Exhibit 4.1




 





 


NOVA
CHEMICALS CORPORATION


 


as
Issuer


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


 


as
Trustee


	
   

  	
   

  	
   

  



 


INDENTURE


 


Dated
as of October 16, 2009


	
   

  	
   

  	
   

  





 





 

















 


CROSS-REFERENCE TABLE


 


Reconciliation and tie between Trust Indenture Act


of 1939 and Indenture, dated as of October 16, 2009


 


	
  TIA

  	
   

  	
   

  	
   

  	
  Indenture

  	
   

  
	
  Section

  	
   

  	
   

  	
   

  	
  Section

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 310

  	
   

  	
  (all)

  	
   

  	
  112

  	
   

  
	
   

  	
   

  	
  (a)(1)

  	
   

  	
  608

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  605, 609

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 311

  	
   

  	
  (all)

  	
   

  	
  605

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 312

  	
   

  	
  (all)

  	
   

  	
  701

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  701

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 313

  	
   

  	
  (a)

  	
   

  	
  702

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  602

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  602, 702, 703

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 314

  	
   

  	
  (a)(1)-(3)

  	
   

  	
  703

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 315

  	
   

  	
  (a)

  	
   

  	
  303, 603

  	
   

  
	
   

  	
   

  	
  (b)

  	
   

  	
  303, 603

  	
   

  
	
   

  	
   

  	
  (c)

  	
   

  	
  303, 603

  	
   

  
	
   

  	
   

  	
  (d)

  	
   

  	
  303, 603

  	
   

  
	
   

  	
   

  	
  (e)

  	
   

  	
  609

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 316

  	
   

  	
  (c)

  	
   

  	
  104

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  § 318

  	
   

  	
  (c)

  	
   

  	
  112

  	
   

  



 


	
  Note:

  	
   

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

  



 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE ONE

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFINITIONS AND OTHER PROVISIONS

  	
   

  
	
  OF GENERAL APPLICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 101.

  	
  Definitions

  	
  1

  
	
  SECTION 102.

  	
  Compliance Certificates
  and Opinions

  	
  14

  
	
  SECTION 103.

  	
  Form of Documents
  Delivered to Trustee

  	
  15

  
	
  SECTION 104.

  	
  Acts of Holders

  	
  15

  
	
  SECTION 105.

  	
  Notices, Etc. to Trustee
  and Company

  	
  16

  
	
  SECTION 106.

  	
  Notice to Holders; Waiver

  	
  17

  
	
  SECTION 107.

  	
  Effect of Headings and
  Table of Contents

  	
  17

  
	
  SECTION 108.

  	
  Successors and Assigns

  	
  17

  
	
  SECTION 109.

  	
  Separability Clause

  	
  18

  
	
  SECTION 110.

  	
  Benefits of Indenture

  	
  18

  
	
  SECTION 111.

  	
  Governing Law

  	
  18

  
	
  SECTION 112.

  	
  Conflict with Trust
  Indenture Act

  	
  18

  
	
  SECTION 113.

  	
  Legal Holidays

  	
  18

  
	
  SECTION 114.

  	
  Conversion of Currency

  	
  18

  
	
  SECTION 115.

  	
  Appointment of Agent for
  Service

  	
  20

  
	
  SECTION 116.

  	
  Additional Interest

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWO

  	
   

  
	
   

  	
   

  	
   

  
	
  SECURITY FORMS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 201.

  	
  Forms Generally

  	
  21

  
	
  SECTION 202.

  	
  Form of Trustee’s
  Certificate of Authentication

  	
  21

  
	
  SECTION 203.

  	
  Securities Issuable in
  Global Form

  	
  22

  
	
  SECTION 204.

  	
  Book-Entry Provisions for
  Global Securities

  	
  22

  
	
  SECTION 205.

  	
  Special Transfer
  Provisions

  	
  24

  
	
  SECTION 206.

  	
  CUSIP Number

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE THREE

  	
   

  
	
   

  	
   

  	
   

  
	
  THE SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 301.

  	
  Amount Unlimited; Issuable
  in Series

  	
  26

  
	
  SECTION 302.

  	
  Denominations

  	
  28

  
	
  SECTION 303.

  	
  Execution, Authentication,
  Delivery and Dating

  	
  29

  
	
  SECTION 304.

  	
  Temporary Securities

  	
  30

  
	
  SECTION 305.

  	
  Registration, Registration
  of Transfer and Exchange

  	
  31

  
	
  SECTION 306.

  	
  Mutilated, Destroyed, Lost
  and Stolen Securities

  	
  32

  



 


i

















 


	
  SECTION 307.

  	
  Payment of Interest;
  Interest Rights Preserved; Optional Interest Reset

  	
  33

  
	
  SECTION 308.

  	
  Optional Extension of
  Maturity

  	
  35

  
	
  SECTION 309.

  	
  Persons Deemed Owners

  	
  36

  
	
  SECTION 310.

  	
  Cancellation

  	
  36

  
	
  SECTION 311.

  	
  Computation of Interest

  	
  36

  
	
  SECTION 312.

  	
  Currency and Manner of
  Payments in Respect of Securities

  	
  37

  
	
  SECTION 313.

  	
  Appointment and
  Resignation of Successor Exchange Rate Agent

  	
  40

  
	
  SECTION 314.

  	
  Registrar and Paying Agent

  	
  40

  
	
  SECTION 315.

  	
  Paying Agent To Hold Money
  in Trust

  	
  41

  
	
  SECTION 316.

  	
  Noteholder Lists

  	
  41

  
	
  SECTION 317.

  	
  Transfer and Exchange

  	
  41

  
	
  SECTION 318.

  	
  Outstanding Securities

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOUR

  	
   

  
	
   

  	
   

  	
   

  
	
  SATISFACTION AND DISCHARGE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 401.

  	
  Satisfaction and Discharge
  of Indenture

  	
  42

  
	
  SECTION 402.

  	
  Application of Trust Money

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE FIVE

  	
   

  
	
   

  	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 501.

  	
  Events of Default

  	
  44

  
	
  SECTION 502.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  45

  
	
  SECTION 503.

  	
  Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
  46

  
	
  SECTION 504.

  	
  Trustee May File
  Proofs of Claim

  	
  47

  
	
  SECTION 505.

  	
  Trustee May Enforce
  Claims Without Possession of Securities

  	
  48

  
	
  SECTION 506.

  	
  Application of Money
  Collected

  	
  48

  
	
  SECTION 507.

  	
  Limitation on Suits

  	
  48

  
	
  SECTION 508.

  	
  Unconditional Right of Holders
  to Receive Principal, Premium and Interest

  	
  49

  
	
  SECTION 509.

  	
  Restoration of Rights and
  Remedies

  	
  49

  
	
  SECTION 510.

  	
  Rights and Remedies
  Cumulative

  	
  49

  
	
  SECTION 511.

  	
  Delay or Omission Not
  Waiver

  	
  49

  
	
  SECTION 512.

  	
  Control by Holders

  	
  50

  
	
  SECTION 513.

  	
  Waiver of Past Defaults

  	
  50

  
	
  SECTION 514.

  	
  Undertaking for Costs

  	
  50

  
	
  SECTION 515.

  	
  Waiver of Stay or
  Extension Laws

  	
  51

  
	
   

  	
   

  	
   

  
	
  ARTICLE SIX

  	
   

  
	
   

  	
   

  	
   

  
	
  THE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 601.

  	
  Certain Duties and
  Responsibilities

  	
  51

  



 


ii

















 


	
  SECTION 602.

  	
  Notice of Defaults

  	
  52

  
	
  SECTION 603.

  	
  Certain Rights of Trustee

  	
  52

  
	
  SECTION 604.

  	
  Trustee Not Responsible
  for Recitals or Issuance of Securities

  	
  53

  
	
  SECTION 605.

  	
  May Hold Securities

  	
  54

  
	
  SECTION 606.

  	
  Money Held in Trust

  	
  54

  
	
  SECTION 607.

  	
  Compensation and
  Reimbursement

  	
  54

  
	
  SECTION 608.

  	
  Corporate Trustee
  Required; Eligibility; Conflicting Interests

  	
  54

  
	
  SECTION 609.

  	
  Resignation and Removal;
  Appointment of Successor

  	
  55

  
	
  SECTION 610.

  	
  Acceptance of Appointment
  by Successor

  	
  56

  
	
  SECTION 611.

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  57

  
	
  SECTION 612.

  	
  Appointment of
  Authenticating Agent

  	
  58

  
	
  SECTION 613.

  	
  Co-Trustee

  	
  59

  
	
   

  	
   

  	
   

  
	
  ARTICLE SEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 701.

  	
  Disclosure of Names and
  Addresses of Holders

  	
  60

  
	
  SECTION 702.

  	
  Reports by Trustee

  	
  60

  
	
  SECTION 703.

  	
  Reports by Company

  	
  60

  
	
   

  	
   

  	
   

  
	
  ARTICLE EIGHT

  	
   

  
	
   

  	
   

  	
   

  
	
  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 801.

  	
  Company
  May Consolidate, Etc., Only on Certain Terms

  	
  61

  
	
  SECTION 802.

  	
  Successor Person
  Substituted

  	
  62

  
	
  SECTION 803.

  	
  Securities To Be Secured
  in Certain Events

  	
  62

  
	
   

  	
   

  	
   

  
	
  ARTICLE NINE

  	
   

  
	
   

  	
   

  	
   

  
	
  SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 901.

  	
  Supplemental Indentures
  without Consent of Holders

  	
  63

  
	
  SECTION 902.

  	
  Supplemental Indentures
  with Consent of Holders

  	
  64

  
	
  SECTION 903.

  	
  Execution of Supplemental
  Indentures

  	
  65

  
	
  SECTION 904.

  	
  Effect of Supplemental
  Indentures

  	
  65

  
	
  SECTION 905.

  	
  Conformity with Trust
  Indenture Act

  	
  65

  
	
  SECTION 906.

  	
  Reference in Securities to
  Supplemental Indenture

  	
  65

  
	
  SECTION 907.

  	
  Notice of Supplemental
  Indentures

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE TEN

  	
   

  
	
   

  	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1001.

  	
  Payment of Principal,
  Premium, if any, and Interest

  	
  66

  
	
  SECTION 1002.

  	
  Maintenance of Office or
  Agency

  	
  66

  
	
  SECTION 1003.

  	
  Money for Securities
  Payments to Be Held in Trust

  	
  66

  



 


iii

















 


	
  SECTION 1004.

  	
  Statement as to Compliance

  	
  68

  
	
  SECTION 1005.

  	
  Corporate Existence

  	
  68

  
	
  SECTION 1006.

  	
  Negative Pledge

  	
  68

  
	
  SECTION 1007.

  	
  Limitation on
  Sale/Leaseback Transactions

  	
  70

  
	
  SECTION 1008.

  	
  Waiver of Certain
  Covenants

  	
  71

  
	
  SECTION 1009.

  	
  Tax Gross-Up Amounts

  	
  71

  
	
  SECTION 1010.

  	
  Change of Control
  Repurchase and Redemption

  	
  73

  
	
   

  	
   

  	
   

  
	
  ARTICLE ELEVEN

  	
   

  
	
   

  	
   

  	
   

  
	
  REDEMPTION OF SECURITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1101.

  	
  Applicability of Article

  	
  75

  
	
  SECTION 1102.

  	
  Election to Redeem; Notice
  to Trustee

  	
  75

  
	
  SECTION 1103.

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
  75

  
	
  SECTION 1104.

  	
  Notice of Redemption

  	
  76

  
	
  SECTION 1105.

  	
  Deposit of Redemption
  Price

  	
  76

  
	
  SECTION 1106.

  	
  Securities Payable on
  Redemption Date

  	
  76

  
	
  SECTION 1107.

  	
  Securities Redeemed in
  Part

  	
  77

  
	
   

  	
   

  	
   

  
	
  ARTICLE TWELVE

  	
   

  
	
   

  	
   

  	
   

  
	
  SINKING FUNDS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1201.

  	
  Applicability of Article

  	
  77

  
	
  SECTION 1202.

  	
  Satisfaction of Sinking
  Fund Payments with Securities

  	
  77

  
	
  SECTION 1203.

  	
  Redemption of Securities
  for Sinking Fund

  	
  78

  
	
   

  	
   

  	
   

  
	
  ARTICLE THIRTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  REPAYMENT AT OPTION OF HOLDERS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1301.

  	
  Applicability of Article

  	
  79

  
	
  SECTION 1302.

  	
  Repayment of Securities

  	
  79

  
	
  SECTION 1303.

  	
  Exercise of Option

  	
  79

  
	
  SECTION 1304.

  	
  When Securities Presented
  for Repayment Become Due and Payable

  	
  80

  
	
  SECTION 1305.

  	
  Securities Repaid in Part

  	
  80

  
	
   

  	
   

  	
   

  
	
  ARTICLE FOURTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1401.

  	
  Company’s Option to Effect
  Defeasance or Covenant Defeasance

  	
  80

  
	
  SECTION 1402.

  	
  Defeasance and Discharge

  	
  81

  
	
  SECTION 1403.

  	
  Covenant Defeasance

  	
  81

  
	
  SECTION 1404.

  	
  Conditions to Defeasance
  or Covenant Defeasance

  	
  81

  
	
  SECTION 1405.

  	
  Deposited Money and
  Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

  	
  83

  



 


iv

















 


	
  ARTICLE FIFTEEN

  	
   

  
	
   

  	
   

  	
   

  
	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1501.

  	
  Exemption from Individual Liability

  	
  84

  



 


	
  EXHIBITS

  	
   

  
	
   

  	
   

  
	
  Exhibit A

  	
  Form of
  2016 Notes

  
	
  Exhibit B

  	
  Form of
  2019 Notes

  
	
  Exhibit C

  	
  Form of
  Private Placement Legend

  
	
  Exhibit D

  	
  Form of
  Regulation S Legend

  
	
  Exhibit E

  	
  Form of
  Global Security Legend

  
	
  Exhibit F

  	
  Form of
  Certificate To Be Delivered in Connection with Transfers Pursuant to
  Regulation S (2016 Notes)

  
	
  Exhibit G

  	
  Form of Certificate
  To Be Delivered in Connection with Transfers Pursuant to Regulation S (2019
  Notes)

  



 


v














 


INDENTURE, dated as of October 16, 2009, between
NOVA Chemicals Corporation, a corporation duly continued and subsisting under
the laws of the Province of New Brunswick (herein called the “Company”), having
its principal executive offices at 1550 Coraopolis Heights Road, Moon Township,
PA 15108, and U.S. Bank National Association, a national banking association
duly organized and existing under the laws of the United States, as Trustee
(herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the “Securities”), to be issued in one or more series as provided in this
Indenture.  The Company is issuing
U.S.$350,000,000 in aggregate principal amount of its 8.375% Senior Notes due
2016 (the “2016 Notes”) and
U.S.$350,000,000 in aggregate principal amount of its 8.625% Senior Notes due
2019 (the “2019 Notes” and, together
with the 2016 Notes, the “Initial Securities”)
hereunder concurrently with its execution and delivery of this Indenture.


 


This Indenture is subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


 


SECTION 101.               Definitions.  For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(1)           the terms defined in
this Article One 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 or by SEC rule or
regulation under the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;


 


(3)           all accounting terms
not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles, and,


 

















 


except
as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in Canada at
the date of such computation; and


 


(4)           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.


 


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


 


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


 


“Additional Interest” has the meaning set
forth in the Registration Rights Agreement or any other registration rights
agreement in connection with the issuance of any Securities.


 


“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 specified in Section
204(a).


 


“Attributable Debt” in respect of a
Sale/Leaseback Transaction means, as at the time of determination, the present
value (discounted at the interest rate set forth or implicit in the terms of
such transaction or, if not practicable to determine such rate, the weighted
average interest rate per annum borne by the Securities of each series
outstanding pursuant to this Indenture, compounded semi-annually, in either
case as determined by the principal accounting or financial officer of the
Company) of the total obligations of the lessee for rental payments during the
remaining term of the lease included in such Sale/Leaseback Transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).


 


“Authenticating Agent” means any Person
authorized by the Trustee to act on behalf of the Trustee to authenticate
Securities.


 


“Authorized Newspaper” means a newspaper, in
the English language or in an official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in each place in
connection with which the term is used or in the financial community of each
such place.  Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day.


 


2

















 


“Beneficial Owner” has the meaning assigned
to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
in calculating the beneficial ownership of any particular “person” (as that
term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has
the right to acquire by conversion or exercise of other securities, whether
such right is currently exercisable or is exercisable only after the passage of
time.  The terms “Beneficially Owns” and “Beneficially
Owned” have a corresponding meaning.


 


“Board of Directors”
means:


 


(1)                                  with respect to
a corporation, the Board of Directors of the corporation or any committee
thereof duly authorized to act on behalf of such board;


 


(2)                                  with respect to
a partnership, the Board of Directors of the general partner of the
partnership;


 


(3)                                  with respect to
a limited liability company, the managing member or members or any controlling
committee of managing members thereof; and


 


(4)                                  with respect to
any other Person, the board or committee of such Person serving a similar
function.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.


