exv4w7






Exhibit 4.7




 

 






PETRÓLEO BRASILEIRO S.A. — PETROBRAS




Company




TO




THE BANK OF NEW YORK




Trustee




 






INDENTURE




Dated as of December 15, 2006




 






Debt Securities




 

 






 









 












Petróleo Brasileiro S.A. – Petrobras

Certain Sections of this Indenture relating to

Sections 3.10 through 3.18, inclusive, of the

Trust Indenture Act of 1939:




	 	 	 
	Trust Indenture	 	Indenture
	Act Section	 	Section
	(S) 3.10 (a) (1)
	 	6.09
	(a) (2)
	 	6.09
	(a) (3)
	 	Not Applicable
	(a) (4)
	 	Not Applicable
	(b)
	 	6.08
	 
	 	6.10
	(S) 3.11 (a)
	 	6.13
	(b)
	 	6.13
	(S) 3.12 (a)
	 	7.01
	 
	 	7.02
	(b)
	 	7.02
	(c)
	 	7.02
	(S) 3.13 (a)
	 	7.03
	(b)
	 	7.03
	(c)
	 	7.03
	(d)
	 	7.03
	(S) 3.14 (a)
	 	7.04
	(a) (4)
	 	1.01
	 
	 	10.05
	(b)
	 	Not Applicable
	(c) (1)
	 	1.02
	(c) (2)
	 	1.02
	(c) (3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	1.02
	(S) 3.15 (a)
	 	6.01
	(b)
	 	6.02
	(c)
	 	6.01
	(d)
	 	6.01
	(e)
	 	5.14
	(S) 3.16 (a)
	 	1.01
	(a) (1) (A)
	 	5.02
	 
	 	5.12
	(a) (1) (B)
	 	5.13
	(a) (2)
	 	Not Applicable
	 
	 	5.08
	(c)
	 	1.04
	(S) 3.17 (a) (1)
	 	5.03
	(a) (2)
	 	5.04
	(S) 3.18 (a)
	 	1.07





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






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	RECITALS
	 	 	1	 
	ARTICLE ONE

	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Compliance Certificates and Opinions
	 	 	10	 
	Section 1.03. Form of Documents Delivered to Trustee
	 	 	11	 
	Section 1.04. Acts of Holders of Securities; Record Dates
	 	 	11	 
	Section 1.05. Notices, Etc., to Trustee and the Company
	 	 	14	 
	Section 1.06. Notice to Holders of Securities; Waiver
	 	 	14	 
	Section 1.07. Language of Notices, Etc
	 	 	15	 
	Section 1.08. Conflict with Trust Indenture Act
	 	 	15	 
	Section 1.09. Effect of Headings and Table of Contents
	 	 	15	 
	Section 1.10. Successors and Assigns
	 	 	15	 
	Section 1.11. Separability Clause
	 	 	15	 
	Section 1.12. Benefits of Indenture
	 	 	15	 
	Section 1.13. Governing Law
	 	 	15	 
	Section 1.14. Saturday, Sundays and Legal Holidays
	 	 	15	 
	Section 1.15. Appointment of Agent for Service; Submission to Jurisdiction; Waiver of Immunity
	 	 	16	 
	ARTICLE TWO

	SECURITY FORMS

	Section 2.01. Forms Generally
	 	 	17	 
	Section 2.02. Form of Global Security
	 	 	18	 
	Section 2.03. Form of Legend for Global Securities
	 	 	30	 
	Section 2.04. Form of Trustee’s Certificate of Authentication
	 	 	30	 
	ARTICLE THREE

	THE SECURITIES

	Section 3.01. Amount Unlimited: Issuable in Series
	 	 	30	 
	Section 3.02. Denominations
	 	 	34	 
	Section 3.03. Execution, Authentication, Delivery and Dating
	 	 	34	 
	Section 3.04. Temporary Securities
	 	 	35	 






NOTE: This
table of contents shall not, for any purpose, be deemed to be part of the
Indenture.




-i-









 






TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	Section 3.05. Registration, Registration of Transfer and Exchange
	 	 	37	 
	Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	42	 
	Section 3.07. Payment of Interest; Interest Rights Preserved
	 	 	42	 
	Section 3.08. Persons Deemed Owners
	 	 	44	 
	Section 3.09. Cancellation
	 	 	44	 
	Section 3.10. Computation of Interest
	 	 	44	 
	Section 3.11. CUSIP Numbers
	 	 	44	 
	Section 3.12. Add On Notes
	 	 	44	 
	Section 3.13. Forms of Certification
	 	 	45	 
	ARTICLE FOUR

	SATISFACTION AND DISCHARGE

	Section 4.01. Satisfaction and Discharge of Indenture
	 	 	48	 
	Section 4.02. Application of Trust Money
	 	 	49	 
	ARTICLE FIVE

	REMEDIES

	Section 5.01. Events of Default
	 	 	49	 
	Section 5.02. Acceleration of Maturity; Rescission and Annulment
	 	 	51	 
	Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	52	 
	Section 5.04. Trustee May File Proofs of Claim
	 	 	53	 
	Section 5.05. Trustee May Enforce Claims Without Possession of Securities
	 	 	53	 
	Section 5.06. Application of Money Collected
	 	 	53	 
	Section 5.07. Limitation on Suits
	 	 	54	 
	Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert 
	 	 	54	 
	Section 5.09. Restoration of Rights and Remedies
	 	 	55	 
	Section 5.10. Rights and Remedies Cumulative
	 	 	55	 
	Section 5.11. Delay or Omission Not Waiver
	 	 	55	 
	Section 5.12. Control by Holders of Securities
	 	 	55	 
	Section 5.13. Waiver of Past Defaults
	 	 	56	 
	Section 5.14. Undertaking for Costs
	 	 	56	 
	Section 5.15. Waiver of Stay, Extension or Usury Laws
	 	 	56	 







NOTE: This
table of contents shall not, for any purpose, be deemed to be part of the
Indenture.




-ii-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	ARTICLE SIX

	THE TRUSTEE SECTION

	Section 6.01. Certain Duties and Responsibilities
	 	 	57	 
	Section 6.02. Notice of Defaults
	 	 	57	 
	Section 6.03. Certain Rights of Trustee
	 	 	57	 
	Section 6.04. Not Responsible for Recitals or Issuance of Securities
	 	 	59	 
	Section 6.05. May Hold Securities
	 	 	59	 
	Section 6.06. Money Held in Trust
	 	 	59	 
	Section 6.07. Compensation and Reimbursement
	 	 	59	 
	Section 6.08. Conflicting Interests
	 	 	60	 
	Section 6.09. Corporate Trustee Required; Eligibility
	 	 	60	 
	Section 6.10. Resignation and Removal; Appointment of Successor
	 	 	60	 
	Section 6.11. Acceptance of Appointment by Successor
	 	 	62	 
	Section 6.12. Merger, Conversion, Consolidation or Succession to Business
	 	 	63	 
	Section 6.13. Preferential Collection of Claims Against Company
	 	 	63	 
	Section 6.14. Appointment of Authenticating Agent
	 	 	64	 
	ARTICLE SEVEN

	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	Section 7.01. Company to Furnish Trustee Names and Addresses of Holders
	 	 	66	 
	Section 7.02. Preservation of Information; Communications to Holders
	 	 	66	 
	Section 7.03. Reports by Trustee
	 	 	66	 
	Section 7.04. Reports by Company
	 	 	67	 
	Section 7.05. Calculation of Original Issue Discount
	 	 	67	 
	ARTICLE EIGHT

	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION

	Section 8.01. Company May Consolidate, Etc., Only on Certain Terms
	 	 	67	 
	Section 8.02. Successor Substituted
	 	 	69	 
	ARTICLE NINE

	SUPPLEMENTAL INDENTURES SECTION

	Section 9.01. Supplemental Indentures Without Consent of Holders
	 	 	70	 
	Section 9.02. Supplemental Indentures with Consent of Holders
	 	 	71	 






NOTE: This
table of contents shall not, for any purpose, be deemed to be part of the
Indenture.




-iii-









 






TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	Section 9.03. Execution of Supplemental Indentures
	 	 	72	 
	Section 9.04. Effect of Supplemental Indentures
	 	 	72	 
	Section 9.05. Conformity with Trust Indenture Act
	 	 	72	 
	Section 9.06. Reference in Securities to Supplemental Indentures
	 	 	72	 
	ARTICLE TEN

	COVENANTS

	Section 10.01. Payment of Principal, Premium and Interest
	 	 	73	 
	Section 10.02. Maintenance of Office or Agency
	 	 	73	 
	Section 10.03. Money for Securities Payments to Be Held in Trust
	 	 	74	 
	Section 10.04. Additional Amounts
	 	 	74	 
	Section 10.05. Statement by Officers as to Default and Notices of Events of Default
	 	 	77	 
	Section 10.06. Existence
	 	 	77	 
	Section 10.07. Waiver of Certain Covenants
	 	 	77	 
	ARTICLE ELEVEN

	REDEMPTION OF SECURITIES

	Section 11.01. Applicability of Article
	 	 	78	 
	Section 11.02. Election to Redeem; Notice to Trustee
	 	 	78	 
	Section 11.03. Selection by Trustee of Securities to Be Redeemed
	 	 	78	 
	Section 11.04. Notice of Redemption
	 	 	79	 
	Section 11.05. Deposit of Redemption Price
	 	 	80	 
	Section 11.06. Securities Payable on Redemption Date
	 	 	80	 
	Section 11.07. Securities Redeemed in Part
	 	 	80	 
	Section 11.08. Optional Redemption Due to Changes in Tax Treatment
	 	 	80	 
	ARTICLE TWELVE

	SINKING FUNDS

	Section 12.01. Applicability of Article
	 	 	81	 
	Section 12.02. Satisfaction of Sinking Fund Payments with Securities
	 	 	81	 
	Section 12.03. Redemption of Securities for Sinking Fund
	 	 	82	 
	ARTICLE THIRTEEN

	MEETINGS OF HOLDERS OF SECURITIES

	Section 13.01. Purposes for Which Meetings May Be Called
	 	 	82	 






NOTE: This
table of contents shall not, for any purpose, be deemed to be part of the
Indenture.




-iv-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page	 
	Section 13.02. Call, Notice and Place of Meetings
	 	 	82	 
	Section 13.03. Persons Entitled to Vote at Meetings
	 	 	83	 
	Section 13.04. Quorum; Action
	 	 	83	 
	Section 13.05. Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	83	 
	Section 13.06. Counting Votes and Recording Action of Meetings
	 	 	84	 
	ARTICLE FOURTEEN

	DEFEASANCE AND COVENANT DEFEASANCE

	Section 14.01. Company’s Option to Effect Defeasance or Covenant Defeasance
	 	 	85	 
	Section 14.02. Defeasance and Discharge
	 	 	85	 
	Section 14.03. Covenant Defeasance
	 	 	85	 
	Section 14.04. Conditions to Defeasance or Covenant Defeasance
	 	 	86	 
	Section 14.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions
	 	 	87	 
	Section 14.06. Reinstatement
	 	 	88	 
	TESTIMONIUM
	 	 	 	 
	SIGNATURES AND SEALS
	 	 	 	 
	ACKNOWLEDGEMENTS
	 	 	 	 






NOTE: This
table of contents shall not, for any purpose, be deemed to be part of the
Indenture.




-v-









 






          INDENTURE, dated as of December 15, 2006, between PETRÓLEO BRASILEIRO S.A. — PETROBRAS, a
mixed capital company (sociedade do economia mista) organized under the laws of Brazil (the
“Company”), having its principal office at Avenida Republica do Chile, 65, 20035-900 Rio de Janeiro
- RJ, Brazil, and The Bank of New York, a New York banking corporation, as Trustee hereunder
(herein called the “Trustee”).




RECITALS




          The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its secured or unsecured debentures, notes or other evidences of
indebtedness (herein called the “Securities”), which may be convertible into or exchangeable for
any securities of any Person, to be issued in one or more series as in this Indenture provided.




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




          NOW, THEREFORE, THIS INDENTURE WITNESSETH:




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




ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 1.01. Definitions.




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





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




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




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




     (4) Unless the context otherwise requires, any reference to an “Article,” a “Section”
or an “Annex” refers to an Article, a Section or an Annex, as the case may be, of this
Indenture; and



 









 






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



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




          “Additional Amounts” has the meaning set forth in Section 10.04.




          “Add-On Notes” has the meaning set forth in Section 3.12.




          “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.




          “Agent Members” has the meaning set forth in Section 3.05(1).




          “Applicable Procedures” means, with respect to any transfer or transaction involving a Global
Security or beneficial interest therein, the rules and procedures of any depository for such
Security, DTC, the Euroclear System and Clearstream, Luxembourg, in each case to the extent
applicable to such transaction and as in effect from time to time.




          “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to
act on behalf of the Trustee to authenticate Securities of one or more series.




          “Authorization,” with respect to any creation or issuance of a series of Securities by the
Company and any actions taken by the Company in connection with such issuance, means the
authorization of such issuance and actions by the Board of Directors, the Board of Executive
Officers or any other corporate body of the Company required pursuant to the Company’s
organizational documents and Brazilian law to authorize such issuance and actions.




          “Authorized Representative” means, with respect to the Company, each Officer of the Company
and any other person duly appointed by such Officer pursuant to a power of attorney with specific
powers to perform such act on behalf of such Officer; provided, however, that such power of
attorney is granted in a legal and valid manner pursuant to the Company’s by-laws, and provided
further that any Officer may only appoint attorneys-in-fact who, in the judgment of such Officer,
have positions and responsibilities compatible with the powers granted.




          “Board of Directors,” when used with reference to the Company, means the Conselho de
Administracao, or any committee of such board of the Company, duly authorized to act for such board
hereunder.




          “Board of Executive Officers” means the Diretoria of the Company.




2









 








          “Board Resolution” means, when used with reference to the Company, a copy of a resolution
certified by the secretary or the assistant secretary of the Company, to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such certification, and in
each case delivered to the Trustee.




          “Brazil” means the Federative Republic of Brazil.




          “Business Day” means, with respect to any series of Securities, unless otherwise specified
with respect to such series of Securities as contemplated by Section 3.01, a day, other than a
Saturday or Sunday, that (i) in the Place of Payment (or in any of the Places of Payment, if more
than one) in which amounts are payable, as specified in the form of such series of Securities and
(ii) in the city in which the Corporate Trust Office is located, is not a day on which banking
institutions are authorized or required by law or regulation to close (and for purposes of the
sending of notices only, is not a day on which banking institutions in Brazil are authorized or
required by law or regulation to close).




          “Certificated Securities” has the meaning set forth in Section 3.05(1).




          “Certification Date” means, with respect to Securities of any series, (i) if Securities of
such series are not to be initially represented by a Temporary Regulation S Security, the date of
delivery of the definitive Regulation S Security and (ii) if Securities of such series are
initially represented by a Temporary Regulation S Security, the earlier of (A) the Exchange Date
with respect to Securities of such series and (B) if the first Interest Payment Date with respect
to Securities of such series is prior to such Exchange Date, such Interest Payment Date.




          “Clearstream, Luxembourg” means Clearstream Banking, societe anonyme, Luxembourg, and its
successors.




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




          “Common Depositary” means the common depositary, if any, for Clearstream, Luxembourg and
Euroclear.




          “Company” means the Person named as the “Company” in the first paragraph of this instrument
until a successor Person shall have become such pursuant to the applicable provisions of this
Indenture and thereafter “Company” shall mean such successor Person, as described further in
Section 9.01(1). Company shall also mean any new issuer of future issuances of Securities under
this Indenture as contemplated by Section 9.01(1).




          “Corporate Trust Office” means the principal office of the Trustee at which at any time its
corporate trust business shall be administered, which office at the date hereof is located at 101
Barclay Street, 4E, New York, New York 10286, or such other address as the Trustee may designate
from time to time by written notice to the Holders and the Company, or the principal




3









 







corporate trust office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).




          “Covenant Defeasance” has the meaning set forth in Section 14.03.




          “Defaulted Interest” has the meaning set forth in Section 3.07.




          “Defeasance” has the meaning set forth in Section 14.02.




          “Depositary” means, with respect to Securities of any series issuable or issued in whole or in
part in the form of one or more Global Securities, a clearing agency registered under the Exchange
Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01.




