVERS




          Section 10.01. Without Consent of Holders. The Company and the Trustee may amend or
supplement this Indenture or the Securities of any series without notice to or the consent of any
Holder:




          (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that
such amendments or supplements shall not materially and adversely affect the interests of the
Holders;




          (b) to comply with Sections 5.01 and 5.03;




          (c) to comply with any requirements of the Commission in connection with the qualification of
this Indenture under the Trust Indenture Act;




          (d) to evidence and provide for the acceptance of appointment hereunder with respect to the
Securities of any or all series by a successor Trustee;




          (e) to establish the form or forms or terms of Securities of any series or of the coupons
appertaining to such Securities as permitted by Section 2.03;




          (f) to provide for uncertificated Securities and to make all appropriate changes for such
purpose;




          (g) to provide for a guarantee from a third party on outstanding Securities of any series and
the Securities of any series that may be issued under this Indenture;




          (h) to change or eliminate any provision of this Indenture; provided that any such
change or elimination shall become effective only when there are no outstanding Securities of any
series created prior to the execution of such supplemental indenture that is entitled to the
benefit of such provision;




          (i) to supplement any of the provisions of this Indenture to such extent as shall be necessary
to permit or facilitate the defeasance and discharge of any series of Securities pursuant to
Sections 9.01, 9.02 and 9.03, provided that any such action shall not adversely affect the
interests of the Holders of such or any other series of Securities in any material respect; or




          (j) to make any change that does not materially and adversely affect the rights of any Holder.




43









 








          Section 10.02. With Consent of Holders. Subject to Sections 7.04 and 7.07, without
prior notice to any Holders, the Company and the Trustee may amend this Indenture and the
Securities of any series with the written consent of the Holders of a majority in Principal (or, if
any Securities are Original Issue Discount Securities, such portion of the Principal as may then be
accelerated under Section 7.02) of the outstanding Securities of all series affected by such
amendment (all such series voting as one class), and the Holders of a majority in Principal (or, if
any Securities are Original Issue Discount Securities, such portion of the Principal as may then be
accelerated under Section 7.02) of the outstanding Securities of all series affected thereby (all
such series voting as one class) by written notice to the Trustee may waive future compliance by
the Company with any provision of this Indenture or the Securities of such series.




          Notwithstanding the provisions of this Section 10.02, without the consent of each Holder
affected thereby, an amendment or waiver, including a waiver pursuant to Section 7.04, may not:




          (a) extend the stated maturity of the Principal of, or any sinking fund obligation or any
installment of interest on, such Holder’s Security, or reduce the Principal thereof, the rate of
interest thereon (including any amount in respect of original issue discount), or the Additional
Amounts payable in respect thereof or adversely affect the rights of such Holder under any
mandatory redemption or repurchase provision or any right of redemption or repurchase at the option
of such Holder, or reduce the amount of the Principal of an Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity thereof pursuant to Section 7.02 or
the amount thereof provable in bankruptcy, insolvency or similar proceeding, or change any place of
payment where, or the currency in which, any Principal, interest thereon or Additional Amounts
payable in respect thereof is payable, modify any right to convert or exchange such Holder’s
Security for another security to the detriment of the Holder, or impair the right to institute suit
for the enforcement of any such payment on or after the due date therefor;




          (b) reduce the percentage in principal amount of outstanding Securities of the relevant series
the consent of whose Holders is required for any such supplemental indenture, or for any waiver of
compliance with certain provisions of this Indenture or certain Defaults and their consequences
provided for in this Indenture, 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 10.02;




          (c) waive a Default in the payment of Principal of or interest on any Security of such Holder;
or




          (d) modify any of the provisions of this Section 10.02, except to increase any such percentage
or to provide that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each outstanding Security affected thereby.




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



44









 







this Indenture of the
Holders of Securities of any other series or of the coupons appertaining to such Securities.



          It shall not be necessary for the consent of any Holder under this Section 10.02 to approve
the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.




          After an amendment, supplement or waiver under this Section 10.02 becomes effective, the
Company shall give to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any
failure of the Company to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture or waiver.




          Section 10.03. Revocation and Effect of Consent. Until an amendment or waiver becomes
effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the Security of the
consenting Holder, even if notation of the consent is not made on any Security. However, any such
Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security.
Such revocation shall be effective only if the Trustee receives the notice of revocation before the
date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver
shall become effective with respect to any Securities affected thereby on receipt by the Trustee of
written consents from the requisite Holders of outstanding Securities affected thereby.




          The Company may, but shall not be obligated to, fix a record date (which may be not less than
10 nor more than 60 days prior to the solicitation of consents) for the purpose of determining the
Holders of the Securities of any series affected entitled to consent to any amendment, supplement
or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph,
those Persons who were such Holders at such record date (or
their duly designated proxies) and only those Persons shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given, whether or not such
Persons continue to be such Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date.




          After an amendment, supplement or waiver becomes effective with respect to the Securities of
any series affected thereby, it shall bind every Holder of such Securities unless it is of the type
described in any of Subsections (a) through (d) of Section 10.02. In case of an amendment or
waiver of the type described in Subsections (a) through (d) of Section 10.02, the amendment or
waiver shall bind each such Holder who has consented to it and every subsequent Holder of a
Security that evidences the same indebtedness as the Security of the consenting Holder.




          Section 10.04. Notation on or Exchange of Securities. If an amendment, supplement or
waiver changes the terms of any Security, the Trustee may require the Holder thereof to deliver it
to the Trustee. The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate notation on any Security
of such series thereafter authenticated. Alternatively, if the



45









 







Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate
a new Security of the same series and tenor that reflects the changed terms.