 


“branch register” has the meaning specified
in Section 305.


 


“Branch Security Registrar” has the meaning
specified in Section 305.


 


“Business Day”, when used with respect to any
Place of Payment or any other particular location referred to in this Indenture
or in the Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in that Place of
Payment or other location are authorized or obligated by law or executive order
to close.


 


“Capital Stock” of any Person means any and
all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) equity of such Person,
including any preferred stock, but excluding any debt securities convertible
into such equity.


 


“Central Register” has the meaning specified
in Section 305.


 


“Central Security Registrar” has the meaning
specified in Section 305. “Clearstream” has the meaning specified in Section 204(a).


 


3

















 


“Change of Control”
means the occurrence of any of the following:


 


(1)                                  the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by
way of merger, amalgamation or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Company and its Subsidiaries taken as a whole to any Person (including any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act)) other than the
Principal or a Related Party of the Principal;


 


(2)                                  the adoption of
a plan relating to the liquidation or dissolution of the Company;


 


(3)                                  the
consummation of any transaction (including, without limitation, any merger,
amalgamation or consolidation), the result of which is that any Person
(including any “person” (as defined above)), other than the Principal and any
Related Party of the Principal, becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares; or


 


(4)                                  the first day
on which a majority of the members of the Board of Directors of the Company are
not Continuing Directors.


 


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


 


“Company Request” or “Company Order”
means a written request or order signed in the name of the Company by any two
of its Chairman, its Chief Executive Officer, its President, any Senior Vice
President, any Vice President, its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary and delivered to the Trustee.


 


“Component Currency” has the meaning
specified in Section 312(h).


 


“Consolidated Net Tangible Assets” means, as
of any particular time, the aggregate amount of assets (less applicable reserves
and other properly deductible items) after deducting therefrom: (a) all current
liabilities except for (1) notes and loans payable, (2) current maturities of
long-tem debt and (3) current maturities of obligations under capital leases;
and (b) to the extent included in said aggregate amount of assets, all
goodwill, trade names, trademarks, patents, organization expenses, unamortized
debt discount and expenses and all other intangible assets, all as set forth on
the consolidated balance sheet of the Company and computed in accordance with
generally accepted accounting principles.


 


“Consolidated Shareholders’ Equity” means, at
any date, the aggregate of the dollar amount of the outstanding preferred and
common share capital of the Company, plus any outstanding warrants exercisable
into shares, plus any outstanding debentures or other Debt which are
convertible into shares at the option of the Company and which have no
significant retraction privilege, plus or minus the amount, without
duplication, of any reinvested earnings or deficit, plus any contributed
surplus, plus or minus any cumulative translation adjustment, all as set forth
in the most recent audited year-end consolidated balance sheet of the Company.


 


4

















 


“Continuing Directors” means, as of any date
of determination, any member of the Board of Directors of the Company who:


 


(1)                                  was a member of
such Board of Directors on the date of the Indenture; or


 


(2)                                  was nominated
for election or elected to such Board of Directors with the approval of the
Principal, any Related Party of the Principal or a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election.


 


“Conversion Date” has the meaning specified
in Section 312(d).


 


“Conversion Event” means the cessation of use
of (i) a Foreign Currency both by the government of the country which issued
such Currency and by a central bank or other public institution of or within
the international banking community for the settlement of transactions or (ii) any
currency unit (or composite currency) for the purposes for which it was
established.


 


“Corporate Trust Office” means the principal
corporate trust office of the Trustee, at which at any particular time its
corporate trust business shall be administered, which office on the date of
execution of this Indenture is located at Goodwin Square, 225 Asylum Street,
23rd Floor, Hartford, CT 06103, except that with respect to presentation of
Securities for payment or for registration of transfer or exchange, such term
shall mean the office or agency of the Trustee at which, at any particular
time, its corporate agency business shall be conducted.


 


“Corporation” includes corporations,
associations, companies, limited liability companies and business trusts.


 


“covenant defeasance” has the meaning
specified in Section 1403.


 


“Credit Agreement” means that certain
Restated Credit Agreement, dated as of March 12, 2008, by and among the
Company, The Toronto-Dominion Bank and the Lenders (as defined therein),
providing for up to $350.0 million of revolving credit borrowings, including
any related notes, Guarantees, collateral documents, instruments and agreements
executed in connection therewith, and, in each case, as amended, restated,
modified, renewed, refunded, replaced in any manner (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.


 


“Credit Facilities” means, one or more debt
facilities (including, without limitation, the Credit Agreement) or commercial
paper facilities, in each case, with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables)
or letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced in any manner (whether upon or after termination or
otherwise) or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time.


 


5

















 


“Currency” means any currency or currencies,
composite currency or currency unit or currency units issued by the government
of one or more countries or by any recognized confederation or association of
such governments.


 


“Debt” means notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed.


 


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


 


“defeasance” has the meaning specified in Section
1402.


 


“Depositary” means The Depository Trust
Company, its nominees and their respective successors.


 


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


 


“Dollar Equivalent of the Currency Unit” has
the meaning specified in Section 312(g).


 


“Dollar Equivalent of the Foreign Currency”
has the meaning specified in Section 312(f).


 


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


 


“Equity Offering” means an offering of
Capital Stock of the Company in a public offering registered under the
Securities Act.


 


“Euroclear” has the meaning specified in Section
204(a).


 


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


 


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


 


“Exchange Rate Agent” means, with respect to
Securities of or within any series, unless otherwise specified with respect to
any Securities pursuant to Section 301, a New York Clearing House bank,
designated pursuant to Section 301 or Section 313.


 


“Exchange Rate Officer’s Certificate” means a
tested telex or a certificate setting forth (i) the applicable Market Exchange
Rate and (ii) the Dollar or Foreign Currency amounts of principal (and premium,
if any) and interest, if any (on an aggregate basis and on the basis of a
Security having the lowest denomination principal amount determined in
accordance with Section 302 in the relevant Currency), payable with respect to
a Security of any series on the basis of such Market Exchange Rate, sent (in
the case of a telex) or signed (in the case of a certificate) by the Treasurer,
any Vice President or any Assistant Treasurer of the Company.


 


6

















 


“Exchange Securities” has the meaning
provided in the Registration Rights Agreement.


 


“Excluded Holder” has the meaning specified
in Section 1009.


 


“Extension Notice” has the meaning specified
in Section 308.


 


“Extension Period” has the meaning specified
in Section 308.


 


“Federal Bankruptcy Code” means the
Bankruptcy Act of Title 11 of the United States Code, as amended from time to
time.


 


“Final Maturity” has the meaning specified in
Section 308.


 


“Foreign Currency” means any Currency other
than Currency of the United States.


 


“Global Security” has the meaning specified
in Section 203.


 


“Government Obligations” means, unless
otherwise specified with respect to any series of Securities pursuant to Section
301, securities which are (i) direct obligations of the government which issued
the Currency in which the Securities of a particular series are payable or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the government which issued the Currency in which the
Securities of such series are payable, the payment of which is unconditionally
guaranteed by such government, which, in either case, are full faith and credit
obligations of such government payable in such Currency and are not callable or
redeemable at the option of the issuer thereof and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided, however,
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest or principal of the Government Obligation
evidenced by such depository receipt.


 


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


 


“Indenture” means this instrument as
originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, and shall include the terms of particular series
of Securities established as contemplated by Section 301; provided, however,
that, if at any time more than one Person is acting as Trustee under this
instrument, “Indenture” shall mean, with respect to any one or more series of
Securities for which such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee


 


7

















 


established as contemplated
by Section 301, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee,
regardless of when such terms or provisions were adopted, and exclusive of any
provisions or terms adopted by means of one or more indentures supplemental
hereto executed and delivered after such Person had become such Trustee but to
which such Person, as such Trustee, was not a party.


 


“Initial Purchasers” means Barclays Capital, Inc.,
HSBC Securities (USA) Inc., RBC Capital Markets Corporation and TD Securities
(USA) LLC.


 


“Initial Securities” has the meaning
specified in the first recital of this Indenture.


 


“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 at the rate prescribed in such
Original Issue Discount Security.


 


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


 


“Issue Date” means October 16, 2009.


 


“mandatory sinking fund payment” has the
meaning specified in Section 1201.


 


“Market Exchange Rate” means, unless
otherwise specified with respect to any Securities pursuant to Section 301, (i)
for any conversion involving a currency unit on the one hand and Dollars or any
Foreign Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method specified
pursuant to Section 301 for the Securities of the relevant series, (ii) for any
conversion of Dollars into any Foreign Currency, the noon (New York City time)
buying rate for such Foreign Currency for cable transfers quoted in New York
City as certified for customs purposes by the Federal Reserve Bank of New York
and (iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or Foreign
Currency into which conversion is being made could be purchased with the
Foreign Currency from which conversion is being made from major banks located in
either New York City, London or any other principal market for Dollars or such
purchased Foreign Currency, in each case determined by the Exchange Rate
Agent.  Unless otherwise specified with
respect to any Securities pursuant to Section 301, in the event of the
unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii) the Exchange Rate Agent or, with respect to
calculations made by the Company, the Company shall use, in its sole discretion
and without liability on its part, such quotation of the Federal Reserve Bank
of New York as of the most recent available date, or quotations from one or
more major banks in New York City, London or other principal market for such
Currency in question, or such other quotations as the Exchange Rate Agent or
the Company, respectively, shall deem appropriate.  Unless otherwise specified by the Exchange
Rate Agent or, with respect to calculations made by the Company, the Company,
if there is more than one market for dealing in any Currency by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such Currency shall be that upon which a 


 


8

















 


nonresident issuer of
securities designated in such Currency would purchase such Currency in order to
make payments in respect of such securities.


 


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


 


“Necessary Assets” means all assets,
including, without limitation land, buildings, manufacturing facilities,
equipment, control systems, easements and rights of way, permits and other
regulatory approvals, pipelines, utilities, pumping and storage facilities,
roads, computers and computer software, technology and all other forms of
intellectual property, feedstock supply agreements, and product sale agreements
of any kind (including purchase of feedstock) used or useful in the ownership,
operation or maintenance of the property acquired, constructed or improved,
whether or not in existence prior to such acquisition, construction or
improvement.


 


“Non-U.S. Person” means a Person who is not a
U.S. person, as defined in Regulation S.


 


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


 


“Officers’ Certificate” means a certificate
signed by any two of the Chairman, the Chief Executive Officer, the President,
a Senior Vice President or a Vice President, or by any one of the foregoing
together with the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.


 


“Opinion of Counsel” means a written opinion
of counsel, who may be counsel for the Company, including an employee of the
Company, and who shall be acceptable to the Trustee, whose acceptance shall not
be unreasonably withheld.


 


“Optional Reset Date” has the meaning
specified in Section 307(b).


 


“optional sinking fund payment” has the
meaning specified in Section 1201.


 


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


 


“Original Stated Maturity” has the meaning
specified in Section 308.


 


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


 


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


 


(ii)           Securities, or
portions thereof, for whose payment or redemption or repayment at the option of
the Holder money in the necessary amount has been


 


9














 


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,
however, that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;


 


(iii)          Securities, except
to the extent provided in Sections 1402 and 1403, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in Article Fourteen;
and


 


(iv)          Securities which
have been paid pursuant to Section 306 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;


 


provided, however,
that in determining whether the Holders of the requisite principal amount of
the Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a meeting of
Holders for quorum purposes, and for the purpose of making the calculations
required by TIA Section 316, (i) the principal amount of an Original Issue
Discount Security that may be counted in making such determination or calculation
and that shall be deemed to be Outstanding for such purpose shall be equal to
the amount of principal thereof that would be (or shall have been declared to
be) due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 502, (ii) the
principal amount of any Security denominated in a Foreign Currency that may be
counted in making such determination or calculation and that shall be deemed
Outstanding for such purpose shall be equal to the Dollar Equivalent,
determined as of the date such Security is originally issued by the Company as
set forth in an Exchange Rate Officer’s Certificate delivered to the Trustee,
of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar Equivalent as of such date of original issuance of the
amount determined as provided in clause (i) above), of such Security, and (iii)
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 making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


 


“Paying Agent” has the meaning set forth in Section 314.


 


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


 


10

















 


“Physical Securities” means certificated
Securities in registered form.


 


“Place of Payment” means, when used with
respect to the Securities of or within any series, the place or places where
the principal of (and premium, if any) and interest on such Securities are
payable as specified as contemplated by Sections 301 and 1002.


 


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


 


“Principal” means International Petroleum
Investment Company.


 


“Private Placement Legend” means the legend
initially set forth on the Rule 144A Securities and other Securities that are
Restricted Securities in the form set forth in Exhibit C.


 


“Qualified Institutional Buyer” or “QIB”
has the meaning specified in Section 204.


 


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


 


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


 


“Registrar” has the meaning set forth in Section 314.


 


“Registration Rights Agreement” means the
Registration Rights Agreement dated as of October 16, 2009 between the
Company and the Initial Purchasers.


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of or within any series
means the date specified for that purpose as contemplated by Section 301.


 


“Regulation S” has the meaning specified in Section 204(a).


 


“Regulation S Securities” has the meaning set
forth in Section 201(b).


 


“Related Party”
means:


 


(1)                                  any controlling
stockholder or majority owned Subsidiary of the Principal; or


 


(2)                                  any trust,
corporation, partnership, limited liability company or other entity, the
beneficiaries, stockholders, partners, members, owners or Persons beneficially
holding a majority (and controlling) interest of which consist of the Principal
and/or such other Persons referred to in the immediately preceding clause.


 


“Relevant Tax Jurisdiction” has the meaning
specified in Section 1009.


 


11

















 


“Repayment Date”
means, when used with respect to any Security to be repaid at the option of the
Holder, the date fixed for such repayment by or pursuant to this Indenture.


 


“Repayment Price” means, when used with
respect to any Security to be repaid at the option of the Holder, the price at
which it is to be repaid by or pursuant to this Indenture.


 


“Reset Notice” has the meaning specified in Section 307(b).


 


“Responsible Officer,” when used with respect
to the Trustee, means the chairman or any vice-chairman of the board of
directors, the chairman or any vice-chairman of the executive committee of the
board of directors, the chairman of the trust committee, the president, and any
vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller or any assistant controller or any
other officer in the Corporate Trust Office of the Trustee customarily
performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject, in each case located at the
Corporate Trust Office of the Trustee.


 


“Restricted Period” has the meaning specified
in Section 204(f).


 


“Restricted Security” has the same meaning as
“Restricted Security” set forth in Rule 144(a)(3) promulgated under the
Securities Act; provided that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Counsel with respect to whether any
Security is a Restricted Security.


 


“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Rule 144A” has the meaning specified in
Section 204(a).


 


“Rule 144A Securities” has the meaning
set forth in Section 201(b).


 


“Sale/Leaseback Transaction” means an
arrangement relating to property now owned or hereafter acquired whereby the
Company or a Subsidiary transfers such property to a Person and the Company or
a Subsidiary leases it from such Person, other than leases between the Company
and a wholly-owned Subsidiary or between wholly-owned Subsidiaries.


 


“SEC” means the Securities and Exchange
Commission.


 


“Secured Projects” has the meaning specified
in Section 1006(iv).


 


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


 


12

















 


“Securities Act” means the U.S. Securities
Act of 1933, as amended.


 


“Security Interest” means any mortgage,
pledge, lien, conditional sale or other title retention agreement, or other
similar security interest.


 


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


 


“Senior Vice President,” when used with
respect to the Company or the Trustee, means any senior vice president, whether
or not designated by a number or a word or words added before or after the
title “Senior Vice President.”


 


“Significant Facility” means any plant or
other facility of the Company or any Subsidiary, whether now owned or hereafter
acquired, having a book value as of the date of determination in excess of 10%
of Consolidated Net Tangible Assets.


 


“Significant Subsidiary” means any
Subsidiary that would be a “significant subsidiary” as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act,
as such Regulation is in effect on the date of this Indenture.


 


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


 


“Specified Amount” has the meaning specified
in Section 312(h).


 


“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,
including pursuant to any mandatory redemption provision (but excluding any
provision providing for the repurchase of such Security at the option of the
Holder thereof upon the happening of any contingency beyond the control of the
Company unless such contingency has occurred), as such date may be extended
pursuant to the provisions of Section 308.


 


“Subsequent Interest Period” has the meaning
specified in Section 307(b).


 


“Subsidiary” means any corporation of which
at the time of determination the Company, directly and/or indirectly through
one or more Subsidiaries, owns more than 50% of the shares of Voting Stock.


 


“Tax Gross-Up Amounts” has the meaning
specified in Section 1009.


 


“Taxes” has the meaning specified in Section 1009.


 


“Trust Indenture Act” or “TIA” means
the Trust Indenture Act of 1939 as in force at the date as of which this
Indenture was executed, except as provided in Section 905.


