Exhibit
4.1


EXECUTION COPY


 


 


PRUDENTIAL
plc


Issuer


 


 


and


 


 


Wilmington
Trust Company


Senior
Trustee


 


 












 


SENIOR
INDENTURE


 


Dated as
of August 6, 2004


 












 


 


Senior
Debt Securities


 






















 


PRUDENTIAL
plc


 


Reconciliation and
tie showing the location in this Senior Indenture of the provisions inserted
pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of
1939.


 


	
  Trust
  Indenture Act, Section

  	
   

  	
  Senior
  Indenture Section

  
	
  s310

  	
  (a)(1)

  	
   

  	
  6.09

  
	
   

  	
  (a)(2)

  	
   

  	
  6.09

  
	
   

  	
  (a)(3)

  	
   

  	
  Not applicable

  
	
   

  	
  (a)(4)

  	
   

  	
  Not applicable

  
	
   

  	
  (a)(5)

  	
   

  	
  6.09

  
	
   

  	
  (b)

  	
   

  	
  6.08 and 6.10

  
	
   

  	
  (c)

  	
   

  	
  Not applicable

  
	
  s311

  	
  (a)

  	
   

  	
  6.13

  
	
   

  	
  (b)

  	
   

  	
  6.13

  
	
   

  	
  (c)

  	
   

  	
  Not applicable

  
	
  s312

  	
  (a)

  	
   

  	
  7.01 and 7.02(a)

  
	
   

  	
  (b)

  	
   

  	
  7.02(b)

  
	
   

  	
  (c)

  	
   

  	
  7.02(c)

  
	
  s313

  	
  (a)

  	
   

  	
  7.03(a)

  
	
   

  	
  (b)

  	
   

  	
  7.03(a)

  
	
   

  	
  (c)

  	
   

  	
  7.03(a)

  
	
   

  	
  (d)

  	
   

  	
  7.03(b)

  
	
  s314

  	
  (a)

  	
   

  	
  7.04 and 10.04

  
	
   

  	
  (b)

  	
   

  	
  Not applicable

  
	
   

  	
  (c)

  	
   

  	
  1.02

  
	
   

  	
  (c)(1)

  	
   

  	
  1.02

  
	
   

  	
  (c)(2)

  	
   

  	
  1.02

  
	
   

  	
  (c)(3)

  	
   

  	
  1.01

  
	
   

  	
  (d)

  	
   

  	
  Not applicable

  
	
   

  	
  (e)

  	
   

  	
  1.02

  
	
  s315

  	
  (a)

  	
   

  	
  6.01(a)

  
	
   

  	
  (b)

  	
   

  	
  6.02 and 7.03(a)

  
	
   

  	
  (c)

  	
   

  	
  6.01(b)

  
	
   

  	
  (d)

  	
   

  	
  6.01(c)

  
	
   

  	
  (d)(1)

  	
   

  	
  6.01(c)(1)

  
	
   

  	
  (d)(2)

  	
   

  	
  6.01(c)(2)

  
	
   

  	
  (d)(3)

  	
   

  	
  6.01(c)(3)

  
	
   

  	
  (e)

  	
   

  	
  5.14

  
	
  s316

  	
  (a)(1)(A)

  	
   

  	
  5.02 and 5.12

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
   

  	
  (a)(2)

  	
   

  	
  Not applicable

  
	
   

  	
  (b)

  	
   

  	
  5.07

  
	
   

  	
  (c)

  	
   

  	
  1.04(a)

  
	
  s317

  	
  (a)(1)

  	
   

  	
  5.03

  
	
   

  	
  (a)(2)

  	
   

  	
  5.04

  
	
   

  	
  (b)

  	
   

  	
  10.03

  
	
  s318

  	
  (a)

  	
   

  	
  1.07

  



 


i

















 












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


 


ii

















 


TABLE
OF CONTENTS


 


	
  ARTICLE ONE

  
	
   

  	
   

  
	
  DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  
	
   

  	
   

  
	
  SECTION 1.01. Definitions.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.02. Compliance Certificates and Opinions.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.03. Form of Documents Delivered to Senior Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.04. Acts of Holders; Communication by Holders with
  Other Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.05. Notices, Etc., to Senior Trustee or Issuer.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.06. Notice to Holders; Waiver.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.07. Conflict with Trust Indenture Act.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.08. Effect of Headings and Table of Contents.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.09. Successors and Assigns.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.10. Separability Clause.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.11. Benefits of Senior Indenture.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.12. Governing Law.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.13. Non-Business Day.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.14. Immunity of Incorporators, Stockholders, Officers
  and Directors.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.15. Certain Matters Relating to Currencies.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.16. Language of Notices, Etc.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.17. Appointment of Agent for Service.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.18. Rules by the Senior Trustee and Agents.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.19. Successors; No Recourse Against Others.

  	
   

  
	
   

  	
   

  
	
  SECTION 1.20. Duplicate Originals.

  	
   

  



 


iii

















 


	
  ARTICLE TWO

  
	
   

  	
   

  
	
  SECURITY FORMS

  
	
   

  	
   

  
	
  SECTION 2.01. Forms of Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 2.02. Form of Senior Trustee’s Certificate of
  Authentication.

  	
   

  
	
   

  	
   

  
	
  SECTION 2.03. Securities in Global Form.

  	
   

  
	
   

  	
   

  
	
  ARTICLE THREE

  
	
   

  	
   

  
	
  THE SECURITIES

  
	
   

  	
   

  
	
  SECTION 3.01. Title; Payment and Terms

  	
   

  
	
   

  	
   

  
	
  SECTION 3.02. Denominations and Currencies.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.03. Execution, Authentication, Delivery and Dating.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.04. Temporary Securities and Exchange of Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.05. Registration, Registration of Transfer and
  Exchange.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.07. Payment of Interest; Interest Rights Preserved.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.08. Persons Deemed Owners

  	
   

  
	
   

  	
   

  
	
  SECTION 3.09. Cancellation.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.10. Computation of Interest.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.11. Currency and Manner of Payments in Respect of
  Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.12. Currency Determination Agent.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.13. Common Code, CUSIP or ISIN Numbers.

  	
   

  
	
   

  	
   

  
	
  SECTION 3.14. Authenticating Agents.

  	
   

  
	
   

  	
   

  
	
  ARTICLE FOUR

  
	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  
	
   

  	
   

  
	
  SECTION 4.01. Satisfaction and Discharge of Securities of any
  Series.

  	
   

  
	
   

  	
   

  
	
  SECTION 4.02. Application of Trust Money.

  	
   

  
	
   

  	
   

  
	
  SECTION 4.03. Satisfaction and Discharge of Senior Indenture.

  	
   

  
	
   

  	
   

  



 


iv

















 


	
  SECTION 4.04. Reinstatement.

  	
   

  
	
   

  
	
  ARTICLE FIVE

  
	
   

  
	
  REMEDIES

  
	
   

  	
   

  
	
  SECTION 5.01. Events of Default.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.02. Acceleration of Maturity; Rescission and
  Annulment.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.03. Collection of Indebtedness and Suits for
  Enforcement by Senior Trustee

  	
   

  
	
   

  	
   

  
	
  SECTION 5.04. Senior Trustee May File Proofs of Claim.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.05. Senior Trustee May Enforce Claims Without
  Possession of Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.06. Application of Money Collected.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.07. Limitation on Suits.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.08. Unconditional Right of Holders to Receive
  Principal (and Premium, if any) and Interest, if any.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.09. Restoration of Rights and Remedies

  	
   

  
	
   

  	
   

  
	
  SECTION 5.10. Rights and Remedies Cumulative.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.11. Delay or Omission Not Waiver.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.12. Control by Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.13. Waiver of Past Defaults.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.14. Undertaking for Costs.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.15. Waiver of Stay or Extension Laws.

  	
   

  
	
   

  	
   

  
	
  SECTION 5.16. Judgment Currency.

  	
   

  
	
   

  	
   

  
	
  ARTICLE SIX

  
	
   

  
	
  THE SENIOR TRUSTEE

  
	
   

  	
   

  
	
  SECTION 6.01. Certain Duties and Responsibilities.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.02. Notice of Default.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.03. Certain Rights of Senior Trustee.

  	
   

  
	
   

  	
   

  



 


v

















 


	
  SECTION 6.04. Not Responsible for Recitals or Issuance of
  Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.05. May Hold Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.06. Money Held in Trust.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.07. Compensation and Reimbursement.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.08. Disqualification; Conflicting Interests.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.09. Corporate Senior Trustee Required; Different
  Senior Trustees for Different Series; Eligibility.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.10. Resignation and Removal; Appointment of
  Successor.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.11. Acceptance of Appointment by Successor.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.12. Merger, Conversion, Consolidation or Succession
  to Business.

  	
   

  
	
   

  	
   

  
	
  SECTION 6.13. Preferential Collection of Claims Against the
  Issuer.

  	
   

  
	
   

  	
   

  
	
  ARTICLE SEVEN

  
	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY SENIOR
  TRUSTEE AND ISSUER

  
	
   

  	
   

  
	
  SECTION 7.01. Issuer to Furnish Senior Trustee Names and
  Addresses of Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.02. Preservation of Information; Communications to
  Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.03. Reports by Senior Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 7.04. Reports by Issuer.

  	
   

  
	
   

  	
   

  
	
  ARTICLE EIGHT

  
	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE OR
  TRANSFER

  
	
   

  	
   

  
	
  SECTION 8.01. Issuer May Consolidate, Etc., Only on Certain Terms.

  	
   

  
	
   

  	
   

  
	
  SECTION 8.02. Successor Corporation Substituted.

  	
   

  
	
   

  	
   

  
	
  ARTICLE NINE

  
	
   

  
	
  SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  
	
  SECTION 9.01. Supplemental Senior Indentures Without Consent of
  Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 9.02. Supplemental Senior Indentures With Consent of
  Holders.

  	
   

  
	
   

  	
   

  
	
  SECTION 9.03. Execution of Supplemental Senior Indentures.

  	
   

  
	
   

  	
   

  



 


vi

















 


	
  SECTION 9.04. Effect of Supplemental Senior Indentures.

  	
   

  
	
   

  	
   

  
	
  SECTION 9.05. Conformity With Trust Indenture Act.

  	
   

  
	
   

  	
   

  
	
  SECTION 9.06. Reference in Securities to Supplemental Senior
  Indentures.

  	
   

  
	
   

  	
   

  
	
  ARTICLE TEN

  
	
   

  
	
  COVENANTS

  
	
   

  	
   

  
	
  SECTION 10.01. Payment of Principal (and Premium, if any) and
  Interest, if any.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.02. Maintenance of Office or Agency.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.03. Money for Securities Payments to Be Held in
  Trust.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.04. Statements as to Compliance.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.05. Corporate Existence.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.06. Negative Pledge.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.07. Waiver of Certain Covenants.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.08. Payment of Additional Amounts.

  	
   

  
	
   

  	
   

  
	
  SECTION 10.09. Calculation of Original Issue Discount.

  	
   

  
	
   

  	
   

  
	
  ARTICLE ELEVEN

  
	
   

  
	
  REDEMPTION
  OF SECURITIES

  
	
   

  	
   

  
	
  SECTION 11.01. Applicability of This Article.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.02. Election to Redeem; Notice to Senior Trustee.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.03. Selection of Securities to Be Redeemed.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.04. Notice of Redemption.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.05. Deposit of Redemption Price.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.06. Securities Payable on Redemption Date.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.07. Securities Redeemed in Part.

  	
   

  
	
   

  	
   

  
	
  SECTION 11.08. Tax Redemption.

  	
   

  
	
   

  	
   

  



 


vii

















 


	
  ARTICLE TWELVE

  
	
   

  
	
  SINKING FUNDS

  
	
   

  	
   

  
	
  SECTION 12.01. Applicability of This Article.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.02. Satisfaction of Sinking Fund Payments With
  Securities.

  	
   

  
	
   

  	
   

  
	
  SECTION 12.03. Redemption of Securities for Sinking Fund.

  	
   

  



 


viii

















 


PRUDENTIAL
SENIOR INDENTURE


 


This is a SENIOR
INDENTURE dated as of August 6, 2004, among Prudential plc, a public limited
company duly organized and existing under the laws of England and Wales and
having its principal office at Laurence Pountney Hill, London EC4R 0HH, England
(hereinafter called the “Issuer”), and Wilmington Trust Company, a banking
corporation duly organized and existing under the laws of Delaware and having
its Corporate Trust Office at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890 USA, as Senior Trustee (hereinafter called the
“Senior Trustee”).


 


RECITALS
OF THE ISSUER


 


The Issuer deems
it necessary to issue from time to time for its lawful purposes securities in
registered form (hereinafter called the “Securities”) evidencing its unsecured
indebtedness and has duly authorized the execution and delivery of this Senior
Indenture to provide for the issuance from time to time of the Securities,
unlimited as to principal amount, to have such titles, to bear such rates of
interest, to mature at such time or times and to have such other provisions as
shall be established as hereinafter provided.


 


All things necessary
to make this Senior Indenture a valid agreement of the Issuer, in accordance
with its terms, have been done, and the Issuer proposes to do all things
necessary to make the Securities, when executed by the Issuer and authenticated
and delivered by the Senior Trustee hereunder and duly issued by the Issuer,
the valid obligations of the Issuer as hereinafter provided.


 


NOW
THEREFORE, THIS SENIOR INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION


 


SECTION 1.01.  Definitions.


 


For all purposes
of this Senior Indenture and all Securities issued hereunder, except as
otherwise expressly provided herein, in one or more indentures supplemental
hereto or in an Officers’ Certificate pursuant to Section 3.01 or unless
the context otherwise requires:


 


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


 


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


 

















 


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


 


(4)                                  the
words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Senior Indenture as a whole and not to any particular Article,
Section or other subdivision.


 


Certain terms,
used principally in Article Three and Article Six, are defined in
those Articles.


 


“Act”,
when used with respect to any Holder, has the meaning specified in
Section 1.04.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.  For the purposes
of this definition, “control”, when used with respect to any specified Person,
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Auditors”
means the auditors for the time being of the Issuer, or if there shall be joint
auditors of the Issuer, any one or more of such joint auditors.


 


“Authenticating
Agent” means any Person authorized to authenticate and deliver
Securities in the name of and as the agent of, the Senior Trustee for the
Securities of any series pursuant to Section 3.14.


 


“Bankruptcy
Law” means any bankruptcy, insolvency, reorganization or other
similar law of the United States or any State thereof, England or Wales or any
other applicable country or jurisdiction.


 


“Board of
Directors” means the board of directors of the Issuer or any duly
authorized committee of that board or any director or directors and/or officer
or officers of the Issuer to whom that board or committee shall have duly
delegated its authority.


 


“Board
Resolution” means (i) a copy of a resolution certified by a
director, the Secretary or a Deputy or Assistant Secretary of the Issuer to
have been duly adopted by the Board of Directors or an authorized committee
thereof and to be in full force and effect on the date of such certification,
or (ii) a certificate signed by the director or directors and/or officer or
officers to whom the Board of Directors of the Issuer shall have duly delegated
its authority, and, in each case, delivered to the Senior Trustee for the
Securities of any series.


 


“Business Day”,
when used with respect to any particular Place of Payment, means, unless
otherwise specified in the Securities of a series, each day, other than a
Saturday or Sunday, which is not a day on which commercial banking institutions
in The City of New 


 


2

















 


York or in London, England or in the applicable Place of Payment, or,
in respect of any payment to be made in a Foreign Currency, in the principal
financial center of the country issuing such Foreign Currency, are authorized
or required by law, regulation or executive order to close, and shall otherwise
mean each day, other than a Saturday or Sunday, which is not a day on which
banking institutions, at the place where any specified act pursuant to this
Senior Indenture is to occur, are authorized or required by law, regulation or
executive order to close.


 


“Certificate
of a Firm of Independent Public Accountants” means a certificate
signed by any firm of independent public accountants of nationally recognized
standing in the country of organization of the Issuer selected by the Issuer
which may include the Auditors of the Issuer.


 


“Commission”
means the United States Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act (as defined below), or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act,
then the body performing such duties on such date.


 


“Component
Currency” has the meaning specified in Section 3.11(h).


 


“Conversion
Date” has the meaning specified in Section 3.11(d).


 


“Conversion
Event” means the unavailability of any Foreign Currency or currency
unit due to the imposition of exchange controls or other circumstances beyond
the control of the Issuer.


 


“Corporate
Trust Office” means the office of the Senior Trustee for Securities
of any series at which at any particular time its corporate trust business
shall be principally administered, which office of Wilmington Trust Company, at
the date of the execution of this Senior Indenture, is located at Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890 USA.


 


“corporation”
includes corporations, associations, companies and business trusts.


 


“Currency
Determination Agent”, with respect to Securities of any series,
means, unless otherwise specified in the Securities of a series, a New York
Clearing House bank designated pursuant to Section 3.01 or
Section 3.12.


 


“Currency
Determination Agent’s Certificate” means a certificate or facsimile
thereof setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar, Foreign Currency or currency unit amounts of principal (and premium, if
any) and interest, if any (on an aggregate basis and on the basis of a Security
having the lowest denomination principal amount determined in accordance with
Section 3.02 in the relevant currency or currency unit), payable with
respect to a Security of any series on the basis of such Market Exchange Rate,
signed by the Currency Determination Agent.


 


“Defaulted
Interest” has the meaning specified in Section 3.07.


 


3

















 


“Depositary”
means, with respect to the Securities of any series issuable or issued in the
form of a global Security, the Person designated as Depositary by the Issuer
pursuant to Section 3.01 until a successor Depositary shall have become
such pursuant to the applicable provisions of this Senior 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 each Depositary with respect to the Securities of that series.


 


“Directives”
means the Directive 98/78/EC of the European Union and the Directive 2002/87/EC
of the European Union.


 


“Discounted
Security” means any Security which provides for an amount (excluding
any amounts attributable to accrued but unpaid interest thereon) less than the
principal amount thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.02.


 


“Dollar
Equivalent of the Currency Unit” has the meaning specified in
Section 3.11(g).


 


“Dollar
Equivalent of the Foreign Currency” has the meaning specified in
Section 3.11(f).


 


“Dollars”
and the sign “$” mean the currency of the United States that as at the
time of payment is legal tender for the payment of public and private debts.


 


“Election
Date” has the meaning specified in Section 3.11(h).


 


“euro”
means the single currency of the participating member states of the European
Union that adopted the euro as their lawful currency pursuant to the Treaty
establishing the European Union (as amended from time to time), and
“participating member states” means those member states of the European Union from
time to time which adopt a single, shared currency in the Third Stage, as
defined and identified in European Union legislation.


 


“Event of
Default” has the meaning specified in Section 5.01.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


 


“Exchange
Rate Officers’ Certificate” means a certificate or facsimile thereof
setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar,
Foreign Currency or currency unit amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with
Section 3.02 in the relevant currency or currency unit), payable with
respect to a Security of any series on the basis of such Market Exchange Rate,
signed by the finance director or treasurer of the Issuer.


 


“Foreign
Currency” means a currency issued and actively maintained as a
country’s or countries’ recognized unit of domestic exchange by the government of
any country other than the United States.


 


4

















 


“Holder”,
when used with respect to any Security, means the Person in whose name a
Security is registered in the Security Register.


 


“Indebtedness
for Moneys Borrowed” means the principal amount of (i) all moneys
borrowed and (ii) all debentures (together in each case with any fixed or
minimum premium payable on final redemption or repayment) which neither the
Issuer nor any Subsidiary beneficially owns for the time being.


 


“interest”,
when used with respect to a Discounted Security which by its terms bears
interest only after Maturity, means interest payable after Maturity.


 


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


 


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


 


“Issuer
Request” and “Issuer Order” mean, respectively, a
written request or order (a) signed in the name of the Issuer by (i) any two of
its chairman of the board, deputy chairman of the board, group chief executive
officer, treasurer, group finance director or director group finance and risk,
(ii) any one of the foregoing Persons together with any group secretary or
deputy group secretary of the Issuer, or (iii) any two Persons designated by
the Issuer in an Issuer Order previously delivered to the Senior Trustee for
Securities of any series and (b) delivered to the Senior Trustee and/or
Principal Paying Agent, as the case may be, for Securities of any series in
accordance with the provisions of this Senior Indenture.