          “DTC” means The Depository Trust Company or its nominee, and its successors.




          “Euroclear Operator” means Euroclear S.A./N.V., a bank organized under the laws of the Kingdom
of Belgium, as operator of the Euroclear system (or any successor securities clearing system).




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




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




          “Exchange Date” has the meaning set forth in Section 3.04.




          “Expiration Date” has the meaning set forth in Section 1.04.




          “Exchange Offer” has the meaning set forth in the form of the face of the Global Security set
forth in Section 2.02.




          “Exchange Security” means any Security issued by the Company (i) pursuant to the Exchange
Offer, (ii) upon the registration of transfer of a Security registered for resale on a Resale
Registration Statement or (iii) upon the transfer of, or in exchange for, Securities which are
Exchange Securities.




          “Global Security” means any Security or series of Security issued in the form set forth in
Section 2.02 or established pursuant to Section 2.01 which is registered in the Security Register
in the name of a Depositary and bears the legend set forth in Section 2.03 (or such legend as may
be specified as contemplated by Section 3.01 for such Securities).




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




          “Indebtedness” means any obligation (whether present or future, actual or contingent and
including, without limitation, any guarantee) for payment on or the repayment of




4









 







money which has been borrowed or raised (including money raised by acceptances and all leases
which, under U.S. GAAP, would constitute a capital lease obligation).




          “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 3.01.




          “Initial Regulation S Securities” means any Securities sold by the purchasers thereof in an
initial offering contemplated by a purchase agreement in reliance on Regulation S and which are
Temporary Regulation S Securities.




          “Interest,” when used with respect to an Original Issue Discount Security which by its terms
bears interest only after Maturity, means interest payable after Maturity.




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




          “Investment Company Act” means the United States Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.




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




          “Notice of Default” means a written notice of the kind set forth in Section 5.01(3).




          “Officer” means, with respect to the Company, any member of its Board of Executive Officers.
Such Board of Executive Officers includes, on the date hereof, the following positions, which are
subject to change in the future: president; chief financial officer; manager of corporate services;
manager of exploration and production; manager of refining, transportation and mining; manager of
gas and power; and manager of international activities.




          “Officer’s Certificate” means a certificate of the chief financial officer and any other
Officer of the Company given pursuant to Section 10.05.




          “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company
and who shall be acceptable to the Trustee.




          “Order” means a written request or order signed in the name of the Company by one or more of
its Officers, in each case delivered to the Trustee.




5









 








          “Original Issue Discount Security” means any Security which provides for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02.




          “Original Securities” means Securities of any series that are not Exchange Securities.




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





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




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




     (3) Securities as to which Defeasance has been effected pursuant to Section 14.02; and




     (4) 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
Indenture, other than any such Securities in respect of which there shall have been
presented to the Trustee proof satisfactory to it that such Securities are held by a
protected purchaser in whose hands such Securities are valid obligations of the Company;


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of an
Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof pursuant to Section 5.02, (ii) the principal amount of a
Security denominated in one or more foreign currencies or currency units shall be the U.S. dollar
equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of
original issuance of such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the U.S. dollar equivalent on the date of original issuance of such Security of
the amount determined as provided in (i) above) of such Security, (iii) if the principal amount
payable at Stated Maturity of any Security is not determinable upon original issuance, the
principal amount of such Security that shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.01, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand, authorization,




6









 







direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.




          “Paying Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on its behalf, which at the date of this Indenture includes
the Trustee and JPMorgan Trust Bond Limited, a bank established under the laws of Japan with its
corporate trust office at Tokyo Building, 7-3, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-6432,
Japan.




          “Permanent Regulation S Security” has the meaning set forth in Section 3.04.




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




          “Place of Payment,” when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 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 such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.




          “Purchase Agreement” means any Purchase Agreement entered into to issue Securities under this
Indenture.




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




          “Redemption Price,” when used with respect to any Security to be redeemed, means the price at
which it is to be redeemed pursuant to this Indenture.




          “Registered Security,” means any Security issued in registered form which is registered in the
Security Register. Registered Securities shall include Global Securities and Certificated
Securities.




          “Registration Default” has the meaning set forth in the form of face of Global Security in
Section 2.02.




          “Registration Default Period” has the meaning set forth in the form of face of the Global
Security in Section 2.02.




7









 








          “Registration Rights Agreement” means an agreement entered into by the Company contemplating
the registration under the Securities Act of a series of Securities issued under this Indenture
subsequent to the initial date of issuance of such series of Securities.




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




          “Regulation S” means Regulation S under the Securities Act (or any successor provision), as it
may be amended from time to time.




          “Regulation S Certificate” means a certificate substantially in the form set forth in Annex A.




          “Regulation S Global Security” has the meaning set forth in Section 2.01.




          “Regulation S Legend” means a legend substantially in the form of the legend required in the
forms of face of Security set forth in Section 2.02 to be placed upon a Regulation S Global
Security.




          “Regulation S Securities” means all Securities required pursuant to Section 3.05(3) to bear a
Regulation S Legend. Such term includes a Regulation S Global Security.




          “Reorganization” means the conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety to any Person that guarantees the Company’s obligations under
this Indenture and the Securities in accordance with Section 8.01.




          “Resale Registration Statement” shall mean a registration statement under the Securities Act
registering the Securities for resale pursuant to the terms of the Registration Rights Agreement.




          “Responsible Officer” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department (or similar group) of the Trustee, with direct responsibility for
the administration of the Indenture, and any officer of the Trustee to whom any corporate trust
matter is referred because of such person’s knowledge of and familiarity with the particular
subject.




          “Restricted Global Security” means any Global Security required pursuant to Section 3.05(3) to
bear a Restricted Securities Legend.




          “Restricted Period” means, with respect to any series of Regulation S Securities, the period
of 41 consecutive days beginning on and including the later of (i) the day on which Securities of
such series are first offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the day on which the closing of the offering of Securities of
such series pursuant to a Purchase Agreement occurs.




          “Restricted Security” means all Securities required pursuant to Section 3.05(3) to bear a
Restricted Securities Legend. Such term includes a Restricted Global Security.




8









 








          “Restricted Securities Certificate” means a certificate substantially in the form set forth in
Annex B.




          “Restricted Securities Legend” means a legend substantially in the form of the legend required
in the form of face of Securities set forth in Section 2.02 to be placed upon a Restricted
Security.




          “Rule l44A” means Rule l44A under the Securities Act (or any successor provision), as it may
be amended from time to time.




          “Rule 144A Securities” means all Securities initially distributed in connection with the
offering of the Securities by the Purchasers in reliance upon Rule 144A.




          “SEC Registered Securities” means the Exchange Securities and all other Securities sold or
otherwise disposed of pursuant to an effective registration statement under the Securities Act,
together with their respective Successor Securities.




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




          “Securities Act” means the United States Securities Act of 1933 and any statute successor
thereto, in each case as amended from time to time.




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




          “Special Interest” has the meaning set forth in the form of face of the Global Security in
Section 2.02. Unless the context otherwise requires, references herein to “interest” on the
Securities shall include Special Interest.




          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.07.




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




          “Step-Down Date” has the meaning set forth in the form of face of the Global Security in
Section 2.02.




          “Step-Up” has the meaning set forth in the form of face of the Global Security in Section
2.02.




          “Successor Security” of any particular Security means every Security issued after, and
evidencing all or a portion of the same debt (subject to provisions, if any, in the Predecessor
Security regarding payment of Special Interest) as that evidenced by, such particular Security;
and, for the purposes of this definition, any Security authenticated and delivered under Section




9









 







3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.




          “Temporary Regulation S Security” means a temporary Security issued in global registered form.




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




          “Trust Indenture Act” means the United States Trust Indenture Act of 1939 as in force at the
date as of which this instrument was executed (except as provided in Section 9.05); provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust
Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended.




          “United States” means the United States of America (including the States and the District of
Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake island and the Northern Mariana Islands).




          “Unrestricted Securities Certificate” means a certificate substantially in the form set forth
in Annex C.




          “U.S. Person” shall have the meaning ascribed to such term in Rule 902 of Regulation S.




          “U.S. GAAP” means generally accepted accounting principles in effect in the United States
applied on a basis consistent with the principles, methods, procedures and practices in effect from
time to time.




          “U.S. Government Obligations” has the meaning set forth in Section 14.04.




Section 1.02. Compliance Certificates and Opinions.




          Upon any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act with respect to compliance with
conditions precedent provided for in the Indenture. Each such certificate or opinion shall be
given in the form of an Officer’s Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust
Indenture Act and any other requirements set forth in this Indenture, except that in the event of
any such application or request as to which the furnishing of such documents is specifically
required by any provisions of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.




10









 








     Every certificate or opinion, whether required to be provided pursuant to this Section 1.02 or
elsewhere, with respect to compliance with a condition or covenant provided for in this Indenture
shall include:




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




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




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




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



Section 1.03. Form of Documents Delivered to Trustee.




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




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




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




Section 1.04. Acts of Holders of Securities; Record Dates.





     (1) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by Holders of
Securities 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



11









 






appointed in writing. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders of Securities signing such
instrument or instruments or so voting at such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent or proxy, or of the holding by any
Person of a Security shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 13.06.




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




     (3) The Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities of any series entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities of such
series, provided that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any notice, declaration,
request or direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, or their duly designated proxies, and no other Holders, shall be entitled to
take the relevant action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders, or duly designated proxies, of the requisite
principal amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new record date for
any action for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action by any
Person be canceled and of no effect), and nothing in this paragraph shall be construed to
render ineffective any action taken by Holders, or their duly designated proxies, of the
requisite principal amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the proposed action by
Holders and the applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities of the relevant series in the manner set forth in Section 1.06.



12









 





          The Trustee may set any day as a record date for the purpose of determining the Holders of
Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of
Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to
institute proceedings referred to in Section 5.07(2) or (iv) any direction referred to in Section
5.12, in each case with respect to Securities of such series. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities of such series on such record date, or
their duly designated proxies, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, whether or not such Holders remain Holders after such record
date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders, or their duly designated proxies, of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any action taken by Holders,
or their duly designated proxies, of the requisite principal amount of Outstanding Securities of
the relevant series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the expense of the Company, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date to be given to the
Company in writing and to each Holder of Securities of the relevant series in the manner set forth
in Section 1.06.




          With respect to any record date set pursuant to this Section, the party hereto which sets such
record date may designate any day as the “Expiration Date” and from time to time may change the
Expiration Date to any earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party or parties hereto in
writing, and to each Holder of Securities of the relevant series in the manner set forth in Section
1.06, on or prior to the existing Expiration Date. Notwithstanding the foregoing, no Expiration
Date shall be later than the 180th day after the applicable record date and, if an
Expiration Date is not designated with respect to any record date set pursuant to this Section, the
party or parties hereto which set such record date shall be deemed to have designated the 180th day
after such record date as the Expiration Date with respect thereto.




          Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of the principal amount
of such Security or by one or more duly appointed agents or proxies each of which may do so
pursuant to such appointment with regard to all or any part of such principal amount.





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




     (5) Any request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same Security and the
Holder of every Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered



13









 






to be done by the Trustee or the Company in reliance thereon, whether or not notation
of such action is made upon such Security.




     (6) The provisions of this Section 1.04 are subject to the provisions of Section 13.05.



Section 1.05. Notices, Etc., to Trustee and the Company.




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





     (1) the Trustee by any Holder of Securities or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing (or sent by facsimile
and confirmed in writing) to or with the Trustee at its Corporate Trust Office, Attention:
Institutional Trust Services, or




     (2) the Company by the Trustee or by any Holder of Securities shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed (or sent by facsimile and confirmed in writing) international air mail postage
prepaid and addressed to its principal office specified in the first paragraph of this
instrument to the attention of its Secretary, or at any other address previously furnished
in writing to the Trustee by the Company.



Section 1.06. Notice to Holders of Securities; Waiver.




          Unless otherwise herein expressly provided, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given to Holders of Securities if in
writing and mailed, first-class postage prepaid, or delivered by hand or overnight courier to each
Holder of a Security affected by such event, at its address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice.




          In 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 given with the approval of the Trustee shall constitute a sufficient notification for
every purpose hereunder. 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 Security shall affect the sufficiency of such notice with respect to other Holders of
Securities.




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




14









 








Section 1.07. Language of Notices, Etc.




          Any request, demand, authorization, direction, notice, consent or waiver required or permitted
under this Indenture shall be in the English language.




Section 1.08. Conflict with Trust Indenture Act.




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




Section 1.09. 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 1.10. Successors and Assigns.




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




Section 1.11. Separability Clause.




          In case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




Section 1.12. Benefits of Indenture.




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




Section 1.13. Governing Law.




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




Section 1.14. Saturday, Sundays and Legal Holidays.




          In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security or the last day on which Holders have the right to convert or exchange their Securities
shall not be a Business Day at any Place of Payment or place of conversion or




15









 







exchange, then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such provision shall apply
in lieu of this Section)) payment of interest or principal (and premium, if any) or conversion or
exchange need not be made at such Place of Payment or place of conversion or exchange on such date,
but may be made on the next succeeding Business Day at such Place of Payment or place of conversion
or exchange with the same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity or on such last day for conversion or exchange.




Section 1.15. Appointment of Agent for Service; Submission to Jurisdiction; Waiver of
Immunity.




          By the execution and delivery of this Indenture, the Company hereby appoints the New York
office of the Company as its agent upon which process may be served in any legal action or
proceeding which may be instituted in any Federal or State court in the Borough of Manhattan, the
City of New York, State of New York, arising out of or relating to the Securities or this
Indenture, but for that purpose only. Service of process upon such agent at the office of the
Company at 570 Lexington Avenue, 43rd Floor, New York, New York 10022, and written notice of said
service to the Company by the Person servicing the same addressed as provided by Section 1.05,
shall be deemed in every respect effective service of process upon the Company in any such legal
action or proceeding. The Company will take any and all action necessary to continue such
designation in full force and effect and to advise the Trustee of any change of address of such
agent; should such agent become unavailable for this purpose for any reason, the Company will
promptly and irrevocably designate a new agent in the Borough of Manhattan, City of New York, State
of New York, which will agree to act as such for powers and for the purposes specified in this
Section 1.15. The Company hereby (i) irrevocably submits to the nonexclusive jurisdiction of any
Federal or State court in the Borough of Manhattan, the City of New York, State of New York in
which any such legal action or proceeding is so instituted, and any appellate court from any
thereof, (ii) to the extent it may effectively do so, irrevocably and unconditionally waives any
objection which it may have now or hereafter to the laying of the venue of any such legal action or
proceeding and (iii) to the extent the Company has or hereafter may acquire any immunity from
jurisdiction of any such court or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself
or its property, the Company hereby irrevocably waives such immunity in respect of its obligations
under the Indenture and the Securities to the fullest extent permitted by law. Such appointment
shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the
terms thereof or of this Indenture until the appointment of a successor by the Company with the
consent of the Trustee and such successor’s acceptance of such appointment. The Company further
agrees to take any and all action, including the execution and filing of any and all such documents
and instruments, as may be necessary to continue such designation and appointment of such agent or
successor.




16









 








ARTICLE TWO




SECURITY FORMS




Section 2.01. Forms Generally.




          The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form (including temporary or permanent global form) as shall be established by or
pursuant to an Authorization of the Company or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be required to comply with
the rules of any securities exchange or Depositary or as may, consistently herewith, be determined
by an Authorized Representative executing such Securities pursuant to this Indenture, as evidenced
by its execution thereof. If the forms of Securities of any series are established by action taken
pursuant to an Authorization, a copy of an appropriate record of such action shall be certified by
any Authorized Representative of the Company or the secretary or assistant secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Order contemplated by Section 3.03
for the authentication and delivery of such Securities. Any such Board Resolution or other
document evidencing an Authorization shall have addressed thereto a true and correct copy of the
form of Security referred to therein approved by or pursuant to such Authorization.




          The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.




          Upon their original issuance, any Rule 144A Securities and any Initial Regulation S Securities
of any series shall be issued in the form of separate Global Securities. The Global Securities
representing Rule 144A Securities, together with their Successor Securities which are Global
Securities other than Regulation S Global Securities and SEC Registered Securities, are
collectively herein called the “Restricted Global Securities”. The Global Securities representing
Initial Regulation S Securities, together with their Successor Securities which are Global
Securities other than Restricted Global Securities and SEC Registered Securities, are collectively
herein called the “Regulation S Global Securities”.