 


“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 


 


13

















 


of this Indenture, and
thereafter “Trustee” shall mean or include each Person who is then a Trustee
hereunder; provided, however, that if at any time there is more than one such
Person, “Trustee” as used with respect to the Securities of any series shall
mean only the Trustee with respect to Securities of that series.


 


“United States” means, unless otherwise
specified with respect to any Securities pursuant to Section 301, the
United States of America (including the states and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction.


 


“United States person” means, unless
otherwise specified with respect to any Securities pursuant to Section 301,
an individual who is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States, any State or the District of Columbia or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.


 


“Valuation Date” has the meaning specified in
Section 312(c).


 


“Vice President”, when used with respect to
the Company or the Trustee, means any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president”.


 


“Voting Stock” means stock of the class or
classes having general voting power under ordinary circumstances to elect at
least a majority of the Board of Directors, managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).


 


“Yield to Maturity” means the yield to
maturity, computed at the time of issuance of a Security (or, if applicable, at
the most recent redetermination of interest on such Security) and as set forth
in such Security in accordance with generally accepted United States bond yield
computation principles.


 


SECTION 102.               Compliance Certificates and
Opinions.  Upon any application or
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.


 


Every certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture (other
than pursuant to Section 1004) shall include:


 


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


 


14

















 


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


 


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


 


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


 


SECTION 103.               Form of Documents
Delivered to Trustee.  In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


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


 


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


 


SECTION 104.               Acts of Holders.  (a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders of the Outstanding Securities of all series or
one or more series, as the case may be, may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in
person or by agents duly 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 signing such
instrument or instruments or so voting at any such meeting.  Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and conclusive
in favor of the Trustee and the Company, if made in the manner provided in this
Section.


 


15

















 


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


 


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


 


(d)           If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. 
Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith and not later than the date such
solicitation is completed.  If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall
be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided, however, that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date, and that no such
authorization, agreement or consent may be amended, withdrawn or revoked once
given by a Holder, unless the Company shall provide for such amendment,
withdrawal or revocation in conjunction with such solicitation of
authorizations, agreements or consents or unless and to the extent required by
applicable law.  If the Company elects
not to fix in advance a record date, then the record date shall be 30 days
prior to the first solicitation of any such consent.


 


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


 


SECTION 105.               Notices, Etc. to Trustee and
Company.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Holders or other
documents provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,


 


16

















 


(1)           the Trustee by any
Holder or by the Company shall be sufficient for every purpose hereunder if in
writing and mailed (first class postage prepaid) or sent by facsimile to the
Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration Division, or


 


(2)           the Company by the
Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed
(first-class postage prepaid) or sent by facsimile to the Company addressed to
it at the address of its principal executive offices specified in the first
paragraph of this Indenture, Attention: Treasurer, or at any other address
previously furnished in writing to the Trustee by the Company.


 


SECTION 106.               Notice to Holders; Waiver.  Where this Indenture provides for notice of
any event to Holders by the Company or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his address as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.  In any case where
notice to Holders is given by mail, neither the failure to mail such notice,
nor any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders.  Any notice mailed to a Holder in the manner
herein prescribed shall be conclusively deemed to have been received by such
Holder, whether or not such Holder actually receives such notice.


 


In case, by reason of the suspension of or
irregularities in regular mail service or by reason of any other cause, it
shall be impractical to mail notice of any event to Holders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be sufficient giving of such notice for every purpose hereunder.


 


Any request, demand, authorization, direction,
notice, consent or waiver required or permitted under this Indenture shall be
in the English language, except that any published notice may be in an official
language of the country of publication.


 


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.


 


SECTION 107.               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 108.               Successors and Assigns.  All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.


 


17

















 


SECTION 109.               Separability Clause.  In case any provision in this Indenture or in
any Security 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 110.               Benefits of Indenture.  Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the
parties hereto, any Authenticating Agent, any Paying Agent, any Security
Registrar and their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under this Indenture.


 


SECTION 111.               Governing Law.  This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York,
without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.  This Indenture is
subject to the provisions of the Trust Indenture Act of 1939, as amended, that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.


 


SECTION 112.               Conflict with Trust Indenture
Act.  If and to the extent that any
provision hereof limits, qualifies or conflicts with the duties imposed by any
of Sections 310 to 318, inclusive, of the Trust Indenture Act, through
operation of Section 318(c) thereof, such imposed duties shall control.


 


SECTION 113.               Legal Holidays.  In any case where any Interest Payment Date,
Redemption Date, sinking fund payment date or Stated Maturity or Maturity of
any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of any Security other
than a provision in the Securities of any series which specifically states that
such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date or sinking fund payment date, or at the Stated Maturity or
Maturity; provided, however, that no interest shall accrue for
the period from and after such Interest Payment Date, Redemption Date, sinking
fund payment date, Stated Maturity or Maturity, as the case may be.


 


SECTION 114.               Conversion of Currency.  The Company covenants and agrees that the
following provisions shall apply to conversion of currency in the case of the
Securities and this Indenture:


 


(i)                                     (A)                              If for the
purpose of obtaining judgment in, or enforcing the judgment of, any court in
any country, it becomes necessary to convert into any other currency (the “judgment
currency”) an amount due in the payment currency (the “payment currency”), then
the conversion shall be made at the rate of exchange prevailing on the Business
Day before the day on which the judgment is given or the order of enforcement
is made, as the case may be (unless a court shall otherwise determine).


 


18

















 


(B)                                If there is a change in the
rate of exchange prevailing between the Business Day before the day on which
the judgment is given or an order of enforcement is made, as the case may be
(or such other date as a court shall determine), and the date of receipt of the
amount due, the Company will pay such additional (or, as the case may be, such
lesser) amount, if any, as may be necessary so that the amount paid in the
judgment currency when converted at the rate of exchange prevailing on the date
of receipt will produce the amount in the payment currency originally due.


 


(ii)                                  In the event of
the winding-up of the Company at any time while any amount or damages owing
under the Securities and this Indenture, or any judgment or order rendered in
respect thereof, shall remain outstanding, the Company shall indemnify and hold
the Holders and the Trustee harmless against any deficiency arising or
resulting from any variation in rates of exchange between (1) the date as of
which the equivalent of the amount in the payment currency due or contingently
due under the Securities and this Indenture (other than under this Subsection
(ii)) is calculated for the purposes of such winding-up and (2) the final date
for the filing of proofs of claim in such winding-up.  For the purpose of this Subsection (ii), the
final date for the filing of proofs of claim in the winding-up of the Company
shall be the date fixed by the liquidator or otherwise in accordance with the
relevant provisions of applicable law as being the latest practicable date as
at which liabilities of the Company may be ascertained for such winding-up
prior to payment by the liquidator or otherwise in respect thereto.


 


(iii)                               The obligations
contained in Subsections (i)(B) and (ii) of this Section 114 shall
constitute separate and independent obligations of the Company from its other
obligations under the Securities and this Indenture, shall give rise to
separate and independent causes of action against the Company, shall apply
irrespective of any waiver or extension granted by any Holder or the Trustee or
any of them from time to time and shall continue in full force and effect
notwithstanding any judgment or order or the filing of any proof of claim in
the winding-up of the Company for a liquidated sum in respect of amounts due
hereunder (other than under Subsection (ii) above) or under any such judgment
or order.  Any such deficiency as
aforesaid shall be deemed to constitute a loss suffered by the Holders or the
Trustee, as the case may be, and no proof or evidence of any actual loss shall
be required by the Company or the liquidator or otherwise or any of them.  In the case of Subsection (ii) above, the
amount of such deficiency shall not be deemed to be reduced by any variation in
rates of exchange occurring between the said final date and the date of any
liquidating distribution.


 


(iv)                              The term “rate(s)
of exchange” shall mean the noon rate of exchange quoted by the Bank of Canada
for purchases of the payment currency with the judgment currency other than the
payment currency referred to in


 


19

















 


Subsections
(i) and (ii) above and includes any premiums and costs of exchange
payable.


 


SECTION 115.               Appointment of Agent for
Service.  By the execution and
delivery of this Indenture, the Company (i) acknowledges that it has, by
separate written instrument, irrevocably designated and appointed CT
Corporation System, 111 Eighth Avenue, New York, New York 10011, as its
authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to the Securities or this Indenture that may be
instituted in any Federal or State court in the State of New York, Borough of
Manhattan, or brought under Federal or State securities laws or brought by the
Trustee (whether in its individual capacity or in its capacity as Trustee
hereunder), and acknowledges that CT Corporation System has accepted such
designation, (ii) submits to the jurisdiction of any such court in any such
suit or proceeding, and (iii) agrees that service of process upon CT
Corporation System and written notice of said service to the Company (mailed or
delivered to its Treasurer at its principal executive offices, as specified in
the first paragraph of this Indenture) shall be deemed in every respect
effective service of process upon it in any such suit or proceeding.  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 CT Corporation System in full force and effect so long as this
Indenture shall be in full force and effect and so long as any of the
Securities shall be outstanding.


 


To the extent that the Company has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, the Company hereby irrevocably waives such immunity in respect of its
obligations under this Indenture and the Securities, to the extent permitted by
law.


 


The Company hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Indenture or the
Securities in any Federal or State court in the State of New York, Borough of
Manhattan.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


 


SECTION 116.               Additional Interest.  If Additional Interest is payable by the
Company pursuant to the Registration Rights Agreement or any other registration
rights agreement in connection with the issuance of any Securities, the Company
shall deliver to the Trustee a certificate to that effect stating (i) the
amount of such Additional Interest that is payable, and (ii) the date on which
such interest is payable.  Unless and
until a Responsible Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Additional Interest is payable.  If the Company has paid Additional Interest
directly to the persons entitled to such interest, the Company shall deliver to
the Trustee a certificate setting forth the particulars of such payment.  All references to any interest payable on or
with respect to the Securities include any Additional Interest.


 


20














 


ARTICLE
TWO


 


SECURITY
FORMS


 


SECTION 201.               Forms Generally.  (a) The Securities of each series shall
be in substantially the forms as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.  The 2016 Notes and the 2019 Notes shall be in
substantially the forms set forth in Exhibit A and Exhibit B, respectively,
which are incorporated in and form a part of this Indenture.  If the forms of Securities of any series are
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.


 


The Trustee’s certificate of authentication on all
Securities shall be in substantially the form set forth in this Article Two.


 


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.


 


(b)           Securities offered and sold to Qualified Institutional
Buyers in reliance on Rule 144A (“Rule 144A Securities”) shall bear
the legend and include the form of assignment set forth in Exhibit C,
and Securities offered and sold in offshore transactions in reliance on
Regulation S (“Regulation S Securities”) shall bear the legend and
include the form of assignment set forth in Exhibit D.  Each Security shall be dated the date of its
authentication.


 


The terms and provisions contained in the Securities
shall constitute, and are expressly made, a part of this Indenture and, to the
extent applicable, the Company, and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and
agree to be bound thereby.


 


SECTION 202.               Form of Trustee’s
Certificate of Authentication. 
Subject to Section 612, the Trustee’s certificate of authentication shall
be in substantially the following form or such other form as may be required by
the Trustee:


 


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


 


U.S. Bank National Association,


 as Trustee


 


21

















 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


SECTION 203.               Securities Issuable in Global
Form.  If Securities of or within a
series are issuable in global form (a “Global Security”), as specified
as contemplated by Section 204 and Section 301, then, notwithstanding
clause (8) of Section 301, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities of such series represented thereby may from time to
time be increased or decreased to reflect exchanges.  Any endorsement of a Global Security to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or Section 304.  Subject to the
provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order.  If a Company
Order pursuant to Section 303 or Section 304 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel.


 


The provisions of the last sentence of Section 303
shall apply to any Security represented by a Global Security if such Security
was never issued and sold by the Company and the Company delivers to the
Trustee the Security in global form together with written instructions (which
need not comply with Section 102 and need not be accompanied by an Opinion
of Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 303.


 


Notwithstanding the provisions of Section 307,
unless otherwise specified as contemplated by Section 301, payment of
principal of and any premium and interest on any Global Security shall be made
to the Person or Persons specified therein.


 


Notwithstanding the provisions of Section 309 and
except as provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent Global
Security the Holder of such permanent Global Security in registered form.


 


SECTION 204.               Book-Entry Provisions for
Global Securities  (a) Securities,
including without limitation the Initial Securities, offered and sold to a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) (a
“Qualified Institutional Buyer” or “QIB”) in reliance on Rule 144A
under the Securities Act (“Rule 144A”) or in reliance on Regulation S
under the Securities Act (“Regulation S”) shall be initially represented
by one or more Global Securities with the restricted securities legend set
forth in Exhibit C or Exhibit D, as applicable.  The Global Securities shall bear legends as
set forth in Exhibit E.  The
Global Securities initially shall (i) be registered in the name of the
Depositary or the nominee of such


 


22

















 


Depositary, in each case for
credit to an account of an Agent Member (or, in the case of the Regulation S
Global Securities, of Euroclear System (“Euroclear”) and Clearstream
Banking Luxembourg (“Clearstream”)), and (ii) be delivered to the
Trustee as custodian for such Depositary.


 


Members of, or direct or indirect participants in,
the Depositary (“Agent Members”) shall have no rights under this
Indenture with respect to any Global Security held on their behalf by the
Depositary, or the Trustee as its custodian, or under the Global Securities,
and the Depositary may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the absolute owner of the Global Security for all
purposes whatsoever.  Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Security.


 


(b)           Transfers of Global Securities shall be limited to
transfer in whole, but not in part, to the Depositary, its successors or their
respective nominees.  Interests of
beneficial owners in the Global Securities may be transferred or exchanged for
Physical Securities in accordance with the rules and procedures of the
Depositary and the provisions of Section 205. 
In addition, a Global Security shall be exchangeable for Physical
Securities if (i) the Depositary (x) notifies the Company that it is
unwilling or unable to continue as depository for such Global Security and the
Company thereupon fails to appoint a successor depository or (y) has ceased to
be a clearing agency registered under the Exchange Act, (ii) the Company, at
its option, notifies the Trustee in writing that it elects to cause the
issuance of such Physical Securities or (iii) there shall have occurred and be
continuing an Event of Default with respect to the Securities.  In all cases, Physical Securities delivered
in exchange for any Global Security or beneficial interests therein shall be
registered in the names, and issued in any approved denominations, requested by
or on behalf of the Depositary (in accordance with its customary procedures).


 


(c)           In connection with any transfer or exchange of a portion
of the beneficial interest in any Global Security to beneficial owners of
Physical Securities pursuant to paragraph (b), the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the
Global Security in an amount equal to the principal amount of the beneficial
interest in the Global Security to be transferred or exchanged, and the Company
shall execute, and the Trustee shall upon receipt of a written order from the
Company authenticate and make available for delivery, one or more Physical
Securities of like tenor and amount.


 


(d)           In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b), the Global Securities
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in writing in exchange for its
beneficial interest in the Global Securities, an equal aggregate principal
amount of Physical Securities of authorized denominations.


 


(e)           Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to
paragraph (b), (c) or (d) shall, except as


 


23

















 


otherwise provided by paragraph (b) of Section 205,
bear the Private Placement Legend or, in the case of Physical Securities
delivered in exchange for an interest in the Regulation S Security, the legend
set forth in Exhibit D, in each case, unless the Company determines
otherwise in compliance with applicable law.


 


(f)            On or prior to the 40th day after the later of the
commencement of the offering of any Securities represented by any Regulation S
Security and the issue date of such Securities (such period through and
including such 40th day, the “Restricted Period”), a beneficial interest
in a Regulation S Security may be transferred to a Person who takes delivery in
the form of an interest in the corresponding Restricted Global Security only
upon receipt by the Trustee of a written certification from the transferor to
the effect that such transfer is being made (i)(a) to a Person that the
transferor reasonably believes is a Qualified Institutional Buyer in a
transaction meeting the requirements of Rule 144A or (b) pursuant to
another exemption from the registration requirements under the Securities Act
which is accompanied by an Opinion of Counsel regarding the availability of
such exemption and (ii) in accordance with all applicable securities laws of
any state of the United States or any other jurisdiction.


 


(g)           Beneficial interests in the Global Security may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Security, whether before or after the expiration of the Restricted
Period, only if the transferor first delivers to the Trustee a written
certificate to the effect that such transfer is being made in accordance with
Regulation S or Rule 144 (if available) and that, if such transfer occurs prior
to the expiration of the Restricted Period, the interest transferred will be
held immediately thereafter through Euroclear or Clearstream.


 


(h)           Any beneficial interest in one of the Global Securities
that is transferred to a Person who takes delivery in the form of an interest
in another Global Security shall, upon transfer, cease to be an interest in
such Global Security and become an interest in such other Global Security and,
accordingly, shall thereafter be subject to all transfer restrictions and other
procedures applicable to beneficial interests in such other Global Security for
as long as it remains such an interest.


 


(i)            The Holder of any 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 which a Holder is
entitled to take under this Indenture or the Securities.