 


“Market
Exchange Rate” means, unless otherwise specified in the Securities
of a series, (i) for any conversion involving a currency unit on the one hand
and Dollars or any Foreign Currency on the other, the exchange rate between the
relevant currency unit and Dollars or such Foreign Currency calculated by the
method specified pursuant to Section 3.01 for the Securities of the
relevant series and (ii) for any conversion of Dollars into any Foreign
Currency or for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or Foreign
Currency into which conversion is being made could be purchased with the
Dollars or Foreign Currency from which conversion is being made from major
banks located in either New York City, New York, London, England, or any other
principal market for Dollars or such Foreign Currency, in each case determined
by the Issuer or the Currency Determination Agent.  In the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i) and (ii), the Issuer or the Currency
Determination Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City, New York, London, England, or other principal market for such currency or
currency unit in question, or such other quotations as the Issuer or the
Currency Determination Agent shall deem appropriate.  Unless otherwise specified by the Issuer or the Currency
Determination Agent, if there is more than one market for dealing in any currency
or currency unit by reason of foreign exchange regulations or otherwise, the
market to be used in respect of such currency or currency unit 


 


5

















 


shall be that upon which a nonresident issuer of securities designated
in such currency or currency unit would purchase such currency or currency unit
in order to make payments in respect of such securities.  For purposes of this definition, a
“nonresident issuer” shall mean an issuer that is not a resident of the country
or countries that issue such currency or whose currencies are included in such
currency unit.


 


“Maturity”,
when used with respect to any Security, means the date on which the principal
(or, if the context so requires, lesser amount in the case of Discounted
Securities) of (or premium, if any, on) that Security becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by declaration
of acceleration, call for redemption, request for redemption, repayment at the
option of the Holder, pursuant to any sinking fund provisions or otherwise.


 


“Officers’
Certificate” means a certificate of the Issuer signed by (i) any two
of its chairman of the board, deputy chairman of the board, group chief
executive officer, treasurer, group finance director or director group finance
and risk or (ii) any one of the foregoing Persons together with any group
secretary or deputy group secretary of the Issuer, and delivered in form and
substance reasonably acceptable to the Senior Trustee and/or Principal Paying
Agent, as the case may be, for the Securities of any series in accordance with
the provisions of this Senior Indenture.


 


“Opinion of
Counsel” means a written opinion of outside legal counsel in form
and substance reasonably acceptable to the Senior Trustee for the Securities of
any series and who may be regular outside counsel to the Issuer.


 


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


 


(1)                                  Securities
which have been cancelled by the Senior Trustee for such Securities or
delivered to such Senior Trustee for cancellation;


 


(2)                                  Securities
or portions thereof for whose payment or redemption money in the necessary
amount and in the required currency or currency unit has been deposited with or
to the order of the Senior Trustee for such Securities or any Paying Agent
(other than the Issuer or any other obligor upon the Securities) in trust or
set aside and segregated in trust by the Issuer or any other obligor upon the
Securities (if the Issuer or any other obligor upon the Securities shall act as
its own Paying Agent) for the Holders of such Securities; provided, however,
that, if such Securities or portions thereof are to be redeemed, notice of such
redemption has been duly given pursuant to this Senior Indenture, or provision
therefor satisfactory to such Senior Trustee has been made unless, in each
case, there is a default in such payment or redemption; and


 


(3)                                  Securities
which have been paid pursuant to Section 3.06 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant
to this Senior Indenture, other than any such Securities in respect of which
there shall have been presented proof reasonably satisfactory to the Issuer and
the Senior Trustee for such Securities that any such Securities are held by
bona fide holders in due course;


 


6

















 


provided, however,
that in determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver or taken any other action hereunder (a)
Securities owned by the Issuer or any other obligor upon the Securities or any
Affiliate of the Issuer or such other obligor shall be disregarded and deemed
not to be Outstanding, except that, (i) in determining whether the Senior
Trustee for such Securities shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or action,
only Securities which a Responsible Officer of such Senior Trustee actually
knows to be so owned shall be so disregarded and (ii) Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of such Senior Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Issuer
or any other obligor upon the Securities or any Affiliate of the Issuer or of
such other obligor and (b) the principal amount of a Discounted Security that
shall be deemed to be Outstanding for such purposes shall be equal to the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration pursuant to
Section 5.02.


 


“Paying Agent”
means any Person authorized by the Issuer to pay the principal of (and premium,
if any, on) or interest, if any, on, and any additional amounts in respect of,
any Securities on behalf of the Issuer and shall include the Senior Trustee.


 


“Person”
means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof or any other entity.


 


“Place of
Payment”, when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any, on) and
interest, if any, on, and any additional amounts in respect of, the Securities
of that series are payable, as contemplated by Section 3.01.


 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by that
particular Security, and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Security.


 


“Principal
Subsidiary” means The Prudential Assurance Company Limited, for so
long as such company shall remain a Subsidiary.


 


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


 


“Redemption
Price”, when used with respect to any Security to be redeemed,
means, unless otherwise specified in the Securities of a series, the aggregate
of the amounts payable on redemption being the principal amount plus accrued
interest.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date
on the Securities of any series, means the date, if any, specified for that
purpose as contemplated by Section 3.01.


 


7

















 


“Relevant
Indebtedness” means any Indebtedness for Moneys Borrowed (other than
indebtedness in the form of Sterling Debenture Stock or indebtedness which has
a stated maturity not exceeding one year) which is in the form of, or
represented or evidenced by, bonds, notes, debentures, loan stock or other
securities which, with the Issuer’s agreement or the agreement of any relevant
Subsidiary, as the case may be, are quoted, listed, dealt in or traded on a
stock exchange or over the counter or other recognized securities market
(whether or not distributed by way of private placement) excluding any
Indebtedness for Moneys Borrowed incurred to acquire an asset from outside the
Prudential plc group in respect of which the person to whom such indebtedness
is owed has no recourse whatsoever to Prudential plc or the Principal
Subsidiary, as the case may be, for repayment other than recourse for amounts
limited to the cash flow or net cash flow (other than historic cash flow or
historic net cash flow) from such asset.


 


“Responsible
Officer”, when used with respect to the Senior Trustee for any
series of Securities, means any officer of such Senior Trustee assigned to
administer its corporate trust matters or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


“Securities”
means securities in registered form evidencing unsecured indebtedness of the
Issuer authenticated and delivered under this Senior Indenture and registered
in the Security Register.


 


“Security
Register” and “Security Registrar” have the respective
meanings specified in Section 3.05.


 


“Senior
Indenture” means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, unless the context
otherwise requires, shall include the terms of a particular series of
Securities established as contemplated by Section 3.01.


 


“Senior
Trustee” means the Person named as the “Senior Trustee” in the first
paragraph of this instrument and, subject to the provisions of Article Six
hereof, shall also include its successors and assigns as Senior Trustee
hereunder. If there shall be at one time more than one Senior Trustee
hereunder, “Senior Trustee” shall mean each such Senior Trustee and shall apply
to each such Senior Trustee only with respect to those series of Securities
with respect to which it is serving as Senior Trustee.


 


A “series”
of Securities means all Securities denoted as part of the same series
authorized by or pursuant to a particular Board Resolution or a particular
indenture supplemental hereto.


 


“Special
Record Date” for the payment of any Defaulted Interest on the Securities
of any series means a date fixed by the Issuer for such series pursuant to
Section 3.07.


 


“Specified
Amount” has the meaning specified in Section 3.11(h).


 


“Stated
Maturity”, when used with respect to any Security or any installment
of principal thereof (or premium, if any, thereon) or interest, if any,
thereon, means the date 


 


8

















 


specified in such Security as the fixed date on which the principal of
such Security (or premium, if any, thereon) or such installment of principal
(or premium, if any, thereon) or interest is due and payable.


 


“Sterling
Debenture Stock” means secured loan stock in registered form or to
be in registered form, listed on the London Stock Exchange, denominated in or
payable in Sterling and initially primarily distributed to investors in the
United Kingdom.


 


“Stock
Exchange”, unless specified otherwise with respect to any particular
series of Securities, means any stock exchange or securities association upon
which any Securities of that series are duly listed.


 


“Sterling”
and the sign “£” mean United Kingdom Pounds Sterling.


 


“Subsidiary”
means a subsidiary undertaking of the Issuer, within the meaning of
Section 258 of the Companies Act 1985 of Great Britain as amended by the
Companies Act 1989 of Great Britain.


 


“Tax Event”
means, with respect to a series of Securities, a determination by the Issuer
that, in making any interest payments in respect of such Securities, the Issuer
has paid or will or would on the next Interest Payment Date be required to pay
additional amounts, as required by Section 10.08.


 


“Trust
Indenture Act” means the U.S. Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in force at the date as
of which this instrument was executed, except as provided in Section 9.05.


 


“United
Kingdom” and “U.K.” mean The United Kingdom of Great
Britain and Northern Ireland.


 


“United
States” and “U.S.” mean, unless otherwise specified
with respect to the Securities of a series pursuant to Section 3.01, the
United States of America (including the States and the District of Columbia),
its territories, its “possessions” (which include at the date of this Senior
Indenture Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands) and other areas subject to its jurisdiction.


 


“U.S.
Government Obligations” means non-callable (i) direct obligations
(or certificates representing an ownership interest in such obligations) of the
United States for which its full faith and credit are pledged or (ii)
obligations of a Person controlled or supervised by, and acting as an agency or
instrumentality of, the United States, the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation of the United
States.


 


“Valuation
Date” has the meaning specified in Section 3.11(c).


 


“Yield to
Maturity”, when used with respect to any Discounted Security, means
the yield to maturity, if any, set forth in such Discounted Security.


 


SECTION 1.02.  Compliance
Certificates and Opinions.


 


9

















 


 


Upon any
application or request by the Issuer to the Senior Trustee for any series of
Securities to take any action under any provision of this Senior Indenture, the
Issuer shall furnish to such Senior Trustee an Officers’ Certificate stating
that all conditions precedent, if any, provided for in this Senior Indenture
relating to the proposed action have been complied with, and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, provided that in the case of any
such application or request as to which the furnishing of such documents is
specifically required by any provision of this Senior Indenture relating to
such particular application or request, the requirements hereof and thereof may
be satisfied by the same documents as contemplated by Section 1.03 such
that no duplicate certificate or opinion need be furnished.


 


Every certificate
(other than certificates provided pursuant to Section 10.04) or opinion
with respect to compliance with a condition or covenant provided for in this
Senior Indenture shall include the following (or such other statements or
information as the Senior Trustee may reasonably request):


 


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


 


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


 


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


 


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


 


SECTION 1.03.  Form of Documents
Delivered to Senior Trustee.


 


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


 


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


 


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


 


10

















 


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


 


SECTION 1.04.  Acts of Holders;
Communication by Holders with Other Holders.


 


(a)                                  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Senior Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Senior Trustee for the appropriate series of Securities and, where it is hereby
expressly required, to the Issuer.  Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Senior Indenture and
(subject to Section 6.01) conclusive in favor of the Senior Trustee for
the appropriate series of Securities, the Issuer and any agent of such Senior
Trustee or the Issuer, if made in the manner provided in this Section.


 


The Issuer may set
at its discretion a record date for purposes of determining the identity of
Holders of Securities entitled to vote or consent to any action by vote or
consent authorized or permitted under this Senior Indenture, but the Issuer
shall have no obligation to do so.  If
not set by the Issuer prior to the first solicitation of Holders of Securities
of such series made by any Person in respect of any such action, or, in the
case of any such vote, prior to such vote, the record date for any such action
or vote shall be the 30th day prior to the first solicitation of such vote or consent
or, if later, the date of the most recent list of Holders furnished to the
Senior Trustee prior to such solicitation pursuant to Section 7.01. Upon
the fixing of such a record date, those persons who were Holders of Securities
at such record date (or their duly designated proxies), and only those persons,
shall be entitled with respect to such Securities to take such action by vote
or consent or to revoke any vote or consent previously given, whether or not
such persons continue to be Holders after such record date.


 


(b)                                 Subject
to Section 6.03, the fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public, commissioner for oaths or
other officer authorized by law to take acknowledgements of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by an officer of a corporation or
association or a member of a partnership, or an official of a public or
governmental body, on behalf of such corporation, association, partnership or
public or governmental body or by a fiduciary, such certificate or affidavit
shall also constitute sufficient proof of this authority.


 


(c)                                  Subject
to Section 6.03, the fact and date of the execution by any Person of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Senior Trustee for the appropriate
series of Securities deems sufficient.


 


11

















 


(d)                                 The
principal amount and serial numbers of Securities held by any Person, and the
date of holding the same, shall be proved by the Security Register.


 


(e)                                  In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver under this Senior Indenture, the principal
amount of a Discounted Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 5.02 at the time the taking of such action by the Holders of such
requisite aggregate principal amount is evidenced to the Senior Trustee for
such Securities.


 


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


 


SECTION 1.05.  Notices, Etc., to
Senior Trustee or Issuer.


 


Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Senior Indenture to be made upon,
given or furnished to, or filed with:


 


(1)                                  the
Senior Trustee for a series of Securities by any Holder or by the Issuer shall
be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with such Senior Trustee at its Corporate Trust Office,
“Attention: Corporate Trust Administration”; or


 


(2)                                  the
Issuer by the Senior Trustee or any Holder shall be sufficient for every
purpose hereunder (except as provided in clause (3) of Section 5.01) if
(a) addressed to Prudential plc, “Attention: Group Secretarial” and (b) in
writing and mailed, first class postage prepaid, or hand delivered to the
Issuer addressed to it at the address of its principal office specified in the
first paragraph of this Senior Indenture or at any other address previously
furnished in writing to such Senior Trustee by the Issuer, or if sent by
facsimile transmission addressed to the Issuer at facsimile number + 44 (0)20
7548 3739 or at any other facsimile number previously furnished in writing to
such Senior Trustee by the Issuer.


 


SECTION 1.06.  Notice to Holders;
Waiver.


 


Where this Senior
Indenture provides for notice to Holders of a series of Securities of any
event, such notice shall be given (unless otherwise expressly provided herein
or in the Securities of a series) in writing and mailed, first class postage
prepaid, to each Holder, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice.


 


In any case where
notice to Holders of Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
of a 


 


12

















 


Security shall affect the sufficiency of such notice with respect to
other Holders of Securities. Any notice mailed in the manner prescribed by this
Senior Indenture shall be deemed to have been given whether or not received by
any particular Holder. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice to Holders of Securities by mail, then such notification as shall be
made with the approval of the Senior Trustee for such Securities shall
constitute a sufficient notification for every purpose hereunder.


 


Notwithstanding
the first paragraph of this Section 1.06, if the entire principal amount
of the Securities of a series or a portion thereof is represented by one or
more global Securities held by a Depositary, all notices with respect to such
entire principal amount or portion thereof, as the case may be, shall be sent
only to such Depositary or its nominee, as the Holder, and such Depositary will
communicate such notices to its participants in accordance with its standard
procedures.


 


Where this Senior
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 Senior Trustee for such Securities,
but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver.


 


A copy of any
notice or communication sent by the Issuer to any Holder of Securities shall also
be provided to the Senior Trustee for such Securities at the same time in the
manner provided for notices to the Senior Trustee under Section 1.05.


 


SECTION 1.07.  Conflict with
Trust Indenture Act.


 


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


 


SECTION 1.08.  Effect of Headings
and Table of Contents.


 


The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


 


SECTION 1.09.  Successors and
Assigns.


 


All covenants and
agreements in this Senior Indenture by the Issuer shall bind its respective
successors and assigns, whether so expressed or not.


 


SECTION 1.10.  Separability
Clause.


 


In any case any
provision in this Senior 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.


 


13

















 


SECTION 1.11.  Benefits of Senior
Indenture.


 


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


 


SECTION 1.12.  Governing Law.


 


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


 


SECTION 1.13.  Non-Business Day.


 


Unless otherwise
specified in the Securities of a series, in any case where any Interest Payment
Date, Redemption Date or Stated Maturity of a Security of any particular series
shall not be a Business Day at any Place of Payment with respect to Securities
of that series, then (notwithstanding any other provision of this Senior
Indenture) payment of principal (or, if the context so requires, lesser amount
in the case of Discounted Securities) of (and premium, if any, on) and
interest, if any, with respect to such Security need not be made at such Place
of Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity; provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be; and provided,
further, that if such next succeeding Business Day at any Place of
Payment would fall in the succeeding fiscal year of the Issuer, payment may be
made in full on the immediately preceding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.


 


SECTION 1.14.  Immunity of
Incorporators, Stockholders, Officers and Directors.


 


No recourse shall
be had for the payment of the principal of (or premium, if any, on), or the
interest, if any, on any Security of any series, or for any claim based
thereon, or upon any obligation, covenant or agreement of this Senior Indenture
or any indenture supplemental hereto, or any Security, or because of any
indebtedness evidenced thereby, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Issuer or of any
predecessor or successor corporations thereto, either directly or indirectly
through the Issuer or any predecessor or successor corporations, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise; it being expressly agreed and understood
that this Senior Indenture and all the Securities of each series are solely
corporate obligations, and that no personal liability whatsoever shall attach
to, or is incurred by, any incorporator, stockholder, officer or director,
past, present or future, of the Issuer or of any predecessor or successor
corporations thereto, either directly or indirectly through the Issuer or any
such predecessor or successor corporations, because of the incurring of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants or agreements contained in this Senior Indenture or in any of the
Securities of any series, as the case may be, or to be implied herefrom or
therefrom; and that all such personal liability is hereby expressly released
and waived as a condition of, and as 


 


14

















 


part of the consideration for, the execution of this Senior Indenture
and the issuance of the Securities of each series.


 


SECTION 1.15.  Certain Matters
Relating to Currencies.


 


Whenever any
action or Act is to be taken hereunder by the Holders of Securities denominated
in different currencies or currency units, then for purposes of determining the
principal amount of Securities held by such Holders, the aggregate principal
amount of the Securities denominated in a Foreign Currency or currency unit
shall be deemed to be that amount of Dollars that could be obtained for such
principal amount on the basis of a spot rate of exchange specified to the
Senior Trustee for such series in an Exchange Rate Officers’ Certificate or a
Currency Determination Agent’s Certificate for such Foreign Currency or
currency unit into Dollars as of the date the taking of such action or Act by
the Holders of the requisite percentage in aggregate principal amount of the
Securities.


 


SECTION 1.16.  Language of
Notices, Etc.


 


Any request,
demand, authorization, direction, notice, consent, waiver or other action
required or permitted under this Senior Indenture shall be in the English
language, and any published notice may also be in an official language of the
country or province of publication.


 


15

















 


SECTION 1.17.  Appointment of
Agent for Service.


 


By the execution
and delivery of this Senior Indenture, the Issuer designates and appoints
Jackson National Life Insurance Company at 1 Corporate Way, Lansing, Michigan
48951, as its authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to the Securities or this Senior
Indenture which may be instituted in any Federal or New York State Court
located in the Borough of Manhattan, City and State of New York, but for that
purpose only, and agrees that service of process upon said Jackson National
Life Insurance Company, directed to the attention of Thomas J. Meyer and
written notice of said service given by the Person serving the same to it,
addressed as provided in Section 1.05, shall be deemed in every respect
effective service of process upon it in any such suit or proceeding in any
Federal or State court in such Borough, City and State. The Issuer hereby
submits (for the purposes of any such suit or proceedings) to the jurisdiction
of any such court in which any such suit or proceeding is so instituted, and
irrevocably waives, to the fullest extent it may lawfully do so, any objection
it may have now or hereafter to the laying of the venue of any such suit,
action or proceeding in any such court and irrevocably waives, to the fullest extent
it may lawfully do so, any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Such
submission and waiver shall be irrevocable so long as any of the Securities
remain Outstanding and such appointment shall be irrevocable until the
appointment with due care of a reputable successor by the Issuer and such
successor’s acceptance of such appointment. Upon such acceptance, the Issuer
shall notify the Senior Trustee of the name and address of such successor. The
Issuer further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment of said Jackson National Life
Insurance Company or its successor in full force and effect so long as any of
the Securities shall be Outstanding. The Senior Trustee shall not be obligated
and shall have no responsibility with respect to any failure by the Issuer to
take any such action.