17









 








Section 2.02. Form of Global Security.




[Form of Face of Global Security]




[Insert any legend required by the Internal Revenue Code




and the regulations thereunder.]




PETRÓLEO BRASILEIRO S.A. — PETROBRAS




[Title of Security]




			
	Date: _________

No.______
	 	CUSIP NO.______

ISIN NO.______   






[Legend if the Security is a Restricted Security:




          “THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE “SECURITIES ACT’) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) AND (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES OF THE UNITED STATES.”]




[Legend if the Security is a Regulation S Security:




          THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) AND MAY NOT, UNDER THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, UNLESS THIS SECURITY IS
REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS
AVAILABLE.]




[Legend if the Security is a Temporary Regulation S Security:




          THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NEITHER THIS TEMPORARY GLOBAL NOTE NOR




18









 







ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED ABOVE.




          NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
PRINCIPAL HEREOF OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT
TO THE TERMS OF THE INDENTURE.]




[Legend if the Security benefits from a Registration Rights Agreement:




          THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT, DATED AS OF [date of agreement], AMONG THE COMPANY AND THE OTHER
PARTIES REFERRED TO THEREIN.]




          PETRÓLEO BRASILEIRO S.A. — PETROBRAS, a mixed capital company (sociedade do economia mista)
organized under the laws of the Federative Republic of Brazil (herein called the “Company,” which
term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                     , or registered assigns, the principal sum of
                     on                      [if the Security is to bear interest prior to Maturity, insert —, and
to pay interest thereon from                     , ___or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on ___and ___in each
year] [annually in arrears on ___in each year], commencing ___, ___, at the rate of ___% per
annum, until the principal hereof is paid or made available for payment [if applicable insert —
provided that any principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest
shall be legally enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.] The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the ___[or ___] (whether or not a Business Day) [, as the case may be,] next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than ten days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].




          [If applicable insert: Any such interest on overdue principal or premium which is not paid on
demand shall bear interest at the rate of ___% per annum (to the extent that payment of such
interest shall be legally enforceable) from the date of such demand until the




19









 







amount so demanded is paid or made available for payment. Interest on any overdue interest
shall be payable on demand.]




          [If applicable insert: provided, however, that if (i) a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), registering a security substantially
identical to this Security (except that such Security will not contain terms with respect to the
Special Interest payments described below or legends reflecting transfer restrictions) pursuant to
an exchange offer (the “Exchange Offer”) (the “Exchange Registration Statement”) (or, if
applicable, a registration statement registering this Security for resale (a “Shelf Registration
Statement”)) has not become or been declared effective on or before the date on which such
registration statement is required to become or be declared effective pursuant to the Exchange and
Registration Rights Agreement, dated as of [date of agreement] (the “Registration Rights
Agreement”), among the Company and the other parties referred to therein, or (ii) the Exchange
Offer has not been completed within the number of days specified by the Registration Rights
Agreement after the initial effective date of the Exchange Registration Statement (if the Exchange
Offer is then required to be made) or a Shelf Registration Statement has not become or been
declared effective on or before the date on which it is required to become or be declared effective
pursuant to the Exchange and Registration Rights Agreement, or (iii) any Exchange Registration
Statement or, if applicable, the Shelf Registration Statement is filed and declared effective but
shall thereafter cease to be effective (except as specifically permitted pursuant to the
Registration Rights Agreement) without being succeeded immediately (except as specifically
permitted pursuant to the Registration Rights Agreement) by an additional registration statement
filed and declared effective, in each case in Clauses (i) through (iii) upon the terms and
conditions set forth in the Registration Rights Agreement (each such event referred to in Clauses
(i) through (iii), a “Registration Default” and each period during which a Registration Default has
occurred and is continuing, a “Registration Default Period”), then interest will accrue (in
addition to any stated interest on the Securities) (the “Step-Up”) at a per annum rate of ___%
for such Registration Default Period from and including the date on which a Registration Default
first occurs to but excluding the first date (the “Step-Down Date”) that no Registration Default
is in effect. Interest accruing as a result of the Step-Up is referred to herein as “Special
Interest.” Accrued Special Interest, if any, shall be paid semi-annually on ___and ___in
each year; and the amount of accrued Special Interest shall be determined on the basis of the
number of days during which such Registration Default is in effect. The Company shall provide the
Trustee with written notice of the date of any Registration Default and the Step-Down Date. Any
accrued and unpaid interest (including Special Interest) on this Security upon the issuance of an
Exchange Security (as defined in the Indenture) in exchange for this Security shall cease to be
payable to the Holder hereof but such accrued and unpaid interest (including Special interest)
shall be payable on the next Interest Payment Date for such Exchange Security.]




          [If the Security is not to bear interest prior to Maturity, insert — The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity, and in such case the overdue principal and any
overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment
of such interest shall be legally enforceable), from the date such amounts are due until they are
paid or made available for payment. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal or premium which is not so paid on demand shall bear
interest at the rate of ___% per annum (to the extent that the payment of such




20









 







interest on interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on overdue interest shall be
payable on demand.)




          Payment of the principal of [(and premium, if any)] and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in ___ in [ such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts] [If Security is denominated and payable in
United States dollars insert currency and method of payment] [if applicable, insert —; provided,
however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register].




          Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          [All terms used in this Security which are not defined herein but are defined in the Indenture
shall have the meanings assigned to them in the Indenture.]




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an
authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.




          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in
facsimile.




	 	 	 	 	 
	Dated:	 	PETRÓLEO BRASILEIRO S.A. — PETROBRAS
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






[Form of Reverse of Global Security]




          This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [     
] (herein called the “Indenture” which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein called the “Trustee,”
which term includes any other successor trustee under the Indenture), and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [, limited in aggregate principal amount to
U.S.$                    ].




21









 








     [If applicable, insert— The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [if applicable, insert — (1) on                      in any year commencing
with the year ___and ending with the year                      through operation of the sinking fund for
this series at a Redemption Price equal to [insert formula for determining amount] (with the amount
in excess of 100% of the principal amount being additional interest), and (2)] at any time [if
applicable, insert — on or after                     , ___], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the principal amount): If
redeemed [if applicable, insert — on or before                     , ___%, and if redeemed] during the
12-month period beginning                      of the years indicated,



	 	 	 	 	 	 	 
	Redemption	 	Redemption
	Year	 	Price	 	Year	 	Price
	 	 	 	 	 	 	 





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



     [If applicable, insert — The Securities of this series are subject to redemption upon not
less than 30 days’ notice by mail, (1) on                      in any year commencing with the year — and
ending with the year ___, through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or
after                     ,                     , as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as
percentages of the principal amount, with the amount in excess of 100% of the principal amount
being additional interest) set forth in the table below: If redeemed during the 12-month period
beginning                     of the years indicated,



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




and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case
of any such redemption (whether through operation of the sinking fund or otherwise) with




22









 







accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant Record Dates referred to
on the face hereof, all as provided in the Indenture.]




          [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
                    , redeem any Securities of this series as contemplated by [If applicable, insert —
Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of less than ___%
per annum.]




          [If applicable, insert — The sinking fund for this series provides for the redemption on
                     in each year beginning with the year and ending with the year ___and ending with the
year                      of [if applicable, insert — not less than U.S.$                     (“mandatory sinking fund”)
and not more than U.S.$                    ] aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than through [if
applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert — mandatory] sinking fund payments otherwise required to be made [if
applicable, insert — in the inverse order in which they become due].]




          [If applicable, insert — The Securities of this series may be redeemed at the option of the
Company, in whole but not in part, upon not less than 30 nor more than 60 days’ notice given as
provided in the Indenture, at any time at a Redemption Price equal to the principal amount thereof
plus accrued interest to the date fixed for redemption if as a result of any change in or amendment
to the laws or any regulations or rulings promulgated thereunder of the jurisdiction (or of any
political subdivision or taxing authority thereof or therein) in which the Company is incorporated
(or in the case of a successor Person to the Company, of the jurisdiction in which such successor
Person is organized or any political subdivision or taxing authority thereof or therein) or any
change in the official application or interpretation of such laws, regulations or rulings, or any
change in the official application or interpretation of, or any execution of or amendment to, any
treaty or treaties affecting taxation to which such jurisdiction or such political subdivision or
taxing authority (or such other jurisdiction or political subdivision or taxing authority) is a
party, which change, execution or amendment becomes effective on or after                      (or, in the
case of a successor Person to the Company, the date on which such successor Person became such
pursuant to the applicable provision of the Indenture).]




          [If applicable, insert — The Securities may also be redeemed in whole but not in part upon
not less than 30 nor more than 60 days’ notice given as provided in the Indenture at any time at a
Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for
redemption if the Person formed by a consolidation of the Company or into which the Company is
merged or to which the Company conveys, transfers or leases its properties and assets substantially
as an entirety is required to pay a Holder Additional Amounts in respect of any tax, assessment or
governmental charge imposed on any such Holder or required to be withheld or deducted from any
payment to such Holder as a consequence of such consolidation, merger, conveyance, transfer or
lease.]




23









 








          [If applicable, insert — the Redemption Price of the Securities of this series shall be equal
to the applicable percentage of the principal amount at Stated Maturity set forth below:




	 	 	 
	If Redemption During the 12-Month	 	Redemption
	Period Commencing	 	Price
	 	 	 




together with, in each case (except if the Redemption Date shall be a                     ), an amount equal
to the applicable Redemption Price multiplied by a fraction the numerator of which is the number of
days from but not including the preceding                      to and including the Redemption Date
multiplied by the difference between the Redemption Price applicable during the 12 months beginning
on the                                          following the Redemption Date (or, in the case of a Redemption Date after
                    , 100%) and the Redemption Price applicable on the Redemption Date and the denominator
of which is the total number of days from but not including the                      preceding the
Redemption Date to and including the next succeeding                     . The Company will also pay to
each eligible Holder, or make available for payment to each such Holder, on the Redemption Date any
additional interest (as set forth on the face hereof) resulting from the payment of such Redemption
Price.]



[If applicable insert — The Redemption Price of the Securities of this series either in the
event of certain changes in the tax treatment or in an event of default would include, in addition
to the face amount of the Security, an amount equal to the Original Issue Discount accrued since
the issue date. Original Issue Discount (the difference between the Issue Price and the Principal
Amount at Maturity of the Security), in the period during which a Security of this series remains
outstanding, shall accrue at ___% per annum, on a semi-annual bond equivalent basis using a 360-day
year composed of twelve 30-day months, commencing on the Issue Date of this Security.]



[If applicable, insert — Notice of redemption will be given by mail to Holders of Securities
of this series, not less than 30 nor more than 60 days prior to the date fixed for redemption, all
as provided in the Indenture.]



[If the Security is subject to redemption of any kind, insert — In the event of redemption of
this Security in part only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.]



[If applicable insert: The Securities are the Company’s unsecured obligations [and will be
subordinated in right of payment to all of the Company’s existing and future senior indebtedness
(as such term is defined in the [supplemental indenture] [Board Resolution or other document
evidencing an Authorization] authorizing this series of Securities)] and effectively subordinated
to all existing and future Indebtedness and other liabilities of its subsidiaries.]



[If applicable, insert — The Indenture contains provisions for defeasance at any time of [the
entire indebtedness on this Security] [or] [certain restrictive covenants and Events of Default
with respect to this Security] [, in each case,] upon compliance with certain conditions set forth
in the Indenture.]




24









 







[If applicable, insert — Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled, at his option, at any time after                                         , to
[convert] [exchange] this Security into [Describe Securities and conversion mechanics].]



[If applicable, insert — In the event of conversion of this Security in part only, a new
Security or Securities of this series and of like tenor for the unconverted portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]



[If the Security is not an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]



[If the Security is an Original Issue Discount Security, insert — If an Event of Default with
respect to Securities of this series shall occur and be continuing,
the principal of the
Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Such amount shall be equal to — insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the applicable issuer’s obligations
in respect of the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]



[If not applicable, delete — If any deduction or withholding for any present or future taxes,
assessments or other governmental charges of Brazil (or any political subdivision or taxing
authority thereof or therein) shall at any time be required by Brazil (or any such political
subdivision or taxing authority) in respect of any amounts to be paid by the Company under the
Securities, the Company will pay to the Holder of this Security such additional amounts as may be
necessary in order that the net amounts paid to such Holder of such Security who, with respect to
any such tax, assessment or other governmental charge, is not resident in Brazil, after such
deduction or withholding, shall be not less than the amounts specified in such Security to which
such Holder is entitled (“Additional Amounts”); provided, however, that the Company shall not be
required to make any payment of Additional Amounts for or on account of:





     (a) any tax, assessment or other governmental charge which would not have been imposed
but for (i) the existence of any present or former connection between such Holder or the
beneficial owner of the Security of such series (or between a fiduciary, settler,
beneficiary, member or shareholder of, or possessor of a power over, such Holder or
beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or
corporation) and Brazil or any political subdivision or territory or possession thereof or
area subject to its jurisdiction other than the mere holding of a Security or receipt of
payment in respect thereto, including, without limitation, such Holder or beneficial owner
(or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or having
been a citizen or resident thereof or being or having been present or engaged in trade or
business therein or having or having had a permanent establishment therein or (ii) the
presentation of a Security of such series (where presentation is required) for



25









 






payment on a date more than 30 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for, whichever occurs later;




     (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;




     (c) any amount required to be deducted or withheld by any Paying Agent from a payment
on or in respect of the Security, if such payment can be made without such deduction or
withholding by any other Paying Agent and we duly provide for such other Paying Agent to
make such payment;




     (d) withholding for any taxes, duties, assessments or other governmental charges that
are payable otherwise than by deduction or withholding from payments on the Security;




     (e) any tax, assessment or other governmental charge that is imposed or withheld by
reason of the failure to comply by the Holder or the beneficial owner of the Security of
such series with a request of the Company addressed to the Holder (i) to provide information
concerning the nationality, residence or identity of the Holder or such beneficial owner or
(ii) to make any declaration or other similar claim or satisfy any information or reporting
requirements, which, in the case of (i) or (ii), is required or imposed by a statute,
treaty, regulation or administrative practice of Brazil as a precondition to exemption from
all or part of such tax, assessment or other governmental charge;




     (f) where any Additional Amounts are imposed on a payment on the Securities to an
individual and is required to be made pursuant to any European Union Directive on the
taxation of savings income relating to the proposal for a Directive on the taxation of
savings income published by the European Commission on July 18, 2001 or otherwise
implementing the conclusions of the Economic and Financial Council of Ministers of the
member states of the European Union (ECOFIN) Council meeting of 26 and 27 November 2000 or
any law implementing or complying with, or introduced in order to conform to, any such
Directive; or any combination of items (a), (b), (c), (d), (e) and (f) above;


nor shall Additional Amounts be paid with respect to any payment in respect of any Security to any
Holder or beneficial owner who is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent such payment would be required by the laws of Brazil (or any
political subdivision or taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership
or a beneficial owner who would not have been entitled to such Additional Amounts had it been the
Holder or beneficial owner, as the case may be, of such Security.




          Unless the context otherwise requires, the Original Securities (as defined in the Indenture)
of this series and the Exchange Securities (as defined in the Indenture) of this series





26









 







shall constitute one series for all purposes under the Indenture, including without
limitation, amendments, waivers and redemptions.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.




          As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of
this series will have any right to institute any proceeding with respect to the Indenture, this
Security or for any remedy thereunder, unless such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default with respect to the Securities of this
series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this
series shall have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a
majority in principal of the Outstanding Securities of this series a direction inconsistent with
such request and shall have failed to institute such proceeding within 60 days; provided, however,
that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of
payment of the principal [(and premium, if any)], interest or any Additional Amount on this
Security on or after the respective due dates expressed herein [If applicable insert — or to a
suit instituted by the Holder hereof for the enforcement of the right to convert this Security or
receive Securities upon conversion or exchange in accordance with the Indenture].




          No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed or to convert or exchange this Security as provided in the
Indenture.




          The Securities of this series are issuable only in registered form without coupons in
denominations of                      and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or accompanied by a written instrument





27









 







of transfer in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.