 


SECTION 205.               Special Transfer Provisions.  (a)  Transfers to QIBs.  The following provisions shall apply with
respect to the registration or any proposed registration of transfer of any
Security constituting a Restricted Security to a QIB (excluding transfers to
Non-U.S. Persons):


 


(i)            the
Registrar shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on such Holder’s
Security stating, or to a transferee who has advised the Company and the
Registrar in writing, that it is purchasing the Security for its own account or
an account with respect to which it exercises sole investment discretion and
that it and any such account is a QIB within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule


 


24

















 


144A and acknowledges that it has received such information regarding
the Company as it has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from
registration provided by Rule 144A; and


 


(ii)           if
the proposed transferee is an Agent Member, and the Securities to be
transferred consist of Physical Securities which after transfer are to be
evidenced by an interest in the Global Security, upon receipt by the Registrar
of instructions given in accordance with the Depositary’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and
an increase in the principal amount of the Global Security in an amount equal
to the principal amount of the Physical Securities to be transferred, and the
Trustee shall cancel the Physical Securities so transferred.


 


(b)           Private Placement Legend.  Upon the registration of transfer, exchange
or replacement of Securities not bearing the Private Placement Legend, the
Registrar shall deliver Securities that do not bear the Private Placement
Legend.  Upon the registration of
transfer, exchange or replacement of Securities bearing the Private Placement
Legend, the Registrar shall deliver only Securities that bear the Private Placement
Legend unless (i) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Trustee to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act or (ii)
such Security has been sold pursuant to an effective registration statement
under the Securities Act and the Registrar has received an Officers’
Certificate from the Company to such effect.


 


(c)           General.  By
its acceptance of any Security bearing the Private Placement Legend, each
Holder of such Security acknowledges the restrictions on transfer of such
Security set forth in this Indenture and in the Private Placement Legend and
agrees that it will transfer such Security only as provided in this Indenture.


 


The Registrar shall retain for a period of two years
copies of all letters, notices and other written communications received
pursuant to Section 204 or this Section 205. 
The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon
the giving of reasonable notice to the Registrar.


 


SECTION 206.               CUSIP Number.  The Company in issuing the Securities may use
a “CUSIP” number, and if so, such CUSIP number shall be included in notices of
redemption or exchange as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities.  The Company shall
promptly notify the Trustee of any such CUSIP number used by the Company in
connection with the issuance of the Securities and of any change in the CUSIP
number.


 


25

















 


ARTICLE
THREE


 


THE
SECURITIES


 


SECTION 301.               Amount Unlimited; Issuable in
Series.  The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.


 


The Securities may be issued in one or more
series.  There shall be established in
one or more Board Resolutions or pursuant to authority granted by one or more
Board Resolutions and, subject to Section 303, set forth in, or determined in
the manner provided in, an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series, any or all of the following, as applicable (each of which (except for
the matters set forth in clauses (1), (2) and (17) below), if so provided, may
be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):


 


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


 


(2)           any limit upon the
aggregate principal amount of the Securities of the series that may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304,
305, 306, 906, 1107 or 1305);


 


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


 


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


 


(5)           the place or places,
if any, other than or in addition to the Borough of Manhattan, The City of New
York, where the principal of (and premium, if any) and any interest on
Securities of the series shall be payable, any Securities of the series may be
surrendered for registration of transfer, Securities of the series may be
surrendered for exchange and, if different than the location specified in Section
105, the place or places where notices or demands to or upon the Company in
respect of the Securities of the series and this Indenture may be served;


 


(6)           the period or
periods within which, the price or prices at which, the Currency in which, and
other terms and conditions upon which Securities of the series may be redeemed,
in whole or in part, at the option of the Company, if the Company is to have
that option;


 


26

















 


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


 


(8)           if other than
denominations of $2,000 and integral multiples of $1,000 in excess thereof, the
denominations in which any Securities of the series shall be issuable;


 


(9)           if other than the
Trustee or the Company, the identity of each Security Registrar and/or Paying
Agent;


 


(10)         if other than the
principal amount thereof, the portion of the principal amount of Securities of
the series that shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 502 or the method by which such portion
shall be determined;


 


(11)         if other than
Dollars, the Currency in which payment of the principal of (and premium, if
any) or interest, if any, on the Securities of the series shall be payable or
in which the Securities of the series shall be denominated and the particular
provisions applicable thereto in accordance with, in addition to or in lieu of
any of the provisions of Section 312;


 


(12)         whether the amount of
payments of principal of (and premium, if any) or interest on the Securities of
the series may be determined with reference to a formula or other method and
the manner in which such amounts shall be determined;


 


(13)         whether the principal
of (and premium, if any) and interest, if any, on the Securities of the series
are to be payable, at the election of the Company or a Holder thereof, in a
Currency other than that in which such Securities are denominated or stated to
be payable, the period or periods within which (including the Election Date),
and the terms and conditions upon which, such election may be made, and the
time and manner of determining the exchange rate between the Currency in which
such Securities are denominated or stated to be payable and the Currency in
which such Securities are to be so payable, in each case in accordance with, in
addition to or in lieu of any of the provisions of Section 312;


 


(14)         the designation of
the initial Exchange Rate Agent, if any;


 


(15)         any provisions in
modification of, in addition to or in lieu of the provisions of Article Fourteen
that shall be applicable to the Securities of the series;


 


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


 


(17)         any deletions from,
modifications of or additions to the Events of Default or covenants of the
Company with respect to Securities of the series, whether or not such


 


27

















 


Events
of Default or covenants are consistent with the Events of Default or covenants
set forth herein;


 


(18)         the Person to whom
any interest on any 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 and the extent to which, or the manner in which, any interest payable
on a temporary global Security on an Interest Payment Date will be paid if
other than in the manner provided in Section 304;


 


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


 


(20)         if the Securities of
the series are to be issued upon the exercise of warrants, the time, manner and
place for such Securities to be authenticated and delivered;


 


(21)         whether and under
what circumstances the Company will pay additional amounts on the Securities of
the series in respect of certain taxes (and the terms of any such payment) and,
if so, whether the Company will have the option to redeem such Securities
rather than pay such additional amounts (and the terms of any such option); and


 


(22)         any other terms,
conditions, rights and preferences (or limitations on such rights and
preferences) relating to the series (which terms shall not be inconsistent with
the requirements of the Trust Indenture Act or the provisions of this
Indenture).


 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to such Board Resolution (subject to Section 303)
and set forth in such Officers’ Certificate or in any such indenture
supplemental hereto.  Not all Securities
of any one series need be issued at the same time, and, unless expressly
provided for in such Securities, a series may not be reopened for issuances of
additional Securities of such series.


 


If any of the terms of the series are established by
action taken pursuant to one or more Board Resolutions, such Board Resolutions
shall be delivered to the Trustee at or prior to the delivery of the Officers’
Certificate setting forth the terms of the series.


 


For the avoidance of doubt, the terms of the 2016
Notes and the 2019 Notes are substantially set forth in the forms attached
hereto in Exhibit A and Exhibit B, respectively, which are incorporated in and
form a part of this Indenture.


 


SECTION 302.               Denominations.  All Securities shall be issuable in such
denominations as shall be specified as contemplated by Section 301.  With respect to Securities of any series denominated
in Dollars, in the absence of any such provisions, the Securities of


 


28

















 


such series, other than
Securities issued in global form (which may be of any denomination), shall be
issuable in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.


 


SECTION 303.               Execution, Authentication,
Delivery and Dating.  The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, any Senior Vice President or a Vice
President, under its corporate seal reproduced thereon attested by its
Secretary or an Assistant Secretary.  The
signature of any of these officers on the Securities may be the manual or
facsimile signature of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Securities.


 


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


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
series, executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order shall authenticate and
deliver such Securities.  If not all the
Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining terms of particular Securities of
such series such as interest rate, maturity date, date of issuance and date
from which interest shall accrue.


 


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 TIA Section
315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of
Counsel stating:


 


(a)           that
the form or forms of such Securities have been established in conformity with
the provisions of this Indenture;


 


(b)           if
the terms of such Securities have been established by or pursuant to a Board
Resolution, that the terms of such Securities have been established in
conformity with the provisions of this Indenture; and


 


(c)           that
such Securities when completed by appropriate insertions and executed and
delivered by the Company to the Trustee for authentication in accordance with
this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute the valid and
binding obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance and other similar laws of general applicability relating to or
affecting the enforcement of creditors’ rights, and to general equitable
principles.


 


29














 


Notwithstanding the provisions of Section 301
and of the preceding two paragraphs, if not all the Securities of any series
are to be issued at one time, it shall not be necessary to deliver the Officers’
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to the preceding two paragraphs
prior to or at the time of issuance of each Security, but such documents shall
be delivered prior to or at the time of issuance of the first Security of such
series.


 


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


 


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, duly executed by the Trustee by manual signature of an
authorized officer, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder and is entitled to the benefits of this Indenture.  Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 310 together with a
written statement (which need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.


 


SECTION 304.               Temporary Securities.  Pending the preparation of definitive
Securities of any series, the Company may execute, and upon Company 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 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.  In the case of
Securities of any series, such temporary Securities may be Global Securities.


 


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


 


30

















 


SECTION 305.               Registration, Registration of
Transfer and Exchange.  The Company shall
keep at its registered office, or shall cause to be kept at the office of an
agent, a securities register (the “Central Register”) of Holders.  The Company will cause the particulars of
each such issue, exchange or transfer of Securities to be recorded in the
Central Register.  The Company shall
initially be the central security registrar (the “Central Security Registrar”)
for the purpose of registering Securities and transfers and exchanges of
Securities in the Central Register as provided herein; provided, however,
the Company may appoint from time to time one or more successor Central
Security Registrars and may from time to time rescind any such appointment.


 


The Company shall also cause to be maintained a
branch register (a “branch register”) or branch registers of Holders in
accordance with Section 1002 in the same manner and containing the same
information with respect to each entry contained therein as contained in the
Central Register.  A copy of every entry
in a branch register shall, promptly after the entry is made, be transmitted to
the Central Security Registrar.  If there
is a conflict between the information contained in the Central Register and the
information contained in the branch register, the information contained in the
Central Register shall prevail.  The
Central Register together with each branch register are collectively referred
to herein as the “Security Register”. 
At all reasonable times, the Security Register shall be open to
inspection by the Trustee.  The Trustee
is hereby initially appointed as branch security registrar (the “Branch
Security Registrar”) for the purpose of maintaining a branch register at
its Corporate Trust Office; provided, however, the Company may
appoint from time to time one or more successor or additional Branch Security
Registrars and may from time to time rescind any such appointment.  The Central Security Registrar together with
each Branch Security Registrar are collectively referred to herein as the “Security
Registrar”.


 


Upon surrender for registration of transfer of any
Security of any series at the office or agency of the Company 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, one or more
new Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor.


 


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


 


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


 


Every Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer, in form satisfactory to the Company and the


 


31

















 


Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or
1305 not involving any transfer.


 


The Company shall not be required (i) to issue,
register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 Business Days before the day of the
selection for redemption of Securities of that series under Section 1103 or
1203 and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part, or (iii) to
issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.


 


SECTION 306.               Mutilated, Destroyed, Lost and
Stolen Securities.  If any mutilated
Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding or, in case any such mutilated 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.


 


If there shall be delivered to the Company and to
the Trustee (i) evidence to their satisfaction of the destruction, loss or
theft of any Security and (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon receipt
of a Company Order the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security, a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously
outstanding, or, in case any such 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
306, 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 306 in lieu of any destroyed, lost or stolen Security shall
constitute a valid contractual obligation of the Company evidencing the same
debt as the Security in lieu of which it is issued, whether or not the
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled


 


32

















 


to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that
series.


 


The provisions of this Section 306 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


SECTION 307.               Payment of Interest; Interest
Rights Preserved; Optional Interest Reset. 
(a)  Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency
of the Company maintained for such purpose pursuant to Section 1002; provided,
however, that each installment of interest on any Security may at the
Company’s option be paid by (i) mailing a check for such interest, payable to
or upon the written order of the Person entitled thereto pursuant to Section 309,
to the address of such Person as it appears on the Security Register or (ii) transferring
such interest to an account maintained by the payee located inside the United
States.


 


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


 


(1)           The Company may
elect to make payment of any Defaulted Interest to the Persons in whose names
the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) 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
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company,
shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor to be mailed, first-class postage prepaid, to each
Holder of Securities of such series at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed


 


33

















 


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 name 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.


 


(b)           The provisions of this Section 307(b) may be
made applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such Section 301).  The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on any Security
of such series may be reset by the Company on the date or dates specified on
the face of such Security (each an “Optional Reset Date”).  The Company may exercise such option with
respect to such Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to an Optional Reset Date for such
Security.  Not later than 40 days prior
to each Optional Reset Date, the Trustee shall transmit, in the manner provided
for in Section 106, to the Holder of any such Security a notice prepared by the
Company (the “Reset Notice”) indicating whether the Company has elected
to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so (i) such new interest rate
(or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity date of such Security (each such period a “Subsequent
Interest Period”), including the date or dates on which or the period or
periods during which and the price or prices at which such redemption may occur
during the Subsequent Interest Period.


 


Notwithstanding the foregoing, not later than 20
days prior to the Optional Reset Date, the Company may, at its option, revoke
the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest
rate, if applicable) that is higher than the interest rate (or the spread or
spread multiplier, if applicable) provided for in the Reset Notice, for the
Subsequent Interest Period by causing the Trustee to transmit, in the manner
provided for in Section 106, notice of such higher interest rate (or such
higher spread or spread multiplier, if applicable) to the Holder of such
Security.  Such notice shall be
irrevocable.  All Securities with respect
to which the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) is reset on an Optional Reset
Date, and with respect to which the Holders of such Securities have not
tendered such Securities for repayment (or have validly revoked any such
tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable).


 


The Holder of any such Security will have the option
to elect repayment by the Company of the principal of such Security on each
Optional Reset Date at a price equal to the


 


34

















 


principal amount thereof
plus interest accrued to such Optional Reset Date.  In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has tendered
any Security for repayment pursuant to the Reset Notice, the Holder may, by
written notice to the Trustee, revoke such tender or repayment until the close
of business on the tenth day before such Optional Reset Date.


 


(c)           Subject to the foregoing provisions of this Section and
Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


SECTION 308.               Optional Extension of Maturity.  The provisions of this Section 308 may
be made applicable to any series of Securities pursuant to Section 301
(with such modifications, additions or substitutions as may be specified
pursuant to such Section 301).  The
Stated Maturity of any Security of such series may be extended at the option of
the Company for the period or periods specified on the face of such Security
(each an “Extension Period”) up to but not beyond the date (the “Final
Maturity”) set forth on the face of such Security.  The Company may exercise such option with
respect to any Security by notifying the Trustee of such exercise at least 50
but not more than 60 days prior to the Stated Maturity of such Security in
effect prior to the exercise of such option (the “Original Stated Maturity”).  If the Company exercises such option, the
Trustee shall transmit, in the manner provided for in Section 106, to the
Holder of such Security not later than 40 days prior to the Original Stated
Maturity a notice prepared by the Company (the “Extension Notice”)
indicating (i) the election of the Company to extend the Maturity, (ii) the
new Stated Maturity, (iii) the interest rate applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension
Period.  Upon the Trustee’s transmittal
of the Extension Notice, the Stated Maturity of such Security shall be extended
automatically and, except as modified by the Extension Notice and as described
in the next paragraph, such Security will have the same terms as prior to the
transmittal of such Extension Notice.


 


Notwithstanding the foregoing, not later than 20
days before the Original Stated Maturity of such Security, the Company may, at
its option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 106, notice of
such higher interest rate to the Holder of such Security.  Such notice shall be irrevocable.  All Securities with respect to which the
Stated Maturity is extended will bear such higher interest rate.


 


If the Company extends the Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the
Company on the Original Stated Maturity at a price equal to the principal
amount thereof, plus interest accrued to such date.  In order to obtain repayment on the Original
Stated Maturity once the Company has extended the Maturity thereof, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders, except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity and except that, if the Holder has tendered any Security for
repayment pursuant to an Extension Notice, the Holder may by written


 


35

















 


notice to the Trustee revoke
such tender for repayment until the close of business on the tenth day before
the Original Stated Maturity.


 


SECTION 309.               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 legal owner of such Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307)
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.


 


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


 


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


 


SECTION 310.               Cancellation.  All Securities surrendered for payment,
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any current or future sinking fund payment
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee.  All Securities so delivered to
the Trustee shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company has not issued
and sold, and all Securities so delivered, shall be promptly cancelled by the
Trustee.  If the Company shall so acquire
any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  Unless by Company Order the Company directs
the return of any cancelled Securities to it, all cancelled Securities shall be
destroyed by the Trustee and upon written request of the Company the Trustee
shall deliver its certificate of such destruction to the Company.


 


SECTION 311.               Computation of Interest.  Except as otherwise specified as contemplated
by Section 301 with respect to any Securities, interest on the Securities of
each series shall be computed on the basis of a 360-day year of twelve 30-day
months.