 


The Issuer agrees,
to the fullest extent that it lawfully may do so, that final judgment in any
such suit, action or proceeding brought in such a court shall be conclusive and
binding upon the Issuer and may be enforced in the courts of England and Wales
(or any other courts to the jurisdiction of which the Issuer is subject) by a
suit upon such judgment, provided that service of process is effected upon the
Issuer in the manner specified in the foregoing paragraph or as otherwise
permitted by law; provided, however, that the Issuer does not waive, and the
foregoing provisions of this sentence shall not constitute or be deemed to
constitute a waiver of, (i) any right to appeal any such judgment, to seek any
stay or otherwise to seek reconsideration or review of any such judgment, (ii)
any stay of execution or levy pending an appeal from, or a suit, action or
proceeding for reconsideration of, any such judgment, or (iii) any other right
or remedy of the Issuer to the extent not expressly waived in accordance with
this Section.


 


Notwithstanding
the foregoing, any actions arising out of or relating to the Securities or this
Senior Indenture may be instituted by any party hereto and, subject to the
limitations set forth in Article Five of this Senior Indenture, by the
Holder of any Security in any competent court in England and Wales.


 


16

















 


Nothing in this
Section shall affect the right of the Senior Trustee or any Holder of any
Security to serve process in any manner permitted by applicable law or limit
the right of the Senior Trustee or any Holder of any Security to bring
proceedings against the Issuer in the courts of any other jurisdiction or
jurisdictions.


 


SECTION 1.18.  Rules by the
Senior Trustee and Agents.


 


The Senior Trustee
may make reasonable rules for action by or a meeting of Holders.  The Securities Registrar or Paying Agent may
make reasonable rules and set reasonable requirements for its functions.


 


SECTION 1.19.  Successors; No
Recourse Against Others.


 


(a)                                  All
agreements of the Issuer in this Senior Indenture and the Securities shall bind
its successors.  All agreements of the
Senior Trustee in this Senior Indenture shall bind its successors.


 


(b)                                 All
liability of the Issuer described in the Securities insofar as it relates to
any director, officer, employee or stockholder, as such, of the Issuer is
waived and released by each Holder.


 


SECTION 1.20.  Duplicate
Originals.


 


The parties may
sign any number of copies of this Senior Indenture.  One signed copy is enough to prove this Senior Indenture.


 


ARTICLE TWO




SECURITY
FORMS


 


SECTION 2.01.  Forms of
Securities.


 


The Securities of
each series shall be in such form or forms (including global form) as shall be
established by or pursuant to a Board Resolution or in an indenture
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Senior
Indenture or any indenture supplemental hereto and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with any law, with any rule or
regulation made pursuant thereto, with any rules of any securities exchange or
of any automated quotation system or to conform to usage, as may, consistently
herewith, be determined by the officers executing such Securities. Such
execution of such Securities shall be conclusive evidence as regards the Issuer
as to any such determination made by the Issuer.


 


The definitive
Securities shall be printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the officers executing such Securities. Such execution of such
definitive Securities shall be conclusive evidence as regards the Issuer as to
any such determination made by the Issuer.


 


SECTION 2.02.  Form of Senior
Trustee’s Certificate of Authentication.


 


17

















 


Unless otherwise
specified as contemplated by Section 3.01, the Certificate of
Authentication on all Securities shall be in substantially the following form:


 


“This is one of
the Securities referred to in the Senior Indenture described herein.


 


	
   

  	
  Wilmington Trust Company,

  
	
   

  	
  as Senior Trustee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  [Authorized Officer]

  
	
   

  	
   

  
	
   

  	
  Dated

  	
   

  	
  ”

  



 


SECTION 2.03.  Securities in
Global Form.


 


If any Security of
a series is issuable in global form, such Security may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Senior Trustee or Security Registrar
and in such manner as shall be specified in such Security. Any instructions by
the Issuer with respect to a Security in global form, after its initial
issuance, shall be in writing but need not comply with Section 1.02.


 


Unless otherwise
specified in the Securities of a series, every global Security authenticated
and delivered hereunder shall bear a legend in substantially the following
form:


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF. 
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE
SENIOR INDENTURE, TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE OR TO THE DEPOSITORY
TRUST COMPANY OR A SUCCESSOR THEREOF BY A NOMINEE OF THE DEPOSITORY TRUST
COMPANY OR A SUCCESSOR THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE SENIOR INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
ENTITY AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY 


 


18

















 


TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


ARTICLE THREE


 


THE
SECURITIES


 


SECTION 3.01.  Title; Payment and
Terms


 


The aggregate
principal amount of Securities which may be authenticated and delivered and
Outstanding under this Senior Indenture is unlimited. The Securities may be
issued up to the aggregate principal amount of Securities from time to time
authorized by or pursuant to a Board Resolution of the Issuer.


 


The Securities
will constitute direct, unconditional and (except as provided in
Section 10.06) unsecured obligations of the Issuer and will rank at least
equally with all other unsecured and unsubordinated obligations of the Issuer
(subject, in the event of insolvency, to laws of general applicability relating
to or affecting creditors’ rights).


 


The Securities may
be issued in one or more series. There shall be established in one or more
Board Resolutions or pursuant to authority granted by one or more Board
Resolutions and, subject to Section 3.03, set forth in, or determined in
the manner provided in, an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series any or all of the following, as applicable (each of which, if so
provided, may be determined from time to time by the Issuer with respect to
unissued Securities of the series and set forth in such Securities of the
series when issued from time to time):


 


(1)                                  the
title of the Securities of that series (which shall distinguish the Securities
of that series from all other series of Securities); if the Securities of that
series will be in bearer rather than registered form, the forms, procedures and
mechanics to be employed in connection therewith; any limit upon the aggregate
principal amount of the Securities of that series which may be authenticated
and delivered under this Senior Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of that series pursuant to Section 3.04, 3.05, 3.06,
9.06 or 11.07 and except for any Securities which, pursuant to
Section 3.03, are deemed never to have been authenticated and delivered
hereunder);


 


(2)                                  the
percentage or percentages of principal amount at which the debt securities of
the series will be issued;


 


(3)                                  certain
dates or periods, including: (a) the original issue date or dates or periods
during which the Securities of that series may be issued; (b) the date or dates
(or manner of determining the same) on which, or the range of dates within
which, the principal of (and premium, if any, on) the Securities of that series
is payable; and (c) the record dates, 


 


19

















 


if any, for the
determination of Holders of Securities of such series to whom such principal
(and premium, if any) is payable;


 


(4)                                  information
with regard to interest, including: (a) the rate or rates (or the manner of
calculation thereof, including any provisions for the increase or decrease of
such rate or rates upon the occurrence of specific events) at which the
Securities of that series shall bear interest (if any), or the discount, if
any, at which any Discounted Securities may be issued; (b) the date or dates
from which such interest shall accrue; (c) the Interest Payment Dates on which
such interest shall be payable (or manner of determining the same); and (d) the
Regular Record Date for the interest payable on any Securities on any Interest
Payment Date;


 


(5)                                  the
place or places where, subject to the provisions of Section 10.02:  (a) the principal of (and premium, if any,
on) and interest, if any, on Securities of that series shall be payable; (b)
any Securities of that series may be surrendered for registration of transfer,
any Securities of that series may be surrendered for exchange; and (c) notices
and demands to or upon the Issuer in respect of the Securities of that series
and this Senior Indenture may be served;


 


(6)                                  the
terms and conditions, if any, upon which Securities of that series may be
redeemed, purchased or repaid, in whole or in part, at the option of the Issuer
or otherwise including the period or periods within which or manner of
determining the same, the price or prices at which or manner of determining the
same, and the currency or currency unit in which the Securities may be
redeemed;


 


(7)                                  the
obligation (which may be fixed or contingent upon events), if any, of the
Issuer to redeem, purchase or repay Securities of that series pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof, and
the period or periods within which or manner of determining the same, the price
or prices at which or manner of determining the same, the currency or currency
unit in which, and 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;


 


(8)                                  the
minimum denomination or denominations in which any Securities of that series
shall be issuable if other than integral multiples of $1,000;


 


(9)                                  if
other than the principal amount thereof, the portion of the principal amount of
Securities of that series which shall be payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02;


 


(10)                            if
other than as set forth in this Senior Indenture, any Events of Default and any
covenants or agreements of the Issuer with respect to the Securities of that
series, whether or not such Events of Default or covenants or agreements are
consistent with the Events of Default or covenants or agreements set forth
herein;


 


(11)                            if a
Person other than Wilmington Trust Company is to act as Senior Trustee for the
Securities of that series, the name and location of the Corporate Trust Office
of such Senior Trustee and if other than such Senior Trustee, the identity of
each Security Registrar and/or Paying Agent;


 


20

















 


(12)                            if
other than Dollars, the currency or currency unit in which payment of the
principal of (and premium, if any, on) and interest, if any, on the Securities
of that series shall be made or in which the Securities of that series shall be
denominated and the particular provisions applicable thereto in accordance
with, in addition to or in lieu of the provisions of Section 3.11;


 


(13)                            if the
principal of (and premium, if any, on) and interest, if any, on the Securities
of that series are to be payable, at the election of the Issuer or a Holder
thereof, in a currency or currency unit other than that in which such
Securities are denominated or stated to be payable, in accordance with
provisions in addition to, in lieu of or in accordance with the provisions of
Section 3.11, the period or periods within which (including the Election
Date), and the terms and conditions upon which, such election may be made, and
the time and manner of determining the exchange rate between the currency and
currency unit in which such Securities are denominated or stated to be payable
and the currency or currency unit in which such Securities are to be so
payable;


 


(14)                            the
designation of the original Currency Determination Agent, if any, and in what
circumstances a Currency Determination Agent’s Certificate or an Exchange Rate
Officers’ Certificate shall be delivered for Securities of that series;


 


(15)                            the
index, if any, used to determine the amount of payments of principal of (and
premium, if any, on) and interest, if any, on the Securities of that series;


 


(16)                            if
other than as set forth in Section 4.01, provisions for the satisfaction
and discharge of this Senior Indenture with respect to the Securities of that
series;


 


(17)                            if the
amount of payments of principal of (and premium, if any, on) and interest, if
any, on the Securities of that series may be determined, at the election of the
Issuer or a Holder thereof, with reference to an index based on a currency or
currency unit other than that in which such Securities are denominated or
stated to be payable or any other index, the manner in which such amounts shall
be determined ;


 


(18)                            the
date as of which any global Security representing Outstanding Securities of
that series shall be dated if other than the date of original issuance of the
first Security of that series to be issued;


 


(19)                            the
application, if any, of Sections 10.08 and 11.08 to the Securities of that
series;


 


(20)                            whether
the Securities of the series shall be issued in whole or in part in the form of
a global Security or Securities and, in such case, the Depositary for such
global Security or Securities;


 


(21)                            whether
any legends shall be stamped or imprinted on all or a portion of the Securities
of such series, and the terms and conditions upon which any such legends may be
removed;


 


(22)                            the
form of the Securities of that series (including the terms and conditions of
such Securities); and


 


21

















 


(23)                            any
other terms of that series (which terms shall be consistent with the provisions
of this Senior Indenture except as such terms are otherwise expressly provided
for in an applicable Board Resolution or supplemental indenture executed
hereunder with respect to such series).


 


All Securities of
any particular series shall be identical except as to authentication date,
public offering price, denomination and issue date, except as may otherwise be
provided in or pursuant to such Board Resolutions and set forth in such
Officers’ Certificates relating thereto or provided in or pursuant to any
supplemental indenture hereto (provided that the Securities of a series shall
be fungible with all other Securities of such series). The terms of such
Securities may be determined by the Issuer from time to time if so provided in
or established pursuant to the authority granted in the Board Resolutions. All
Securities of any one series need not be issued at the same time, and unless
otherwise provided, a series may be reopened for issuance of additional
Securities of such series.


 


If any of the
terms of the Securities of a series are established by action taken pursuant to
one or more Board Resolutions, a copy of an appropriate record of such action
shall be certified by an appropriate officer of the Issuer and delivered to the
Senior Trustee at or prior to the delivery of the Officers’ Certificate setting
forth the terms of such Securities.


 


Prior to the
delivery of a Security of any series in any such form to the Senior Trustee for
authentication, the Issuer shall deliver to the Senior Trustee (and the Senior
Trustee shall be fully protected in relying upon) the following:


 


(1)                                  the
Board Resolution of the Issuer and, if applicable, the supplemental indenture
by or pursuant to which such form of Security to be endorsed thereon have been
approved;


 


(2)                                  an
Officers’ Certificate of the Issuer dated the date such certificate is
delivered to the Senior Trustee stating that all conditions precedent provided
for in this Senior Indenture relating to the authentication and delivery of
such Securities in such form have been complied with; and


 


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


 


SECTION 3.02.  Denominations and
Currencies.


 


Unless otherwise
provided with respect to any series of Securities as contemplated by
Section 3.01, any Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof.


 


SECTION 3.03.  Execution,
Authentication, Delivery and Dating.


 


22

















 


 


The Securities
shall be executed on behalf of the Issuer by any of two of its directors or by
one director and the group secretary of the Issuer.  The signature of any of these officers on the Securities may be
manual or facsimile or, as and to the extent required by the Depositary,
manual.


 


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


 


At any time and
from time to time after the execution and delivery of this Senior Indenture,
the Issuer may deliver Securities of any series as executed by the Issuer to
the Senior Trustee for the Securities of such series for authentication,
together with an Issuer Order for the authentication and delivery of such Securities,
and such Senior Trustee, in accordance with such Issuer Order, shall
authenticate and deliver such Securities. If any Security shall be represented
by a global Security, then, for purposes of this Section and
Section 3.04, the notation of a beneficial owner’s interest therein upon
original issuance of such Security shall be deemed to be delivery in connection
with the original issuance of such beneficial owner’s interest in such global
Security. If all the Securities of any one series are not to be issued at one
time and if a Board Resolution or indenture supplemental hereto relating to
such Securities shall so permit, such Issuer Order may set forth procedures
acceptable to the Senior Trustee for the issuance of such Securities, including
without limitation, procedures with respect to interest rate, Stated Maturity,
date of issuance and date from which interest, if any, shall accrue. Such
procedures may authorize authentication and delivery pursuant to electronic
instruction from the Issuer or its duly authorized agent.


 


Notwithstanding
any contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary to deliver the Board
Resolution and/or indenture supplemental hereto, Officers’ Certificate and
Opinion of Counsel otherwise required pursuant to Sections 1.02 and 3.01 at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.


 


Each Security
shall be dated the date of its authentication.


 


No Security shall
be entitled to any benefit under this Senior Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by
manual signature by the Senior Trustee for such Security or in the name of such
Senior Trustee by any Authenticating Agent pursuant to Section 3.14, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Issuer,
and the Issuer shall deliver such Security to the Senior Trustee for
cancellation as provided in Section 3.09, for all purposes of this Senior
Indenture such Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Senior Indenture.


 


23

















 


Any global
Security shall, unless otherwise provided therein, be delivered to a Depositary
designated pursuant to Section 3.01. 
Each Depositary designated pursuant to Section 3.01 for a global
Security must at the time of its designation and at all times while it serves
as such Depositary be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation.


 


The Senior Trustee
shall have the right to decline to authenticate and deliver any Securities if
the Senior Trustee, being advised by counsel, determines that such action may
not lawfully be taken or if the Senior Trustee in good faith shall determine
that such action would expose the Senior Trustee to personal liability to
existing Holders or would affect the Senior Trustee’s own rights, duties or
immunities under the Securities, this Senior Indenture or otherwise in a manner
which is not reasonably acceptable to the Senior Trustee acting in good faith.


 


SECTION 3.04.  Temporary
Securities and Exchange of Securities.


 


Pending the
preparation of definitive Securities of any particular series, the Issuer may
execute, and upon an Issuer Order the Senior Trustee for the Securities of such
series shall authenticate and deliver, in the manner specified in
Section 3.03, temporary Securities which are printed, lithographed,
typewritten, photocopied or otherwise produced in any authorized denomination,
with like terms and conditions as the definitive Securities of the series in
lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine. Such execution of such Securities
shall be conclusive evidence as regards the Issuer as to any such determination
made by the Issuer.


 


If temporary
Securities of any particular series are issued, the Issuer will cause
definitive Securities of that series to be prepared without unreasonable
delay.  After the preparation of such
definitive Securities, the temporary Securities of such series shall be
exchangeable for such definitive Securities and of a like Stated Maturity and
with like terms and provisions upon surrender of the temporary Securities of
such series at the office or agency of the Issuer in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any particular series, the Issuer shall
execute and (in accordance with an Issuer Order delivered at or prior to the
authentication of the first definitive Security of such series) the Senior
Trustee for the Securities of such series shall authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series and of a like Stated Maturity and
with like terms and provisions. Until exchanged as hereinabove provided, the
temporary Securities of any series shall in all respects be entitled to the
same benefits under this Senior Indenture as definitive Securities of the same
series authenticated and delivered hereunder, with like terms and conditions,
except where specified therein with respect to certification requirements prior
to payment of interest in certain cases.


 


SECTION 3.05.  Registration,
Registration of Transfer and Exchange.


 


The Issuer shall
cause to be kept for the Securities of each series a security register (such
security register or registers herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may
prescribe, the Issuer shall provide for the registration of Securities and of
transfers of Securities.  Unless and
until 


 


24

















 


otherwise determined by the Issuer, the Senior Trustee shall act as
Security Registrar and the Security Register shall be kept at the Corporate
Trust Office of the Senior Trustee.  At
all reasonable times the Security Register shall be open for inspection by the
Issuer and the Issuer and its duly authorized agents.  The Issuer may appoint co-Security Registrars provided that at
any given time there shall be only one Security Register with respect to a
series of Securities.


 


Upon surrender for
registration of transfer of any Security of any particular series at the office
or agency of the Issuer in a Place of Payment for that series, the Issuer shall
execute, and upon an Issuer Order the Senior Trustee for the Securities of each
series shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Securities of any authorized denominations, and
of a like Stated Maturity and of a like series and aggregate principal amount
and with like terms and conditions.


 


Except as set
forth below, at the option of the Holder, Securities of any particular series
may be exchanged for other Securities of any authorized denominations and of a
like Stated Maturity and of a like series and aggregate principal amount and
with like terms and conditions, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Issuer shall execute, and upon an Issuer Order the Senior
Trustee for such Securities shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.


 


Notwithstanding
any other provision of this Section or Section 3.04, unless and until
it is exchanged in whole or in part for Securities in definitive 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 Securities of a series notifies the Issuer that it is unwilling
or unable to continue as Depositary for the Securities of such series or if at
any time the Depositary for the Securities for such series shall no longer be
eligible under Section 3.03, the Issuer shall appoint a successor
Depositary with respect to the Securities for such series. If a successor
Depositary for the Securities of such series is not appointed by the Issuer
within 120 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer’s election pursuant to Section 3.01 shall no
longer be effective with respect to the Securities for such series and the
Issuer will execute, and the Senior Trustee, upon receipt of an Issuer Order
for the authentication and delivery of definitive Securities of such series,
will authenticate and deliver Securities of such series in definitive form, in
an aggregate principal amount equal to the principal amount of the global
Security or Securities representing such series in exchange for such global
Security or Securities.


 


The Issuer may at
any time and in its sole discretion determine that the Securities of any series
issued in the form of one or more global Securities shall no longer be
represented by such global Security or Securities.  In such event the Issuer will execute, and the Senior Trustee,
upon receipt of an Issuer Order for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver Securities
of such series in definitive form and in an aggregate principal amount equal to
the principal amount of the global 


 


25

















 


Security or Securities representing such series in exchange for such
global Security or Securities.