          No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.




          Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company or the Trustee nor any such agent shall be affected by notice to
the contrary.




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




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




28









 








SCHEDULE A




SCHEDULE OF PRINCIPAL AMOUNT




          The initial principal amount of this Security shall be U.S.$ . The following
decreases/increases in the principal amount of this Security have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Principal	 	 
	 	 	Decrease in	 	Increase in	 	Amount	 	Notation Made
	Date of	 	Principal	 	Principal	 	Following such	 	by or on Behalf
	Decrease/Increase	 	Amount	 	Amount	 	Decrease/Increase	 	of Trustee
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





29









 






Section 2.03. Form of Legend for Global Securities.




          Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.




Section 2.04. Form of Trustee’s Certificate of Authentication.




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




CERTIFICATE OF AUTHENTICATION




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




Dated:




	 	 	 	 	 
	 	The Bank of New York

        As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 



ARTICLE THREE




THE SECURITIES




Section 3.01. Amount Unlimited: Issuable in Series.




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




          The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution or other document evidencing an Authorization of the Company and, subject to
Section 3.03, set forth, or determined in the manner provided, in an Officer’s Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance of Securities of
any series, the terms of the Securities of such series, including (as applicable) and without
limitation:




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




     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Sections 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) (including any provision for the offering of additional Securities
of the series beyond any such limit upon the aggregate principal amount of Securities of
such series);




     (3) whether the Securities of series will be issued at par, at a premium or at discount
or as an Original Issue Discount Security;




     (4) whether the Securities will constitute subordinated obligations of the Company;




     (5) whether the Securities will be secured obligations of the Company;




     (6) whether Securities of the series in a form other than as Global Securities, whether
any Securities of the series are to be issuable initially as Temporary Regulation S
Securities and whether any Securities of the series are to be issuable as Permanent
Regulation S Securities and, if so, whether beneficial owners of interests in any such
Permanent Regulation S Security may exchange such interests for Securities of such series
and of like tenor of any authorized form and denomination and the circumstances under which
any such exchanges may occur, if other than in the manner provided in Section 3.05;




     (7) the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest the manner
in which, any interest on any Security of the series shall be payable, if other than by wire
transfer in same-day funds to the Holder;




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




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




     (10) the place or places where, subject to the provisions of Section 10.02, the
principal of and any premium and interest on Securities of the series shall be payable, any
Global Securities of the series may be surrendered for registration of transfer, Securities
of the series may be surrendered for exchange or conversion and notices and demands to



31









 






or upon the Company in respect of the Securities of the series and this Indenture may
be served;




     (11) other than with respect to any redemption of Securities pursuant to Section 11.08,
the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the
option of the Company (including the period following the date referred to in Section 11.08)
and, if other than by a Board Resolution, the manner in which any election by the Company to
redeem the Securities shall be evidenced;




     (12) other than with respect to any redemption of Securities pursuant to Section 11.08,
the obligation, if any, of the Company to redeem or purchase any Securities of the series
pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;




     (13) the terms and conditions for conversion or exchange of Securities into equity
securities of the Company (including, if applicable, the rights, preferences and privileges
of such equity securities), and the terms of any additional redemption rights of the Company
relating to such terms and conditions for conversion or exchange, whether any such equity
securities may be evidenced by American Depositary Receipts and whether such security is
convertible or exchangeable into another security;




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




     (15) the applicable rate on Defaulted Interest;




     (16) the currency, currencies or currency units in which payment of the principal of
and any premium and interest on any Securities of the series shall be payable if other than
the currency of the United States of America and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of
“Outstanding” in Section 1.01;




     (17) if the amount of principal of or any premium or interest on any Securities of the
series may be determined with reference to an index, the manner in which such amounts shall
be determined;




     (18) if the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or a Holder thereof, in one or more currencies
or currency units other than that or those in which the Securities of such series are stated
to be payable, the currency, currencies or currency units in which the principal of and any
premium and interest on Securities of such series as to which such election is made shall be
payable, and the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall be
determined);



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




     (20) the application, if any, of Sections 14.01, 14.02 or 14.03 or both such Sections
to the Securities of the series and, if other than by a Board Resolution, the manner in
which any election by the Company to defease such Securities shall be evidenced;




     (21) if Additional Amounts pursuant to Section 10.04 will not be payable by the
Company;




     (22) if the principal amount payable at the Stated Maturity of any Securities of the
series is not determinable as of one or more dates prior to the Stated Maturity, the amount
which shall be deemed to be the principal amount of such Securities as of any such date for
any other purpose hereunder, including the principal amount thereof which shall be due and
payable upon any Maturity other than the Stated Maturity or which shall be deemed to be
Outstanding as of any date (or, in any such case, the manner in which such principal amount
shall be determined);




     (23) if applicable, that any Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the respective
Depositaries for such Global Securities, the form of any legend or legends which shall be
borne by any such Global Security in addition to or in lieu of that set forth in Section
2.03 and, if different from those set forth in Clause (2) of the last paragraph of Section
3.05, any circumstances in which Securities issued upon any exchange may be registered in
the name or names of Persons other than the Depositary for such Global Security or a nominee
thereof;




     (24) any addition to or change in the Events of Default which applies to any Securities
of the series and any change in the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;




     (25) any addition to or change in the covenants set forth in Article Ten which applies
to Securities of the series;




     (26) whether the Securities of the series may be exchanged for Exchange Securities
pursuant to an Exchange Offer or otherwise in authorized denominations in exchange for a
like principal amount of Original Securities of the same series, all in accordance with the
terms of this Indenture and the terms of such security; and




     (27) whether the Securities are Restricted Securities and Regulation S Securities, or
SEC Registered Securities;




     (28) whether Add On Notes will be permitted;



33









 






     (29) any other terms of the Securities of such series (which terms shall not be
inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(5)).



          Unless the context otherwise requires, any Original Securities of a series and any Exchange
Securities of such series shall constitute one series for all purposes under this Indenture,
including without limitation, amendments, waivers or redemptions.




          If any of the terms of the Securities of a series are established by action taken pursuant to
an Authorization of the Company, a copy of an appropriate record of such action shall be certified
by any Authorized Representative of the Company, as the case may be, each delivered to the Trustee
at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series.




Section 3.02. Denominations.




          Unless otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, 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.




          The Securities shall be executed on behalf of the Company by any Authorized Representative of
the Company. The signature of any such Authorized Representative of the Company may be manual or
facsimile.




          Securities bearing the manual or facsimile signatures of individuals who were at any time a
proper Authorized Representative of the Company shall bind the Company notwithstanding that such
individuals or any of them have ceased to hold such positions prior to the authentication and
delivery of such Securities or did not hold such positions at the date of such Securities.




          At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series, executed by the Company to the Trustee for
authentication, together with an Order for the authentication and delivery of such Securities, and
the Trustee in accordance with the Order shall authenticate and deliver such Securities.




          If the forms or terms of the Securities of the series have been established in or pursuant to
one or more Authorizations as permitted by Sections 2.01 and 3.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully
protected in relying upon, an Opinion of Counsel and Officers’ Certificate stating,





     (1) that such forms or terms have been established in conformity with the provisions of
this Indenture; and



34









 






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



          The Trustee shall have the right to decline to authenticate and deliver any Securities under
this Section if the Trustee, being advised in writing by counsel, determines that such action may
not lawfully be taken or if the Trustee in good faith shall determine that such action would expose
the Trustee to personal liability based upon the written advice of counsel.




          The Trustee shall not be required to authenticate the Securities of any series if the issue of
such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.




          Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are delivered at or prior to
the authentication upon original issuance of the first Security of such series to be issued.




          Each Security shall be dated the date of its authentication.




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




Section 3.04. Temporary Securities.




          Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Order the Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued, in
registered form and with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their execution of such
Securities. A Temporary Regulation S Security shall be delivered only in compliance with the
conditions set forth in Section 3.03 and this Section 3.04.




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          If temporary Securities of any series are issued, the Company will cause definitive Securities
of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or
more definitive Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor.




          If Temporary Regulation S Securities of any series are issued, any such Temporary Regulation S
Security shall, unless otherwise provided therein, be delivered to DTC or its nominee or the Common
Depositary, in each case, for the benefit of the Euroclear Operator and Clearstream, Luxembourg,
for credit to the respective accounts of the beneficial owners of such Securities (or to such other
accounts as they may direct).




          Without unnecessary delay but in any event not later than the date specified in, or determined
pursuant to the terms of, any such Temporary Regulation S Security of a series (the “Exchange
Date”), the Company shall deliver to the Trustee definitive Securities of that series in aggregate
principal amount equal to the principal amount of such Temporary Regulation S Security executed by
the Company. On or after the Exchange Date, such Temporary Regulation S Security shall be
surrendered by DTC or its nominee or the Common Depositary, as the case may be, to the Trustee, as
the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities of that series without charge, and the Trustee shall authenticate and
deliver, in exchange for each portion of such Temporary Regulation S Security a like aggregate
principal amount of definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such Temporary Regulation S Security to be exchanged; provided
however, that upon such presentation by DTC or its nominee or the Common Depositary, such Temporary
Regulation S Security must be accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by the Euroclear Operator as to the portion of such Temporary Regulation S Security
held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent
date and signed by Clearstream, Luxembourg as to the portion of such Temporary Regulation S
Security held for its account then to be exchanged, each in the form set forth in Section 3.12(2).
The definitive Securities to be delivered in exchange for any such Temporary Regulation S Security
shall, unless otherwise specified in the Temporary Regulation S Security, be in or in the form of
Permanent Regulation S Securities.




          Unless otherwise specified in the Temporary Regulation S Security, the interest of a
beneficial owner of Securities of a series in a Temporary Regulation S Security shall be exchanged
on the Exchange Date for interest in a permanent global registered Security (a “Permanent
Regulation S Security”) of the same series and of like tenor unless, on or prior to the Exchange
Date, such beneficial owner has not delivered to the Euroclear Operator or Clearstream, Luxembourg,
as the case may be, a certificate in the form set forth in Section 3.12(1) dated no earlier than
the Certification Date, copies of which certificate shall be available from the office of the
Euroclear Operator and Clearstream, Luxembourg, the Trustee, and any Authenticating Agent appointed
for such series of Securities and each Paying Agent and after the





36









 







Exchange Date, the interest of a beneficial owner of Securities of a series in a Temporary
Regulation S Security shall be exchanged for an interest in a Permanent Regulation S Security of
the same series and of like tenor following such beneficial owner’s delivery to the Euroclear
Operator or Clearstream, Luxembourg, as the case may be, of a certificate in the form set forth in
Section 3.12(1) dated no earlier than the Certification Date. Unless otherwise specified in such
Temporary Regulation S Security, any such exchange shall be made free of charge to the beneficial
owners of such Temporary Regulation S Security.




          Until exchanged in full as hereinabove provided, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as definitive Securities of
the same series and of like tenor authenticated and delivered hereunder, except that, interest
payable on a Temporary Regulation S Security on an Interest Payment Date for Securities of such
series shall be payable to the Euroclear Operator and Clearstream, Luxembourg on such Interest
Payment Date only upon delivery by the Euroclear Operator or Clearstream, Luxembourg to the Trustee
of a certificate or certificates in the form set forth in Section 3.12(2), for credit without
further interest on or after such Interest Payment Date to the respective accounts of the Persons
who are the beneficial owners of such Temporary Regulation S Security on such Interest Payment Date
and who have each delivered to the Euroclear Operator or Clearstream, Luxembourg, as the case may
be, a certificate in the form set forth in Section 3.12(1). Any interest so received by the
Euroclear Operator and Clearstream, Luxembourg and not paid as herein provided shall be returned to
the Trustee immediately prior to the expiration of two years after such Interest Payment Date in
order to be repaid to the Company in accordance with Section 10.03.




Section 3.05. Registration, Registration of Transfer and Exchange.





     (1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of transfers of
Registered Securities. The Trustee is hereby appointed “Security Registrar” for the purpose
of registering Registered Securities and transfers of Registered Securities as herein
provided. Such Security Register shall distinguish between Original Securities and Exchange
Securities.



          Except as otherwise provided in this Section 3.05(1), upon surrender for registration of
transfer of a Registered Security of any series at the office or agency in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name
of the designated transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations and of like tenor and aggregate principal amount.




          Subject to Section 3.05(2), at the option of the Holder, Registered Securities of any series
may be exchanged for other Registered Securities of the same series, of any authorized
denominations and of a like tenor and aggregate principal amount upon surrender of the Registered
Securities to be exchanged at such office or agency. Whenever any Registered




37









 







Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the exchange is
entitled to receive.




          All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company evidencing the same debt (subject to the provisions, if any, in
the Original Securities regarding payment of Special Interest) and entitled to the same benefits
under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.




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




          In the event that the Company delivers to the Trustee a copy of an Officer’s Certificate
certifying that a registration statement under the Securities Act with respect to an Exchange Offer
relating to a particular series of Securities, if any such Exchange Offer is contemplated for such
series, has been declared effective by the Commission and that the Company has offered Exchange
Securities of such series to the Holders in accordance with the Exchange Offer, the Trustee shall
exchange, upon request of any Holder, such Holder’s Securities for Exchange Securities upon the
terms set forth in the Exchange Offer.




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




          The Company shall not be required (i) to issue, register the transfer of or exchange
Registered Securities of any series during a period beginning at the opening of business 15 days
before any selection of Securities of that series to be redeemed 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 Registered Security so selected for redemption, in whole or in part,
except the unredeemed portion of any Security being redeemed in part.




          The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Registered
Securities:





     (a) Each Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated for such Global Security or a nominee thereof and
delivered to such Depositary or a nominee thereof or custodian therefor, and each such
Global Security shall constitute a single Security for all purposes of this Indenture.




     (b) Subject to Clause (d) below, any exchange of a Global Security for other Securities
may be made in whole or in part, and all Securities issued in exchange for a



38









 






Global Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.




     (c) Every Security authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to
this Section, Sections 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is
registered in the name of a Person other than the Depositary for such Global Security or a
nominee thereof.




     (d) Except as provided below, owners of beneficial interests in Global Securities will
not be entitled to receive Registered Securities in their names (“Certificated Securities”).
Certificated Securities shall be issued to all owners of beneficial interests in a Global
Note in exchange for such interests if:




     (i) The Depositary notifies the Company that it is unwilling or unable to
continue as depositary for such Global Note or the Depositary ceases to be a
clearing agency registered under the Exchange Act, at a time when such Depositary is
required to be so registered in order to act as depositary, and in each case, and a
successor depositary is not appointed by the Company within 90 days of such notice,




     (ii) The Depositary executes and delivers to the Trustee and the Security
Registrar an Officers’ Certificate stating that such Global Note shall be so
exchangeable, or




     (iii) an Event of Default has occurred and is continuing and the Security
Registrar has received a request from the Depositary or the Security Registrar and
the Company have received a request from the Trustee.


In connection with the exchange of an entire Global Security for Certificated Securities pursuant
to this Clause d, such Global Note shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and upon receipt of an Order the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount of Certificated
Securities of authorized denominations.





     (e) Members of, or participants in, DTC or Euroclear and Clearstream, Luxembourg, as
the case may be (“Agent Members”), shall have no rights under this Indenture with respect to
any Global Security held on their behalf by DTC or by the Common Depositary under such
Global Security, and DTC or the Common Depositary, as the case may be, may be treated by the
Company, the Trustee, the Paying Agent and the Security Registrar and any of their agents as
the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the
Security Registrar or any of their agents from giving effect to any written certification,
proxy or other authorization furnished by DTC or the Common Depositary or impair, as between
DTC or Euroclear



39









 






and Clearstream, Luxembourg and their respective Agent Members, the operation of
customary practices governing the exercise of the rights of an owner of a beneficial
interest in any Global Security. The registered Holder of a Global Security may grant
proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action that a Holder is entitled to take
under this Indenture or the Securities.




     (2) Certain Transfers and Exchanges.