 


36

















 


SECTION 312.               Currency and Manner of
Payments in Respect of Securities.  (a) Unless
otherwise specified with respect to any Securities pursuant to Section 301,
with respect to Securities of any series not permitting the election provided
for in paragraph (b) below or the Holders of which have not made the election
provided for in paragraph (b) below, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on any
Security of such series will be made in the Currency in which such Security is
payable.  The provisions of this Section 312
may be modified or superseded with respect to any Securities pursuant to Section 301.


 


(b)           It may be provided pursuant to Section 301 with
respect to Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of
(and premium, if any) or interest, if any, on such Securities in any of the
Currencies which may be designated for such election by delivering to the
Trustee for such series of Securities a written election with signature
guarantees and in the applicable form established pursuant to Section 301,
not later than the close of business on the Election Date immediately preceding
the applicable payment date.  If a Holder
so elects to receive such payments in any such Currency, such election will
remain in effect for such Holder or any transferee of such Holder until changed
by such Holder or such transferee by written notice to the Trustee for such
series of Securities (but any such change must be made not later than the close
of business on the Election Date immediately preceding the next payment date to
be effective for the payment to be made on such payment date and no such change
of election may be made with respect to payments to be made on any Security of
such series with respect to which an Event of Default has occurred or with
respect to which the Company has deposited funds pursuant to Articles Four or
Fourteen or with respect to which a notice of redemption has been given by the
Company or a notice of option to elect repayment has been sent by such Holder
or such transferee).  Any Holder of any
such Security who shall not have delivered any such election to the Trustee of
such series of Securities not later than the close of business on the
applicable Election Date will be paid the amount due on the applicable payment
date in the relevant Currency as provided in Section 312(a).  The Trustee for each such series of
Securities shall notify the Exchange Rate Agent as soon as practicable after
the Election Date of the aggregate principal amount of Securities for which
Holders have made such written election.


 


(c)           Unless otherwise specified pursuant to Section 301,
if the election referred to in paragraph (b) above has been provided for
pursuant to Section 301, then, unless otherwise specified pursuant to Section 301,
not later than the fourth Business Day after the Election Date for each payment
date for Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying, in the Currency in which Securities of
such series are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on the Securities to be paid on such
payment date, specifying the amounts in such Currency so payable in respect of
the Securities as to which the Holders denominated in any Currency shall have
elected to be paid in another Currency as provided in paragraph (b) above.  If the election referred to in paragraph (b) above
has been provided for pursuant to Section 301 and if at least one Holder has
made such election, then, unless otherwise specified pursuant to Section 301,
on the second Business Day preceding such payment date the Company will deliver
to the Trustee for such series of Securities an Exchange Rate Officer’s
Certificate in respect of the Dollar or Foreign Currency payments to be made on
such payment date.  Unless otherwise
specified pursuant to Section 301, the Dollar or Foreign Currency amount
receivable by Holders


 


37

















 


who have elected payment in a Currency as
provided in paragraph (b) above shall be determined by the Company on the
basis of the applicable Market Exchange Rate in effect on the third Business
Day (the “Valuation Date”) immediately preceding each payment date, and
such determination shall be conclusive and binding for all purposes, absent
manifest error.


 


(d)           If a Conversion Event occurs with respect to a Foreign
Currency in which any of the Securities are denominated or payable other than
pursuant to an election provided for pursuant to paragraph (b) above, then
with respect to each date for the payment of principal of (and premium, if any)
and interest, if any, on the applicable Securities denominated or payable in
such Foreign Currency occurring after the last date on which such Foreign
Currency was used (the “Conversion Date”), the Dollar shall be the
Currency of payment for use on each such payment date.  Unless otherwise specified pursuant to Section 301,
the Dollar amount to be paid by the Company to the Trustee of each such series
of Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.


 


(e)           Unless otherwise specified pursuant to Section 301,
if the Holder of a Security denominated in any Currency shall have elected to
be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder
shall receive payment in the Currency in which payment would have been made in
the absence of such election; and if a Conversion Event occurs with respect to
the Currency in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in paragraph
(d) above.


 


(f)            The “Dollar Equivalent of the Foreign Currency”
shall be determined by the Exchange Rate Agent and shall be obtained for each
subsequent payment date by converting the specified Foreign Currency into
Dollars at the Market Exchange Rate on the Conversion Date.


 


(g)           The “Dollar Equivalent of the Currency Unit” shall
be determined by the Exchange Rate Agent and, subject to the provisions of
paragraph (h) below, shall be the sum of each amount obtained by
converting the Specified Amount of each Component Currency into Dollars at the
Market Exchange Rate for such Component Currency on the Valuation Date with
respect to each payment.


 


(h)           For purposes of this Section 312 the following terms
shall have the following meanings:


 


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


 


A “Specified Amount” of a Component Currency shall mean the
number of units of such Component Currency or fractions thereof which were
represented in the relevant currency unit on the Conversion Date.  If after the Conversion Date the official
unit of


 


38

















 


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


 


“Election Date” shall mean the date for any series of Securities
as specified pursuant to clause (13) of Section 301 by which the written
election referred to in paragraph (b) above may be made.


 


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


 


In the event that the Company determines in good
faith that a Conversion Event has occurred with respect to a Foreign Currency,
the Company will immediately give written notice thereof to the Trustee of the
appropriate series of Securities and to the Exchange Rate Agent (and such
Trustee will promptly thereafter give notice in the manner provided in Section 106
to the affected Holders) specifying the Conversion Date.  In the event the Company so determines that a
Conversion Event has occurred with respect to any currency unit in which
Securities are denominated or payable, the Company will immediately give
written notice thereof to the Trustee of the appropriate series of Securities
and to the Exchange Rate Agent (and such Trustee will promptly thereafter give
notice in the manner provided in Section 106 to the affected Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date.  In the
event the Company determines in good faith that any subsequent change in any
Component Currency as set forth in the definition of Specified


 


39














 


Amount above has occurred,
the Company will similarly give written notice to the Trustee of the
appropriate series of Securities and to the Exchange Rate Agent.


 


The Trustee of the appropriate series of Securities
shall be fully justified and protected in relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not
otherwise have any duty or obligation to determine the accuracy or validity of
such information independent of the Company or the Exchange Rate Agent.


 


Unless otherwise specified pursuant to Section 301,
if any provision of this Section 312 shall be inconsistent with any
provision of Section 114, the provisions of Section 114 shall govern.


 


SECTION 313.               Appointment and Resignation of
Successor Exchange Rate Agent.  (a) Unless
otherwise specified pursuant to Section 301, if and so long as the
Securities of any series (i) are denominated in a Currency other than
Dollars or (ii) may be payable in a Currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so
required, at least one Exchange Rate Agent. 
The Company will cause the Exchange Rate Agent to make the necessary
foreign exchange determinations at the time and in the manner specified
pursuant to Section 301 for the purpose of determining the applicable rate of
exchange and, if applicable, for the purpose of converting the issued Currency
into the applicable payment Currency for the payment of principal (and premium,
if any) and interest, if any, pursuant to Section 312.


 


(b)           No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section shall
become effective until the acceptance of appointment by the successor Exchange
Rate Agent as evidenced by a written instrument delivered to the Company and
the Trustee of the appropriate series of Securities accepting such appointment
executed by the successor Exchange Rate Agent.


 


(c)           If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause, with respect to the Securities of one or
more series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to
the Securities of that or those series (it being understood that any such
successor Exchange Rate Agent may be appointed with respect to the Securities
of one or more or all of such series and that, unless otherwise specified
pursuant to Section 301, at any time there shall only be one Exchange Rate
Agent with respect to the Securities of any particular series that are
originally issued by the Company on the same date and that are initially
denominated and/or payable in the same Currency).


 


SECTION 314.               Registrar and Paying Agent.  The Company shall maintain an office or
agency where Securities may be presented for registration of transfer or for
exchange (the “Registrar”), and an office or agency where Securities may
be presented for payment (the “Paying Agent”) and an office or agency
where notices and demands to or upon the Company, if any, in respect of the
Securities and this Indenture may be served. 
The Registrar shall keep a


 


40

















 


register of the Securities
and of their transfer and exchange.  The
Company may have one or more additional Paying Agents.  The term “Paying Agent” includes any
additional Paying Agent.  Neither the
Company nor any Affiliate thereof may act as a Paying Agent.


 


The Company shall enter into an appropriate agency
agreement, which shall incorporate the provisions of the TIA, with any Agent
that is not a party to this Indenture. 
The agreement shall implement the provisions of this Indenture that
relate to such Agent.  The Company shall
notify the Trustee of the name and address of any such Agent.  If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act
as such and shall be entitled to appropriate compensation in accordance with Section 607.


 


The Company initially appoints the Trustee as
Registrar or Paying Agent and Agent for service of notices and demands in
connection with the Securities and this Indenture.


 


SECTION 315.               Paying Agent To Hold Money in
Trust.  Each Paying Agent shall hold
in trust for the benefit of the Holders or the Trustee all money held by the
Paying Agent for the payment of principal of or premium or interest on the
Securities (whether such money has been paid to it by the Company or any other
obligor on the Securities), and the Company and the Paying Agent shall notify
the Trustee of any default by the Company (or any other obligor on the
Securities) in making any such payment. 
Money held in trust by the Paying Agent need not be segregated except as
required by law.  The Company at any time
may require the Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed and the Trustee may at any time during the
continuance of any Event of Default specified in Section 501(1) or (2), upon
written request to the Paying Agent, require such Paying Agent to pay forthwith
all money so held by it to the Trustee and to account for any funds
disbursed.  Upon making such payment, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.  The Paying Agent shall invest
money held by it only upon the written instructions of the Company.


 


SECTION 316.               Noteholder Lists.  The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of the Holders.  If
the Trustee is not the Registrar, the Company shall furnish to the Trustee at
least five Business Days before each Interest Payment Date, and at such other
times as the Trustee may request in writing, a list in such faun and as of such
date as the Trustee may reasonably require of the names and addresses of the Holders.


 


SECTION 317.               Transfer and Exchange.  Subject to Sections 204 and 205, when
Securities are presented to the Registrar with a request from the Holder of
such Securities to register a transfer or to exchange them for an equal
principal amount of Securities of other authorized denominations, the Registrar
shall register the transfer as requested. 
Every Security presented or surrendered for registration of transfer or
exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar, duly executed
by the Holder thereof or his attorneys duly authorized in writing.  To permit registrations of transfers and
exchanges, the Company shall issue and execute and the Trustee shall authenticate
new Securities evidencing such transfer or exchange at the Registrar’s
request.  No service charge shall be made
to the Holder for any registration of transfer or


 


41

















 


exchange.  The Company may require from the Holder
payment of a sum sufficient to cover any transfer taxes or other governmental
charge that may be imposed in relation to a transfer or exchange, but this
provision shall not apply to any exchange pursuant to Section 304 or 1107, (in
which events the Company shall be responsible for the payment of such
taxes).  The Registrar shall not be
required to exchange or register a transfer of any Security for a period of 15
days immediately preceding the mailing of notice of redemption of Securities to
be redeemed or of any Security selected, called or being called for redemption
except the unredeemed portion of any Security being redeemed in part.


 


Any Holder of the Global Security or a beneficial
interest in the Global Security shall, by acceptance of such Global Security or
beneficial interest, agree that transfers of the beneficial interests in such
Global Security may be effected only through a book entry system maintained by
the Holder of such Global Security (or its agent), and that ownership of a beneficial
interest in the Global Security shall be required to be reflected in a book
entry.


 


Except as expressly provided herein, neither the
Trustee nor the Registrar shall have any duty to monitor the Company’s
compliance with or have any responsibility with respect to the Company’s
compliance with any Federal or state securities laws.


 


SECTION 318.               Outstanding Securities.  The Securities outstanding at any time are
all Securities that have been authenticated by the Trustee except for (a) those
canceled by it, (b) those delivered to it for cancellation, (c) to the
extent set forth in Sections 1401, on or after the date on which the conditions
set forth in Section 1401 have been satisfied, those Securities
theretofore authenticated and delivered by the Trustee hereunder and (d) those
described in this Section 318 as not outstanding.


 


If a Security is replaced pursuant to Section 306,
it ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Security is held by a bona fide purchaser in whose hands
such Security is a legal, valid and binding obligation of the Company.


 


If the Paying Agent holds, in its capacity as such,
on the Maturity Date, money sufficient to pay all accrued interest and
principal with respect to the Securities payable on that date and is not
prohibited from paying such money to the Holders thereof pursuant to the terms
of this Indenture, then on and after that date such Securities cease to be
outstanding and interest on them ceases to accrue.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


SECTION 401.               Satisfaction and Discharge of
Indenture.  This Indenture shall upon
Company Request cease to be of further effect with respect to any series of
Securities (except as to any surviving rights of registration of transfer or
exchange of Securities of such series herein expressly provided for) and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series
when


 


(1)           either


 


42

















 


(A)                              all Securities of such
series theretofore authenticated and delivered (other than (i) Securities
of such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Securities of such series
for whose payment money has theretofore been deposited with the Trustee or any
Paying Agent and thereafter repaid to the Company, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or


 


(B)                                all Securities of such
series not theretofore delivered to the Trustee for cancellation


 


(i)                                     have become due
and payable, or


 


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


 


(iii)                               if redeemable
at the option of the Company, are to be


 


called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company, and the Company, in the case of (i), (ii)
or (iii) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount, in the Currency in which the
Securities of such series are payable, sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal (and premium, if any) and interest to the date
of such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;


 


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


 


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


 


Notwithstanding the satisfaction and discharge of
this Indenture, the obligations of the Company to the Trustee under Section 607,
the obligation of the Company to pay Tax Gross-Up Amounts and any
indemnification payments under Section 1009, the obligations of the Trustee to
any Authenticating Agent under Section 612 and, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


 


SECTION 402.               Application of Trust Money.  Subject to the provisions of the last
paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and


 


43

















 


this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.


 


ARTICLE FIVE


 


REMEDIES


 


SECTION 501.               Events of Default.  “Event of Default”, wherever used
herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):


 


(1)           default in the
payment of any interest (including Tax Gross-Up Amounts) upon any Security of
that series when such interest 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
when the same becomes due and payable; or


 


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


 


(4)           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 501 specifically dealt with),
and continuance of such default or breach for a period of 60 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of the applicable series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or


 


(5)           the entry of a
decree or order by a court having jurisdiction in the premises adjudging the
Company or any of its Significant Subsidiaries a bankrupt or insolvent under or
subject to the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors
Arrangement Act (Canada) or any other bankruptcy, insolvency or analogous laws,
or the issuance of a sequestration order or the appointment of a receiver in
receipt of any substantial part of the property of the Company or any of its
Significant Subsidiaries, and any such decree, order or appointment continues unstayed
and in effect for a period of 90 days; or


 


(6)           the institution by
the Company or any of its Significant Subsidiaries of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, under or subject to the


 


44

















 


Bankruptcy
and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada)
or any other bankruptcy, insolvency or analogous laws or the consent by it to
the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or any of its Significant Subsidiaries or of any substantial part of
its property, or the making by it of a general assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due or the taking by it of corporate action in
furtherance of any of the aforesaid purposes; or


 


(7)           (A) default
under any indenture or instrument evidencing or under which the Company or any
Subsidiary has at the date of this Indenture or shall hereafter have
outstanding any Debt (other than an obligation payable on demand or maturing
less than 12 months from the date such Debt is incurred) in any individual
instance in excess of an amount equal to 5% of Consolidated Shareholders’
Equity shall occur and be continuing and, if such Debt has not already matured
in accordance with its terms, such Debt shall have been accelerated so that the
same shall be or become due and payable prior to the date on which the same
would otherwise have become due and payable, and such acceleration shall not be
rescinded or annulled within 15 Business Days after notice thereof shall have
been given to the Company by the Trustee or to the Company and the Trustee by
the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of the applicable series or (B) default in any payment when due
at final maturity of any such Debt, including any applicable grace period; or


 


(8)           any other Event of
Default provided in a supplemental indenture, Board Resolution or Officers’
Certificate with respect to Securities of that series.


 


SECTION 502.               Acceleration of Maturity;
Rescission and Annulment.  If an
Event of Default described in clauses (1), (2), (3), (4), (5) (unless with
respect to the Company), (6) (unless with respect to the Company), (7) or (8) of
Section 501 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 that
series may declare the principal amount (or if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of that series) and all other amounts owing
thereunder of all of the Securities of that 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
portion thereof) and all other amounts owing thereunder shall become
immediately due and payable.  If any
Event of Default described in clause (5) (with respect to the Company) or (6) (with
respect to the Company) of Section 501 occurs and is continuing, all
principal amount and all other amounts owing under outstanding Securities will
become due and payable immediately without further action or notice.