 


If specified by
the Issuer pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series of Securities may surrender a global
Security for such series of Securities in exchange in whole or in part for
Securities of such series of like tenor and terms, and in definitive form, on
such terms as are acceptable to the Issuer and such Depositary. Thereupon the
Issuer shall execute, and the Senior Trustee upon an Issuer Order shall
authenticate and deliver, without service charge, (i) to each Person specified
by such Depositary a new Security or Securities of the same series, of like
tenor and terms and of any authorized denomination as requested by such Person
in 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 of like tenor and terms and 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 delivered to Holders
thereof.


 


Upon the exchange
of a global Security for Securities in definitive form, such global Security if
so exchanged in its entirety shall upon an Issuer Order be cancelled by the
Senior Trustee. Securities issued in exchange for a global Security pursuant to
this Section 3.05 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 Senior Trustee in writing. The Senior Trustee shall deliver, or cause to be
delivered, such Securities to the persons in whose names such Securities are so
requested.


 


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


 


Every Security
presented or surrendered for registration of transfer or exchange shall (if so
required by the Issuer or the Senior Trustee for such Security) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar for such series duly
executed, by the Holder thereof or his attorney duly authorized in writing.


 


No service charge
shall be made for any registration of transfer or exchange of Securities, but
the Issuer may require payment by the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of such Holder’s Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any
transfer.


 


The Issuer shall
not be required (i) to issue, register the transfer of or exchange Securities
of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that
series selected for redemption under Section 11.04 and ending at the close
of business on the day of the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Security so selected for
redemption as a whole or in part, except the unredeemed portion of any Security
being redeemed in part.


 


26

















 


SECTION 3.06.  Mutilated,
Destroyed, Lost and Stolen Securities.


 


If (i) any
mutilated Security is surrendered to the Senior Trustee for such Security, or
the Issuer and the Senior Trustee for a Security receive evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) there
is delivered to the Issuer and the Senior Trustee such security or indemnity as
may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Issuer or the Senior Trustee
that such Security has been acquired by a bona fide purchaser, the Issuer shall
execute and upon its request such Senior Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security or in exchange
for such mutilated Security, a new Security of the same series and in a like
principal amount and of a like Stated Maturity and with like terms and
conditions and bearing a number not contemporaneously outstanding.


 


In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become
due and payable, the Issuer in its discretion may, instead of issuing a new
Security, pay such Security (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Issuer and the Senior Trustee for such Security such security or indemnity as
may be required by them to save each of them harmless, and in case of
destruction, loss or theft, evidence satisfactory to the Issuer and such Senior
Trustee and any agent of any of them of the destruction, loss or theft of such
Security and the ownership thereof.


 


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


 


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


 


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


 


SECTION 3.07.  Payment of
Interest; Interest Rights Preserved.


 


Interest on any
Security which is due and payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest payment; provided,
however, that interest, if any, payable at Maturity will be payable
to the Person to whom principal shall be payable.


 


Unless otherwise
provided with respect to the Securities of any series, payment of interest may
be made at the option of the Issuer by check mailed or delivered to the address



 


27

















 


of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to a bank account maintained by the payee.


 


Any interest on
any Security of any particular series which is due and payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the
registered Holder on the relevant Regular Record Date by virtue of having been
such Holder, and such Defaulted Interest may be paid by the Issuer, at its election
in each case, as provided in clause (1) or (2) below:


 


(1)                                  the
Issuer may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of that series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Issuer shall notify the Senior Trustee for the Securities
of such series in writing at least 30 days prior to the date of the proposed
payment of the amount of Defaulted Interest proposed to be paid on each
Security of that series and the date of the proposed payment, and at the same
time the Issuer shall deposit with such Senior Trustee an amount of money in
the currency or currency unit in which interest on the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except as provided in Sections 3.11(b),
3.11(d) and 3.11(e)), equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
such Senior Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.  The Issuer shall fix a Special Record Date,
and promptly give notice thereof to the Senior Trustee, for the payment of such
Defaulted Interest which shall not be more than 15 days and not less than 7
days prior to the date of the proposed payment and not less than 10 days after
the receipt by such Senior Trustee of the notice of the proposed payment.  The Issuer, or such Senior Trustee, in the
name and at the expense of the Issuer, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities of that
series at his address as it appears in the Security Register no less than 7
days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Securities of that series (or their respective Predecessor Securities) are
registered on such Special Record Date and shall no longer be payable pursuant
to the following clause (2); or


 


(2)                                  the
Issuer may make payment of any Defaulted Interest on Securities of any
particular series in any other lawful manner not inconsistent with the
requirements of any Stock Exchange on which the Securities may be listed, and
upon such notice as may be required by such Stock Exchange, unless, after
notice is given by the Issuer to the Senior Trustee for the Securities of such
series of the proposed manner of payment pursuant to this clause, such manner
of payment shall be deemed impracticable by such Senior Trustee.


 


Subject to the
foregoing provisions of this Section and Section 3.05, each Security
delivered under this Senior Indenture upon registration of transfer of or in
exchange for or in 


 


28

















 


lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.


 


SECTION 3.08.  Persons Deemed
Owners


 


Prior to due
presentment of a Security for registration of transfer, the Issuer, the Senior
Trustee for such Security and any agent of the Issuer or such Senior Trustee
may treat the Person in whose name any such Security is registered as the owner
of such Security for the purpose of receiving payment of principal of (and
premium, if any, on) and (subject to Section 3.07) interest, if any, on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and none of the Issuer, such Senior Trustee or any agent
of the Issuer or such Senior Trustee shall be affected by notice to the
contrary.


 


None of the
Issuer, the Senior 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.


 


SECTION 3.09.  Cancellation.


 


Unless otherwise
specified in the Securities of a series, all Securities surrendered for
payment, redemption, registration of transfer or exchange, or delivered in
satisfaction of any sinking fund payment, shall, if surrendered to any Person
other than the Senior Trustee for such Securities, be delivered to such Senior
Trustee and shall be promptly cancelled by it. The Issuer may at any time
deliver to the Senior Trustee for Securities of a series for cancellation any
Securities previously authenticated and delivered hereunder which the Issuer
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by such Senior Trustee.  Notwithstanding any other provision of this Senior Indenture to
the contrary, in the case of a series, all the Securities of which are not to
be originally issued at one time, a Security of such series shall not be deemed
to have been Outstanding at any time hereunder if and to the extent that,
subsequent to the authentication and delivery thereof, such Security is
delivered to the Senior Trustee for such Security for cancellation by the
Issuer or any agent thereof upon the failure of the original purchaser thereof
to make payment therefor against delivery thereof, and any Security so
delivered to such Senior Trustee shall be promptly cancelled by it. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Senior Indenture. All cancelled Securities held by the Senior Trustee for such
Securities shall be disposed of by the Senior Trustee in accordance with its
standard procedures and a certificate of disposition evidencing such
disposition of Securities shall be provided to the Issuer by the Senior
Trustee, unless by an Issuer Order the Issuer shall direct that such cancelled
Securities shall be returned to it. Global Securities shall not be disposed of
until exchanged in full for definitive Securities or until payment thereon is
made in full.


 


SECTION 3.10.  Computation of
Interest.


 


Except as
otherwise specified as contemplated by Section 3.01 for Securities of any
particular series, interest on the Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.


 


29

















 


SECTION 3.11.  Currency and
Manner of Payments in Respect of Securities.


 


(a)                                  With
respect to Securities of any series not permitting the election provided for in
paragraph (b) below or the Holders of which have not made the election provided
for in paragraph (b) below, payment of the principal of (and premium, if any,
on) and interest, if any, on any Security of such series will be made in the
currency or currency unit in which such Security is payable.


 


(b)                                 It
may be provided pursuant to Section 3.01 with respect to Securities of any
series that Holders shall have the option, subject to paragraphs (d) and (e)
below, to receive payments of principal of (or premium, if any, on) or
interest, if any, on such Securities in any of the currencies or currency units
which may be designated for such election by delivering to the Senior Trustee
for such series of Securities a written election with signature guarantees and
in form and substance satisfactory to such Senior Trustee, not later than the
close of business on the Election Date immediately preceding the applicable
payment date. If a Holder so elects to receive such payments in any such
currency or currency unit, such election will remain in effect for such Holder
until changed by such Holder by written notice to the Senior Trustee for such
series of Securities (but any such change may be made not later than the close
of business on the Election Date immediately preceding the next payment date to
be effective for the payment to be made on such payment date and no such change
of election may be made with respect to payments to be made on any Security of
such series with respect to which an Event of Default has occurred and is
continuing or notice of redemption has been given by the Issuer pursuant to
Article Eleven). In the event that any Holder makes any such election
pursuant to the preceding sentence, such election will not be effective with
respect to any transferee of such Holder and such transferee shall be paid in
the currency or currency unit indicated pursuant to paragraph (a) above unless
such transferee makes an election pursuant to the preceding sentence; provided,
however, that such election, if in effect while funds are on deposit
with respect to the Securities of such series as described in
Section 4.01(a)(1)(B), will be effective with respect to any transferee of
such Holder unless otherwise specified pursuant to Section 3.01 for the
Securities of such series. Any Holder of any such Security who shall not have
delivered any such election to the Senior Trustee of such series of Securities
not later than the close of business on the applicable Election Date will be
paid the amount due on the applicable payment date in the relevant currency or
currency unit as provided in paragraph (a) of this Section 3.11. In no
case may a Holder of Securities of any series elect to receive payments in any
currency or currency unit as described in this Section 3.11(b) following
deposit of funds or U.S. Government Obligations with respect to the Securities
of such series as described in Section 4.01(a)(1)(B). The Senior Trustee
for each such series of Securities shall notify the Currency Determination
Agent as soon as practicable after the Election Date of the aggregate principal
amount of Securities for which Holders have made such written election.


 


(c)                                  If
the election referred to in paragraph (b) above has been provided for pursuant
to Section 3.01, then not later than the fourth Business Day after the
Regular Record Date for each payment date for Securities of any series, the
Currency Determination Agent will deliver to the Issuer a written notice
specifying, in the currency or currency unit in which Securities of such series
are payable, the respective aggregate amounts of principal of (and premium, if
any, on) and interest, if any, on the Securities to be paid on such payment
date, specifying the amounts in such currency or currency unit so payable in
respect of the 


 


30

















 


Securities of such series
as to which the Holders thereof shall have elected to be paid in a currency or
currency unit other than that in which such series is denominated as provided
in paragraph (b) above. If the election referred to in paragraph (b) above has
been provided for pursuant to Section 3.01 and if at least one Holder has
made such election, then, on the second Business Day preceding such payment date
the Issuer will deliver or cause to be delivered to the Senior Trustee for such
series of Securities an Exchange Rate Officers’ Certificate or a Currency
Determination Agent’s Certificate in respect of the Dollar, Foreign Currency,
euro or currency unit payments to be made on such payment date. The Dollar,
Foreign Currency, euro or currency unit amount receivable by Holders of
Securities who have elected payment in a currency or currency unit as provided
in paragraph (b) above shall, unless otherwise provided pursuant to
Section 3.01, be determined by the Issuer or the Currency Determination
Agent on the basis of the applicable Market Exchange Rate in effect on the
third Business Day (the “Valuation Date”) immediately preceding each payment
date.


 


(d)                                 Unless
otherwise specified for Securities of a series pursuant to Section 3.01,
if a Conversion Event occurs with respect to a Foreign Currency or any other
currency unit in which any of the Securities are denominated or payable other
than pursuant to an election provided for pursuant to paragraph (b) above, then
with respect to each date for the payment of principal of (and premium, if any,
on) and interest, if any, on the applicable Securities denominated or payable
in such Foreign Currency or such other currency unit occurring after the last
date on which such Foreign Currency or such other currency unit was available
(the “Conversion Date”), the Dollar shall be the currency of payment for use on
each such payment date. The Dollar amount to be paid by the Issuer to the
Senior Trustee of each such series of Securities and with respect to such
payment date shall be the Dollar Equivalent of the Foreign Currency or, in the
case of a currency unit, the Dollar Equivalent of the Currency Unit, in each
case as determined by the Currency Determination Agent in the manner provided
in paragraph (f) or (g) below.


 


(e)                                  Unless
otherwise specified for Securities of a series pursuant to Section 3.01,
if the Holder of a Security denominated in any currency or currency unit shall
have elected to be paid in another currency or currency unit as provided in
paragraph (b) above, and a Conversion Event occurs with respect to such elected
currency or currency unit, such Holder shall receive payment in the currency or
currency unit in which payment would have been made in the absence of such
election. Unless otherwise specified for Securities of a series pursuant to
Section 3.01, if a Conversion Event occurs with respect to the currency or
currency unit in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in paragraph
(d) of this Section 3.11 or, in the case of a Conversion Event with
respect to Dollars, in such currency or currency units as the Senior Trustee shall
select.


 


(f)                                    Unless
otherwise specified for Securities of a series pursuant to Section 3.01,
the “Dollar Equivalent of the Foreign Currency” shall be determined by the
Currency Determination Agent and shall be obtained for each subsequent payment
after the Conversion Date by converting the specified Foreign Currency into
Dollars at the Market Exchange Rate on the Conversion Date.


 


(g)                                 Unless
otherwise specified for Securities of a series pursuant to Section 3.01,
the “Dollar Equivalent of the Currency Unit” shall be determined by the
Currency 


 


31

















 


Determination Agent and
subject to the provisions of paragraph (h) below shall be the sum of each
amount obtained by converting the Specified Amount of each Component Currency
into Dollars at the Market Exchange Rate for such Component Currency on the
Valuation Date with respect to each payment.


 


(h)                                 For
purposes of this Section 3.11 the following terms shall have the following
meanings:


 


A “Component
Currency” shall mean any currency which, on the Conversion Date, was
a component currency of the relevant currency unit.


 


“Election
Date” shall mean any date for any series of Securities as specified
pursuant to Section 3.01(14) by which the written election referred to in Section 3.11(b)
may be made, such date to be not later than the Regular Record Date for the
earliest payment for which such election may be effective.


 


A “Specified
Amount” of a Component Currency shall mean the number of units of
such Component Currency or fractions thereof which were represented in the
relevant currency unit on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided
or multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount
in such single currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single currency, and
such amount shall thereafter be a Specified Amount and such single currency
shall thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or
more currencies, each of whose Dollar Equivalent at the Market Exchange Rate on
the date of such replacement shall be equal to the Dollar Equivalent of the
Specified Amount of such former Component Currency at the Market Exchange Rate
on such date divided by the number of currencies into which such Component
Currency was divided, and such amounts shall thereafter be Specified Amounts
and such currencies shall thereafter be Component Currencies. If, on or after
the Conversion Date of the relevant currency unit, a Conversion Event (other
than any event referred to above in this definition of “Specified Amount”)
occurs with respect to any Component Currency of such currency unit and is
continuing on the applicable Valuation Date, the Specified Amount of such
Component Currency shall, for purposes of calculating the Dollar Equivalent of
the Currency Unit, be converted into Dollars at the Market Exchange Rate in
effect on the Conversion Date of such Component Currency.


 


All decisions and
determinations of the Currency Determination Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit,
the Market Exchange Rate and changes in the Specified Amounts as specified
above shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Issuer
and the Senior Trustee for the appropriate series of Securities and all Holders
of such Securities denominated or payable in the relevant currency or currency
units. The Currency Determination Agent shall promptly give written notice to 


 


32

















 


the Issuer and the Senior Trustee for the appropriate series of
Securities of any such decision or determination.


 


In the event of a
Conversion Event with respect to a Foreign Currency, the Issuer, after learning
thereof, will immediately give written notice thereof to the Senior Trustee of
the appropriate series of Securities and the Currency Determination Agent (and
the Senior Trustee will promptly thereafter give notice in the manner provided
in Section 1.06 to the Holders) specifying the Conversion Date.  In the event of a Conversion Event with
respect to the euro or any other currency unit in which Securities are denominated
or payable, the Issuer, after learning thereof, will immediately give written
notice thereof to the Senior Trustee of the appropriate series of Securities
and the Currency Determination Agent (and the Senior Trustee will promptly
thereafter give notice in the manner provided in Section 1.06 to the
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event of any subsequent
change in any Component Currency as set forth in the definition of Specified
Amount above, the Issuer, after learning thereof, will similarly give written
notice to the Senior Trustee of the appropriate series of Securities and the
Currency Determination Agent.


 


The Senior Trustee
of the appropriate series of Securities shall be fully justified and protected
in relying and acting upon information received by it from the Issuer and the
Currency Determination Agent and shall not otherwise have any duty or
obligation to determine such information independently.


 


SECTION 3.12.  Currency
Determination Agent.


 


(a)                                  Unless
otherwise specified pursuant to Section 3.01, if and so long as the
Securities of any series (i) are denominated in a currency unit or a currency
other than Dollars or (ii) may be payable in a currency unit or a currency
other than Dollars, or so long as it is required under any other provision of
this Senior Indenture, then the Issuer will maintain with respect to each such
series of Securities, or as so required, a Currency Determination Agent. The
Issuer will cause the Currency Determination Agent to make the necessary
foreign exchange determinations at the time and in the manner specified
pursuant to Section 3.01 for the purpose of determining the applicable
rate of exchange and for the purpose of converting the issued currency or
currency unit into the applicable payment currency or currency unit for the
payment of principal (and premium, if any) and interest, if any, pursuant to
Section 3.11.


 


(b)                                 The
Issuer shall procure that no resignation of the Currency Determination Agent
and no appointment of a successor Currency Determination Agent pursuant to this
Section shall become effective until the acceptance of appointment by the
successor Currency Determination Agent as evidenced by a written instrument
delivered to the Issuer and the Senior Trustee of the appropriate series of
Securities accepting such appointment executed by the successor Currency
Determination Agent.


 


(c)                                  If
the Currency Determination Agent shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of the Currency
Determination Agent for any cause, with respect to the Securities of one or
more series, the Issuer, by a Board Resolution, shall promptly appoint a
successor Currency Determination Agent or Currency Determination Agents with respect
to the Securities of that or those series (it being understood that any such
successor Currency Determination Agent may be appointed with 


 


33

















 


respect to the Securities
of one or more or all of such series and that at any time there shall only be
one Currency Determination Agent with respect to the Securities of any
particular series).


 


SECTION 3.13.  Common Code, CUSIP
or ISIN Numbers.


 


The Issuer in
issuing any series of the Securities may use Common Code, CUSIP or ISIN
numbers, if then generally in use, and thereafter with respect to such series,
the Senior Trustee or Security Registrar may use such numbers in any notice of
redemption with respect to such series provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption or
otherwise, and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.  The Issuer will promptly notify the Senior
Trustee of any change in the Common Code, CUSIP or ISIN numbers.


 


SECTION 3.14.  Authenticating
Agents.


 


From time to time
the Senior Trustee for the Securities of any series may, subject to its sole
discretion, and shall, upon receipt of an Issuer Order, and for such period as
the Issuer shall elect, appoint one or more Authenticating Agents with respect
to the Securities of such series, which may include any director or officer of
the Issuer or any Affiliate or both of them, with power to act in the name of
the Senior Trustee and subject to its discretion in the authentication and
delivery of Securities of such series in connection with transfers and
exchanges under Sections 3.04, 3.05, 3.06 and 11.07 as fully to all intents and
purposes as though such Authenticating Agent had been expressly authorized by
those Sections of this Senior Indenture to authenticate and deliver Securities
of such series.  For all purposes of
this Senior Indenture, the authentication and delivery of such Securities of
such series by an Authenticating Agent for such Securities pursuant to this
Section shall be deemed to be authentication and delivery of such
Securities “by the Senior Trustee” for the Securities of such series.  Any such Authenticating Agent shall (except
in the case of the Issuer, an Affiliate, or an officer or director of the
Issuer or an Affiliate) at all times be a corporation organized and doing
business under the laws of the United States or of any State thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and subject
to supervision or examination by Federal, State or District of Columbia
authority, as the case may be. If such corporation publishes reports of
condition at least annually pursuant to law or the requirements of such
supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent for
any series of Securities shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


 


Any Authenticating
Agent for any series of Securities may resign at any time by giving written
notice of resignation to the Senior Trustee for such series and to the Issuer.
The Senior Trustee for any series of Securities may at any time and shall, upon
an Issuer Request, terminate the appointment of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the
Issuer in the manner set forth in Section 


 


34

















 


1.05.  Upon receiving such a
notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent for any series of Securities shall cease to be eligible
under this Section, the Senior Trustee for such series may and shall, upon an
Issuer Request, appoint a successor Authenticating Agent, shall give written
notice of such appointment to the Issuer and shall give written notice of such
appointment to all Holders of Securities of such series in the manner set forth
in Section 1.06. Any successor Authenticating Agent, upon acceptance of
his appointment hereunder, shall become vested with all the rights, powers and
duties of his predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.