     (a) The following provisions shall apply with respect to any proposed transfer of an
interest in a Restricted Global Security: If (i) the owner of a beneficial interest in a
Restricted Global Security wishes to transfer such interest (or portion thereof) to a
Non-U.S. Person pursuant to Regulation S and (ii) such Non-U.S. Person wishes to hold its
interest in the Security through a beneficial interest in the Regulation S Global Security,
(x) upon receipt by the Depositary and Security Registrar of:




     (i) instructions from the Holder of the Restricted Global Note directing the
Depositary and Security Registrar to credit or cause to be credited a beneficial
interest in the Regulation S Global Security equal to the principal amount of the
beneficial interest in the Restricted Global Security to be transferred, and




     (ii) a Restricted Securities Certificate in the form of Annex B from the
transferor,




and (y) subject to the rules and procedures of the Depositary, the Depositary and Security
Registrar shall increase the Regulation S Global Security and decrease the Restricted Global
Security by such amount in accordance with the foregoing.




     (b) If the owner of an interest in a Regulation S Global Security wishes to transfer
such interest (or any portion thereof) to a “qualified institutional buyer” as defined by
and pursuant to Rule 144A prior to the expiration of the Restricted Period therefor, (x)
upon receipt by the Depositary and Security Registrar of:




     (i) instructions from the Holder of the Regulation S Global Security directing
the Depositary and Security Registrar to credit or cause to be credited a beneficial
interest in the Restricted Global Note equal to the principal amount of the
beneficial interest in the Regulation S Global Security to be transferred, and




     (ii) a Restricted Securities Certificate in the form of Annex B duly executed
by the transferor,




and (y) in accordance with the rules and procedures of the Depositary, the Depositary and
Security Registrar shall increase the Restricted Global Security and decrease the Regulation
S Global Security by such amount in accordance with the foregoing.




     (c) Other Transfers. Any transfer of Restricted Securities or Regulation S Securities
not described above (other than a transfer of a beneficial interest in a Global



40









 






Security that does not involve an exchange of such interest for a Certificated Note or
a beneficial interest in another Global Security, which must be effected in accordance with
applicable law and the rules and procedures of the Depositary, but is not subject to any
procedure required by this Indenture) shall be made only upon receipt by the Security
Registrar of such opinions of counsel, certificates and/or other information reasonably
required by and satisfactory to it in order to ensure compliance with the Securities Act or
in accordance with paragraph (3) of this Section 3.05.




     (3) Securities Act Legends. Rule 144A Securities and their Successor Securities shall
bear a Restricted Securities Legend, and Initial Regulation S Securities and their Successor
Securities shall bear a Regulation S Legend, subject to the following:




     (a) subject to the following Clauses of this Section 3.05(3), a Security or any portion
thereof which is exchanged, upon registration of transfer or otherwise, for a Registered
Global Security or any portion thereof shall bear the Securities Act legend borne by such
Registered Global Security while represented thereby;




     (b) subject to the following Clauses of this Section 3.05(3), a new Registered Security
which is issued in exchange for another Security or any portion thereof, upon registration
of transfer or otherwise, shall bear the Securities Act legend borne by such other Security,
provided that, if such new Registered Security is required to be issued in the form of a
Restricted Security, it shall bear a Restricted Securities Legend and, if such new
Registered Security is so required to be issued in the form of a Regulation S Security, it
shall bear a Regulation S Legend;




     (c) any SEC Registered Securities shall not bear a Securities Act legend,




     (d) after the applicable restricted period prescribed by Rule 144(k) under the
Securities Act, a new Registered Security which does not bear a Securities Act legend may be
issued in exchange for or in lieu of a Registered Security or any portion thereof which
bears such a legend if the Trustee has received an Unrestricted Securities Certificate,
satisfactory to the Trustee and duly executed by the Holder of such legended Security or his
attorney duly authorized in writing, and after such date and receipt of such certificate,
the Trustee shall authenticate and deliver such a new Registered Security in exchange for or
in lieu of such other Registered Security as provided in this Article Three,




     (e) a new Registered Security which does not bear a Securities Act legend may be issued
in exchange for or in lieu of a Registered Security or any portion thereof which bears such
a legend if, in the Company’s judgment, placing such a legend upon such new Security is not
necessary to ensure compliance with the registration requirements of the Securities Act, and
the Trustee, at the direction of the Company, shall authenticate and deliver such a new
Security as provided in this Article Three, and




     (f) notwithstanding the foregoing provisions of this Section 3.05(3), a Successor
Security of a Security that does not bear a particular form of Securities Act legend shall
not bear such form of legend unless the Company has reasonable cause to



41









 






believe that such Successor Security is a “restricted security” within the meaning of
Rule 144 under the Securities Act, in which case the Trustee, at the direction of the
Company, shall authenticate and deliver a new Security bearing a Restricted Securities
Legend in exchange for such Successor Security as provided in this Article Three.



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




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




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




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




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




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




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




Section 3.07. Payment of Interest; Interest Rights Preserved.




          Except as otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid, in the case of definitive Registered Securities, to the
Person in whose name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest and, at the option of the Company,
may be paid by check mailed to the address of the Person as it appears in the





42









 







Security Register or, in the case of Global Securities, by wire transfer of same-day funds to
the Holder.




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





     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted interest as in this Clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted Interest, which shall be not
more than 15 days and not less than ten days prior to the date of the proposed payment and
not less than ten days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor to be given to each Holder of
Securities of such series in the manner set forth in Section 1.06, not less than ten days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following Clause (2).




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



          Subject to the foregoing provisions of this Section and Section 3.05, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such predecessor Security.




43









 








Section 3.08. Persons Deemed Owners.




          Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and
any premium and (subject to Sections 3.04, 3.05 and 3.07) any interest on such Security, and for
all other purposes whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.




Section 3.09. Cancellation.




          All Securities surrendered for payment, redemption, registration of transfer or exchange or
conversion or for credit against any sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver
to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with its customary procedures unless otherwise directed by an Order.




Section 3.10. Computation of Interest.




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




Section 3.11. CUSIP Numbers.




          The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice of a redemption 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
Company shall promptly notify the Trustee in writing of any change in the CUSIP numbers.




Section 3.12. Add On Notes.




          Unless otherwise provided pursuant to Section 3.01, the Company may, from time to time,
subject to compliance with any other applicable provisions of this Indenture, without the consent
of the Holders, create and issue pursuant to this Indenture additional notes (“Add On





44









 







Notes”) having terms and conditions identical to those of any other series of Outstanding
Securities issued under this Indenture, except that Add On Notes:





     (1) may have a different issue date from such other series of Outstanding Securities;




     (2) may have a different amount of interest payable on the first Interest Payment Date
after issuance than is payable on such other series of Outstanding Securities;




     (3) may have terms specified pursuant to the Board Resolution or other document
evidencing an Authorization or in a supplemental indenture for such Add On Notes making
appropriate adjustments to the terms of this Indenture applicable to such Add On Notes in
order to conform to and ensure compliance with the Securities Act (or other applicable
securities laws) and any Registration Rights Agreement applicable to such Add On Notes,
which are not adverse in any material respect to the Holder of any such series of
Outstanding Securities (other than such Add On Notes); and




     (4) may be entitled to Step-Up interest not applicable to such other series of
Outstanding Securities and may not be entitled to such Step-Up interest applicable to such
other series of Outstanding Securities.



Section 3.13. Forms of Certification.





     (1) Whenever any provision of this Indenture contemplates that certification be given
by a beneficial owner of a portion of the Temporary Regulation S Security, such
certification shall be provided substantially in the form of the following certificate, with
only such changes as shall be approved by the Company:



CERTIFICATE




PETRÓLEO BRASILEIRO S.A. — PETROBRAS




Company




[Title of Securities]




          This is to certify that as of the date hereof, and except as set forth below, the
above-captioned Securities held by you for our account (i) are owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States Federal income taxation regardless
of its source (“United States person(s)”), (ii) are owned by United States person(s) that (a) are
foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-l2(c)(l)(v)) (“financial institutions”) purchasing for their own account or for
resale, or (b) acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may advise the Company or its agent that
it will comply




45









 







with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as defined in U.S.
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, in addition, if the owner of the
Securities is a United States or foreign financial institution described in Clause (iii) above
(whether or not also described in Clause (i) or (ii)) this is to further certify that such
financial institution has not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its possessions.




          As used herein, “United States” means the United States of America (including the States and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.




          We undertake to advise you by tested telex if the above statement is not correct on the date
on which you intend to submit your certificate relating to such Securities to the Trustee, and in
the absence of any such notification it may be assumed that this certificate applies as of such
date.




          This certificate excepts and does not relate to U.S.$ ___of which interest in the above
Securities in respect of which we are not able to certify and as to which we understand exchange
and delivery of definitive Securities cannot be made until we do so certify.




          We understand that this certificate is required in connection with certain tax laws of the
United States. In connection therewith, if administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceedings.




	 	 	 	 	 
	Dated:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

As, or as agent for, the beneficial
	 	 
	 

	 	owner(s) of the Securities to which	 	 
	 

	 	this certificate relates”;	 	 







     (2) Whenever any provision of this Indenture contemplates that certification be given
by DTC (or its nominee), the Euroclear Operator or Clearstream, Luxembourg in connection
with the exchange of a Temporary Regulation S Security for a Permanent Regulation S
Security, such certification shall be provided substantially in the form of the following
certificate, with only such changes as shall be approved by the Company:



46









 





CERTIFICATION




PETRÓLEO BRASILEIRO S.A. — PETROBRAS




Company




[Title of Securities]




(the “Securities”)




          This is to certify that, based solely on certifications we have received in writing, by tested
telex or by electronic transmission from member organizations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our “Member Organizations”)
substantially to the effect set forth in the Indenture dated as of .,
2002, ___ principal amount
of the above-captioned Securities (i) is owned by Persons that are not citizens or residents of the
United States, domestic partnerships, domestic corporations or any estate or trust the income of
which is subject to United States Federal income taxation regardless of its source (“United States
persons”), (ii) is owned by United States persons that (a) are foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section l.165-12(c)(1)(v)
(“financial institutions”)) purchasing for their own account or for resale, or (b) acquired the
Securities through foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution has agreed, on its own behalf or through
its agent, that we may advise the Company or its agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) is owned by United States or foreign financial institutions for
purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7))), and to the further effect that United States or foreign financial
institutions described in Clause (iii) above (whether or not also described in Clause (i) or (ii))
have certified that they have not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a Person within the United States or its possessions.




          As used herein, “United States” means the United Stales of America (including the States and
the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands.




          We further certify (i) that we are not making available herewith for exchange (or, if
relevant, exercise of any rights or collection of any interest) any portion of the Temporary
Regulation S Security excepted in such certifications and (ii) that as of the date hereof we have
not received any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the part submitted
herewith for exchange (or, if relevant, exercise of any rights or collection of any Interest) are
no longer true and cannot be relied upon as of the date hereof.




          We understand that this certification is required in connection with certain tax laws and, if
applicable, certain securities laws in the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection with which this





47









 







certificate is or would be relevant, we irrevocably authorize you to produce this
certification to any interested party in such proceedings.




Dated:                    




	 	 	 	 	 
	 

	 	 	 	Yours faithfully,
	 
	 	 	 	 
	 

	 	 	 	THE DEPOSITARY TRUST COMPANY
	 
	 	 	 	 
	 

	 	 	 	or
	 
	 	 	 	 
	 

	 	 	 	EUROCLEAR S.A./N.V.,
	 

	 	 	 	as operator of the Euroclear
	 

	 	 	 	System
	 
	 	 	 	 
	 

	 	 	 	or
	 
	 	 	 	 
	 

	 	 	 	CLEARSTREAM BANKING,
	 

	 	 	 	societe anonyme, Luxembourg
	 

	 	By:	 	 
	 

	 	 	 	 
 Name:
	 

	 	 	 	Title:






ARTICLE FOUR




SATISFACTION AND DISCHARGE




Section 4.01. Satisfaction and Discharge of Indenture.




          This Indenture shall upon Order of the Company cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange or conversion of Securities herein
expressly provided for, and any right to receive Additional Amounts as provided in Section 10.04),
and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when





     (1) either




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



48









 






(b) all such Securities




      (i) have become due and payable, or




     (ii) will become due and payable at their Stated Maturity within one year, or




      (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company, and the Company in the case of (i),
(ii) or (iii) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose money in an amount sufficient to pay and
discharge the entire indebtedness on such Securities for principal and any premium
and interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case
may be;




     (2) the Company has paid or caused to be paid all other sums payable hereunder by the
Company; and




     (3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07, the obligations of the Company and the Trustee to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee
pursuant to Subclause (b) of Clause (l) of this Section, the obligations of the Trustee under
Section 4.02 and the last paragraph of Section 10.03 shall survive.




Section 4.02. Application of Trust Money.




          Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust (without liability to the Holders for
interest or investment) and applied by it, in accordance with the provisions of the Securities and
this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has been deposited with or
received by the Trustee.




ARTICLE FIVE




REMEDIES




Section 5.01. Events of Default.




          “Event of Default,” wherever used herein with respect to the Securities of any series, means
any one of the following events (whatever the reason for such Event of Default and





49









 







whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body):





     (1) default in the payment of any interest or payment of any additional interest or
Additional Amounts upon any Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity, and continuance of such default for a period of 14 days; or




     (3) default in the performance, or breach, of any covenant or warranty of the Company
in this Indenture (other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of a series of Securities other than that
series), and continuance of such default or breach for a period of 60 days after there has
been given, by registered or certified international air mail to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
or




     (4) any order made by any competent court or resolution passed for the winding up or
dissolution of the Company (other than in any of the circumstances referred to as exceptions
in paragraph (5) below); or




     (5) the Company’s stopping payment of, or admitting a general inability to pay, its
debts (or any class of its debts) as they fall due, or being deemed unable to pay its debts
under applicable Brazilian law, except (i) as is otherwise expressly provided under this
Indenture or (ii) in the case of a winding-up, dissolution or liquidation for the purpose of
and followed by a consolidation, merger, conveyance or transfer, the terms of which shall
have been approved by a resolution of a meeting of the Holders, or being adjudicated or
found bankrupt or insolvent or entering into any composition or other similar arrangements
with its creditors under applicable Brazilian law; or




     (6) the Company voluntarily commences proceedings under any applicable liquidation,
insolvency, composition, reorganization or any other similar laws, or the Company files an
application for the appointment of an administrative or other receiver, manager or
administrator, or any such or other similar official, in relation to the Company; or




     (7) (i) an administrative or other receiver, manager, administrator or other similar
official being appointed in relation to the Company or, as the case may be, in relation to
the whole or a substantial part of the undertaking or assets of it, or an encumbrance taking
possession of the whole or a substantial part of the undertaking or assets of it, or a
distress, execution, attachment, sequestration or other process being



50









 






levied, enforced upon, sued out or put in force against the whole or a substantial part
of the undertaking or assets of it and (ii) in any case not being discharged, removed or
paid within 90 days; or




     (8) default in the conversion of any convertible Security of that series in accordance
herewith, and continuance of such default for a period of 30 days after there has been
given, by registered or certified international air mail to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Securities of that series a written notice specifying such default and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder; or




     (9) the maturity of any Indebtedness of the Company in a total aggregate principal
amount of U.S.$100,000,000 or more is accelerated in accordance with the terms of that
Indebtedness, it being understood that prepayment or redemption by the Company of any
Indebtedness is not acceleration for this purpose; or




     (10) any other Events of Default established as contemplated by Section 3.01 with
respect to Securities of that series.



Section 5.02. Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default (other than an Event of Default specified in Section 5.01(4), 5.01(5),
5.01(6) or 5.01(7)) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of such series may declare the principal amount (or, if any of
the Securities of that series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof) of all of the Securities of
such series to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable. If an Event of Default specified in Section
5.01(4), 5.01(5), 5.01(6) or 5.01(7) with respect to Securities of any series at the time
Outstanding occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified by the terms thereof) shall automatically and without
any declaration or other action on the part of the Trustee or any Holder, become immediately due
and payable.




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





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




     (a) all overdue interest on all Securities of that series,



51









 






     (b) the principal of (and premium and Additional Amounts, if any, on) any Securities of
that series which have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate or rates prescribed therefor in such Securities,




     (c) to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities, and




     (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and all other
amounts due to the Trustee under Section 6.07;



and





     (2) all Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which has become due solely by
such declaration of 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 Trustee.