 


At any time after such a declaration of acceleration
with respect to Securities of any series (or of all series, as the case may be)
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 Five provided, the
Holders of a majority in principal amount of the Outstanding Securities of that


 


45

















 


series (or of all series, as
the case may be), by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if


 


(1)           the Company has paid
or deposited with the Trustee a sum sufficient to pay in the Currency in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)),


 


(A)          all
overdue interest on all Outstanding Securities of that series (or of all
series, as the case may be),


 


(B)           all
unpaid principal of (and premium, if any, on) any Outstanding Securities of
that series (or of all series, as the case may be) which has become due
otherwise than by such declaration of acceleration, and interest on such unpaid
principal at the rate or rates prescribed therefor in such Securities,


 


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


 


(D)          all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and


 


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


 


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


 


SECTION 503.               Collection of Indebtedness and
Suits for Enforcement by Trustee. 
The Company covenants that if


 


(1)           default is made in
the payment of any installment of interest 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,


 


then the Company will, upon demand of the
Trustee, pay to the Trustee for the benefit of the Holders of such Securities,
the whole amount then due and payable on such Securities for principal (and
premium, if any) and interest, and interest on any overdue principal (and
premium, if any), and to the extent that payment of such interest is lawful,
interest on any overdue interest, at the rate or rates prescribed therefor in
such Securities, and, in addition thereto, such further


 


46

















 


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.


 


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


 


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


 


SECTION 504.               Trustee May File Proofs
of Claim.  In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,


 


(i)            to file and prove a
claim for the whole amount of principal (and premium, if any), or such portion
of the principal amount of any series of Original Issue Discount Securities as
may be specified in the terms of such series, and interest owing and unpaid in
respect of the Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders allowed in such
judicial proceeding, and


 


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


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.


 


47

















 


Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


 


SECTION 505.               Trustee May Enforce
Claims Without Possession of Securities. 
All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


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


 


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


 


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


 


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


 


SECTION 507.               Limitation on Suits.  No Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless


 


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


 


(2)           the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
in the case of any Event of Default described in Section 501 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;


 


48

















 


(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 not less than a majority in principal
amount of the Outstanding Securities of that series in the case of any Event of
Default described in Section 501;


 


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 Holders of Securities of the same series, in
the case of any Event of Default described in Section 501, 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 Holders of Securities of the same
series, in the case of any Event of Default described in Section 501.


 


SECTION 508.               Unconditional Right of Holders
to Receive Principal, Premium and Interest. 
Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article Fourteen)
and in such Security, of the principal of (and premium, if any), including
Redemption Price and Repayment Price, and (subject to Section 307)
interest on, such Security on the respective due dates therefor and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.


 


SECTION 509.               Restoration of Rights and
Remedies.  If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.


 


SECTION 510.               Rights and Remedies Cumulative.  Except as otherwise provided with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 306, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 511.               Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to


 


49














 


the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


SECTION 512.                                            Control by
Holders.  With respect to the Securities
of any series, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such 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,
relating to or arising under Section 501; provided, however,
that in each case


 


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


 


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


 


(3)                                  the Trustee
need not take any action which might involve it in personal liability or be
unjustly prejudicial to the Holders of Securities of such series not
consenting, unless the Trustee shall be offered reasonable security or
indemnity satisfactory to it.


 


SECTION 513.                                            Waiver of Past
Defaults.  Subject to Section 502,
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 described in Section 501, and its
consequences, except a default


 


(1)                                  in respect of
the payment of the principal of (or premium, if any) or interest on any
Security, or


 


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


 


Upon any such waiver, any 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 Event of Default or impair any
right consequent thereon.


 


SECTION 514.                                            Undertaking for
Costs.  All parties to this Indenture
agree, and each Holder of any Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made
by such party litigant; but the provisions of this Section shall not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities to which the suit relates, or to any suit instituted
by any Holder for the enforcement of the payment


 


50

















 


of the principal of (or
premium, if any), including Redemption Price and Repayment Price, or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption or repayment, on or after the
Redemption Date or Repayment Date, as the case may be).


 


SECTION 515.                                            Waiver of Stay
or Extension Laws.  The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


 


ARTICLE SIX


 


THE TRUSTEE


 


SECTION 601.                                            Certain Duties
and Responsibilities.  (a) 
Except during the continuance of an Event of Default,


 


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


 


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


 


(b)                                 In case an
Event of Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.


 


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


 


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


 


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


 


51

















 


(6)                                  the Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Securities of any series, determined as
provided in Section 512, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture
with respect to the Securities of such series; and


 


(7)                                  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.


 


(d)                                 Whether or not
herein expressly so provided, every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.


 


SECTION 602.                                            Notice of
Defaults.  Within 90
days after the occurrence of any default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), including Redemption Price and Repayment
Price, or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided further that in the case of any default or breach of
the character specified in Section 501(4) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.  For the
purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.


 


SECTION 603.                                            Certain Rights
of Trustee.  Subject to
the provisions of TIA Section 315(a) through 315(d):


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


(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; and


 


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


 


The Trustee shall not be required 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.


 


SECTION 604.                                            Trustee Not
Responsible for Recitals or Issuance of Securities.  The recitals contained herein and in the
Securities, except for the Trustee’s certificates of authentication, shall be
taken as the statements of the Company, and the Trustee or any Authenticating
Agent assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder
and that the statements made by it in a 


 


53

















 


Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate,
subject to the qualifications set forth therein.  The Trustee or any Authenticating Agent shall
not be accountable for the use or application by the Company of Securities or
the proceeds thereof.


 


SECTION 605.                                            May Hold
Securities.  The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company or of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
TIA Sections 310(b) and 311, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


 


SECTION 606.                                            Money Held in
Trust.  Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent
required by law.  The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.


 


SECTION 607.                                            Compensation
and Reimbursement.  The Company
agrees:


 


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


 


(2)                                  except as
otherwise expressly provided herein, to reimburse the Trustee upon its 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 and the allocable costs of in-house counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad faith
or willful misconduct; and


 


(3)                                  to indemnify
the Trustee for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith or willful misconduct on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.


 


The obligations of the Company under this Section to
compensate the Trustee, to pay or reimburse the Trustee for expenses,
disbursements and advances and to indemnify and hold harmless the Trustee shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.  As
security for the performance of such obligations of the Company, the Trustee
shall have a claim prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of (and premium, if any), including Redemption Price and Repayment
Price or interest on particular Securities.


 


SECTION 608.                                            Corporate
Trustee Required; Eligibility; Conflicting Interests.  There shall at all times be a Trustee
hereunder which shall be eligible to act as Trustee under TIA


 


54

















 


Section 310(a)(1) and
shall have a combined capital and surplus of at least $50,000,000.  If such corporation or national banking
association publishes reports of condition at least annually, pursuant to law
or to the requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation or national banking
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.


 


SECTION 609.                                            Resignation and
Removal; Appointment of Successor.  (a) No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of Section 610.


 


(b)                                 The Trustee may
resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company. 
If the instrument of acceptance by a successor Trustee required by Section 610
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.


 


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


 


(d)                                 If at any time:


 


(2)                                  the Trustee shall
fail to comply with the provisions of TIA Section 310(b) 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


 


(3)                                  the Trustee
shall cease to be eligible under Section 608 and shall fail to resign
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


 


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


 


then, in any such case, (i) the Company,
by a Board Resolution, may remove the Trustee with respect to all Securities,
or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 


(e)                                  If the Trustee
shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of
one


 


55

















 


or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series).  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 become
the successor Trustee with respect to the Securities of such series and to that
extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


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


 


SECTION 610.                                            Acceptance of
Appointment by Successor.  (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder, subject nevertheless to its
lien, if any, provided for in Section 607.


 


(b)                                 In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Securities of one or more series shall
execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Securities, shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be


 


56

















 


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 Trustee 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 to resignation or removal
of the retiring Trustee shall become effective to the extent provided therein
and each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject
nevertheless to the lien, if any, provided for in Section 607.  Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms “Indenture” and “Securities” shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.


 


(c)                                  Upon request of
any such successor Trustee, the Company shall execute any and all instruments
for more fully and certainly vesting in and confirming to such successor
Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of
this Section 610, as the case may be.


 


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


 


SECTION 611.                                            Merger,
Conversion, Consolidation or Succession to Business.  Any corporation or national banking
association into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation or national banking association resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation or national banking association succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation or national
banking association 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; and in case at that time any of the
Securities shall not have been authenticated, any successor Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


 


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SECTION 612.                                            Appointment of
Authenticating Agent.  At any time
when any of the Securities remain Outstanding, 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 and the Trustee shall give written notice of such
appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner provided for in Section 106.  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 such instrument 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 or national banking association organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority.  If such corporation or national banking
association 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 corporation or
national banking association 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, it
shall resign immediately in the manner and with the effect specified in this
Section.


 


Any corporation or national banking association 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 or national banking association succeeding to the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation or national banking association
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 written notice of such appointment to all Holders of Securities of
the series with respect to which such Authenticating Agent will serve, in the
manner provided for in Section 106. 
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an Authenticating
Agent.  No


 


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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 607.


 


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 alternate 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.


 


	
  U.S.
  Bank National Association,

  	
   

  
	
  as
  Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  as
  Authenticating Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Authorized Officer

  	
   

  



 


SECTION 613.                                            Co-Trustee.  (a) At any time, only for the purpose
of, and only to the extent required for, meeting the legal requirements of any
applicable jurisdiction, the Trustee shall have the power to appoint one or
more persons to act as co-trustee under this Indenture, with such powers as may
be provided in the instrument of appointment, and to vest in such person or
persons any property, title, right or power deemed necessary or desirable,
subject to the remaining provisions of this Section.  Before the appointment of any co-trustee the
Trustee shall, if the circumstances so permit, consult the Company and if any
co-trustee so appointed shall be a person to whose appointment the Company
might reasonably object by reason of any conflict of interest or other
disability, a determination made by the Trustee (after consulting its legal
advisor in the appropriate jurisdiction) that in its opinion there is no such
conflict of interest or other disability in relation to any such co-trustee
shall be conclusive and binding upon the Company.


 


Should any written instrument from the Company be
required by any co-trustee so appointed for more fully confirming to such
co-trustee such property, title, right or power, any and all such instruments
shall, on request, be executed, acknowledged and delivered by the Company.


 


(b)                                 Each co-trustee
shall, to the extent permitted by applicable law, be appointed subject to the
following terms.


 


(2)                                  The rights,
powers, duties and obligations conferred or imposed upon any such co-trustee
shall not be greater than those conferred or imposed upon the Trustee, and such
rights and powers shall be exercisable only jointly with the Trustee, except to
the extent that, under any law of any jurisdiction in which any particular act
or acts is to be


 


59














 


performed,
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights and powers shall be exercised by such co-trustee
subject to the provisions of Section 613(b)(4) below.


 


(3)                                  The Trustee may
at any time, by an instrument in writing executed by it, accept the resignation
of or remove any co-trustee appointed under this Section.


 


(4)                                  No co-trustee
under this Indenture shall be liable by reason of any act or omission of any
other co-trustee appointed under this Indenture.


 


(5)                                  No power given
to such co-trustee shall be separately exercised hereunder by such co-trustee
except with the consent in writing of the Trustee.


 


(c)                                  The provisions
of Section 607 hereof shall extend to any co-trustee, its officers,
employees, agents, successors and assigns appointed hereunder.


 


(d)                                 Any Act of
Holders delivered to the Trustee shall be deemed to have been delivered to each
such co-trustee.


 


ARTICLE SEVEN




HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


SECTION 701.                                            Disclosure of
Names and Addresses of Holders.  Every Holder, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Holders in accordance with TIA Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
TIA Section 312(b).


 


SECTION 702.                                            Reports by
Trustee.  Within 60 days after May 15
of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit to the
Holders, in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA Section 313(a).


 


SECTION 703.                                            Reports by
Company.  The Company shall:


 


(1)                                  whether or not
required by the rules and regulations of the SEC, so long as any
Securities are outstanding, furnish to the holders of the Securities or cause
the Trustee to furnish to the holders of Securities (or make available through
the SEC’s EDGAR electronic filing system): (a) within 120 days after the
end of each fiscal year (or such shorter period as the SEC may prescribe),
annual reports on Form 20-F (or, to the extent permitted by the rules and
regulations of the SEC, Form 40-F (or, in each case, any successor form))
containing the information required to be contained therein (or required in
such successor form), (b) within 60 days after the end of each of the
first three fiscal quarters of each fiscal year (or such shorter period as the
SEC may prescribe), reports on Form 6-K (or any successor form) and (c) promptly,
within 5 Business Days, from time


 


60

















 


to
time after the occurrence of an event required to be therein reported, such
other reports on Form 6-K (or any successor form);


 


(2)                                  prepare all
such reports specified in clause (1) of this Section 703 in all
material respects in accordance with all of the rules and regulations
applicable to such reports;


 


(3)                                  file a copy of
each of the reports specified in clause (1) of this Section 703 with
the SEC for public availability within the time period specified above (unless
the SEC will not accept such a filing) and will post the reports on its website
within those time periods;


 


(4)                                  comply at all
times with Section 314 of the TIA; and


 


(5)                                  if the Company
is no longer subject to the periodic reporting requirements of the Exchange
Act, for any reason, continue filing the reports specified in clause (1) of
this Section 703 with the SEC within the time periods specified above
unless the SEC will not accept such a filing.


 


The Company will not take any action for the purpose
of causing the SEC not to accept such filings. If, notwithstanding the
foregoing, the SEC will not accept the Company’s filings for any reason, the
Company will post the reports referred to in the preceding paragraph on its
website within the time periods that would apply if the Company were required
to file those reports with the SEC.


 


In addition, for so long as any Securities remain
outstanding, if at any time the Company is not required to file with the SEC
the reports required by the preceding paragraphs, the Company will furnish to
the holders of the Securities and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.


 


ARTICLE EIGHT




CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
LEASE


 


SECTION 801.                                            Company May Consolidate,
Etc., Only on Certain Terms.  The Company shall not amalgamate or
consolidate with or merge into any other Person or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, unless:


 


(1)                                  the Person
formed by such consolidation or amalgamation 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 organized and existing under the laws of
Canada or any province or territory thereof, the United States of America or
any State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the Company’s obligation for the due and punctual
payment of the principal of (and premium, if any), including Redemption Price
and Repayment Price, and interest on all the Securities and


 


61

















 


the
performance of every covenant of this Indenture on the part of the Company to
be performed or observed;


 


(2)                                  immediately
after giving effect to such transaction, 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; and


 


(3)                                  the Company has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such amalgamation, consolidation, merger, conveyance,
transfer or lease and such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


This Section shall only apply to a merger,
amalgamation or consolidation in which the Company is not the surviving
corporation and to conveyances, leases and transfers by the Company as
transferor or lessor.


 


SECTION 802.                                            Successor
Person Substituted.  Upon any
amalgamation or consolidation by the Company with or merger by the Company into
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 801,
the successor Person formed by such amalgamation or 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 corporation had been named as the Company herein, and in the event of
any such conveyance or transfer, the Company (which term shall for this purpose
mean the Person named as the “Company” in the first paragraph of this Indenture
or any successor corporation which shall theretofore become such in the manner
described in Section 801), except in the case of a lease, shall be
discharged of all obligations and covenants under this Indenture and the
Securities and may be dissolved and liquidated.


 


SECTION 803.                                            Securities To
Be Secured in Certain Events.  If, as a result of any amalgamation or
consolidation of the Company with or merger of the Company with any other
Person, or upon any conveyance, lease or transfer of the property of the
Company as an entirety or substantially as an entirety to any other Person, any
properties or assets of the Company would become subject to a mortgage, pledge,
charge, security interest or other encumbrance securing Debt, then unless such
mortgage, pledge, charge, security interest or other encumbrance could be
created without equally and ratably securing the Securities under Section 1006,
the Company or such successor Person, as the case may be, prior to or
simultaneously with such amalgamation, consolidation, merger, conveyance, lease
or transfer, will, with respect to such properties or assets, secure the
Securities Outstanding hereunder (together with, if the Company shall so
determine, any other Debt of the Company now existing or hereafter created
which is not subordinate to the Securities) equally and ratably with (or prior
to) all such Debt which upon such amalgamation, consolidation, merger,
conveyance, lease or transfer is to become secured as to such properties or
assets, or will cause such Securities to be so secured; provided that for the
purpose of providing such equal and rateable or prior security, the principal
amount of Original Issue Discount Securities shall mean that amount which would
at the time of


 


62

















 


making such effective
provision be due and payable pursuant to Section 502 and the terms of such
Original Issue Discount Securities upon a declaration of acceleration of the
Maturity thereof, and the extent of such equal and ratable security shall be
adjusted, to the extent permitted by law, as and when said amount changes over
time pursuant to the terms of such Original Issue Discount Securities.