 


The Issuer agrees
to pay to any corporation of which any director or officer has been appointed
as Authenticating Agent for such series from time to time reasonable
compensation for such services.


 


If an appointment
with respect to one or more series of Securities is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition
to the Senior Trustee’s certificate of authentication, an alternate certificate
of authentication substantially in the form specified in Section 2.02.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 4.01.  Satisfaction and
Discharge of Securities of any Series.


 


(a)                                  The
Issuer shall be deemed to have satisfied and discharged the entire indebtedness
on all the Securities of any particular series and, so long as no Event of
Default shall be continuing, the Senior Trustee for the Securities of such
series, upon an Issuer Request and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of such
indebtedness, when:


 


(1)                                  either:


 


(A)                              all
Securities of such series theretofore authenticated and delivered (other than
(i) any Securities of such series which have been mutilated, destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06
and (ii) Securities of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in the last
paragraph of Section 10.03) have been delivered to the Senior Trustee for
the Securities of such series for cancellation; or


 


(B)                                except
as otherwise specified pursuant to Section 3.01 for the Securities of such
series, with respect to all Outstanding Securities of such series described in
(A) above not theretofore so delivered to the Senior Trustee for the Securities
of such series for cancellation:


 


35

















 


(i)                                     the
Issuer has irrevocably deposited, or caused to be deposited, with the Senior
Trustee for the Securities of such series as trust funds in trust an amount in
the currency or currency unit in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.01 of the
Securities of such series and subject as to currency to Sections 3.11(b),
3.11(d) and 3.11(e), in which case the deposit to be made with respect to
Securities for which an election has occurred pursuant to Section 3.11(b)
or a Conversion Event has occurred as provided in Sections 3.11(d) and 3.11(e)
shall be made in the currency or currency unit in which such Securities are
payable as a result of such election or Conversion Event), sufficient (without
consideration of any reinvestment thereof) to pay and discharge the entire
indebtedness on all such Outstanding Securities of such series for unpaid
principal (and premium, if any) and interest, if any, to the Stated Maturity or
any Redemption Date as contemplated by Section 4.02, as the case may be;
or


 


(ii)                                  the
Issuer has deposited, or caused to be deposited, with such Senior Trustee as
obligations in trust such amount of U.S. Government Obligations as will, as
evidenced by a Certificate of a Firm of Independent Public Accountants
delivered to such Senior Trustee, together with the predetermined and certain
income to accrue thereon (without consideration of any reinvestment thereof),
be sufficient to pay and discharge when due the entire indebtedness on all such
Outstanding Securities of such series for unpaid principal (and premium, if
any) and interest, if any, to the Stated Maturity or Redemption Date as
contemplated by Section 4.02, as the case may be; or


 


(iii)                               the
Issuer has deposited, or caused to be deposited, with such Senior Trustee in
trust an amount equal to the amount referred to in clause (i) or (ii) in any
combination of currency or currency unit or U.S. Government Obligations and has
delivered a Certificate of a Firm of Independent Public Accountants to such Senior
Trustee verifying that such combination of funds and U.S. Government
Obligations will be sufficient to pay and discharge the entire indebtedness on
all Outstanding Securities of such series for unpaid principal (and premium, if
any) and interest, if any, to the Stated Maturity or any Redemption Date as
contemplated by Section 4.02, as the case may be, taking into account the
predetermined and certain income to accrue on such U.S. Government Obligations
(but without any consideration of any reinvestment thereof) and without taking
consideration of any reinvestment of any such funds;


 


(2)                                  the
Issuer has paid or caused to be paid all other sums payable with respect to the
Securities of such series;


 


(3)                                  the
Issuer has delivered to such Senior Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of the entire indebtedness on
all Securities of such series have been complied with;


 


36

















 


(4)                                  if
the Securities of such series are not to become due and payable at their Stated
Maturity within one year of the date of a deposit pursuant to
Section 4.01(a)(1)(B) or are not to be called for redemption within one year
of the date of such deposit under arrangements satisfactory to such Senior
Trustee as of the date of such deposit, then the Issuer shall have given, not
later than the date of such deposit, notice of such deposit to the Holders of
such Securities; and


 


(5)                                  if
the conditions set forth in Section 4.01(a)(1)(A) have not been satisfied,
and unless otherwise specified pursuant to Section 3.01 for the Securities
of such series, the Issuer has delivered to the Senior Trustee an Opinion of
Counsel to the effect that (A) the Issuer has received from, or there has been
published by, the Internal Revenue Service a ruling, or (B) since the date of
this Senior Indenture there has been a change in applicable United States
Federal income tax law, in either case to the effect that, and based upon which
such Opinion of Counsel shall confirm that, the beneficial owners of Securities
of such series will not recognize income, gain or loss for United States
Federal income tax purposes as a result of such deposit, satisfaction and
discharge and will be subject to United States Federal income tax on the same
amount and in the same manner and at the same time as would have been the case
if such deposit, satisfaction and discharge had not occurred.


 


(b)                                 Upon
the satisfaction of the conditions set forth in this Section 4.01 with
respect to all the Securities of any series, the terms and conditions of the
Securities of such series, including the terms and conditions with respect
thereto set forth in this Senior Indenture, as applicable shall no longer be
binding upon, or applicable to, the Issuer, and the Holder of the Securities of
such series shall look for payment only to the funds or obligations deposited
with the Senior Trustee pursuant to Section 4.01(a)(1)(B); provided,
however, that in no event shall the Issuer be discharged from (i)
any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (3) of the definition thereof if such
obligations continue to be valid obligations of the Issuer under applicable
law, (ii) any obligations under Sections 4.02(b), 6.07 and 6.10 and (iii) any
obligations under Sections 3.04, 3.05 and 3.06 (except that Securities of such
series issued upon registration of transfer or exchange or in lieu of
mutilated, destroyed, lost or stolen Securities shall not be obligations of the
Issuer) and Sections 3.11, 5.16, 7.01 and 10.02; and provided, further, that in
the event a petition seeking relief under any applicable Bankruptcy Law is
filed and not discharged with respect to the Issuer within 123 days after the
deposit, the entire indebtedness on all Securities of such series shall not be
discharged, and in such event the Senior Trustee shall return such deposited
funds or obligations as it is then holding to the Issuer upon an Issuer
Request.  Notwithstanding the
satisfaction of the conditions set forth in this Section 4.01, with
respect to all the Securities of any series not denominated in Dollars, upon the
happening of any Conversion Event the indebtedness represented by such
Securities shall be converted from the currency or currency unit in which such
Security is payable into Dollars at the Dollar Equivalent of the Foreign
Currency or the Dollar equivalent of the Currency Unit and the Issuer shall be
obligated to make the payments in Dollars (or such other currency as set out in
Section 3.11(e)) required by Section 3.11(d) or 3.11(e) to the extent
that the Currency Determination Agent is unable to convert any Foreign Currency
or currency unit so deposited with the Senior Trustee pursuant to
Section 4.01(a)(1)(B) into the Dollar Equivalent of the Foreign Currency
or the Dollar Equivalent of the Currency Unit, as the case may be.  The Senior Trustee for such series of
Securities shall return to the Issuer any non-converted funds or securities in
its possession after such payments have been made.


 


37

















 


SECTION 4.02.  Application of
Trust Money.


 


(a)                                  All
money and obligations deposited with the Senior Trustee for any series of
Securities pursuant to Section 4.01 shall be held irrevocably in trust and
shall be made under the terms of an escrow trust agreement in form satisfactory
to such Senior Trustee. Such money and obligations shall be applied by such
Senior Trustee, in accordance with the provisions of the Securities, this
Senior Indenture and such escrow trust agreement, to the payment, either
directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent) as such Senior Trustee may determine, to the Persons entitled
thereto, of the principal of (and premium, if any, on) and interest, if any, on
the Securities for the payment of which such money and obligations have been
deposited with such Senior Trustee. If Securities of any series are to be
redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any mandatory sinking fund
requirement, the Issuer shall make such arrangements as are satisfactory to the
Senior Trustee for any series of Securities for the giving of notice of
redemption by such Senior Trustee in the name, and at the expense, of the
Issuer.


 


(b)                                 The
Issuer shall pay and shall indemnify the Senior Trustee for any series of
Securities against any tax, fee or other charge imposed on or assessed against
U.S. Government Obligations deposited pursuant to Section 4.01 or the
interest and principal received in respect of such U.S. Government Obligations
other than any such tax, fee or other charge which by law is payable by or on
behalf of Holders. The obligation of the Issuer under this Section 4.02(b)
shall be deemed to be an obligation of the Issuer under Section 6.07(2).


 


(c)                                  Anything
in this Article Four to the contrary notwithstanding, the Senior Trustee
for any series of Securities shall deliver or pay to the Issuer from time to
time upon an Issuer Request any money or U.S. Government Obligations held by it
as provided in Section 4.01 which, as expressed in a Certificate of a Firm
of Independent Public Accountants delivered to such Senior Trustee, are in
excess of the amount thereof which would then have been required to be
deposited for the purpose for which such money or U.S. Government Obligations
were deposited or received.


 


SECTION 4.03.  Satisfaction and
Discharge of Senior Indenture.


 


Upon compliance by
the Issuer with the provisions of Section 4.01 as to the satisfaction and
discharge of each series of Securities issued hereunder, and if the Issuer has
paid or caused to be paid all other sums payable under this Senior Indenture,
this Senior Indenture shall cease to be of any other effect (except as
otherwise provided herein). Upon an Issuer Request and receipt of an Opinion of
Counsel and an Officers’ Certificate complying with the provisions of Section 1.02,
the Senior Trustees for all series of Securities (at the expense of the Issuer)
shall execute proper instruments acknowledging satisfaction and discharge of
this Senior Indenture.


 


Notwithstanding
the satisfaction and discharge of this Senior Indenture, any obligations of the
Issuer under Sections 3.04, 3.05, 3.06, 3.11, 4.02(b), 4.04, 5.16, 6.07, 6.10,
7.01 and 10.02 and the obligations of the Senior Trustee for any series of
Securities under Section 4.02 shall survive.


 


SECTION 4.04.  Reinstatement.


 


38

















 


If the Senior
Trustee for any series of Securities is unable to apply any of the amounts (for
purposes of this Section 4.04, “Amounts”) or U.S. Government Obligations,
as the case may be, described in Section 4.01(a)(1)(B)(i) or (ii),
respectively, in accordance with the provisions of Section 4.01 by reason
of any legal proceeding or any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
each of the obligations of the Issuer under this Senior Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 4.01 until such time as the Senior
Trustee for such series is permitted to apply all such Amounts or U.S.
Governmental Obligations, as the case may be, in accordance with the provisions
of Section 4.01; provided, however, that if, due to the
reinstatement of its rights or obligations hereunder, the Issuer has made any
payment of principal of (or premium, if any, on) or interest, if any, on such
Securities, the Issuer shall be subrogated to the rights of the Holders of such
Securities to receive payment from such Amounts or U.S. Government Obligations,
as the case may be, held by the Senior Trustee for such series.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 5.01.  Events of Default.


 


Unless otherwise
provided for in the Board Resolution or supplemental indenture pursuant to
Section 3.01 establishing the terms of a particular series of Securities,
“Event of
Default” wherever used herein with respect to any particular series
of Securities means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):


 


(1)                                  the
Issuer defaults in the timely payment of the principal of (or premium, if any,
on) any Security of that series at its Maturity, or default is made on the
payment of any interest due in respect of any Security of that series and, in
each case such default continues for a period of 14 days from the due date for
payment; or


 


(2)                                  the
Issuer fails to perform or observe, or breaches any of its other covenants,
obligations or warranties under this Senior Indenture in any material respect
(other than an obligation which has expressly been included in this Senior
Indenture solely for the benefit of series of Securities other than that
series) or the Securities of that series and such failure continues for a
period of 30 days after the date on which there has been given, by registered
or certified mail, to the Issuer by the Senior Trustee, or to the Issuer and
the Senior Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of such series, written notice specifying such default
requiring the breach to be remedied; or


 


(3)                                  either
a court of competent jurisdiction issues an order which is not successfully
appealed within 30 days, or an effective shareholders’ resolution is validly
adopted, for the winding up of the Issuer or the Principal Subsidiary (except,
in the case of the Principal Subsidiary, for the purposes of, or in connection
with a scheme of reconstruction, merger or amalgamation not involving
bankruptcy or insolvency the terms of which have previously been approved in
writing by the Holders of at least 75% in aggregate 


 


39

















 


principal amount of the
Outstanding Securities of that series or in the event of a voluntary winding up
where surplus assets are available for distribution); or


 


(4)                                  if
either the Issuer or the Principal Subsidiary stop or threaten to stop payments
to creditors generally or either the Issuer or the Principal Subsidiary ceases
or threatens to cease to carry on its business or substantially the whole of
the business of the Issuer or the Principal Subsidiary (except for the purposes
of, or in connection with, a reconstruction or amalgamation the terms of which
have previously been approved in writing by the Holders of at least 75% in
principal amount of the Outstanding Securities of that series or, in the case
of the Principal Subsidiary, in the event of a voluntary solvent winding up
where surplus assets are available for distribution); or


 


(5)                                  if
an encumbrancer takes possession or an administrative or other receiver or an
administrator is appointed of the whole or any substantial part of the
undertaking, property and assets of the Issuer or the whole or any substantial
part of the undertaking, property and assets of the Principal Subsidiary, or if
a distress or execution is levied or enforced upon or sued out against the
whole or any substantial part of the chattels or property of the Issuer or the
whole or any substantial part of the chattels or property of the Principal
Subsidiary and, in the case of any of the foregoing events, is not discharged
within 60 days; or


 


(6)                                  if
either the Issuer or the Principal Subsidiary is unable to pay its debts within
the meaning of Section 123(2) of the Insolvency Act 1986 of the United
Kingdom; or


 


(7)                                  if
the Indebtedness for Moneys Borrowed of the Issuer or the Indebtedness for
Moneys Borrowed of the Principal Subsidiary, which indebtedness in respect of
any single company has an outstanding aggregate principal amount of at least
£30,000,000 (or its equivalent in any other currency or currencies) is not paid
on its due date as extended by any applicable grace period and following a
demand therefore, or is so declared to be or automatically becomes, due and
payable prior to its stated maturity by reason of default or if any guarantee
or indemnity in respect of Indebtedness for Moneys Borrowed of any third party
that the Issuer or the Principal Subsidiary has given (having in respect of any
single company an outstanding aggregate principal amount as aforesaid) is not
honored when due and called upon and, in any such case, the liability of the
Issuer or the liability of the Principal Subsidiary, as the case may be, to
make payment is not being contested in good faith; or


 


(8)                                  if
the Principal Subsidiary shall cease to be a Subsidiary, except pursuant to an
amalgamation, reconstruction or winding up the terms of which have previously
been approved in writing by Holders of at least 75% in aggregate principal
amount of the outstanding Securities of that series or a voluntary solvent
winding up where surplus assets are available for distribution. 


 


The Issuer shall
deliver to the Senior Trustee, as soon as possible and in any event within five
days after the Issuer becomes aware of the occurence of any Event of Default or
an event which, with notice or the lapse of time or both, would constitute an
Event of Default, an Officers' Certificate setting forth the nature and status
of such Event of Default.


 


SECTION 5.02.  Acceleration of
Maturity; Rescission and Annulment.


 


40

















 


If an Event of
Default with respect to any particular series of Securities occurs and is
continuing, the Senior Trustee for the Securities of such series or the Holders
of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series may exercise any right, power or remedy permitted by law,
and shall have, in particular, without limiting the generality of the
foregoing, the right to declare the entire principal amount of (including
premium, if any, on), or (in the case of Discounted Securities) such lesser
amount as may be provided for with respect to the Securities of such series,
and unless otherwise provided in a Board Resolution or supplemental indenture
pursuant to Section 3.01 hereof, any accrued but unpaid interest on, all
the Outstanding Securities of that series to be due and payable immediately, by
a notice in writing to the Issuer (and to the Senior Trustee if given by
Holders).  Upon any such declaration of
acceleration such principal or such lesser amount, as the case may be,
including premium, if any, thereon, together with any accrued interest and all
other amounts owing thereunder and hereunder (with respect to such series of
Securities), shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived.


 


At any time after
such a declaration of acceleration has been made, but before a judgment or
decree for payment of the money due has been obtained by the Senior Trustee for
the Securities of any series as hereinafter in this Article provided, the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series, by written notice to the Issuer and such Senior
Trustee, may rescind and annul such declaration and its consequences provided:


 


(1)                                  the
Issuer has paid or deposited with such Senior Trustee a sum sufficient to pay:


 


(A)                              in
the currency or currency unit in which that series of Securities is payable
(except as provided in Sections 3.11(b), 3.11(d) and 3.11(e)), all overdue
interest on all Securities of that series;


 


(B)                                in
the currency or currency unit in which that series of Securities is payable
(except as provided in Sections 3.11(b), 3.11(d) and 311(e)), the principal of
(and premium, if any, on) any Securities of that series which have become due
otherwise than by such declaration of acceleration and interest thereon from
the date such principal became due at a rate per annum equal to the rate borne
by the Securities of such series (or, in the case of Discounted Securities, the
Securities’ Yield to Maturity), to the extent that the payment of such interest
shall be legally enforceable;


 


(C)                                in
the currency or currency unit in which that series of Securities is payable
(except as provided in Sections 3.11(b), 3.11(d) and 311(e)), to the extent
that payment of such interest is lawful, interest upon overdue interest at the
rate or rates prescribed therefor or in the Securities of such series (or,
unless otherwise specified pursuant to Section 3.01, in the case of
Discounted Securities, the Securities’ Yield to Maturity); and


 


(D)                               in
Dollars, all sums paid or advanced by the Senior Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of such 


 


41

















 


Senior Trustee,
its agents and counsel and all other amounts then due to such Senior Trustee
under Section 6.07;


 


and


 


(2)                                  all
Events of Default with respect to the Securities of such series, other than the
non-payment of the principal of (or premium, if any, on) Securities of that
series which have become due solely by such acceleration, have been cured or
waived as provided in Section 5.13.


 


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


 


SECTION 5.03.  Collection of
Indebtedness and Suits for Enforcement by Senior Trustee.


 


The Issuer
covenants that if:


 


(1)                                  default
is made in the payment of any interest upon any Security of any series when
such interest becomes due and payable and such default continues for a period
of 14 days; or


 


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


 


the Issuer will,
upon demand of the Senior Trustee for the Securities of such series, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal (and premium, if any) and
interest, if any, with interest upon the overdue principal (and premium, if
any) and, to the extent that payment of such interest shall be legally enforceable,
upon any overdue installments of interest at the rate or rates prescribed
therefor in such Securities (or, unless otherwise specified pursuant to
Section 3.01, in the case of Discounted Securities, the Securities’ Yield
to Maturity); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of such Senior
Trustee, its agents and counsel.


 


If the Issuer
fails to pay such amounts forthwith upon such demand, such Senior Trustee, in
its own name and as Senior Trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceedings to judgment or final decree, and may enforce the
same against the Issuer or any other obligor upon the Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by law out
of the property of the Issuer or any other obligor upon the Securities,
wherever situated.