          The Company covenants that if:





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




     (2) default is made in the payment of the principal of (or premium, if any, on) any
Security at the Maturity thereof and such default continues for a period of 14 days,


the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable, including Additional Amounts, on such Securities
for principal and any premium and interest and, to the extent that payment of such interest shall
be legally enforceable, interest on any overdue principal and premium and on any overdue interest,
at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and all amounts due the Trustee under Section 6.07.




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




52









 








Section 5.04. Trustee May File Proofs of Claim.




          In case of any judicial proceeding relative to the Company or any other obligor upon the
Securities of a series or the property of the Company or of such other obligor or their creditors,
the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to have claims of the
Holders of that series of Securities and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder of that series of Securities to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of that series of Securities, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due to the Trustee under Section 6.07.




          No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder of a Security any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof
or to authorize the Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding provided, however, that the Trustee may, on behalf of the Holders of Securities, vote
for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.




Section 5.05. Trustee May Enforce Claims Without Possession of Securities.




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




Section 5.06. Application of Money Collected.




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





     FIRST: To the payment of all amounts due the Trustee under Section 6.07;




     SECOND: To the payment of the amounts then due and unpaid for principal of and any
premium and interest and any Additional Amounts on the Securities in respect of which or for
the benefit of which such money has been collected, ratably, without



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preference or priority of any kind, according to the amounts due and payable on such
Securities for principal and any premium and interest, respectively; and




THIRD: To the payment of the balance, if any, to the Company.



Section 5.07. Limitation on Suits.




     No Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, the Securities or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless




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




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




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




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




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


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




Section 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest and to
Convert.




          Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Sections 3.04, 3.05 and 3.07) interest and any Additional Amounts on such
Security on the respective Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such
payment, and, if such Security is convertible or exchangeable, to convert or exchange such Security
in accordance with this Indenture and to institute suit for the enforcement of such right to
convert or to receive Securities upon conversion and such rights shall not be impaired without the
consent of such Holder.




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Section 5.09. Restoration of Rights and Remedies.




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




Section 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 Trustee 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.




Section 5.11. Delay or Omission Not Waiver.




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




Section 5.12. Control by Holders of Securities.




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





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




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




     (3) the Trustee need not follow any such direction if doing so would in its reasonable
discretion either involve it in personal liability or be unduly prejudicial to Holders of
Securities not joining in such direction.



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Section 5.13. Waiver of Past Defaults.




          Subject to Section 5.02, the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default hereunder with respect to such series of the Company and its
consequences, except a default





     (1) in the payment of the principal of or any premium, interest or Additional Amounts
on any Security of such series of the Company, or




     (2) in respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding Security of such
series affected, or




     (3) in the conversion or exchange of any Security of such series of such Company and
the delivery of Securities upon conversion.



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




Section 5.14. Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess reasonable costs, including reasonable attorney’s fees and expenses, against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by the Company, in any
suit instituted by the Trustee, in any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or
in any suit instituted by any Holder of any Security for the enforcement of the payment of the
principal of or any premium or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption
Date) or for the enforcement of any right to convert such Security pursuant to this Indenture.




Section 5.15. Waiver of Stay, Extension or Usury Laws.




          The Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay
or extension law or any usury law or other law that would prohibit or forgive the Company from
paying all or any portion of the principal of or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture. The Company hereby expressly waives (to the extent that it may
lawfully do so) 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





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the Trustee, but will suffer and permit the execution of every such power as though no such
law had been enacted.




ARTICLE SIX




THE TRUSTEE SECTION




Section 6.01. Certain Duties and Responsibilities.




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




Section 6.02. Notice of Defaults.




          If, to the knowledge of the Trustee, a default occurs hereunder with respect to Securities of
any series, the Trustee shall give the Holders of Securities of such series notice of such default
as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of
any default of the character specified in Section 5.01(3) with respect to Securities of such
series, no such notice to such Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of
such series.




Section 6.03. Certain Rights of Trustee.




          Subject to the provisions of Section 6.01:





     (1) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or
other paper or document (whether in its original or facsimile form) reasonably 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 Company mentioned herein shall be sufficiently
evidenced by an Order and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;




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



57









 






action hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or an
Opinion of Counsel;




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




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




     (6) The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Company, personally or by agent or
attorney (and the Company shall reimburse the Trustee for reasonable expenses in connection
with such inquiry or investigation); provided that the Trustee shall not be entitled to such
information which the Company is prevented from disclosing as a matter of law or contract;




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




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




     (9) the Trustee shall not be deemed to have notice of any default (as defined in
Section 6.02) or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture; and




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



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




          The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.




Section 6.05. May Hold Securities.




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




Section 6.06. Money Held in Trust.




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




Section 6.07. Compensation and Reimbursement.




          The Company agrees:





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




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




     (3) to fully indemnify the Trustee and any predecessor Trustee and their agents for,
and to hold it harmless against, any and all loss, liability, damages, claims or expense
arising out of or in connection with the acceptance or administration of the trust or trusts
hereunder and the performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder except to the extent that any such
loss, liability or expense may be attributable to its negligence or bad faith.



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          The Trustee shall have a lien prior to the Holders of Securities to payment of amounts due it
under this Section 6.07 from funds held by the Trustee hereunder. “Trustee” for purposes hereof
includes any predecessor trustee, but the negligence or bad faith of any trustee shall not affect
the rights of any other trustee hereunder.




          If the Trustee incurs expenses or renders services after the occurrence of an Event of Default
specified in Sections 5.01(4), 5.01(5), 5.01(6) or 5.01(7), the reasonable expenses and the
compensation for the services will be intended to constitute expenses of administration under Title
11 of the United States Bankruptcy Code or any other applicable law.




          The provisions of this Section shall survive the resignation or removal of the Trustee and the
termination of this Indenture.




Section 6.08. Conflicting Interests.




          If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
For this purpose, the Trustee shall not be deemed to have a conflicting interest by reason of being
Trustee for the Securities of any series and Trustee for the Securities of any other series.




Section 6.09. Corporate Trustee Required; Eligibility.




          There shall at all times be one and only one Trustee hereunder with respect to the Securities
of each series which shall be a Person that is eligible pursuant to the Trust Indenture Act to act
as such and has a combined capital and surplus of at least U.S.$50,000,000 and its Corporate Trust
Office in the Borough of Manhattan, The City of New York, New York. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section and to the extent permitted by the
Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If
at any time the Trustee with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.




Section 6.10. Resignation and Removal; Appointment of Successor.





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




     (2) The Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of acceptance by
a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning



60









 






Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.




     (3) The Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company. The Trustee so removed may, at
the expense of the Company, petition any court of competent jurisdiction for the appointment
of a successor Trustee if no successor Trustee has been appointed within 30 days of such
removal.




     (4) If at any time:




     (a) the Trustee shall fail to comply with Section 6.08 after written request therefor
by the Company or by any Holder who has been a bona fide Holder of a Security for at least
six months, or




     (b) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




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


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





     (5) If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Company shall by Board Resolution promptly appoint a successor
Trustee or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect
to the Securities of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the Company and
the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall have been so appointed by the Company or
the Holders of Securities of such series and accepted appointment in



61









 






the manner required by Section 6.11, any Holder of a Security who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.




     (6) The Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series to all Holders of Securities of such series in
the manner provided in Section 1.06. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust
Office.



Section 6.11. Acceptance of Appointment by Successor.





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




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



62









 






conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.




     (3) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in paragraph (1) and (2) of this Section, as
the case may be.




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



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




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




Section 6.13. Preferential Collection of Claims Against Company.




          If and when the Trustee shall be or become a creditor of the Company (or any other obligor
upon the Securities), the Trustee shall be subject to the provisions of Section 3.11 of the Trust
Indenture Act, but only to the extent therein specified, regarding the collection of claims against
the Company (or any such other obligor). For purposes of Section 3.11(b)(4) and (6) of such Act,
the following terms shall mean:





     (1) “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable upon demand;
and




     (2) “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of
financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security,



63









 






provided the security is received by the Trustee simultaneously with the creation of
the creditor relationship with the Company arising from the making, drawing, negotiating or
incurring of the draft, bill of exchange, acceptance or obligation.



Section 6.14. Appointment of Authenticating Agent.




          The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
conversion, exchange or partial redemption thereof or pursuant to Section 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be
evidenced by an instrument in writing signed by a Responsible Officer of the Trustee and a copy of
which shall be promptly furnished to the Company. Wherever reference is made in this Indenture to
the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of
authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than
U.S.$50,000,000 and subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.




          Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.




          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give
notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment





64









 







hereunder shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section.




          The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 6.07.




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




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




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK

As Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

As Authenticating Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

As Authorized Signatory
	 	 






          If all of the Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Securities upon original issuance located
in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in
accordance with this Section an Authenticating Agent having an office in the Place of Payment
designated by the Company with respect of such series of Securities.




ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 7.01. Company to Furnish Trustee Names and Addresses of Holders.




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





     (1) semi-annually, if interest is paid semi-annually, or quarterly, if interest is paid
quarterly, not later than 15 days after each Regular Record Date in each year or, if
interest is paid annually, not later than 15 days after each Regular Record Date and the
date six months subsequent to such Regular Record Date, a list, in such form as the Trustee
may reasonably require, as to the names and addresses of the Holders of Securities as of
such Regular Record Date, and



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     (2) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished; provided, that, for so long
as the Trustee shall be Security Registrar, no such list shall be required to be furnished.



Section 7.02. Preservation of Information; Communications to Holders.




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




          (2) The rights of the Holders of Securities to communicate with other Holders of Securities
with respect to their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.




          (3) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee nor any agent of any of them shall be held
accountable solely by reason of any disclosure of information as to names and addresses of Holders
of Securities made pursuant to the Trust Indenture Act.




Section 7.03. Reports by Trustee.




          (1) On or about each July 15 following the date hereof, the Trustee shall transmit to Holders
of Securities such reports, if any, dated as of the preceding May 15 is concerning the Trustee and
its actions under this Indenture as may be required pursuant to Section 3.13(a) of the Trust
Indenture Act in the manner provided pursuant to Section 3.13(c) thereof. The Trustee shall also
transmit to Holders of Securities such reports, if any, as may be required pursuant to Section
3.13(b) of the Trust Indenture Act at the times and in the manner provided pursuant thereto and to
Section 3.13(c) thereof.




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




Section 7.04. Reports by Company.




          The Company shall file with the Trustee and the Commission, and transmit to Holders of
Securities, such information, documents and other reports, including financial information and
statements and such summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be
filed with the Commission.




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          Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice (other
than with respect to notice of an Event of Default pursuant to Sections 5.01(5), 5.01(6) and
5.01(7) hereof) of any information contained therein or determinable from information contained
therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates).




Section 7.05. Calculation of Original Issue Discount.




          The Company shall file with the Trustee promptly at the end of each calendar year (i) a
written notice specifying the amount, if any, of original issue discount (including daily rates and
accrual periods) accrued on Outstanding Securities of each series as of the end of such year and
(ii) such other specific information, if any, relating to such original issue discount as may then
be relevant under the Internal Revenue Code of 1986, as amended from time to time. The Trustee
shall not be obligated to recalculate, recompute or reconfirm such calculation.




ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION




Section 8.01. Company May Consolidate, Etc., Only on Certain Terms.




          The Company may consolidate with or merge (which term shall include for the avoidance of doubt
a scheme of arrangement) into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and the Company may permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, provided that:





     (1) if the Company shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a corporation, partnership or trust, shall be
organized and validly existing, under the laws of any applicable jurisdiction and shall
unconditionally and expressly assume (including, in the case of a Reorganization, by way of
a full and unconditional guarantee subject to the proviso to this subsection), by an
indenture supplemental hereto executed and delivered to the Trustee on behalf of the Holders
in form reasonably satisfactory to the Trustee, the due and punctual payment of the
principal of and any premium and interest (including all Additional Amounts, if any, payable
pursuant to Section 10.04 and subsection (3) below) on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the Company to
be performed or observed; provided, however, that,




     (a) such assumption shall be effected by means of a supplemental indenture executed by
such Person in which



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     (i) such Person covenants to Holders of the Securities of each series to
guarantee irrevocably and unconditionally, on a senior unsubordinated basis where
the obligations of the Company hereunder are senior and unsubordinated obligations,
the due and punctual payment of the principal of and any premium and interest
(including all Additional Amounts, if any, payable pursuant to Section 10.04 and
subsection (3) below) on all the Securities, and to the Trustee the full and prompt
payment of all amounts due by the Company hereunder, which guarantee shall not be
subject to any requirement for presentment or demand and shall not be affected,
modified or impaired upon the happening from time to time of any event, including
without limitation (x) the waiver, surrender, compromise, settlement, release,
termination or modification of any or all of the obligations, covenants or
agreements of the Company hereunder or under the Securities, provided however, that
notwithstanding the foregoing, no such waiver, surrender, compromise, settlement,
release, termination or modification shall, without the consent of such Person,
increase the principal amount of such securities, or increase the interest rate
thereon, or increase any premium payable upon redemption thereof, or alter the
stated maturity thereof; (y) the bankruptcy or insolvency of the Company; and (z) to
the extent permitted by law, the release or discharge by operation of law of the
Company from the performance or observance of any obligation, covenant or agreement
contained herein or in the Securities; and




     (ii) such Person covenants to be bound by each and every obligation of the
Company contained herein or in the Securities, including without limitation the
obligation to pay Additional Amounts with respect to any payment made under the
guarantee, and to be subject to each Event of Default specified In Section 5.01
hereof or in any Securities and to each default which, after notice or the lapse of
time or both, would become an Event of Default, as though in each case, each
reference to the Company in connection with such obligations or Events of Default
were to such Person, provided, however, that the reference to specific statutes in
the Events of Default set forth in Sections 5.01(4), 5.01(5) and 5.01(6) shall be
modified to reflect the laws of the jurisdiction of incorporation of such Person and
such Events of Default shall be governed by and construed in accordance with the
laws of the jurisdiction of incorporation of Person; and




     (b) the Trustee shall have received an Opinion of Counsel (which may be an employee of
such Person), in form and substance reasonably satisfactory to the Trustee to the effect
that (i) such guarantee is the valid, binding and enforceable obligation of such Person;
(ii) no registration of the guarantee under the Securities Act, and no registration of the
Company or such Person under the Investment Company Act, is required in connection with the
guarantee made by such Person (or if registration under the Securities Act is required a
registration statement relating thereto shall have been declared effective by the
Commission); and (iii) the Indenture, as supplemented by such supplemental indenture,
conforms to the requirements of the Trust Indenture Act;




     (2) immediately prior to and after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company as a result of



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such transaction as having been incurred by the Company at the time of such
transaction, no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be continuing;




     (3) the Person formed by such consolidation or into which the Company is merged or to
whom the Company has conveyed, transferred or leased its properties or assets (if such
Person is organized and validly existing under the laws of a jurisdiction other than the
United States, any State thereof, or the District of Columbia, or Brazil) agrees to
indemnify the Trustee and the Holder of each Security against (i) any tax, assessment or
governmental charge imposed on the Trustee and any such Holder or required to be withheld or
deducted from any payment to the Trustee and such Holder as a consequence of such
consolidation, merger, conveyance, transfer or lease; and (ii) any costs or expenses of the
act of such consolidation, merger, conveyance, transfer or lease; and




     (4) the Company (and, in the case of a guarantee made in accordance with this Section
8.01, such Person) has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if
a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.



Section 8.02. Successor Substituted.




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




ARTICLE NINE




SUPPLEMENTAL INDENTURES SECTION




Section 9.01. Supplemental Indentures Without Consent of Holders.