 


ARTICLE NINE




SUPPLEMENTAL INDENTURES


 


SECTION 901.                                            Supplemental
Indentures without Consent of Holders.  Without the consent of any Holders, 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 contained herein and in the
Securities; 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 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 (and if such Events of Default are to be for the
benefit of less than all series of Securities, stating that such Events of
Default are being included solely for the benefit of such series); or


 


(4)                                  to change or
eliminate any of the provisions of this Indenture; provided that any such
change or elimination (a) shall become effective only when there is no
Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision or (b) shall
not apply to any Outstanding Security; or


 


(5)                                  to secure the
Securities pursuant to the requirements of Section 803, 1006 or 1007 or
otherwise; or


 


(6)                                  to establish
the form or terms of Securities of any series as permitted by Sections 201 and
301; 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 610(b); or


 


63

















 


(8)                                  to close this
Indenture with respect to the authentication and delivery of additional series
of Securities, to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Indenture; provided, however, such action shall not
adversely affect the interests of the Holders of Securities of any particular
series in any material respect; or


 


(9)                                  to comply with
any requirements of the SEC in order to effect and maintain the qualification
of the Indenture under the Trust Indenture Act; or


 


(10)                            to supplement
any of the provisions of this Indenture to such extent as shall be necessary to
permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 401, 1402 and 1403; or


 


(11)                            to conform the
text of this Indenture or the Securities to any provision of the Description of
Notes contained in any offering memorandum in connection with the offering of
any Securities to the extent that such provision was intended to be a verbatim
recitation of a provision of this Indenture or the Securities, which intent may
be evidenced by an Officers’ Certificate to that effect; provided, however,
that any such action shall not adversely affect the interests of the Holders of
Securities of such series or any other series of Securities in any material
respect.


 


SECTION 902.                                            Supplemental
Indentures with Consent of Holders.  With the consent of the Holders of not less
than a majority in principal amount of all Outstanding Securities of any series
of Securities affected by such supplemental indenture, by Act of said Holders
if such series delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to 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 which affect such Securities or of modifying in any manner the
rights of the Holders of such Securities 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 interest on, any
Security, or change the time at which any Security may or shall be redeemable
or repayable or reduce the principal amount thereof or the rate of interest
thereon or any premium, including Redemption Price and Repayment Price, payable
upon the redemption or repayment thereof, or change any obligation of the
Company to pay additional amounts provided for pursuant to Section 301,
change any obligation of the Company to pay Tax-Gross Up Amounts in accordance
with Section 1009 with respect to the Securities of any Series, or reduce
the amount of the principal of an Original Issue Discount Security that would
be due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant
to Section 504, or adversely affect any right of repayment at the option
of any Holder of any Security, or change any Place of Payment where, or the
Currency in which, any Security or any premium or the interest thereon is
payable, or modify Section 508, or


 


64

















 


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


 


(3)                                  modify any of
the provisions of this Section, Section 513 or Section 1008, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby.


 


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


 


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


 


SECTION 903.                                            Execution of
Supplemental Indentures.  In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall
not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


 


SECTION 904.                                            Effect of
Supplemental Indentures.  Upon
the execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


 


SECTION 905.                                            Conformity with
Trust Indenture Act.  Every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.


 


SECTION 906.                                            Reference in
Securities to Supplemental Indenture.  Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


 


65

















 


SECTION 907.                                            Notice of
Supplemental Indentures. 
Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the
Company shall give notice thereof to the Holders of each Outstanding Security
so affected, pursuant to Section 106, setting forth in general terms the
substance of such supplemental indenture.


 


ARTICLE TEN




COVENANTS


 


SECTION 1001.                                      Payment of
Principal, Premium, if any, and Interest.  The Company covenants and agrees for the
benefit of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any), including Redemption Price and Repayment
Price, and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.


 


SECTION 1002.                                      Maintenance of
Office or Agency.  The Company
will maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served.


 


The Company 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. 
Unless otherwise specified with respect to any Securities as
contemplated by Section 301 with respect to a series of Securities, the
Company hereby designates as a Place of Payment for each series of Securities
the Borough of Manhattan, The City of New York, and initially appoints the
Trustee at its New York office as Paying Agent in such Place of Payment and as
its agent to receive all presentations, surrenders, notices and demands.


 


Unless otherwise specified with respect to any
Securities pursuant to Section 301, if and so long as the Securities of
any series (i) are denominated in a Currency other than Dollars or (ii) may
be payable in a Currency other than Dollars, or so long as it is required under
any other provision of the Indenture, then the Company will maintain with
respect to each such series of Securities, or as so required, at least one
Exchange Rate Agent.


 


SECTION 1003.                                      Money for
Securities Payments to Be Held in Trust.  If the Company shall at any time act as its
own Paying Agent with respect to any series of Securities, it will, on or
before each due date of the principal of (and premium, if any), including
Redemption Price and Repayment Price, or interest on any of the Securities of
that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for


 


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the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) sufficient to pay the principal (and premium, if any) or 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, prior to or on each due date of
the principal of (and premium, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum (in the Currency described in the
preceding paragraph) sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or failure so to act.


 


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


 


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


 


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


 


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


 


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


 


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


 


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Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


 


SECTION 1004.                                      Statement as to
Compliance.  The Company
will deliver to the Trustee, within 120 days after the end of each fiscal year,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the Company’s
compliance with all conditions and covenants under this Indenture.  For purposes of this Section 1004, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


SECTION 1005.                                      Corporate 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 corporate existence and its rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders.


 


SECTION 1006.                                      Negative Pledge.  The Company will not, and will not permit any
Subsidiary to, create any Security Interest on any of its property or assets
(including Capital Stock), whether owned on the date hereof or hereafter
acquired, to secure any Debt unless at the same time it shall secure equally
and ratably with such Debt all Securities then Outstanding by the same
instrument or by other instrument for so long as such obligation is secured;
provided that this covenant shall not hinder or prevent the sale of any
property or assets of the Company (except in the case of a sale in connection
with a transaction prohibited by Section 1007) or hinder or prevent:


 


(i)                                     Security
Interests existing on the date of initial issuance of the Securities;


 


(ii)                                  Security
Interests on any property, Capital Stock, or other assets existing at the time
of acquisition thereof by the Company or any Subsidiary (which may include
property previously leased by the Company or any Subsidiary and leasehold
interests thereon, provided that the lease terminates prior to the
acquisition);


 


(iii)                               Security
Interests on property, Capital Stock, or other assets of a corporation or other
entity existing at the time such corporation or other entity is merged into or
consolidated with the Company or any Subsidiary or at the time of a sale, lease
or other disposition of the properties of a corporation or other entity as an
entirety or substantially as an entirety to the Company or any Subsidiary;


 


(iv)                              Security
Interests on property, Capital Stock or other assets (“Secured Projects”)
acquired, constructed or improved by the Company or any Subsidiary after the
initial issuance of the Securities which are created or assumed contemporaneously
with, or within 270 days after such acquisition (or, in the case of property or
other assets


 


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constructed
or improved, within 270 days after the completion or commencement of commercial
operation of such property or other assets, whichever is later) to secure or
provide for the payment of any part of the purchase price of such property,
Capital Stock, or other assets or cost of such construction or improvement; provided
that if a commitment to so finance such a payment is obtained prior to or
within such 270 day period and the related Security Interest is created within
90 days after the expiration of the 270 day period, the applicable Security
Interest shall be deemed to be included in this clause (iv); and provided further
that such Security Interests may also extend to:  (a) any Necessary Assets provided
that the instrument granting such Security Interests does not materially impair
the continued operation of each Significant Facility requiring or dependent on
such Necessary Assets notwithstanding a default under such instrument or
acceleration of the obligations secured thereby; (b) any unimproved real
property theretofore owned by the Company or any Subsidiary, on which the
property so constructed, or the improvement is located; and (c) contract
rights (including revenue therefrom) of the Company or any Subsidiary directly
related to such Secured Projects;


 


(v)                                 Security
Interests securing Debt issued pursuant to a receivables facility or similar
credit arrangement which provides for Debt issued by the Company or any
Subsidiary thereunder and interest thereon and related obligations to be
secured by a pledge of receivables of the Company or any Subsidiary in
accordance with an indenture or other agreement and which further provides that
the holder of interests in the trust created pursuant to such indenture or
other agreement is to be entitled to a first call on the proceeds of any
enforcement of the security under the indenture or other agreement that are
attributable to receivables of the Company or any Subsidiary;


 


(vi)                              the granting of
any security, whether by way of letter of credit, surety bond or otherwise,
which is posted or granted pursuant to a court order or agreement with a third
Person in the context of a dispute by the Company or any Subsidiary of the
claims by a third Person purportedly arising in the ordinary course of business
of, or incident to current construction by, the Company or any Subsidiary;


 


(vii)                           the deposit of
cash, letters of credit, surety bonds, labor and material bonds, or any other
security in connection with contracts (other than for the payment of Debt) or
tenders in the ordinary course of business or to secure margins accounts in the
ordinary course of business, workmen’s compensation, surety or appeal bonds,
costs of litigation required by law, public and statutory obligations, liens or
claims whether arising at common law, equity or pursuant to statute whether
incident to current construction or otherwise, including but not limited to
mechanics’, workmen’s, carriers’ and other similar liens;


 


(viii)                        Security
Interests securing Debt or other obligations of a Subsidiary owing to the
Company or a wholly owned Subsidiary;


 


(ix)                                Security
Interests on or other conveyances of property or other assets owned by the
Company or any Subsidiary in favor of the Government of Canada or any Province
or Territory thereof or the United States of America or any State, territory or
possession thereof (or the District of Columbia), or any department, agency,


 


69














 


instrumentality
or political subdivision of the Government of Canada or any Province or
Territory thereof or the United States of America or any State, territory or
possession thereof (or the District of Columbia), to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure any
Debt incurred for the purpose of financing all or any part of the purchase
price or the cost of construction or improvement of the property subject to
such Security Interests; or


 


(x)                                   Security
Interests securing Debt and letters of credit under Credit Facilities in an
aggregate principal amount at any one time outstanding under this clause (x) (with
letters of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Subsidiaries thereunder and together
with any extension, renewal or replacement Debt incurred pursuant to clause
(xi) below to extend, renew or replace any Debt incurred pursuant to the clause
(x)) not to exceed $350.0 million;


 


(xi)                                any extension,
renewal or replacement (or successive extensions, renewals or replacements), in
whole or in part, of any Security Interest referred to in the foregoing clauses
(i) to (x), inclusive, without increase of the principal of the Debt secured
thereby; provided, however, that such extension, renewal or
replacement shall be limited to all or a part of the property or other assets
which secured the Security Interest so extended, renewed or replaced (plus
improvements on such property or other assets); and provided, further,
that any Security Interest permitted by any of the forgoing clauses (i) to
(x), inclusive, of this Section 1006 shall not extend to or cover any
property of the Company or any Subsidiary other than the property specified in such
clauses and improvements thereto.


 


Notwithstanding the foregoing provisions or the
provisions of Section 1007, the Company or any Subsidiary may issue,
incur, create, assume or guarantee (collectively, “incur”) Debt secured by
Security Interests which would otherwise be subject to the foregoing
restrictions and enter into any Sale/Leaseback Transaction that would otherwise
be prohibited by Section 1007 in an aggregate principal amount which,
together with all other outstanding Debt of the Company and each Subsidiary or
any of them which (if originally issued, incurred, created, assumed or
guaranteed at such time) would otherwise be subject to the foregoing
restrictions and the aggregate Attributable Debt of all such Sale/Leaseback
Transactions of the Company and each Subsidiary or any of them at any one time
outstanding together, does not, as of the date of incurrence, exceed 15% of
Consolidated Net Tangible Assets of the Company.


 


SECTION 1007.                                      Limitation on
Sale/Leaseback Transactions.  The Company will not, and will not permit any
Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any
property unless (i) the Company or such Subsidiary would be entitled to
create Security Interests on such property securing such Attributable Debt without
equally and ratably securing the Indenture Securities pursuant to the covenant
described under Section 1006 or (ii) the net cash proceeds received
by the Company or any Subsidiary in connection with such Sale/Leaseback
Transaction are at least equal to the fair value (as determined by the Board of
Directors of the Company or, as the case may be, such Subsidiary) of such
property, and the Company or such Subsidiary shall apply or cause to be
applied, in the case of a sale or transfer for cash, an amount equal to the net
proceeds thereof and, in the case of a sale or transfer otherwise than for
cash, an amount equal to the fair market value of the property so leased, to
the


 


70

















 


retirement, within 180 days
after the effective date of such Sale/Leaseback Transaction, of the Securities
subject to the provisions of Article Eleven or Debt of the Company ranking
on a parity with the Securities and owing to a Person other than the Company or
any Affiliate of the Company or to the construction or improvement of real
property or personal property used in the ordinary course of business.  These restrictions will not apply to (a) transactions
providing for a lease for a term, including any renewal thereof, of not more
than three years; (b) transactions between the Company and a Subsidiary or
between Subsidiaries; and (c) transactions between the Company and a joint
venture, partnership or other association or affiliation in which the Company
has at least a 50% interest, directly or indirectly entered into for
operational or strategic reasons and not for financing reasons; provided, however,
that the aggregate Attributable Debt of all Sale/Leaseback Transactions of the
Company and each Subsidiary or any of them incurred pursuant to this clause (c) does
not any at time in the aggregate exceed 5% of Consolidated Net Tangible Assets
of the Company as of the most recently ended quarter of the Company for which
financial statements of the Company have been provided (or were required to
have been provided) to the Holders of the Securities.


 


SECTION 1008.                                      Waiver of
Certain Covenants.  The Company
may omit in any particular instance to comply with any term, provision or
condition set forth in Section 803, 1006 or 1007 if the Holders of at
least a majority in principal amount of all Outstanding Securities affected by
such term, provision or covenant by Act of such Holders, waive such compliance
in such instance with such term, provision or condition, but no such waiver
shall extend to or affect such term provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.


 


SECTION 1009.                                      Tax Gross-Up
Amounts.  Payments made by the Company
under or with respect to the Securities will be made free and clear of and
without withholding or deduction for or on account of any present or future tax,
duty, levy, interest, assessment or other governmental charge imposed or levied
by or on behalf of the Government of Canada or any other jurisdiction in which
such payments are made on behalf of the Company or in which the Company is
resident for tax purposes, including, in each case, any province or territory
thereof or by any authority or agency therein or thereof (the “Relevant Tax
Jurisdiction”) having power to tax (“Taxes”), unless the Company is
required to withhold or deduct Taxes under the law of the Relevant Tax
Jurisdiction or by the interpretation or administration thereof.  If, after the date of this Indenture, the
Company or Trustee is so required to withhold or deduct any amount for or on
account of Taxes (other than United States “backup” withholding) from any
payment made under or with respect to the Securities of any series, the Company
will pay to each Holder of Securities such additional amounts (“Tax Gross-Up
Amounts”) as may be necessary so that the net amount received by such
Holder (including the Tax Gross-Up Amounts) after such withholding or deduction
(including any deduction or withholding in respect of the Tax Gross-Up Amounts)
will not be less than the amount such Holder would have received if such Taxes
had not been withheld or deducted; provided that no Tax Gross-Up Amounts
will be payable with respect to a payment made to a Holder (to the extent that
any of the following apply, such Holder shall be referred to as an “Excluded
Holder”):


 


(a)                                  with which the Company does
not deal
at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time
of making such payment; or


 


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(b)                                 which is subject to such
Taxes by reason of its being connected with the Relevant Tax Jurisdiction or
any province or territory thereof otherwise than by the mere holding of the
Securities or the receipt of payments thereunder; or


 


(c)                                  which fails to comply with
any certification, identification, information, documentation or other
reporting requirement if compliance is required by applicable law or regulation
as a condition to exemption from or a reduction in the rate of deduction or
withholding of Taxes, but only to the extent the Holder is legally entitled to
comply with such requirements and only if such Holder received a written
request from the Company delivered reasonably in advance of the date the
compliance is required.


 


The Company will also:


 


(d)                                 make such withholding or
deduction, and


 


(e)                                  remit the full amount
deducted or withheld to the relevant authority in accordance with applicable
law.


 


If the Company is required to withhold or deduct any
such amounts on account of Taxes, the Company will furnish to Holders
outstanding on the date of such payment of Taxes copies of the Information Return
NR4 and any other information returns applicable in Canada within 30 days of
the date that each such return is required to be filed with the Canadian taxing
authorities.  The Company will indemnify
and hold harmless each holder of Securities that are outstanding on the date of
the required payment (other than an Excluded Holder) and upon written request
reimburse each such holder for the amount of:


 


(a)                                  any Taxes levied or imposed
and paid by such holder as a result of payments made under or with respect to
the Securities (to the extent not covered by Tax Gross-Up Amounts),


 


(b)                                 any liability (including
penalties, interest and expense) of such holder arising therefrom or with
respect thereto, and


 


(c)                                  any Taxes levied or imposed
on such holder with respect to any reimbursement under clause (a) or (b) above.