 


If an Event of
Default with respect to Securities of any particular series occurs and is
continuing, the Senior Trustee for the Securities of such series may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of that series by such appropriate judicial proceedings
as such Senior Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or


 


42

















 


agreement in this Senior Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.


 


SECTION 5.04.  Senior Trustee May
File Proofs of Claim.


 


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


 


(1)                                  to
file and prove a claim for the whole amount of principal (or lesser amount in
the case of Discounted Securities) (and premium, if any) and interest, if any,
owing and unpaid in respect of the Securities of such series and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of such Senior Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of such Senior Trustee, its
agents and counsel and all other amounts due to such Senior Trustee under
Section 6.07) and of the Holders of the Securities of such series allowed
in such judicial proceeding;


 


(2)                                  to
collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same; and


 


(3)                                  unless
prohibited by law or applicable regulations, to vote on behalf of the Holders
of the Securities of such series in any election of a trustee in bankruptcy,
liquidator or other persons performing similar functions;


 


and any receiver,
assignee, trustee, liquidator, sequestrator (or other similar official) in any
such judicial proceeding is hereby authorized by each Holder of Securities to
make such payments to such Senior Trustee, and in the event that such Senior
Trustee shall consent to the making of such payments directly to the Holders of
Securities, to pay to such Senior Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of such Senior
Trustee, its agents and counsel and any other amounts due such Senior Trustee
under Section 6.07.


 


Nothing herein
contained shall be deemed to authorize the Senior Trustee for the Securities of
any series to authorize or consent to or accept or adopt on behalf of any
Holder of a Security any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of such series or the rights of any Holder
thereof, or to authorize the Senior Trustee for the Securities of any series to
vote in respect of the claim of any Holder in any such proceeding, except as
aforesaid, for the election of a trustee in bankruptcy or other person
performing similar functions.


 


SECTION 5.05.  Senior Trustee May
Enforce Claims Without Possession of Securities.


 


43

















 


All rights of
action and claims under this Senior Indenture or the Securities of any series
may be prosecuted and enforced by the Senior Trustee for the Securities of any
series without the possession of any of the Securities of such series or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by such Senior Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for
the payment of the reasonable compensation, expenses, disbursements and
advances of such Senior Trustee, its agents and counsel and all other amounts
due to such Senior Trustee under Section 6.07, be for the ratable benefit
of the Holders of the Securities of such series in respect of which such
judgment has been recovered.


 


SECTION 5.06.  Application of
Money Collected.


 


Any money
collected by the Senior Trustee for the Securities of any series pursuant to
this Article with respect to the Securities of such series shall be
applied in the following order, at the date or dates fixed by such Senior
Trustee and, in case of the distribution of such money on account of principal
(or lesser amount in the case of Discounted Securities) (or premium, if any) or
interest, if any, upon presentation of the Securities of such series and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:


 


First:  To the payment of all amounts due such
Senior Trustee under Section 6.07;


 


Second:  To the payment of the amounts then due and
unpaid upon the Securities of such series for principal (or lesser amount in
the case of Discounted Securities) of (and premium, if any, on) and interest,
if any, on such Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for principal (or
lesser amount in the case of Discounted Securities) (and premium, if any) and
interest, if any, respectively; and


 


Third:  The balance, if any, to the Person or
Persons entitled thereto.


 


SECTION 5.07.  Limitation on
Suits.


 


Except as set
forth in Section 5.08, no Holder of any Security of any particular series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Senior Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless;


 


(1)                                  an
Event of Default with respect to that series shall have occurred and be
continuing and such Holder shall have previously given written notice to the
Senior Trustee for the Securities of such series of such Event of Default and
the continuance thereof;


 


(2)                                  the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of that series shall have made written request to the Senior Trustee
for the Securities of such series to institute proceedings in respect of such
Event of Default in its own name as Senior Trustee hereunder;


 


44

















 


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


 


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


 


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


 


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


 


SECTION 5.08.  Unconditional
Right of Holders to Receive Principal (and Premium, if any) and Interest, if
any.


 


Notwithstanding
any other provision in this Senior Indenture, the Holder of any Security shall
have the right which is absolute and unconditional to receive payment of the
principal of (and premium, if any, on) and (subject to Section 3.07)
interest, if any, on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment and such
right shall not be impaired without the consent of such Holder.


 


SECTION 5.09.  Restoration of
Rights and Remedies


 


If the Senior
Trustee for the Securities of any series or any Holder of a Security has
instituted any proceeding to enforce any right or remedy under this Senior
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to such Senior Trustee or to such
Holder, then and in every such case the Issuer, such Senior Trustee and the
Holders of Securities shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of such Senior Trustee and such Holders
shall continue as though no such proceeding had been instituted.


 


SECTION 5.10.  Rights and
Remedies Cumulative.


 


Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Senior Trustee for the Securities of any series or to the Holders of Securities
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.


 


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SECTION 5.11.  Delay or Omission
Not Waiver.


 


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


 


SECTION 5.12.  Control by
Holders.


 


Subject to
Section 6.03, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of any particular series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Senior Trustee for the Securities of such series with respect
to the Securities of that series or exercising any trust or power conferred on
such Senior Trustee with respect to such Securities; provided that:


 


(1)                                  the
Senior Trustee may refuse to follow any direction in conflict with any rule of
law or with this Senior Indenture or which is unjustly prejudicial to the
Holders of the Securities of that series not taking part in the direction. For
the avoidance of doubt, the determination of whether any direction is unjustly
prejudicial to any Holder is solely at the discretion of the Senior Trustee;


 


(2)                                  the
Senior Trustee need not take any action which might involve it in personal
liability; and


 


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


 


SECTION 5.13.  Waiver of Past
Defaults.


 


The Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities of any particular series may on behalf of the Holders of all the
Securities of that series waive any past default hereunder with respect to that
series and its consequences, except:


 


(1)                                  a
default in the payment of the principal of (or premium, if any, on) or
interest, if any, on any Security of that series; or


 


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


 


Upon any such
waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Senior
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


 


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SECTION 5.14.  Undertaking for
Costs.


 


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


 


SECTION 5.15.  Waiver of Stay or
Extension Laws.


 


The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Senior Indenture; and the Issuer (to the extent that it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Senior Trustee for any series of Securities, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


 


SECTION 5.16.  Judgment Currency.


 


If, for the
purpose of obtaining a judgment in any court with respect to any obligation of
the Issuer hereunder or under any Security, it shall become necessary to
convert into any other currency or currency unit any amount in the currency or
currency unit due hereunder or under such Security, then such conversion shall
be made by the Issuer or the Currency Determination Agent at the Market
Exchange Rate as in effect on the date of entry of the judgment (the “Judgment
Date”). If pursuant to any such judgment, conversion shall be made on a date
(the “Substitute Date”) other than the Judgment Date and there shall occur a
change between the Market Exchange Rate as in effect on the Judgment Date and
the Market Exchange Rate as in effect on the Substitute Date, the Issuer agrees
to pay such additional amounts (if any) as may be necessary to ensure that the
amount paid is equal to the amount in such other currency or currency unit
which, when converted at the Market Exchange Rate as in effect on the Judgment
Date, is the amount due hereunder or under such Security. Any amount due from
the Issuer under this Section 5.16 shall be due as a separate debt and is
not to be affected by or merged into any judgment being obtained for any other
sum due hereunder or in respect of any Security, as the case may be. In no
event, however, shall the Issuer be required to pay more in the currency or
currency unit due hereunder or under such 


 


47

















 


Security at the Market Exchange Rate as in effect on the Judgment Date
than the amount of currency or currency unit stated to be due hereunder or
under such Security so that in any event the obligations of the Issuer
hereunder or under such Security will be effectively maintained as obligations
in such currency or currency unit, and the Issuer shall be entitled to withhold
(or be reimbursed for, as the case may be) any excess of the amount actually
realized upon any such conversion on the Substitute Date over the amount due
and payable on the Judgment Date.


 


ARTICLE SIX


 


THE
SENIOR TRUSTEE


 


SECTION 6.01.  Certain Duties and
Responsibilities.


 


(a)                                  Except
during the continuance of an Event of Default with respect to the Securities of
any series for which the Senior Trustee is serving as such:


 


(1)                                  such
Senior Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Senior Indenture, and no implied covenants or
obligations shall be read into this Senior Indenture against such Senior
Trustee; and


 


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


 


(b)                                 In
case an Event of Default with respect to a series of Securities has occurred
and is continuing, the Senior Trustee for the Securities of such series shall
exercise such of the rights and powers vested in it by this Senior 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 own
affairs.  The Senior Trustee will be
under no obligation to exercise any of its rights or powers under the Senior
Indenture at the request of any Holder unless such Holder shall have offered to
the Senior Trustee security and indemnity reasonably satisfactory to the Senior
Trustee against any loss, liability or expense, and then only to the extent
required by the terms of the Senior Indenture.


 


(c)                                  No
provision of this Senior Indenture shall be construed to relieve the Senior
Trustee for Securities of any series from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:


 


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


 


48

















 


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


 


(3)                                  such
Senior Trustee shall not be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with a direction
received by it pursuant to Section 5.02, 5.07, 5.12 or 5.13 or exercising
any trust or power conferred upon such Senior Trustee under this Senior
Indenture with respect to the Securities of that series; and


 


(4)                                  no
provision of this Senior Indenture shall require the Senior Trustee for any
series of Securities 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.


 


(d)                                 Whether
or not therein expressly so provided, every provision of this Senior Indenture
relating in any way to the Senior Trustee for any series of Securities shall be
subject to the provisions of this Section.


 


SECTION 6.02.  Notice of Default.


 


Within 90 days
after the occurrence of any default hereunder with respect to Securities of any
particular series, the Senior Trustee for the Securities of such series shall
give to Holders of Securities of that series, in the manner set forth in
Section 1.06, notice of such default if actually known to such Senior
Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the
principal of (or premium, if any, on) or interest, if any, on any Security of
that series, such Senior Trustee shall be protected in withholding such notice
if and so long as it determines in good faith that the withholding of such
notice is in the interests of the Holders of Securities of that series.  For the purpose of this Section, the term
“default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of that series.


 


SECTION 6.03.  Certain Rights of
Senior Trustee.


 


Except as
otherwise provided in Section 6.01:


 


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


 


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


 


(3)                                  whenever
in the administration of this Senior Indenture such Senior Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or


 


49

















 


omitting any action
hereunder, such Senior Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely
upon an Officers’ Certificate;


 


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


 


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


 


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


 


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


 


(8)                                  such
Senior Trustee shall have no duties or responsibilities with respect to and
shall have no liability for the actions taken or the failures to act of any
other Senior Trustees appointed hereunder;


 


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


 


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


 


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


 


50

















 


(12)                            before
the Senior Trustee acts or refrains from acting, the Senior Trustee may request
that the Issuer deliver an Officers’ Certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Senior Indenture, which Officers’ Certificate may be
signed by any Person authorized to sign an Officers’ Certificate, including any
Person specified as so authorized in any such certificate previously delivered
and not superseded.


 


SECTION 6.04.  Not Responsible
for Recitals or Issuance of Securities.


 


The recitals and
statements contained herein (except the description of the Senior Trustee) and
in the Securities (except the Senior Trustee’s certificates of authentication)
shall be taken as the recitals of and statements of the Issuer, and the Senior
Trustee for any series of Securities assumes no responsibility for their
correctness. The Senior Trustee for any series of Securities shall not be
responsible for and makes no representations as to the validity or sufficiency
of this Senior Indenture or of the Securities (except the Senior Trustee’s
certificates of authentication thereof) of any series. The Senior Trustee for
any series of Securities shall not be accountable for the use or application by
the Issuer of the Securities or the proceeds thereof.  The Senior Trustee shall have no duty to ascertain or inquire as
to the performance of the Issuer’s covenants in Article Ten hereof or
otherwise established by the terms of any Security.


 


SECTION 6.05.  May Hold
Securities.


 


The Senior Trustee
for any series of Securities, any Paying Agent, Security Registrar or any other
agent of the Issuer or such Senior Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Issuer with the same rights
it would have if it were not such Senior Trustee, Paying Agent, Security
Registrar or such other agent.


 


SECTION 6.06.  Money Held in
Trust.


 


Money held by the
Senior Trustee for any series of Securities (in any of its capacities
hereunder, including as Senior Trustee, Securities Registrar or Paying Agent)
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Senior Trustee for any series of Securities (in any of its
capacities hereunder, including as Senior Trustee, Securities Registrar or
Paying Agent) shall be under no liability for interest on any money received by
it hereunder except as otherwise agreed in writing with the Issuer.


 


SECTION 6.07.  Compensation and
Reimbursement.


 


The Issuer agrees:


 


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


 


(2)                                  except
as otherwise expressly provided herein, to reimburse the Senior Trustee for any
series of Securities upon its request for all reasonable expenses,
disbursements and


 


51

















 


advances incurred or made
by such Senior Trustee in accordance with any provision of this Senior
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or willful misconduct; and


 


(3)                                  to
indemnify such Senior Trustee for, and to hold it harmless against, any loss,
liability or reasonable expense incurred without negligence or willful
misconduct on its part, arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim (whether assented to by the Issuer, any
Holder or otherwise) or liability in connection with the exercise or
performance of any of its powers or duties hereunder.


 


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


 


Without prejudice
to any other rights available to the Senior Trustee under applicable law, when
the Senior Trustee incurs expenses (including the reasonable fees and expense
of its counsel) or renders services after an Event of Default specified in
Section 5.01(3), (4), (5) or (6) occurs, the expenses and the compensation
for the services are intended to constitute expenses of administration under
any Bankruptcy Law.


 


The rights of the
Senior Trustee under this Section 6.07 shall survive the resignation or
removal of the Senior Trustee, the payment in full of the Securities for which
it is the Senior Trustee, the discharge of this Senior Indenture, and the
termination hereof.


 


SECTION 6.08.  Disqualification;
Conflicting Interests.


 


The Senior Trustee
for the Securities shall be subject to the provisions of Section 310(b) of
the Trust Indenture Act during the period of time required thereby. Nothing
herein shall prevent the Senior Trustee from filing with the Commission the
application referred to in the penultimate paragraph of Section 310(b) of
the Trust Indenture Act. In determining whether the Senior Trustee has a
conflicting interest as defined in Section 310(b) of the Trust Indenture
Act with respect to the Securities of any series, there shall be excluded
Securities of any particular series of Securities other than that series. If
the Senior Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Senior 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 Senior
Indenture.


 


SECTION 6.09.  Corporate Senior
Trustee Required; Different Senior Trustees for Different Series; Eligibility.


 


There shall at all
times be a Senior Trustee hereunder which shall be:


 


(1)                                  a
corporation organized and doing business under the laws of the United States of
America, any state thereof, or the District of Columbia, authorized under such
laws to 


 


52

















 


exercise corporate trust
power and subject to supervision or examination by Federal or State authority;
or


 


(2)                                  a
corporation or other Person organized and doing business under the laws of a
foreign government that is permitted to act as Senior Trustee pursuant to a
rule, regulation, or other order of the Commission, authorized under such laws
to exercise corporate trust powers, 


 


and which shall
have at all times a combined capital and surplus of at least $50,000,000. If
such corporation or other Person publishes reports of condition at least
annually, pursuant to law or to requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. None of the Issuer, any other obligor upon the Securities or any
Person directly or indirectly controlling, controlled by, or under common
control with the Issuer or any other obligor upon the Securities shall serve as
Senior Trustee for any of the Securities. A different Senior Trustee may be
appointed by the Issuer for any series of Securities prior to the issuance of
such Securities. If the initial Senior Trustee for any series of Securities is
to be other than Wilmington Trust Company, the Issuer and such Senior Trustee
shall, prior to the issuance of such Securities, execute and deliver an
indenture supplemental hereto, which shall provide for the appointment of such
Senior Trustee as Senior Trustee for the Securities of such series and shall
add to or change any of the provisions of this Senior Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Senior Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Senior Trustees
co-Senior Trustees of the same trust and that each such Senior Trustee shall be
Senior Trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Senior Trustee. If at any
time the Senior Trustee for the Securities of any series shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereunder specified in this
Article.


 


SECTION 6.10.  Resignation and
Removal; Appointment of Successor.


 


(a)                                  No
resignation or removal of the Senior Trustee for the Securities of any series
and no appointment of a successor Senior Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the
successor Senior Trustee in accordance with the applicable requirements of
Section 6.11.


 


(b)                                 The
Senior Trustee for the Securities of any series may resign at any time with
respect to the Securities of such series by giving written notice thereof to
the Issuer.  If the instrument of
acceptance by a successor Senior Trustee required by Section 6.11 shall
not have been delivered to the Senior Trustee for the Securities of such series
within 30 days after the giving of such notice of resignation, the resigning
Senior Trustee may petition, at the expense of the Issuer, any court of
competent jurisdiction for the appointment of a successor Senior Trustee with
respect to the Securities of such series.


 


(c)                                  The
Senior Trustee for the Securities of any series may be removed at any time with
respect to the Securities of such series by Act of the Holders of a majority in



 


53

















 


aggregate principal
amount of the Outstanding Securities of such series, delivered to such Senior
Trustee and to the Issuer.  If the
instrument of acceptance by a successor Senior Trustee required by
Section 6.11 shall not have been delivered to the Senior Trustee for the
Securities of such series within 30 days after the Act of Holders giving effect
to such removal, the Senior Trustee may petition, at the expense of the Issuer,
any court of competent jurisdiction for the appointment of a successor Senior
Trustee with respect to the Securities of such series.


 


(d)                                 If
at any time:


 


(1)                                  the
Senior Trustee for the Securities of any series shall fail to comply with
Section 310(b) of the Trust Indenture Act pursuant to Section 6.08
hereof after written request therefor by the Issuer or by any Holder who has
been a bona
fide Holder of a Security of such series for at least six months,
unless the Senior Trustee’s duty to resign is stayed in accordance with the
provisions of Section 310(b) of the Trust Indenture Act; or


 


(2)                                  such
Senior Trustee shall cease to be eligible under Section 6.09 and shall
fail to resign after written request therefor by the Issuer or by any such
Holder; or


 


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


 


(4)                                  if
an administrative or other receiver or an administrator or other similar
official is appointed in relation to such Senior Trustee, or in relation to the
whole or a material part of the assets of such Senior Trustee, or an
encumbrancer takes possession of the whole or a material part of the assets of
such Senior Trustee, or a distress or execution or other process is levied or enforced
upon or sued out against the whole or a material part of the assets of such
Senior Trustee, or if such Senior Trustee shall commence a voluntary case or
proceeding under any applicable Bankruptcy Law, or any other case or proceeding
to be adjudicated as bankrupt or insolvent, or such Senior Trustee shall
consent to the appointment of or taking possession by a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or other similar official) of such
Senior Trustee or its property or affairs, or shall make an assignment for the
benefit of creditors, or shall admit in writing its inability to pay its debts
generally as they become due, or shall take corporate action in furtherance of
any such action;


 


then, in any such
case, (i) the Issuer by a Board Resolution may remove such Senior Trustee or
(ii) subject to Section 5.14, any Holder who has been a bona fide Holder
of a Security of such series for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of such Senior Trustee and the appointment of a successor
Senior Trustee.


 


(e)                                  If
the Senior Trustee for the Securities of any series shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of Senior
Trustee for the Securities of any series for any cause, the Issuer, by a Board
Resolution, shall promptly appoint a successor Senior Trustee with respect to
the Securities of such series and shall comply with the applicable requirements
of Section 6.11. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Senior 


 


54

















 


Trustee with respect to
the Securities of such series shall be appointed by Act of the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such
series delivered to the Issuer and the retiring Senior Trustee, the successor
Senior Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of
Section 6.11, become the successor Senior Trustee for the Securities of
such series and supersede the successor Senior Trustee appointed by the Issuer.
If no successor Senior Trustee for the Securities of such series shall have
been so appointed by the Issuer or the Holders and shall have accepted
appointment in the manner required by Section 6.11, and if such Senior
Trustee is still incapable of acting, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Senior Trustee with respect to
the Securities of such series.