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





     (1) to evidence the succession of another Person to the Company and the assumption by
any such successor of the covenants of the Company herein and in the Securities, to evidence
the full and unconditional guarantee by another Person, as



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provided in Section 8.01 hereof, or to add another Company to this Indenture for future
issuances; or




     (2) to add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being included solely for
the benefit of such series) or to surrender any right or power herein conferred upon the
Company; or




     (3) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such additional Events of Default are to be for the benefit
of less than all series of Securities, stating that such additional Events of Default are
expressly being included solely for the benefit of such series); or




     (4) to add to or change any of the provisions of this Indenture to permit or facilitate
the issuance of Securities in uncertificated form, in bearer form or in global bearer form,
provided that any such action shall not adversely affect the Interest of the Holders of
Securities of any series in any material respect; or




     (5) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities, provided that any such addition, change or elimination
(i) shall neither (A) apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision nor (B) modify the
rights of the Holder of any such Security with respect to such provision or (ii) shall
become effective only when there is no such Security Outstanding; or




     (6) to establish the form or terms of Securities of any series, each as permitted by
Sections 2.01 and 3.01; or




     (7) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.11(2); or




     (8) to reduce the conversion price of the Securities of any series other than pursuant
to this Indenture; or




     (9) (i) to cure any ambiguity, to correct or supplement any provision herein which may
be inconsistent with any other provision herein, or (ii) to amend, supplement or make any
other provisions with respect to matters or questions arising under this Indenture, provided
that such action pursuant to this Clause (9) shall not adversely affect the interests of the
Holders of Securities of any series in any material respect.



Section 9.02. Supplemental Indentures with Consent of Holders.




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





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Holders delivered to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,





     (1) change the Stated Maturity of the principal of or any installment of principal of
or interest or premium on any Security or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or change any
obligation of the Company to pay Additional Amounts pursuant to Section 10.04 (except as
contemplated by Section 8.01(1) and permitted by Section 9.01(1)), or reduce the amount of
the principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or the coin or
currency in which, any Security or any premium or interest thereon is payable, or modify or
affect in any manner adverse to the interests of the Holders of Securities of any series the
conversion or exchange rights of such Securities, 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 of any such right of conversion or
exchange, or




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




     (3) change any obligation of the Company 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, Section 5.13 or Section 10.07, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby; provided, however, that this Clause shall not be deemed to
require the consent of any Holder of a Security with respect to changes in the references to
“the Trustee” and concomitant changes in this Section and Section 10.07, or the deletion of
this proviso, in accordance with the requirements of Sections 6.11(2) and 9.01(7), or


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




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




Section 9.03. Execution of Supplemental Indentures.




          In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and that all conditions
precedent herein and in the Securities to such execution have been satisfied. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise.




Section 9.04. Effect of Supplemental Indentures.




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




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.




Section 9.06. Reference in Securities to Supplemental Indentures.




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




ARTICLE TEN




COVENANTS




Section 10.01. Payment of Principal, Premium and Interest.




          The Company covenants and agrees for the benefit of Holders of each series of Securities that
it will duly and punctually pay the principal of and any premium and interest on the Securities of
that series in accordance with the terms of the Securities (including the currency in which such
series of Securities is payable) and this Indenture.




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          Prior to 3:00 p.m., New York City time, on the Business Day preceding any payment date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay such principal, premium, interest and Additional Amounts, if any, payable on such
payment date.




Section 10.02. Maintenance of Office or Agency.




          If Securities of a series are issuable only as Global Securities, the Company will maintain in
each Place of Payment for such series an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for
registration of transfer, exchange or conversion and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be served. The Company
shall also maintain, with respect to such series of Securities, such an office or agency in any
place required by any exchange, if any, on which such series of Securities is listed.




          The Company will give prompt written notice to the Trustee of the location, and any change in
the location, of any such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Trustee, and the Company hereby appoints the same as its agent to receive all respective
presentations, surrenders, notices and demands.




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




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




          If the Company shall at any time act as its own Paying Agent with respect to any series of
Securities, it will, on or before each due date of the principal of or any premium or interest on
any of the Securities of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.




          Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure to act.




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          The Company will cause each Paying Agent for any series of Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the Securities of that series)
in the making of any payment in respect of the Securities of that series, and upon the written
request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent
for payment in respect of the Securities of that series.




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




          Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of or any premium or interest on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest has become due and
payable shall be paid to the Company on its Order, or (if then held by the Company) shall be
discharged from such trust and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.




Section 10.04. Additional Amounts.




          Unless otherwise specified in any Board Resolution of the Company or indenture supplemental
hereto establishing the terms of Securities of a series in accordance with Section 3.01, if any
deduction or withholding for any present or future taxes, assessments or other governmental charges
of Brazil (or any political subdivision or taxing authority thereof or therein) shall at any time
be required by Brazil (or any such political subdivision or taxing authority) in respect of any
amounts to be paid by the Company of principal of or interest on a Security of any series, the
Company will pay to the Holder of a Security of such series such additional amounts as may be
necessary in order that the net amounts paid to such Holder of such Security who, with respect to
any such tax, assessment or other governmental charge, is not resident in Brazil, after such
deduction or withholding, shall be not less than the amounts specified in such Security to which
such Holder is entitled (“Additional Amounts”); provided, however, that the Company shall not be
required to make any payment of Additional Amounts for or on account of:





     (1) any tax, assessment or other governmental charge which would not have been imposed
but for (i) the existence of any present or former connection between such Holder or the
beneficial owner of the Security of such series (or between a fiduciary, settler,
beneficiary, member or shareholder of, or possessor of a power over, such Holder or
beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or
corporation) and Brazil or any political subdivision or territory or possession thereof or



74









 






area subject to its jurisdiction other than the mere holding of a Security or receipt
of payment in respect thereto, including, without limitation, such Holder or beneficial
owner (or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or
having been a citizen or resident thereof or being or having been present or engaged in
trade or business therein or having or having had a permanent establishment therein or (ii)
the presentation of a Security of such series (where presentation is required) for payment
on a date more than 30 days after the date on which such payment became due and payable or
the date on which payment thereof is duly provided for, whichever occurs later;




     (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;




     (3) any amount required to be deducted or withheld by any Paying Agent from a payment
on or in respect of the Security, if such payment can be made without such deduction or
withholding by any other Paying Agent and we duly provide for such other Paying Agent to
make such payment;




     (4) withholding for any taxes, duties, assessments or other governmental charges that
are payable otherwise than by deduction or withholding from payments on the Security;




     (5) any tax, assessment or other governmental charge that is imposed or withheld by
reason of the failure to comply by the Holder or the beneficial owner of the Security of
such series with a request of the Company addressed to the Holder (i) to provide information
concerning the nationality, residence or identity of the Holder or such beneficial owner or
(ii) to make any declaration or other similar claim or satisfy any information or reporting
requirements, which, in the case of (i) or (ii), is required or imposed by a statute,
treaty, regulation or administrative practice of Brazil as a precondition to exemption from
all or part of such tax, assessment or other governmental charge;




     (6) where any Additional Amounts are imposed on a payment on the Notes to an individual
and is required to be made pursuant to any European Union directive on the taxation of
savings income relating to the directive approved by the European Parliament on March 14,
2002 or otherwise implementing the conclusions of the Economic and Financial Council of
Ministers of the member states of the European Union (ECOFIN) Council meeting of 26 and 27
November 2000 or any law implementing or complying with, or introduced in order to conform
to, any such Directive; or




     (7) any combination of items (1), (2), (3), (4), (5) and (6) above;


nor shall Additional Amounts be paid with respect to any payment the principal of, or any interest
on, any Security of such series to any Holder or beneficial owner who is a fiduciary or partnership
or other than the sole beneficial owner of such payment to the extent such payment would be
required by the laws of Brazil (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to




75









 







such fiduciary or a member of such partnership or a beneficial owner who would not have been
entitled to such Additional Amounts had it been the Holder or beneficial owner, as the case may be,
of such Security. Subject to the foregoing provisions, whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or interest on, or in
respect of, any Security of any series or the net proceeds received on the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.




          If the terms of the Securities of a series established as contemplated by Section 3.01 do not
specify that Additional Amounts pursuant to the Section will not be payable by the Company, at
least ten days prior to the first Interest Payment Date with respect to that series of Securities
(or if the Securities of that series will not bear interest on or prior to Maturity, the first day
on which a payment of principal and any premium is made), and at least ten days prior to each date
of payment of principal and any premium or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the
Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with
an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether
such payment of principal of and any premium or interest on the Securities of that series shall be
made to Holders of Securities of that series without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of that series. If any such
withholding shall be required, then such Officer’s Certificate shall specify the amount, if any,
required to be withheld on such payments to such Holders of Securities and the Company will pay to
the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section.
The Company covenants to indemnify each of the Trustee and any Paying Agent for, and to hold each
of them harmless against, any reasonable loss, liability or expense arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished
pursuant to this Section, except to the extent that any such loss, liability or expense is due to
its own negligence or bad faith.




Section 10.05. Statement by Officers as to Default and Notices of Events of Default.




          The Company (and each other obligor on the Securities of any series) will deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company ending after the date
hereof (which, unless the Trustee is notified otherwise, shall be December 31), an Officer’s
Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice provided hereunder) and,
if the Company (or any such obligor) shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. Within 15 days (or promptly with
respect to Events of Default pursuant to Sections 5.01(5), 5.01(6) and 5.01(7) hereunder) after the
Company becomes aware or should reasonably become aware of the occurrence of an Event of Default
pursuant to Section 5.01 hereunder, the Company shall provide notice to the Trustee





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of such occurrence, accompanied by an Officer’s Certificate of the Company setting forth the
details thereof.




Section 10.06. Existence.




          Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (by-laws (estatuto social) and
statutory) and franchises; provided, however, that the Company shall not be required to preserve
any such right or franchise if its Board of Directors shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company, and that the loss thereof is
not disadvantageous in any material respect to the Holders.




Section 10.07. Waiver of Certain Covenants.




          Except as otherwise specified as contemplated by Section 3.01 for Securities of such series,
the Company may, with respect to the Securities of any series, omit in any particular instance to
comply with any term, provision or condition set forth in any covenant provided pursuant to Section
3.01(23), 9.01(2) or 9.01(6) for the benefit of the Holders of Securities of such series or any
term, provision or condition set forth in an indenture supplemental hereto, if before the time for
such compliance the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.




ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 11.01. Applicability of Article.




          Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01
for Securities of any series) in accordance with this Article.




Section 11.02. Election to Redeem; Notice to Trustee.




          The election of the Company to redeem any Securities of any series or issuance shall be
evidenced by a Board Resolution. In case of any redemption at the election of the Company of all
or less than all the Securities of any series (including any such redemption affecting only a
single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be reasonably satisfactory to the Trustee), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any
redemption of Securities (i) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture or (ii)





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pursuant to an election of the Company which is subject to a condition specified in the terms
of the Securities, the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.




Section 11.03. Selection by Trustee of Securities to Be Redeemed.




          If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed or unless such redemption affects only a
single Security), the particular Securities to be redeemed shall be selected less than 61 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by lot or, in the Trustee’s discretion, on a pro rata basis,
provided that the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination which shall not be less than the minimum authorized denomination for such
Security. If less than all of the Securities of such series and of a specified tenor are to be
redeemed (unless such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected less than 30 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called for redemption in
accordance with the preceding sentence, and the Trustee shall promptly notify the Company in
writing of the Securities selected for redemption and, in the case of any Securities selected for
partial redemption, the principal amounts thereof to be redeemed.




          The provisions of the preceding paragraph shall not apply with respect to any redemption
affecting only a single Security, whether such Security is to be redeemed in whole or in part. In
the case of any such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.




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




Section 11.04. Notice of Redemption.




          Notice of redemption shall be given in the manner provided in Section 1.06 to each Holder of
Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date.




          All notices of redemption shall state:





     (1) the Redemption Date,




     (2) the Redemption Price, plus accrued interest and Additional Amounts, if any,




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



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redeemed and if less than all the Outstanding Securities of any series consisting of a
single Security are to be redeemed, the principal amount of the particular Security to be
redeemed,




     (4) that on the Redemption Date the Redemption Price, plus accrued interest, if any,
will become due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,




     (5) the place or places where each such Security is to be surrendered for payment of
the Redemption Price, plus accrued interest and Additional Amounts, if any,




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




     (7) the current conversion price and the date on which the right to convert such
Securities or portions thereof will expire, and




     (8) the CUSIP number or numbers, if any, with respect to such Securities.



          A notice of redemption published as contemplated by Section 1.06 need not identify particular
Global Securities to be redeemed.




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




Section 11.05. Deposit of Redemption Price.




          Prior to 3:00 p.m., New York City time, on the Business Day preceding any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed (other than those
theretofore surrendered for conversion) 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, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest to the Redemption Date; provided however,
that unless otherwise specified as contemplated by Section 3.01, installments of interest on
Registered 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 Record Dates according to their terms and the provisions of
Section 3.07.




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




Section 11.07. Securities Redeemed in Part.




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




Section 11.08. Optional Redemption Due to Changes in Tax Treatment.




          Unless otherwise specified in a Board Resolution or indenture supplemental hereto, each series
of Securities contained in one or more particular issues may be redeemed at the option of the
Company, in whole but not in part, at any time (except in the case of Securities that have a
variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption
Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption
(except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the
Redemption Price specified by the terms of such series of Securities) if as a result of any change
in or amendment to the laws or any regulations or rulings promulgated thereunder of the
jurisdiction (or of any political subdivision or taxing authority thereof or therein) in which the
Company is incorporated (or, in the case of a successor Person to the Company, of the jurisdiction
in which such successor Person is organized or any political subdivision or taxing authority
thereof or therein) or any change in the official application or interpretation of such laws,
regulations or rulings, or any change in the official application or interpretation of, or any
execution of or amendment to, any treaty or treaties affecting taxation to which such jurisdiction
or such political subdivision or taxing authority (or such other jurisdiction or political
subdivision or taxing authority) is a party, which change, execution or amendment becomes effective
on or after the date specified for such series pursuant to the terms of the Security or Section
3.01(10) (or in the case of a successor Person to the Company, the date on which such successor
Person became such pursuant to Sections 8.01 and 8.02).




ARTICLE TWELVE




SINKING FUNDS




Section 12.01. Applicability of Article.




          The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities
of such series.




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          The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities, 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 series as provided for by the
terms of such Securities.




Section 12.02. Satisfaction of Sinking Fund Payments with Securities.




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




Section 12.03. Redemption of Securities for Sinking Fund.




          Not less than 60 days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 12.02
and will also deliver to the Trustee any Securities to be so delivered. Not less than 50 days
prior to each such sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of
the redemption thereof to be given in the name of and at the expenses of the Company 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.




ARTICLE THIRTEEN




MEETINGS OF HOLDERS OF SECURITIES




Section 13.01. Purposes for Which Meetings May Be Called.




          A meeting of Holders of Securities of a series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.




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Section 13.02. Call, Notice and Place of Meetings.




          (1) The Trustee may at any time call a meeting of Holders of Securities of any series for any
purpose specified in Section 13.01, to be held at such time and at such place in the Borough of
Manhattan, The City of New York as the Trustee shall determine. Notice of every meeting of Holders
of Securities of any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the manner provided in
Section 1.06, not less than 21 nor more than 180 days prior to the date fixed for the meeting.




          (2) In case at any time the Company, pursuant to a Board Resolution, or the Holders of at
least 10% in principal amount of the Outstanding Securities of any series shall have requested the
Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in
Section 13.01, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication of the notice of
such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of Securities of such
series in the amount specified above, as the case may be, may determine the time and the place in
the Borough of Manhattan, The City of New York for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (1) of this Section.




Section 13.03. Persons Entitled to Vote at Meetings.




          To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall
be (i) a Holder on a record date established pursuant to Section 1.04(3) of one or more Outstanding
Securities of such series, or (ii) a Person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders.
The only Persons who shall be entitled to be present or to speak at any meeting of Holders of
Securities of any series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of the Company and its
counsel.




Section 13.04. Quorum; Action.




          The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a
series shall constitute a quorum for a meeting of Holders of Securities of such series. In the
absence of a quorum within 15 minutes (or such longer period not exceeding 30 minutes as the
chairman may decide) of the time appointed for any such meeting, the meeting shall if convened upon
the requisition of Holders be dissolved. In any other case it shall stand adjourned to the same
day in the next week (or if such day is not a business day the next succeeding business day) at the
same time and place. If within 15 minutes (or such longer period not exceeding 30 minutes as the
chairman may decide) after the time appointed for any adjourned meeting a quorum is not present for
the transaction of any particular business, then, subject and without prejudice to the transaction
of the business (if any) for which a quorum is present, the chairman may either (with the approval
of the Trustee) dissolve such meeting or adjourn the same for such period, being not less than ten
calendar days (but without any





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maximum number of calendar days), and to such place as may be appointed by the chairman either
at or subsequent to such adjourned meeting and approved by the Trustee, and the provisions of this
sentence shall apply to all further adjourned such meetings.