          Section 10.05. Trustee to Sign Amendments, Etc. The Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of any amendment, supplement or waiver authorized pursuant to this Article Ten is
authorized or permitted by this Indenture, stating that all requisite consents have been obtained
or that no consents are required and stating that such supplemental indenture constitutes the
legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, subject to customary exceptions. Subject to the preceding sentence, the Trustee
shall sign such amendment, supplement or waiver if the same does not adversely affect the rights of
the Trustee. The Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver that affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.




          Section 10.06. Conformity with Trust Indenture Act. Every supplemental indenture
executed pursuant to this Article Ten shall conform to the requirements of the Trust Indenture Act
as then in effect.




ARTICLE ELEVEN

MISCELLANEOUS




          Section 11.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be
governed by the provisions of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act.




          Section 11.02. Notices. Any notice or communication shall be sufficiently given if
written and (a) if delivered in person, when received or (b) if mailed by first
class mail, 5 days after mailing, or (c) as between the Company and the Trustee, if sent by
facsimile transmission, when transmission is confirmed, in each case addressed as follows:




46









 







if to the Company:



GlaxoSmithKline plc

980 Great Road West

Brentford

Middlesex TW8 9GS

England

Telephone No.: +44 (0) 20 8047 5000

Facsimile No.: +44 (0) 20 8047 6905

Attention: The Company Secretary



if to the Trustee:



Law Debenture Trust Company of New York

400 Madison Avenue, 4th Floor

New York, New York 10017

United States

Telephone No.: +1 (212) 750-6474

Facsimile No.: +1 (212) 750-1361

Attention: Corporate Trust Manager




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




          Any notice or communication shall be sufficiently given to Holders of Securities by mailing to
such Holders at their addresses as they shall appear on the Security Register. Notice mailed shall
be sufficiently given if so mailed within the time prescribed. Copies of any such communication or
notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.




          Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. Except as otherwise provided in this Indenture, if a
notice or communication is mailed in the manner provided in this Section 11.02, it is duly given,
whether or not the addressee receives it.




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




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




          Section 11.03. Certificate and Opinion as to Conditions Precedent. Upon any request
or application by the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:




47









 








          (a) an Officer’s Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with; and




          (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.




          Section 11.04. Statements Required in Certificate or Opinion. Each certificate or
opinion with respect to compliance with a condition or covenant provided for in this Indenture
shall include:




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




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




          (c) a statement that, in the opinion of each such person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and




          (d) a statement as to whether or not, in the opinion of each such person, such condition or
covenant has been complied with; provided, however, that, with respect to matters
of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public
officials.




          Section 11.05. Evidence of Ownership. The Company, the Trustee and any agent of the
Company or the Trustee may deem and treat the person in whose name any Security shall be registered
upon the Security Register for such series as the absolute owner of such Security (whether or not
such Security shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the Principal of and, subject to
the provisions of this Indenture, interest on such Security and for all other purposes; and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary.




          Section 11.06. Rules by Trustee, Paying Agent or Registrar. The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make
reasonable rules for its functions.




          Section 11.07. Payment Date other than a Business Day. If any date for payment of
Principal or interest on any Security shall not be a Business Day at any place of payment, then
payment of Principal of or interest on such Security, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day at any place of
payment with the same force and effect as if made on such date and no interest shall accrue in
respect of such payment for the period from and after such date.




          Section 11.08. Governing Law; Waiver of Jury Trial. The laws of the State of New York
shall govern this Indenture and the Securities. Each of the Company and the Trustee


48









 







hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Indenture, the Securities or the
transactions contemplated hereby.




          Section 11.09. No Adverse Interpretation of Other Agreements. This Indenture may not
be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary
of the Company. Any such indenture or agreement may not be used to interpret this Indenture.




          Section 11.10. Successors. All agreements of the Company in this Indenture and the
Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors.




          Section 11.11. Duplicate Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.




          Section 11.12. Separability. 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 11.13. Table of Contents, Headings, Etc.. The Table of Contents and headings
of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.




          Section 11.14. Incorporators, Stockholders, Officers and Directors of Company Exempt from
Individual Liability. No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons
appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such, or against any past, present or future stockholder, officer, director or
employee, as such, of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities and the coupons appertaining
thereto by the Holders thereof and as part of the consideration for the issue of the Securities and
the coupons appertaining thereto.




          Section 11.15. Judgment Currency. The Company agrees, to the fullest extent that it
may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the Principal of or interest on the
Securities of any series (the “Required Currency”) into a currency in which a judgment will
be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which final unappealable
judgment is entered, unless such day is not a Business Day in The City of New York, then, to the
extent permitted by applicable law, the rate of exchange used shall be the rate


49









 







at which in
accordance with normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in The City of New York preceding
the day on which a final unappealable judgment is entered and (b) its obligation under this
Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any
tender, or any recovery pursuant to any judgment (whether or not entered in accordance with
Subsection (a)), in any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the full amount of the
Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as
an alternative or additional cause of action for the purpose of recovering in the Required Currency
the amount, if any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture.





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SIGNATURES




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




	 	 	 	 	 
	 	GLAXOSMITHKLINE PLC,

as Issuer

 	 
	 	By:  	/s/
Victoria A. Whyte 	 
	 	 	Name:  	Victoria A. Whyte 	 
	 	 	Title:  	Deputy Company Secretary 	 
	 
	 	
LAW DEBENTURE TRUST COMPANY OF 
NEW YORK,
as Trustee

 	 
	 	By:  	/s/
Walter I. Johnson III	 
	 	 	Name:  	Walter I. Johnson III 	 
	 	 	Title:  	Assistant Vice President