 


(f)                                    The
Issuer shall give notice of each resignation and each removal of the Senior
Trustee with respect to the Securities of any series and each appointment of a
successor Senior Trustee with respect to the Securities of any series in the
manner and to the extent provided in Section 1.06. Each notice shall
include the name of the successor Senior Trustee with respect to the Securities
of that series and the address of its Corporate Trust Office.


 


SECTION 6.11.  Acceptance of
Appointment by Successor.


 


(a)                                  Every
successor Senior Trustee appointed hereunder with respect to the Securities of
any series shall execute, acknowledge and deliver to the Issuer and to the
retiring Senior Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Senior Trustee shall become
effective and such successor Senior Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Senior Trustee; but, on the request of the Issuer or the
successor Senior Trustee, such retiring Senior Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Senior Trustee all the rights, powers and trusts of the retiring Senior Trustee
and shall duly assign, transfer and deliver to such successor Senior Trustee
all property and money held by such retiring Senior Trustee hereunder, subject
to the lien provided by Section 6.07.


 


(b)                                 In
case of the appointment hereunder of a successor Senior Trustee with respect to
the Securities of one or more (but not all) series, the Issuer, the retiring
Senior Trustee and each successor Senior Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental
hereto wherein each successor Senior Trustee shall accept such appointment and
which (i) shall contain such provisions as shall be necessary or desirable to
transfer to, and to vest in, each successor Senior Trustee all the rights,
powers, trusts and duties of the retiring Senior Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Senior Trustee relates, (ii) if the retiring Senior Trustee is not retiring
with respect to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Senior Trustee with respect to the Securities of
that or those series as to which the retiring Senior Trustee is not retiring
shall continue to be vested in the retiring Senior Trustee and (iii) shall add
to or change any of the provisions of this Senior Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Senior Trustee, it being understood that nothing
herein or in such


 


55

















 


supplemental indenture
shall constitute such Senior Trustees co-Senior Trustees of the same trust and
each such Senior Trustee shall be Senior Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such Senior Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Senior Trustee shall
become effective to the extent provided therein and each such successor Senior
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Senior Trustee with
respect to the Securities of that or those series to which the appointment of
such successor Senior Trustee relates, subject to the lien provided by
Section 6.07; but, on request of the Issuer or any successor Senior Trustee,
such retiring Senior Trustee shall duly assign, transfer and deliver to such
successor Senior Trustee all property and money held by such retiring Senior
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Senior Trustee relates, subject to the
lien provided by Section 6.07.


 


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


 


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


 


SECTION 6.12.  Merger,
Conversion, Consolidation or Succession to Business.


 


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


 


 


56

















 


SECTION 6.13.  Preferential
Collection of Claims Against the Issuer.


 


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


 


ARTICLE SEVEN


 


HOLDERS’
LISTS AND REPORTS BY SENIOR TRUSTEE AND ISSUER


 


SECTION 7.01.  Issuer to Furnish
Senior Trustee Names and Addresses of Holders.


 


With respect to
each particular series of Securities, the Issuer will furnish or cause to be
furnished to the Senior Trustee for the Securities of such series:


 


(1)                                  at
least semi-annually and, if applicable, not more than 15 days after each
Regular Record Date relating to that series (or, if there is no Regular Record
Date relating to that series, on June 30 and December 31), a list, in
such form as such Senior Trustee may reasonably require, containing all the
information in the possession or control of the Issuer or any of its Paying
Agents as to the names and addresses of the Holders of that series as of such
dates, excluding from any such list all the information already in the
possession or control of the Senior Trustee which was received by such Senior
Trustee acting in any capacity with respect to such series of Securities; and


 


(2)                                  at
such other times as such Senior Trustee or Principal Paying Agent may request
in writing, within 30 days after the receipt by the Issuer of any such request,
a list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished, excluding from any such list all the
information already in the possession or control of the Senior Trustee which
was received by such Senior Trustee acting in any capacity with respect to such
series of Securities.


 


SECTION 7.02.  Preservation of
Information; Communications to Holders.


 


(a)                                  The
Senior Trustee for each series of Securities shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders of the
Securities of such series contained in the most recent lists furnished to such
Senior Trustee as provided in Section 7.01 and the names and addresses of
Holders of the Securities of such series received by such Senior Trustee in its
capacity as Security Registrar for such series, if so acting. The Senior
Trustee for each series of Securities may destroy any list relating to such
series of Securities furnished to it as provided in Section 7.01 upon
receipt of a new list relating to such series so furnished.


 


(b)                                 If
three or more Holders of Securities of any particular series (hereinafter
referred to as “applicants”) apply in writing to the Senior Trustee for the
Securities of any such series, and furnish to such Senior Trustee reasonable
proof that each such applicant has owned a Security of that series for a period
of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Securities of that series with respect to their rights under this Senior
Indenture or 


 


57

















 


under the Securities of
that series and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then such Senior
Trustee shall, within five Business Days after the receipt of such application,
at its election, either:


 


(1)                                  afford
such applicants access to the information preserved at the time by such Senior
Trustee in accordance with Section 7.02(a); or


 


(2)                                  inform
such applicants as to the approximate number of Holders of Securities of that series
whose names and addresses appear in the information preserved at the time by
such Senior Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.


 


If any such Senior
Trustee shall elect not to afford such applicants access to that information,
such Senior Trustee shall, upon the written request of such applicants, mail to
each Holder of Securities of that series whose name and address appears in the
information preserved at the time by such Senior Trustee in accordance with
Section 7.02(a), a copy of the form of proxy or other communication which
is specified in such request, with reasonable promptness after a tender to such
Senior Trustee of the material to be mailed and of payment, or provision for
the payment, of the reasonable expenses of mailing, unless within five days
after such tender, such Senior Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of such Senior Trustee,
such mailing would be contrary to the best interests of the Holders of
Securities of that series or would be in violation of applicable law.  Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, such Senior Trustee shall mail
copies of such material to all such Holders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise such Senior
Trustee shall be relieved of any obligation or duty to such applicants
respecting their application.


 


(c)                                  Every
Holder of Securities of each series, by receiving and holding the same, agrees
with the Issuer and the Senior Trustee for the Securities of such series that
none of the Issuer, such Senior Trustee or any of their agents shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of the Securities of such series in accordance
with Section 7.02(b), regardless of the source from which such information
was derived, and that the Senior Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under
Section 7.02(b).


 


SECTION 7.03.  Reports by Senior
Trustee.


 


(a)                                  Within
60 days after May 15 of each year commencing with the year following the first
issuance of Securities, the Senior Trustee for the Securities of each series
shall transmit by mail to all Holders of the Securities of such series, in the
manner and to the 


 


58

















 


extent provided in
Section 313 of the Trust Indenture Act, a brief report dated as of each
such May 15 if required by the Trust Indenture Act.


 


(b)                                 A
copy of each such report shall, at the time of such transmission to Holders of
Securities of any series, be filed by the Senior Trustee for the Securities of
such series with each Stock Exchange, with the Commission and with the Issuer.
The Issuer will notify such Senior Trustee when such series of Securities is
listed on any Stock Exchange.


 


SECTION 7.04.  Reports by Issuer.


 


The Issuer will:


 


(1)                                  file
with the Senior Trustee for the Securities of such series, within 15 days after
the Issuer 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 Issuer may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act; or, if the Issuer is not required to file information, documents
or reports pursuant to either of said Sections, then it will file with such
Senior Trustee and the Commission, 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;


 


(2)                                  file
with the Senior Trustee for the Securities of such series 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 Issuer, with the conditions and covenants of this Senior
Indenture as may be required from time to time by such rules and regulations;
and


 


(3)                                  transmit
by mail to all Holders of Securities of each series, as provided in Section 313(c)
of the Trust Indenture Act, within 30 days after the filing thereof with the
Senior Trustee for the Securities of such, series, such summaries of any
information, documents and reports required to be filed by the Issuer pursuant
to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission; provided that the
delivery of such reports, information and documents to the Senior Trustee is
for informational purposes only and the Senior Trustee’s receipt of such shall
not constitute notice, constructive or otherwise, of any information contained
therein or determinable therefrom, including the Issuer’s compliance with any
of its covenants hereunder or under any Securities (as to which the Senior
Trustee is entitled to rely exclusively on Officers’ Certificates).


 


 


59

















 


ARTICLE EIGHT


 


CONSOLIDATION,
MERGER, CONVEYANCE OR TRANSFER


 


SECTION 8.01.  Issuer May
Consolidate, Etc., Only on Certain Terms.


 


So long as any
Security remains Outstanding, the Issuer shall not consolidate or amalgamate
with or merge into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any Person unless:


 


(1)                                  the
corporation formed by such consolidation or amalgamation or into which the
Issuer is merged, or the Person which acquires, leases or is the transferee of
or recipient of the conveyance or transfer, of substantially all of the
properties and assets of the Issuer as an entirety shall


 


(A)                              be
a corporation or other Person organized and validly existing under the laws of
any country that is a member of the Organisation for Economic Co-operation and
Development (as the same may be constituted from time to time); and


 


(B)                                expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Senior Trustee for each series of Securities, in form reasonably satisfactory
to each such Senior Trustee, with any amendments or revisions necessary to take
account of the jurisdiction in which any such corporation or Person is
organized (if other than England and Wales),


 


(i)                                     the
due and punctual payment of the principal of (and premium, if any, on) and
interest, if any, on, and any sinking fund payment in respect of, all of the
Securities,


 


(ii)                                  the
performance of every covenant of this Senior Indenture and of all the
Securities on the part of the Issuer to be performed,


 


(iii)                               such
assumption shall provide that such corporation or Person shall pay to the Holder
of any Securities such additional amounts as may be necessary in order that
every net payment of the principal of (and premium, if any, on) and interest,
if any, on such Securities will not be less than the amounts provided for in
the Securities to be then due and payable, and


 


(iv)                              with
respect to (iii) above such obligation shall extend to any deduction or
withholding for or on account of any present or future tax, assessment or
governmental charge imposed upon such payment by the United Kingdom or the
country in which any such corporation or Person is organized or any district,
municipality or other political subdivision or taxing authority thereof
(subject to the limitations set forth in Section 10.08 in respect of the
payment of additional amounts as applied to such country);


 


(2)                                  immediately
after giving effect to such transaction, no Event of Default with respect to
any series of Securities, and no event which, after notice or lapse of time or
both, 


 


60

















 


would become an Event of
Default with respect to any series of Securities, shall have occurred and be
continuing; and


 


(3)                                  the
Issuer has delivered to the Senior Trustee for each series of Securities an
Officers’ Certificate and an Opinion of Counsel each stating that such
consolidation, amalgamation, merger, conveyance, transfer or lease and such
supplemental indenture evidencing the assumption by such corporation or Person
comply with this Senior Indenture and that all conditions precedent provided
for in this Senior Indenture relating to such transaction have been complied
with.


 


SECTION 8.02.  Successor
Corporation Substituted.


 


Upon any
consolidation, amalgamation or merger, or any conveyance, transfer or lease of
the properties and assets of the Issuer substantially as an entirety in
accordance with Section 8.01, the successor corporation formed by such
consolidation or amalgamation or into which the Issuer is merged or the Person
to which such conveyance or transfer or with which such lease is made shall
succeed to, and be substituted for, and may exercise every right and power of
the Issuer under this Senior Indenture with the same effect as if such
successor corporation or Person had been named as the Issuer herein, and
thereafter, except in the case of a lease, the predecessor corporation shall be
relieved of all obligations and covenants under this Senior Indenture or the
Securities, as the case may be.


 


ARTICLE NINE


 


SUPPLEMENTAL
INDENTURES


 


SECTION 9.01.  Supplemental
Senior Indentures Without Consent of Holders.


 


Without the
consent of any Holders of Securities, the Issuer, when authorized by a Board
Resolution and the Senior Trustee or Senior Trustees for the Securities of any
or all series, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the relevant Senior
Trustee or Senior Trustees, for any of the following purposes:


 


(1)                                  to
evidence the succession of another corporation to the Issuer and the assumption
by any such successor of the covenants of the Issuer herein and contained in
the Securities; or


 


(2)                                  to
add to the covenants of the Issuer, for the benefit of the Holders of all or
any particular series of Securities (and, if such covenants are to be for the
benefit of fewer than all series of Securities, stating that such covenants are
being included solely for the benefit of such series), to convey, transfer,
assign, mortgage or pledge any property to or with the Senior Trustee for the
Securities of any such series or otherwise secure any such series of the
Securities or to surrender any right or power herein conferred upon the Issuer;
or


 


(3)                                  to
add any additional Events of Default with respect to any or all series of
Securities (and, if any such Event of Default applies to fewer than all series
of Securities, stating each series to which such Event of Default applies);
provided that any such additional 


 


61

















 


Event of Default would
not cause any such series of Securities to be in default immediately upon any
such addition; or


 


(4)                                  to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Securities or to provide (subject to applicable laws)
for the issuance of uncertificated Securities of any series in addition to or
in place of any certificated Securities and to make all appropriate changes for
such purposes; provided, however, that any such action shall not adversely
affect the interests of the Holders of Securities of any series in any material
respect; or


 


(5)                                  to
change or eliminate any of the provisions of this Senior Indenture; provided,
however, that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or


 


(6)                                  to
evidence and provide for the acceptance of appointment hereunder of a Senior
Trustee, other than Wilmington Trust Company, for a series of Securities and to
add to or change any of the provisions of this Senior Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Senior Trustee, pursuant to the requirements of
Section 6.09; or


 


(7)                                  to
evidence and provide for the acceptance of appointment hereunder by a successor
Senior Trustee with respect to the Securities of one or more series and to add
to or change any of the provisions of this Senior Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Senior Trustee, pursuant to the requirements of
Section 6.11(b); or


 


(8)                                  to
add to the conditions, limitations and restrictions on the authorized amount,
form, terms or purposes of issue, authentication and delivery of Securities, as
herein set forth, with such other conditions, limitations and restrictions
thereafter to be observed; or


 


(9)                                  to
supplement any of the provisions of this Senior Indenture to such extent as
shall be necessary to permit or facilitate the defeasance and discharge of any
series of Securities pursuant to Section 4.01; provided, however, that any
such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities in any material
respect; or


 


(10)                            to add
to or change or eliminate any provisions of this Senior Indenture as shall be
necessary or desirable in accordance with any amendments to the Trust Indenture
Act or any rules and regulations of the Commission; or


 


(11)                            to
cure any ambiguity or defect, to correct or amend or supplement any provision
herein which may be inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising under this
Senior Indenture; provided, that any such action shall not adversely affect the
interests of the Holders of Securities of any particular series in any material
respect; or


 


(12)                            to
establish the terms of a series of Securities to be issued hereunder pursuant to,
and in accordance with, Section 3.01.


 


 


62

















 


SECTION 9.02.  Supplemental
Senior Indentures With Consent of Holders.


 


The Issuer, when
authorized by a Board Resolution, and the Senior Trustee or Senior Trustees for
the Securities of any or all series may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Senior Indenture or of
modifying in any manner the rights of the Holders of such Securities under this
Senior Indenture, but only with the consent of the Holders of more than 50% in
aggregate principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby, in each case by Act of said
Holders of Securities of each such series delivered to the Issuer and the
Senior Trustee for Securities of each such series; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:


 


(1)                                  change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate
of interest thereon, if any, or any premium or principal payable upon the
redemption thereof, or change any obligation of the Issuer to pay additional
amounts pursuant to Sections 5.16 and 10.08 (except as contemplated by
Section 8.01(1) and permitted by Section 9.01(1)) or reduce the amount
of the principal of a Discounted Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to
Section 5.02, or change any Place of Payment where, or change the currency
or currency unit in which, any Security or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date); or


 


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


 


(3)                                  change
any obligation of the Issuer to maintain an office or agency in the places and
for the purposes specified in Section 10.02; or


 


(4)                                  modify
any of the provisions of this Section or Sections 5.13 or 10.07, except to
increase any specified percentage in aggregate principal amount required for
any actions by Holders or to provide that certain other provisions of this Senior
Indenture cannot be modified or waived without the consent of the Holder of
each Security affected thereby.


 


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


 


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


 


63

















 


SECTION 9.03.  Execution of
Supplemental Senior Indentures.


 


In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts
created by this Senior Indenture, the Senior Trustee for any series of
Securities shall be entitled to receive, and (subject to Section 6.01)
shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Senior Indenture. The Senior Trustee for any
series of Securities may, but shall not (except to the extent required in the
case of a supplemental indenture entered into under Section 9.01(6) or
(7)) be obligated to, enter into any such supplemental indenture which affects
such Senior Trustee’s own rights, liabilities, duties or immunities under this
Senior Indenture or otherwise.


 


SECTION 9.04.  Effect of
Supplemental Senior Indentures.


 


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


 


SECTION 9.05.  Conformity With
Trust Indenture Act.


 


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


 


SECTION 9.06.  Reference in
Securities to Supplemental Senior Indentures.


 


Securities of any
particular series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required
by the Senior Trustee for the Securities of such series, bear a notation in
form approved by such Senior Trustee as to any matter provided for in such
supplemental indenture. If the Issuer shall so determine, new Securities of any
series so modified as to conform, in the opinion of the Senior Trustee for the
Securities of such series and the Boards of Directors of the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and such
Securities may be authenticated and delivered by such Senior Trustee for the
Securities of such series in exchange for Outstanding Securities of such
series.


 


ARTICLE TEN


 


COVENANTS


 


SECTION 10.01.  Payment of
Principal (and Premium, if any) and Interest, if any.


 


The Issuer agrees,
for the benefit of each particular series of Securities, that it will duly and
punctually pay in the currency or currency unit in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except as provided in Sections 3.11(b),
3.11(d) and 3.11(e)) the principal of, and premium, if any, on and interest, if
any, on that series of Securities in accordance with the terms of the Securities
of such series and this Senior Indenture.


 


64

















 


SECTION 10.02.  Maintenance of
Office or Agency.


 


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


 


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


 


Unless otherwise
specified pursuant to Section 3.01, if and so long as the Securities of
any series (i) are denominated in a currency other than Dollars or (ii) may be
payable in a currency other than Dollars, or so long as it is required under
any other provision of the Senior Indenture, then the Issuer will maintain with
respect to each such series of Securities, or as so required, a Currency
Determination Agent.


 


SECTION 10.03.  Money for
Securities Payments to Be Held in Trust.


 


If the Issuer
shall at any time act as its own Paying Agent with respect to any particular
series of Securities, it will, on or before each due date of the principal of
(or premium, if any, on) or interest, if any, on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum in the currency or currency unit in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.01
for the Securities of such series and except as provided in Sections 3.11(b),
3.11(d) and 3.11(e)) sufficient to pay the principal and premium, if any, and
interest, if any, so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Senior Trustee for the Securities of such series of its action or failure so to
act.


 


Whenever the
Issuer shall have one or more Paying Agents for any particular series of
Securities, the Issuer will, prior to 10:00 a.m. in the applicable Place of
Payment on each due date of the principal of (or premium, if any, on) or
interest, if any, on any such Securities, deposit with a Paying Agent for the
Securities of such series a sum (in the currency or 


 


65

















 


currency unit described in the preceding paragraph)
sufficient to pay the principal (and premium, if any) and interest, if any, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless such Paying Agent is the Senior Trustee for the
Securities of such series) the Issuer will promptly notify such Senior Trustee
of its action or failure so to act.


 


The Issuer will
cause each Paying Agent (other than the Senior Trustee) for any particular
series of Securities to execute and deliver to such Senior Trustee an
instrument in which such Paying Agent shall agree with such Senior Trustee,
subject to the provisions of this Section, that such Paying Agent will:


 


(1)                                  hold
all sums held by it for the payment of the principal of (or premium, if any,
on) or interest, if any, on Securities of that series in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons
or otherwise disposed of as herein provided;


 


(2)                                  give
such Senior Trustee notice of any default by the Issuer (or any other obligor
upon the Securities) in the making of any payment of principal of (and premium,
if any, on) and interest, if any, on Securities of that series; and 


 


(3)                                  at
any time during the continuation of any such default, upon the written request
of such Senior Trustee, forthwith pay to such Senior Trustee all sums so held
in trust by such Paying Agent.