          Notice of the reconvening of any adjourned meeting shall be given as provided in Section
13.02(1), except that such notice need be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice of a reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.




          Any resolution passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with this Section shall be binding on all the Holders of Securities of such
series, whether or not presented or represented at the meeting. However, for the avoidance of
doubt, no actions taken at such meeting shall be binding on all Holders of Securities unless such
actions were approved by the minimum percentage in principal amount of the Outstanding Securities
of the series as required elsewhere in this Indenture or under the Trust Indenture Act with respect
to such actions.




Section 13.05. Determination of Voting Rights; Conduct and Adjournment of Meetings.




          (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a
series in regard to proof of the holding of Securities of such series and the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the
manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner
specified in Section 1.04. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the proof specified in
Section 1.04 or other proof.




          (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 13.02(2), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting.




          (3) At any meeting each Holder of a Security of such series or proxy shall be entitled to one
vote for each $1,000 principal amount of the Outstanding Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to
be not Outstanding. The chairman of the meeting shall have no right to vote, except as a Holder of
a Security of such series or proxy.




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          (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 13.02
at which a quorum is present may be adjourned from time to time by Persons entitled to vote a
majority in principal amount of the Outstanding Securities of such series represented at the
meeting, and the meeting may be held as so adjourned without further notice.




Section 13.06. Counting Votes and Recording Action of Meetings.




          The vote upon any resolution submitted to any meeting of Holders of Securities of any series
shall be by written ballots on which shall be subscribed the signatures of the Holders of
Securities of such series or of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A record, at least
in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be
prepared by the secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 13.02 and, if applicable, Section 13.04.
Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.




ARTICLE FOURTEEN




DEFEASANCE AND COVENANT DEFEASANCE




Section 14.01. Company’s Option to Effect Defeasance or Covenant Defeasance.




          The Company may elect, at its option at any time, to have Section 14.02 or Section 14.03
applied to any Securities or any series of Securities designated pursuant to Section 3.01 as being
defeasible pursuant to such Section 14.02 or 14.03, in accordance with any applicable requirements
provided pursuant to Section 3.01 and upon compliance with the conditions set forth below in this
Article. Any such election shall be evidenced by a Board Resolution or in another manner specified
as contemplated by Section 3.01 for such Securities.




Section 14.02. Defeasance and Discharge.




          Upon the Company’s exercise of its option to have this Section applied to any Securities or
any series of Securities, as the case may be, the Company shall be deemed to have been discharged
from its obligations with respect to such Securities or series of Securities as provided in this
Section on and after the date the conditions set forth in Section 14.04 are satisfied (hereinafter
called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to
have paid and discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this





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Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to the following which
shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 14.04 and as more fully set
forth in such Section, payments in respect of the principal of and any premium and interest on such
Securities when payments are due, (ii) the Company’s obligations with respect to such Securities
under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (iv) this Article Fourteen. Subject to compliance with
this Article, the Company may exercise its option to have this Section 14.02 applied to any
Securities notwithstanding the prior exercise of its option to have Section 14.03 applied to such
Securities.




Section 14.03. Covenant Defeasance.




          Upon the Company’s exercise of its option to have this Section applied to any Securities or
any series of Securities, as the case maybe, (i) the Company shall be released from any covenants
provided pursuant to Section 3.01(23), 9.01(2) or 9.0l(7) for the benefit of the Holders of such
Securities, and (ii) the occurrence of any event specified in Sections 5.01(3) and 5.01(8) shall be
deemed not to be or result in an Event of Default, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in Section 14.04 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance
means that, with respect to such Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such specified Section
(to the extent so specified in the case of Section 5.01(3)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any reference in any
such Section to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.




Section 14.04. Conditions to Defeasance or Covenant Defeasance.




          The following shall be the conditions to the application of Section 14.02 or Section 14.03 to
any Securities or any series of Securities, as the case may be:





     (1) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of
such Securities, (i) money in an amount, or (ii) U.S. Government Obligations which through
the scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment, money in an
amount, or (iii) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which shall be
applied by the Trustee to pay and discharge, the principal of and any premium, interest and
Additional Amounts on such Securities on the respective Stated Maturities, in accordance
with the terms of this Indenture and such Securities. As used herein, “U.S. Government
Obligation” means (x) any security which is (A) a direct obligation of the United States of
America for the payment of which the full faith and credit of the United



85









 






States of America is pledged or (B) an obligation of a Person controlled or supervised
by and acting as any agency or instrumentality of the United States of America the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (A) or (B), is not callable or redeemable at the
option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government
Obligation which is specified in Clause (x) above and held by such bank for the account of
the holder of such depositary receipt, or with respect to any specific payment of principal
of or interest on any U.S. Government Obligation which is so specified and held, provided
that (except as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment of principle
or interest evidenced by such depositary receipt.




     (2) In the event of any election to have Section 14.02 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of this
instrument, there has been a change in the applicable U.S. Federal income tax law, in either
case (i) or (ii) to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Securities will not recognize gain or loss for U.S. Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would be the case if such deposit, Defeasance and discharge
were not to occur.




     (3) In the event of an election to have Section 14.03 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain
or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance
to the effected with respect to such Security and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case if such
deposit and Covenant Defeasance were not to occur.




     (4) The Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that neither such Securities nor any other Securities of the same series, if then listed on
any securities exchange, will be delisted as a result of such deposit.




     (5) No event which is, or after notice or lapse of time both would become, an Event of
Default with respect to such Securities or any other Securities shall have occurred and be
continuing at the time of such deposit or, with regard to any such event specified in
Sections 5.01(4), 5.01(5), 5.01(6) and 5.01(7), at any time on or prior to the day which is
90 days after the date of such deposit (it being understood that this condition shall not be
deemed satisfied until after such day which is 90 days after the date of such deposit).



86









 






     (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities
are in default within the meaning of such Act).




     (7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation
of, or constitute a default under, any other agreement or instrument to which the Company is
a party or by which it is bound.




     (8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from
such deposit constituting an investment company within the meaning of the Investment Company
Act unless such trust shall be registered under such Act or exempt from registration
thereunder.




     (9) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to such
Defeasance or Covenant Defeasance have been complied with.



Section 14.05. Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions.




          Subject to the provisions of the last paragraph of Section 10.03, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to
Section 14.04 in respect of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held in trust need not
be segregated from other funds except to the extent required by law.




          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Government Obligations deposited pursuant to Section 14.04, or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of Outstanding Securities.




          Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Order any money or U.S. Government Obligations held by it as
provided in Section 14.04 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such
Securities.




Section 14.06. Reinstatement.




          If the Trustee or the Paying Agent is unable to apply any money in accordance with this
Article with respect to any Securities by reason of any order of judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the
obligations under this Indenture and such Securities from which the Company has been





87









 







discharged or released pursuant to Section 14.02 or 14.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such Securities in
accordance with this Article; provided, however, that if the Company makes any payment of principal
of or any premium or interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.




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




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




	 	 	 	 	 	 	 
	 	 	PETRÓLEO BRASILEIRO S.A. — PETROBRAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Almir Guilherme Barbassa	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Almir Guilherme Barbassa	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ John T. Needham, Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Name: John T. Needham, Jr.	 	 
	 	 	Title: Vice President	 	 






88









 






	 	 	 
	 

	 	ANNEX A — Form of
	 

	 	Regulation S Certificate






REGULATION S CERTIFICATE




(For transfers pursuant to (S)(S) 3.05(c)(i) and (iii)

of this Indenture)




THE BANK OF NEW YORK

101 Barclay Street, 4E

New York, New York 10286

Attn: Global Trust Services — Americas




          Re: [.%] Notes due [  ] of Petróleo Brasileiro S.A. — Petrobras (the “Securities”)




     Reference is made to the Indenture, dated as of ., 2002 (the “Indenture”), between Petróleo
Brasileiro S.A. — Petrobras (the “Company”) and The Bank of New York, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933 (the “Securities Act”) are used herein as so defined.



          This certificate relates to [$                    ] principal amount of Securities, which are
evidenced by the following certificate(s) (the “Specified Securities”):




          [CUSIP No(s).                                        ]




          [COMMON CODE No(s).                                        ]




          ISIN No(s).                                        




          CERTIFICATE No(s).                                        



The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies
that either (i) it is the sole beneficial owner of the Specified Securities, (ii) it is acting on
behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to
do so or (iii) it is the Holder of a Global Security and has received a certification to the effect
set forth below. Such beneficial owner or owners are referred to herein collectively as the
“Owner”. If the Specified Securities are not represented by a Global Security, they are registered
in the name of the Undersigned, as or on behalf of the Owner.




          The Owner has requested that the Specified Securities be transferred to a person (the
“Transferee”) who will take delivery in the form of a Regulation S Security. In connection with
such transfer, the Owner hereby certifies or has certified that, unless such transfer is being
effected pursuant to an effective registration statement under the Securities Act, it is being
effected in accordance with Rule 904 of Regulation S or Rule 144 under the Securities Act and with
all applicable securities laws of the states of the United States and other jurisdictions.
Accordingly, the Owner hereby further certifies or has certified as follows:





	 	(1)	 	Rule 904 Transfers. If the transfer is being effected in accordance with Rule
904 of Regulation S:




A-1









 












	 	(A)	 	the Owner is not a distributor of the Securities, an affiliate
of the Company or any such distributor or a person acting on behalf of any of
the foregoing;
	 
	 	(B)	 	the offer of the Specified Securities was not made to a person
in the United States or for the account or benefit of a U.S. Person;
	 
	 	(C)	 	either






     (i) at the time the buy order was originated, the Transferee was outside the
United States or the Owner and any person acting on its behalf reasonably believed
that the Transferee was outside the United States, or




     (ii) the transaction is being executed in, on or through the facilities of the
Eurobond market, as regulated by the International Securities Market Association or
another designated offshore securities market and neither the Owner nor any person
acting on its behalf knows that the transaction has been prearranged with a buyer in
the United States;




	 	(D)	 	no directed selling efforts have been made in the United States
by or on behalf of the Owner or any affiliate thereof;
	 
	 	(E)	 	if the Owner is a dealer in securities or has received a
selling concession, fee or other remuneration in respect of the Specified
Securities, and the transfer is to occur during the Restricted Period, then the
requirements of Rule 904(c)(1) have been satisfied; and
	 
	 	(F)	 	the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act





     (2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:




	 	(A)	 	the transfer is occurring after [insert date one year from date
of issuance] and is being effected in accordance with the applicable amount,
manner of sale and notice requirements of Rule 144; or
	 
	 	(B)	 	the transfer is occurring after [insert two years from date of
issuance] and the Owner is not, and during the preceding three months has not
been, an affiliate of the Company.




A-2









 










This certificate and the statements contained herein are made for your benefit and the benefit of
the Company and the Purchasers.




Dated:                                        





(Print the name of the Undersigned, as such term is

defined in the second paragraph of this certificate.)




By:




  Name:

  Title:




(if the Undersigned is a corporation, partnership or

fiduciary, the title of the person signing on behalf

of the Undersigned must be stated.)



A-3









 





	 	 	 
	 

	 	ANNEX B — Form of
	 

	 	Restricted Securities Certificate






RESTRICTED SECURITIES CERTIFICATE




(For transfers pursuant to ss. 3.05(c)(ii),

(iii), (iv) and (v) of this Indenture)




The Bank of New York

[Address of trustee]




Attn: [  ]




          Re: [.%] Notes due [  ] of Petróleo Brasileiro S.A. — Petrobras (the “Securities”)




          Reference is made to the Indenture, dated as of [ ](the “Indenture”), between Petróleo
Brasileiro S.A. — Petrobras (the “Company”) and The Bank of New York, as Trustee. Terms used
herein and defined in the Indenture or in Relation S or Rule 144 under the U.S. Securities Act of
1933 (the “Securities Act”) are used herein as so defined.




          This certificate relates to [$                    ] principal amount of Securities, which are
evidenced by the following certificate(s) (the “Specified Securities”):




          [CUSIP No(s).                                                 
           ]




          [COMMON CODE No(s).                                        ]




          ISIN No(s).                                                            




          CERTIFICATE No(s).                                                   
         



The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies
that either (i) it is the sole beneficial owner of the Specified Securities, (ii) it is acting on
behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to
do so or (iii) it is the Holder of a Global Security and has received a certification to the effect
set forth below. Such beneficial owner or owners are referred to herein collectively as the
“Owner”. If the Specified Securities are not represented by a Global Security, they are registered
in the name of the Undersigned, as or on behalf of the Owner.




          The Owner has requested that the Specified Securities be transferred to a person (the
“Transferee”) who will take delivery in the form of a Restricted Security. In connection with such
transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected
pursuant to an effective registration statement under the Securities Act, it is being effected in
accordance with Rule l44A or Rule 144 under the Securities Act and all applicable securities laws
of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further
certifies or has certified that:





	 	(1)	 	Rule 144A Transfers. If the transfer is being effected in accordance with Rule
144A:




B-1









 












	 	(A)	 	the Specified Securities are being transferred to a person that
the Owner and any person acting on its behalf reasonably believe is a
“qualified institutional buyer” within the meaning of Rule 144A, acquiring for
its own account or for the account of a qualified institutional buyer; and
	 
	 	(B)	 	the Owner and any person acting on its behalf have taken
reasonable steps to ensure that the Transferee is aware that the Owner may be
relying on Rule l44A in connection with the transfer.





     (2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:




	 	(A)	 	the transfer is occurring after [insert date one year after
initial date of issuance] and is being effected in accordance with the
applicable amount, manner of sale and notice requirements of Rule 144; or
	 
	 	(B)	 	the transfer is occurring after [insert date two years after
initial date of issuance] and the Owner is not, and during the preceding three
months has not been, an affiliate of the Company.





          This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Purchasers.




Dated:                                        





(Print the name of the Undersigned, as such term is

defined in the second paragraph of this certificate.)




By:




  Name:

  Title:




(if the Undersigned is a corporation, partnership or

fiduciary, the title of the person signing on behalf

of the Undersigned must be stated.)



B-2









 





	 	 	 
	 

	 	ANNEX C — Form of Unrestricted
	 

	 	Securities Certificate






UNRESTRICTED SECURITIES CERTIFICATE




(For removal of Securities Act legends pursuant to (S) 3.05(d))




The Bank of New York

[Address of trustee]




Attn: [  ]




          Re: [.%] Notes due . of Petróleo Brasileiro S.A. — Petrobras (the “Securities”)




          Reference is made to the Indenture, dated as of [ ] (the “Indenture”), between Petróleo
Brasileiro S.A. — Petrobras (the “Company”) and The Bank of New York, as Trustee. Terms used
herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933 (the “Securities Act”) are used herein as so defined.




          This certificate relates to [$                    ] principal amount of Securities, which are
evidenced by the following certificate(s) (the “Specified Securities”):




          [CUSIP No(s).                                                   
         ]




          [COMMON CODE No(s).                                        ]




          ISIN No(s).                                                            




          CERTIFICATE No(s).                                        



The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies
that either (i) it is the sole beneficial owner of the Specified Securities, (ii) it is acting on
behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to
do so or (iii) it is the Holder of a Global Security and has received a certification to the effect
set forth below. Such beneficial owner or owners are referred to herein collectively as the
“Owner”. If the Specified Securities are not represented by a Global Security, they are registered
in the name of the Undersigned, as or on behalf of the Owner.




          The Owner has requested that the Specified Securities be exchanged for Securities bearing no
Securities Act legend pursuant to Section 3.05(4) of the Indenture. In connection with such
exchange, the Owner hereby certifies or has certified that the exchange is occurring after [insert
applicable date] and the Owner is not, and during the preceding three months has not been, an
affiliate of the Company. The Owner also acknowledges or has acknowledged that any future
transfers of the Specified Securities must comply with all applicable securities laws of the states
of the United States and other jurisdictions.




          This certificate and the statements contained herein we made for your benefit and the benefit
of the Company and the Purchasers.




C-1









 








          Dated:                                        





(Print the name of the Undersigned, as such term is

defined in the second paragraph of this certificate.)




By:




  Name:

  Title:




(If the Undersigned is a corporation, partnership or
fiduciary, the title of the person signing on behalf
of the Undersigned must be stated.)




C-2