 


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


 


Any money
deposited with the Senior Trustee or any Paying Agent for the Securities of any
series or then held by the Issuer in trust for the payment of the principal of
(and premium, if any, on) and interest, if any, on any Securities of any
particular series and remaining unclaimed for two years after such principal
(and premium, if any) and interest, if any, has become due and payable shall,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be paid to the Issuer, on an Issuer
Request, or (if then held by the Issuer) shall be discharged from such trusts;
and the Holder of such Security shall, thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof, and all liability of
such Senior Trustee or such Paying Agent with respect to such trust money, and
all liability of the Issuer as trustee thereof, shall thereupon cease; provided,
however, that such Senior Trustee or such Paying Agent, before being
required to make any such repayment shall give notice to the Holder of such
Security in the manner set forth in Section 1.06 that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such notice, any unclaimed balance of such money
then remaining will, unless otherwise required by mandatory provisions of
applicable escheat, or abandoned or unclaimed property law be repaid to the
Issuer; provided,
further, that the Senior Trustee or such Paying Agent shall give 


 


66

















 


written notice of any such unclaimed amounts to the
Issuer within 30 days after the end of such two-year period.


 


SECTION 10.04.  Statements as to
Compliance.


 


The Issuer will
deliver to the Senior Trustee for each series of Securities, within four months
after the end of each fiscal year ending after the date hereof, an Officers’
Certificate (one of the signers of which shall be the chief executive officer,
treasurer or finance director of the Issuer) stating whether or not, to the
knowledge of such officers, after due investigation, the Issuer has complied
with all conditions and covenants and fulfilled all of its obligations under
this Senior Indenture during such year and, if such officers have obtained
knowledge of any default or Event of Default, specifying all such defaults or
Events of Default and the nature and status thereof of which such officers may
have knowledge and whether any such default or Event of Default is continuing
or not.


 


For purposes of
this Section, such compliance or fulfillment shall be determined without regard
to any period of grace or requirement of notice provided under this Senior
Indenture.


 


The Issuer shall
deliver to the Senior Trustee, as soon as possible and in any event within five
days after the Issuer becomes aware of the occurrence of any Event of Default
or an event which, with notice or the lapse of time or both, would constitute
an Event of Default, an Officers’ Certificate setting forth the nature and
status of such Event of Default.


 


SECTION 10.05.  Corporate
Existence.


 


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


 


SECTION 10.06.  Negative Pledge.


 


So long as any
Security remains Outstanding, the Issuer will not, and will ensure (so far as
the Issuer is able to do so by the proper exercise of its voting and other
rights or powers of control exercisable in relation to such company) that the
Principal Subsidiary will not, create or permit to exist any mortgage or charge
upon the whole or any part of the Issuer’s or the Principal Subsidiary’s
undertaking or assets (other than assets representing the fund or funds maintained
by the Issuer, or as the case may be, the Principal Subsidiary, in respect of
the entering into or provision of long-term contracts of insurance (as defined
in the Financial Services and Markets Act 2000 (Regulated Activities) Order
2001 of the United Kingdom), present or future, to secure payment of any
present or future Relevant Indebtedness of the Issuer or the Principal
Subsidiary or Relevant Indebtedness of any Subsidiaries, or to secure any
guarantee or indemnity in respect thereof, without at the same time securing
the Outstanding Securities of each series, and all amounts payable under this
Senior Indenture in respect thereof, equally and ratably with the same security
as secures any such Relevant Indebtedness, guarantee or indemnity, or with such
other security as shall be approved by the holders of at least 75% in principal
amount of the Outstanding Securities of each series.


 


SECTION 10.07.  Waiver of Certain
Covenants.


 


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The Issuer may
omit in any particular instance to comply with any covenant or condition set
forth in Sections 10.02, 10.05 and 10.06 and any other covenant not set forth
herein and specified pursuant to Section 3.01 to be applicable to the
Securities of any series, if before or after the time for such compliance the
Holders of not less than a majority (or 75% in the case of the covenant to
provide security approved by 75% of the Holders pursuant to Section 10.06)
in aggregate principal amount of the Outstanding Securities of each series of
Securities affected by the omission (which, in the case of a covenant not set
forth herein and specified pursuant to Section 3.01 to be applicable to
the Securities of any series, shall include only those series to which such
covenant is so specified to be applicable) shall, in each case by Act of such
Holders, 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 Issuer
and the duties of the Senior Trustee and the Principal Paying Agent for the
Securities of each series with respect to any such covenant or condition shall
remain in full force and effect.


 


SECTION 10.08.  Payment of
Additional Amounts.


 


Unless otherwise
provided in the Board Resolution or supplemental indenture pursuant to
Section 3.01 establishing the terms of a particular series of Securities,
the Issuer will pay to the Holder of any Security such additional amounts as
may be necessary in order that every net payment of the principal of (and
premium, if any, on) and interest, if any, on any such Security after deduction
or other withholding for or on account of any present or future tax,
assessment, duty or other governmental charge of any nature whatsoever imposed,
levied or collected by or on behalf of the United Kingdom, or any political
subdivision or taxing authority thereof or therein having power to tax, will
not be less than the amount provided for in any such Security to be then due
and payable; provided, however, that the foregoing obligation to pay
additional amounts will not apply on account of any tax, assessment, duty or
other governmental charge which is payable:


 


(1)                                  otherwise
than by deduction or withholding from payments of principal of (or premium, if
any, on) or interest, if any, on any such Security; or


 


(2)                                  by
reason of such Holder having, or having had, some personal or business
connection with the United Kingdom and not merely by reason of the fact that
payments are, or for the purposes of taxation are deemed to be, from sources
in, or secured in, the United Kingdom; or


 


(3)                                  except
in the case of the winding up of the Issuer in England, where the relevant
Security is presented for payment (where presentation is required) in the
United Kingdom; or


 


(4)                                  where
the relevant Security is presented for payment more than 30 days after the
Relevant Date (as defined below) except to the extent that the relevant Holder
would have been entitled to such additional amounts on presenting the Security
for payment on such thirtieth day; or


 


(5)                                  with
respect to a payment to an individual, where the deduction or withholding is
required to be made pursuant to any European Union Directive on the taxation of
savings 


 


68

















 


implementing the
conclusions of the meeting of the European Council of Economics and Finance
Ministers of November 26-27, 2000 (or any supplemental ECOFIN meeting
relating to such directive), or any law implementing or complying with, or
introduced in order to conform to, such Directive; or


 


(6)                                  on
a Security presented for payment by a Holder who would have been able to avoid
such deduction or withholding by presenting the relevant Security to another
paying agent in a Member State of the European Union or elsewhere; or


 


(7)                                  by
reason by any estate, excise, inheritance, gift, sales, transfer, wealth or
personal property tax or any similar assessment or governmental charge; or


 


(8)                                  as
a result of the failure of a Holder to satisfy any statutory requirements or
make a declaration of non-residence or other claim for exemption; or


 


(9)                                  by
reason of a change in law or official practice of any relevant taxing authority
that becomes effective more than 30 days after the Relevant Date (as defined
below) for payment of principal (or premium, if any), or interest, if any, in
respect of such Security; or


 


(10)                            owing
to any combination of clauses (1) through (9) above (provided that such
provision is applicable to the relevant series of Securities in accordance with
this Senior Indenture).


 


No additional
amounts will be paid as provided above with respect to any payment of principal
of (or premium, if any, on) or interest, if any, on any such Security to any
Holder who is a fiduciary or partnership or other than the sole beneficial
owner of any such payment to the extent that a beneficiary or settlor with
respect to such fiduciary, a member of such a partnership or the beneficial
owner of such payment would not have been entitled to the additional amounts
had such beneficiary, settlor, member or beneficial owner been the Holder of
any such Security.


 


For the purposes
hereof the “Relevant Date” means the date on which the payment of principal of
(or premium, if any, on) or interest, if any, on any Security first becomes due
and payable but, if the full amount of the monies payable on such date has not
been received by the relevant Paying Agent or as it shall have directed on or
prior to such date, the “Relevant Date” means the date on which such monies
shall have been so received.


 


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


 


If the Securities
of a series provide for the payment of additional amounts as contemplated by
Section 3.01(19), at least 10 days prior to the first Interest Payment
Date 


 


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with respect to that series of Securities (or if the
Securities of that series will not bear interest prior to Maturity, the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal (and premium, if any) and
interest, if any, if there has been any change with respect to the matters set
forth in the below-mentioned Officers’ Certificate, the Issuer will furnish the
Senior Trustee for that series of Securities with an Officers’ Certificate
instructing such Senior Trustee whether such payment of principal of (and
premium, if any, on) and interest, if any, on the Securities of that series
shall be made to Holders of Securities of that series without withholding for
or on account of any tax, assessment, duty or other governmental charge
referred to above or described in the Securities of that series. If any such
withholding shall be required, then such Officers’ Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities and the Issuer will pay to the Senior Trustee for such
series of Securities such additional amounts as may be required pursuant to the
terms applicable to such series. The Issuer covenants to indemnify the Senior
Trustee for such series of Securities and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without gross negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers’ Certificate furnished pursuant to this Section 10.08 or the
failure to provide any such Officers’ Certificate.  The obligations contained in the immediately preceding sentence
of the Issuer shall survive payment of all of the Securities, the satisfaction
and discharge of this Senior Indenture, and the resignation or removal of the
Senior Trustee or any Paying Agent for such series of Securities.


 


The Issuer hereby
undertakes that, if any withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to the proposal agreed by the
European Council of Economics and Finance Ministers (“ECOFIN”) on January 21,
2003 or any law implementing or complying with, or introduced in order to
conform to, any such Directive, it will ensure that it maintains a paying agent
with a specified office in a European Union member state that will not be
obliged to withhold or deduct tax pursuant to any European Union D rective on
the taxation of savings income implementing those proposals or any such law; provided,
that under no circumstances shall the Issuer be obliged to maintain a paying
agent with a specified office in such member state unless at least on member
state of the European Union does not require a paying agent making payments
through a specified office in that member state to so withhold or deduct tax.


 


SECTION 10.09.  Calculation of
Original Issue Discount.


 


The Issuer shall
deliver to the Senior Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on Outstanding Securities as of the
end of such year and (ii) such other specific information relating to such
original issue discount as may then be relevant under the U.S. Internal Revenue
Code of 1986, as amended from time to time.


 


ARTICLE ELEVEN


 


REDEMPTION
OF SECURITIES


 


SECTION 11.01.  Applicability of
This Article.


 


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Redemption of
Securities of any series (whether by operation of a sinking fund or otherwise)
as permitted or required by the terms of any such Securities shall be made in
accordance with such terms and (except as otherwise specified pursuant to
Section 3.01 with respect to Securities of such series) this Article; provided,
however, that if any of the terms of any such Securities shall
conflict with any provision of this Article, the terms of such Securities shall
govern.


 


SECTION 11.02.  Election to
Redeem; Notice to Senior Trustee.


 


The election of
the Issuer to redeem any Securities of any series shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of
the Issuer of less than all of the Securities of any particular series, the
Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer
(unless a shorter notice shall be satisfactory to the Senior Trustee for the
Securities of such series) notify the Senior Trustee for the Securities of such
series by an Issuer Request of such Redemption Date and of the principal amount
of Securities of that series to be redeemed.


 


In the case of any
redemption of Securities of any series prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Senior Indenture, the Issuer shall furnish the Senior Trustee
for Securities of such series with an Officers’ Certificate evidencing
compliance with such restriction.


 


In the case of any
redemption of Securities of any series pursuant to Section 11.08, the
Issuer shall furnish the Senior Trustee for Securities of such series with an
Officers’ Certificate and an Opinion of Counsel confirming that the Issuer is
entitled to exercise the right of redemption.


 


SECTION 11.03.  Selection of
Securities to Be Redeemed.


 


If less than all
the Securities are to be redeemed, the Issuer may select the series to be
redeemed, and if less than all of the Securities of any series are to be
redeemed, the particular Securities of that series to be redeemed shall be
selected by the Issuer not more than 45 days prior to the Redemption Date from
the Outstanding Securities of that series not previously called for redemption,
by such method as the Senior Trustee for the Securities of such series shall
approve and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Securities of that series, or
any integral multiple thereof) of the principal amount of Securities of that
series or a denomination larger than the minimum authorized denomination for
Securities of that series pursuant to Section 3.02 in the currency or
currency unit in which the Securities of such series are denominated.


 


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


 


For all purposes
of this Senior 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 Securities which has been or is to be redeemed.


 


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SECTION 11.04.  Notice of
Redemption.


 


Unless otherwise
specified in the Securities of a series, notice of redemption shall be given in
the manner provided in Section 1.06 not later than 30 days and not earlier
than 60 days (or in the case of partial redemption 45 days) prior to the
Redemption Date, to each Holder of Securities to be redeemed.


 


All notices of
redemption shall state:


 


(1)                                  the
Redemption Date;


 


(2)                                  the
Redemption Price;


 


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


 


(4)                                  that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security or portion thereof, and that interest thereon, if any, shall
cease to accrue on and after said date;


 


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


 


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


 


(7)                                  the
Common Code(s), CUSIP number(s) and ISIN, if any, with respect to such
Securities.


 


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


 


SECTION 11.05.  Deposit of
Redemption Price.


 


On or prior to any
Redemption Date, the Issuer shall deposit with the Senior Trustee for the
Securities to be redeemed (or, if the Issuer is acting as its own Paying Agent
for such Securities, segregate and hold in trust as provided in
Section 10.03) an amount of money in the currency or currency unit in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of such series and except as
provided in Sections 3.11(b), 3.11(d) and 3.11(e)) sufficient to pay the principal
amount (or, if the context so requires, lesser amount in the case of Discounted
Securities) of (and premium, if any, thereon), and (except if the Redemption
Date shall be an Interest Payment Date) any accrued interest on, all the
Securities which are to be redeemed on that date.


 


SECTION 11.06.  Securities Payable
on Redemption Date.


 


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currency unit in which the Securities of
such series are payable 


 


72

















 


(except as otherwise provided pursuant to
Section 3.01 for the Securities of such series and except as provided in
Sections 3.11(b), 3.11(d) and 3.11(e)) and from and after such date (unless the
Issuer shall default in the payment of the Redemption Price) such Securities
shall cease to bear interest.  Upon
surrender of such Security for redemption in accordance with said notice, such
Security or specified portions thereof shall be paid by the Issuer at the
Redemption Price; provided, however, that unless otherwise specified as
contemplated by Section 3.01, installments of interest on Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant Regular Record Dates according
to their terms and the provisions of Section 3.07.


 


If any Security
called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (or, if the context shall so require, lesser amount
in the case of Discounted Securities) thereof (and premium, if any, thereon)
shall, until paid, bear interest from the Redemption Date at a rate per annum
equal to the rate borne by the Security (or, in the case of Discounted
Securities, the Security’s Yield to Maturity).


 


SECTION 11.07.  Securities
Redeemed in Part.


 


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


 


 


SECTION 11.08.  Tax Redemption.


 


The Securities of
any series may be redeemed, subject to any other terms set forth herein and in
the Board Resolution or supplemental indenture pursuant to Section 3.01
and in such Securities, as a whole but not in part, at the option of the
Issuer, upon not more than 60 days’ nor less than 30 days’ prior notice to the
Holders of such Securities, at a Redemption Price equal to 100% of the
principal amount thereof (or, if the context so requires, such lesser amount in
the case of Discounted Securities) (and premium, if any, thereon), together
with accrued interest, if any, thereon to the Redemption Date, upon the
occurrence of a Tax Event; provided, that Securities of any such
series may not be so redeemed if such obligation of the Issuer to pay such
additional amounts or to account as provided in the definition of Tax Event
arises, because of the official application or interpretation of the laws or
regulations affecting taxation of the country in which the Issuer is organized,
or any political subdivision or taxing 


 


73

















 


authority thereof or therein having the power to tax,
as a result of the consolidation, amalgamation or merger of the Issuer with or
into, or the conveyance, transfer or lease by the Issuer of its properties and
assets substantially as an entirety to, any Person.


 


Prior to the
redemption of any series of Securities following the occurrence of a Tax Event,
the Issuer shall be required, before it gives a notice of redemption, to
deliver to the Senior Trustee an Officers’ Certificate stating that all
conditions precedent to such redemption have been complied with and an Opinion
of Counsel concluding that in the opinion of such counsel a Tax Event has
occurred and the Issuer is entitled to exercise its right of redemption in
accordance with the terms of the Securities.


 


If the Issuer
provides an Opinion of Counsel in the appropriate jurisdiction, dated as of the
date of the relevant event referred to in the preceding paragraph, that no
obligation to pay any additional amount or to account as aforesaid arises, then
that Opinion of Counsel shall be final and binding, solely for purposes of such
paragraph, on the Issuer, the Senior Trustee and the Holders of the Securities
of any such series as to the law of the relevant jurisdiction at the date of
such Opinion of Counsel.


 


ARTICLE TWELVE


 


SINKING
FUNDS


 


SECTION 12.01.  Applicability of
This Article.


 


Redemption of
Securities of any series through operation of a sinking fund as permitted or
required by the terms of any such Securities shall be made in accordance with
such terms and (except as otherwise specified pursuant to Section 3.01
with respect to Securities of such series) this Article; provided, however,
that if any of the terms of any such Securities shall conflict with any
provision of this Article, the terms of such Securities shall govern.


 


The minimum amount
of any sinking fund payment provided for by the terms of Securities of any
particular series is herein referred to as a “mandatory sinking fund payment”,
and any payment in excess of such minimum amount provided for by the terms of
Securities of any particular series is herein referred to as an “optional
sinking fund payment”. If provided for by the terms of Securities of any
particular series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 12.02. Each sinking fund payment shall
be applied to the redemption of Securities of any particular series as provided
for by the terms of Securities of that series.


 


SECTION 12.02.  Satisfaction of
Sinking Fund Payments With Securities.


 


The Issuer (i) may
deliver Outstanding Securities of a series (other than any Securities
previously called for redemption) and (ii) may apply as a credit Securities of
a series which have been redeemed either at the election of the Issuer pursuant
to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in
each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the
terms of such Securities as provided for by the terms of such series; provided,
however, that 


 


74

















 


such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Senior
Trustee for such Securities at the principal amount thereof (or, if the context
so requires, such lesser amount in the case of Discounted Securities) and the
amount of such sinking fund payment shall be reduced accordingly.


 


SECTION 12.03.  Redemption of
Securities for Sinking Fund.


 


Not less than 60
days prior to each sinking fund payment date for any particular series of
Securities (or such shorter period as shall be satisfactory to the Senior
Trustee for the Securities of such series), the Issuer will deliver to the
Senior Trustee for the Securities of such series an Officers’ Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currency unit in
which the Securities of that series are payable (except as otherwise specified
pursuant to Section 3.01 for the Securities of that series and except as
provided in Sections 3.11(b), 3.11(d) and 3.11(e)) and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.02 and shall state the basis for such credit
and that such Securities have not previously been so credited and will also
deliver to such Senior Trustee any Securities to be so delivered.  The Issuer or the Senior Trustee for the
Securities of such series shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Issuer in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 11.06 and 11.07.


 


*    *    *


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


 


75

















 


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


 


	
   

  	
  PRUDENTIAL plc,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ANDREW CROSSLEY

  	
   

  
	
   

  	
  Name: ANDREW CROSSLEY

  
	
   

  	
  Title: DIRECTOR, GROUP FINANCE AND RISK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY,

  
	
   

  	
  as Senior Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL G. OLLER, JR.

  	
   

  
	
   

  	
  Name: MICHAEL G. OLLER, JR.

  
	
   

  	
  Title: SENIOR FINANCIAL SERVICES OFFICER