 


If the Company becomes obligated to pay Tax Gross-Up
Amounts with respect to such payment, then at least 30 days prior to each date
on which any payment under or with respect to the Securities is due and
payable, the Company will deliver to the Trustee an Officers’ Certificate
stating the fact that such Tax Gross-Up Amounts will be payable, the amounts so
payable, and setting forth such other information as is necessary to enable the
Trustee to pay such Tax Gross-Up Amounts to the Holders on the payment
date.  Whenever in this Indenture or any
Security there is mentioned, in any context:


 


(d)                                 the payment of principal
(and premium, if any),


 


(e)                                  purchase prices in
connection with a repurchase of Securities,


 


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(f)                                    interest, or


 


(g)                                 any other amount payable on
or with respect to any of the Securities,


 


such mention shall be deemed to include
mention of the payment of Tax Gross-Up Amounts provided for in this section to
the extent that, in such context, Tax Gross-Up Amounts are, were or would be
payable in respect thereof.


 


SECTION 1010.                                      Change of
Control Repurchase and Redemption.  (a) Upon the occurrence of a Change of
Control, the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000) of that Holder’s Securities at a purchase price in cash
equal to 101% of the aggregate principal amount of Securities repurchased plus
accrued and unpaid interest, if any, on the Securities repurchased to the date
of purchase, subject to the rights of Holders on the relevant record date to
receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any
Change of Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:


 


(1)                                  that the Change
of Control Offer is being made pursuant to this Section 1010 and that all
Securities tendered will be accepted for payment;


 


(2)                                  the purchase
price and the purchase date, which shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);


 


(3)                                  that any
Security not tendered will continue to accrue interest;


 


(4)                                  that, unless
the Company defaults in the payment of the Change of Control Payment, all
Securities accepted for payment pursuant to the Change of Control Offer will
cease to accrue interest after the Change of Control Payment Date;


 


(5)                                  that Holders
electing to have any Securities purchased pursuant to a Change of Control Offer
will be required to surrender the Securities, with the form entitled “Option of
Holder to Elect Purchase” attached to the Securities completed, or transfer by
book-entry transfer, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change
of Control Payment Date;


 


(6)                                  that Holders
will be entitled to withdraw their election if the Paying Agent receives, not
later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Securities
delivered for purchase, and a statement that such Holder is withdrawing his
election to have the Securities purchased; and


 


(7)                                  that Holders
whose Securities are being purchased only in part will be issued new Securities
equal in principal amount to the unpurchased portion of the


 


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Securities
surrendered, which unpurchased portion must be equal to $1,000 in principal
amount or an integral multiple thereof.


 


The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the
repurchase of the Securities as a result of a Change of Control.  To the extent that the provisions of any
securities laws or regulations conflict with this Section 1010 hereof, the
Company will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 1010
by virtue of such compliance.


 


(b)                                 On the Change
of Control Payment Date, the Company will, to the extent lawful:


 


(8)                                  accept for
payment all Securities or portions of Securities properly tendered pursuant to
the Change of Control Offer;


 


(9)                                  deposit with
the Paying Agent an amount equal to the Change of Control Payment in respect of
all Securities or portions of Securities properly tendered; and


 


(10)                            deliver or
cause to be delivered to the Trustee the Securities properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of
Securities or portions of Securities being purchased by the Company.


 


The Paying Agent will promptly mail (but in any case
not later than five days after the Change of Control Payment Date) to each
Holder of Securities properly tendered the Change of Control Payment for such
Securities, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Security equal in principal
amount to any unpurchased portion of the Securities surrendered, if any.  The Company will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.


 


(c)                                  Notwithstanding
anything to the contrary in this Section 1010, the Company will not be
required to make a Change of Control Offer upon a Change of Control if (1) a
third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 1010
and purchases all Securities properly tendered and not withdrawn under the
Change of Control Offer, or (2) notice of redemption has been given
pursuant to Article 11 hereof, unless and until there is a default in
payment of the applicable redemption price.


 


(d)                                 Notwithstanding
anything to the contrary contained herein, a Change of Control Offer may be
made in advance of a Change of Control, conditioned upon the consummation of
such Change of Control, if a definitive agreement is in place for the Change of
Control at the time the Change of Control Offer is made.


 


(e)                                  If Holders of
not less than 90% in aggregate principal amount of the outstanding Securities
of the applicable series properly tender and do not withdraw such Securities in
a Change of Control Offer (or an offer made by a third party as described


 


74

















 


above) and the Company, or any third party making an offer in lieu of
the Company, as described above, purchase all of the Securities of such series
properly tendered and not withdrawn by such Holders, the Company or the third
party making such offer will have the right, upon not less than 30 nor more
than 60 days’ prior notice, given not more than 30 days following such purchase
pursuant to the Change of Control Offer or offer by such third party described
above, to redeem all the Securities of such series that remain outstanding
following such purchase at a redemption price in cash equal to the applicable
Change of Control Payment.


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


SECTION 1101.                                      Applicability
of Article.  Securities
of any series which are redeemable before their Stated Maturity shall be
redeemable in accordance with the terms of such Securities and (except as
otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article Eleven.


 


SECTION 1102.                                      Election to
Redeem; Notice to Trustee.  The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution.  In case
of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal
amount of Securities of such series to be redeemed and shall deliver to the
Trustee such documentation and records as shall enable the Trustee to select
the Securities to be redeemed pursuant to Section 1103.  In the case of any redemption of Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction.


 


SECTION 1103.                                      Selection by
Trustee of Securities to Be Redeemed.  If less than all the Securities of any series
are to be redeemed, the Trustee shall select the particular Securities, as
applicable, to be redeemed on a pro rata basis
(or in the case of Securities issued in global form, based on a method that
most nearly approximates pro rata
selection as the Trustee deems fair and appropriate) and shall be selected not
more than 60 days prior to the Redemption Date, unless otherwise required by
law or applicable stock exchange or depository requirements; provided, however,
that no such partial redemption shall reduce the portion of the principal amount
of a Security not redeemed to less than the minimum authorized denomination for
Securities of such series established pursuant to Section 301, and that no
Securities of $2,000 or less shall be redeemed in part.


 


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


 


For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities


 


75

















 


redeemed or to be redeemed
only in part, to the portion of the principal amount of such Securities which
has been or is to be redeemed.


 


SECTION 1104.                                      Notice of
Redemption.  Except as
otherwise specified as contemplated by Section 301, notice of redemption
shall be given in the manner provided in Section 106 not less than 30 nor
more than 60 days prior to the Redemption Date, to each Holder of Securities to
be redeemed, except that redemption notices may be mailed more than 60 days
prior to the redemption date if the notice is issued in connection with a
defeasance of the Securities or a satisfaction and discharge of the Indenture.


 


All notices of redemption shall state:


 


(1)                                  the Redemption
Date,


 


(2)                                  the Redemption
Price,


 


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


 


(4)                                  that on the
Redemption Date the Redemption Price (together with accrued interest, if any,
to the Redemption Date payable as provided in Section 1106) will become
due and payable upon each such Security, or the portion thereof, to be redeemed
and, if applicable, that interest thereon will cease to accrue on and after
said date,


 


(5)                                  the place or
places where such Securities maturing after the Redemption Date, are to be
surrendered for payment of the Redemption Price, and


 


(6)                                  that the
redemption is for a sinking fund, if such is the case. Notice of redemption of
Securities to be redeemed at the election of the Company shall be given by the
Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.


 


SECTION 1105.                                      Deposit of
Redemption Price.  Prior to
any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such
series and except, if applicable, as provided in Sections 312(b), 312(d) and
312(e)) sufficient to pay the Redemption Price of, and accrued interest on, all
the Securities which are to be redeemed on that date.


 


SECTION 1106.                                      Securities
Payable on Redemption Date.  Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on the Redemption Date,
become due and payable at the Redemption Price therein specified in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such Series and
except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
(together with accrued interest, if any, to the Redemption Date), and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and accrued


 


76

















 


interest) such Securities
shall, if the same were interest bearing, 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, if any, to the
Redemption Date; provided, however, that installments of
interest on Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable (but without interest thereon, unless the Company shall
default in the payment thereof) to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 307.


 


If any Security called for redemption shall not be
so paid upon surrender thereof for redemption, the principal (and premium, if
any) shall, until paid, bear interest from the Redemption Date at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in the Security.


 


SECTION 1107.                                      Securities
Redeemed in Part.  Any
Security which is to be redeemed only in part (pursuant to the provisions of
this Article or of Article Twelve) shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder’s
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, 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.


 


ARTICLE TWELVE


 


SINKING FUNDS


 


SECTION 1201.                                      Applicability
of Article.  Retirements
of Securities of any series pursuant to any sinking fund shall be made in
accordance with the terms of such Securities and (except as otherwise specified
as contemplated by Section 301 for Securities of any series) in accordance
with this Article.


 


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


 


SECTION 1202.                                      Satisfaction of
Sinking Fund Payments with Securities.  Subject to Section 1203, in lieu of
making all or any part of any mandatory sinking fund payment with respect to
any Securities of a series in cash, the Company may at its option (1) deliver
to the Trustee Outstanding Securities of that series theretofore purchased or
otherwise acquired by the Company, and/or (2) receive credit for the
principal amount of Securities of such series which


 


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have been previously
delivered to the Trustee by the Company or for Securities of such 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 Willis of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of the same series required to be made pursuant to
the terms of such Securities as provided for by the terms of such series; provided,
however, that such Securities have not been previously so credited.  Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.


 


SECTION 1203.                                      Redemption of
Securities for Sinking Fund.  Not less than 60 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash in the
Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such Series and
except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
and the portion thereof, if any, which is to be satisfied by delivering or
crediting Securities of that series pursuant to Section 1202 (which
Securities will, if not previously delivered, accompany such certificate) and
whether the Company intends to exercise its right to make a permitted optional
sinking fund payment with respect to such series.  Such certificate shall be irrevocable and
upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date.  In the case of the
failure of the


 


Company to deliver such certificate, the sinking
fund payment due on the next succeeding sinking fund payment date for that
series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Securities subject to a mandatory sinking fund payment
without the option to deliver or credit Securities as provided in Section 1202
and without the right to make any optional sinking fund payment, if any, with
respect to such series.


 


Not more than 60 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


 


Prior to any sinking fund payment date, the Company
shall pay to the Trustee or a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 1003)
in cash a sum equal to any interest that will accrue to the date fixed for
redemption of Securities or portions thereof to be redeemed on such sinking
fund payment date pursuant to this Section 1203.


 


Notwithstanding the foregoing, with respect to a
sinking fund for any series of Securities, if at any time the amount of cash to
be paid into such sinking fund on the next succeeding sinking fund payment
date, together with any unused balance of any preceding


 


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sinking fund payment or
payments for such series, does not exceed in the aggregate $100,000, the
Trustee, unless requested by the Company, shall not give the notice of the next
succeeding sinking fund payment date for redemption of Securities of such
series.  Instead, any such unused balance
of moneys deposited in such sinking fund shall be added to the sinking fund
payment for such series to be made in cash on the next succeeding sinking fund
payment date or, at the request of the Company, shall be applied at any time or
from time to time to the purchase of Securities of such series, by public or
private purchase, in the open market or otherwise, at a purchase price for such
Securities (excluding accrued interest and brokerage commissions, for which the
Trustee or any paying agent will be reimbursed by the Company) not in excess of
the principal amount thereof.


 


ARTICLE THIRTEEN


 


REPAYMENT AT OPTION OF HOLDERS


 


SECTION 1301.                                      Applicability
of Article.  Repayment
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities
and (except as otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this Article.


 


SECTION 1302.                                      Repayment of
Securities.  Securities
of any series subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities, be
repaid at a price equal to the principal amount thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or
pursuant to the terms of such Securities. 
The Company covenants that on or before the Repayment Date it will
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so
provided by the terms of the Securities of any series, a percentage of the
principal) of; and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case may
be, to be repaid on such date.


 


SECTION 1303.                                      Exercise of
Option.  Securities of any series
subject to repayment at the option of the Holders thereof will contain an “Option
to Elect Repayment” form on the reverse of such Securities.  To be repaid at the option of the Holder, any
Security so providing for such repayment, with the “Option to Elect Repayment”
fowl on the reverse of such Security duly completed by the Holder (or by the
Holder’s attorney duly authorized in writing), must be received by the Company
at the Place of Payment therefor specified in the terms of such Security (or at
such other place or places or which the Company shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date.  If less
than the entire principal amount of such Security is to be repaid in accordance
with the terms of such Security, the principal amount of such Security to be
repaid, in increments of the minimum denomination for Securities of such
series, and the denomination or denominations of the Security or Securities to
be issued to the Holder for the portion of the principal amount of such
Security surrendered that is not to be repaid, must be specified.  The


 


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principal amount of any
Security providing for repayment at the option of the Holder thereof may not be
repaid in part if, following such repayment, the unpaid principal amount of
such Security would be less than the minimum authorized denomination of Securities
of the series of which such Security to be repaid is a part.  Except as otherwise may be provided by the
terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.


 


SECTION 1304.                                      When Securities
Presented for Repayment Become Due and Payable.  If Securities of any series providing for
repayment at the option of the Holders thereof shall have been surrendered as
provided in this Article and as provided by or pursuant to the terms of
such Securities, such Securities or the portions thereof; as the case may be,
to be repaid shall become due and payable and shall be paid by the Company on
the Repayment Date therein specified, and on and after such Repayment Date
(unless the Company shall default in the payment of such Securities on such
Repayment Date) such Securities shall, if the same were interest- bearing,
cease to bear interest, except to the extent provided below, shall be void.  Upon surrender of any such Security for
repayment in accordance with such provisions, the principal amount of such
Security so to be repaid shall be paid by the Company, together with accrued
interest, if any, to the Repayment Date; provided, however, that
installments of interest, if any, whose Stated Maturity is on or prior to the
Repayment Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.


 


If the principal amount of any Security surrendered
for repayment shall not be so repaid upon surrender thereof, such principal
amount (together with interest, if any, thereon accrued to such Repayment Date)
shall, until paid, bear interest from the Repayment Date at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount Securities)
set forth in such Security.


 


SECTION 1305.                                      Securities
Repaid in Part.  Upon
surrender of any Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in
exchange for the portion of the principal of such Security so surrendered which
is not to be repaid.


 


ARTICLE FOURTEEN


 


DEFEASANCE AND COVENANT DEFEASANCE


 


SECTION 1401.                                      Company’s
Option to Effect Defeasance or Covenant Defeasance.  Except as otherwise specified as contemplated
by Section 301 for Securities of any series, the provisions of this Article shall
be applicable to the Securities, and the Company may at its option by Board
Resolution, at any time, with respect to the Securities of or within a series,
elect to have either Section 1402 (if applicable) or Section 1403 (if
applicable) be applied to the Outstanding Securities of or within a series upon
compliance with the conditions set forth below in this Article.


 


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SECTION 1402.                                      Defeasance and
Discharge.  Upon the
Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, “defeasance”). 
For this purpose, such defeasance means that the Company shall be deemed
to have paid and discharged the entire indebtedness represented by such
Outstanding Securities, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 1405 and the other Sections of this
Indenture referred to in (A) and (B) below, and to have satisfied all
its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities to receive, solely from the
trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company’s
obligations with respect to such Securities under Sections 305, 306, 1002, 1003
and 1009 and with respect to the payment of additional amounts, if any, if
provided for pursuant to Section 301, (C) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (D) this Article Fourteen.  Subject to compliance with this Article Fourteen,
the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities.


 


SECTION 1403.                                      Covenant
Defeasance.  Upon the
Company’s exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be released
from its obligations under Sections 803, 1006 and 1007 and, if specified
pursuant to Section 301, its obligations under any other covenant, with
respect to such Outstanding Securities on and after the date the conditions set
forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”),
and such Securities shall thereafter be deemed to be not “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with Section 803 or
1006, or such other covenant, but shall continue to be deemed “Outstanding” for
all other purposes hereunder.  For this
purpose, such covenant defeasance means that, with respect to such Outstanding
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 Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason
of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(4) or Section 501(8) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities shall be unaffected thereby.


 


SECTION 1404.                                      Conditions to
Defeasance or Covenant Defeasance.  The following shall be the conditions to
application of either Section 1402 or Section 1403 to any Outstanding
Securities of or within a series:


 


(1)                                  The Company
shall irrevocably have deposited or caused to be deposited with the Trustee (or
another trustee satisfying the requirements of Section 608 who shall


 


81

















 


agree
to comply with the provisions of this Article Fourteen applicable to it)
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, (A) an amount (in such Currency in which such
Securities are then specified as payable at Stated Maturity), or (B) Government
Obligations applicable to such Securities (determined on the basis of the
Currency in which such Securities are then specified as payable at Stated
Maturity) 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 of principal (including any premium) and
interest, if any, under such Securities, money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any), including Redemption Price and Repayment
Price, and interest on such Outstanding Securities on the Stated Maturity of
such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to such
Outstanding Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities.


 


(2)                                  No Event of
Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Securities shall have occurred and be
continuing on the date of such deposit or, insofar as paragraphs (5) and (6) of
Section 501 are concerned, at any time during the period ending on the
91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period).


 


(3)                                  The Company is
not an “insolvent person” within the meaning of the Bankruptcy and Insolvency
Act (Canada) on the date of such deposit or at any time during the period
ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed to be satisfied until the expiration of such
period).


 


(4)                                  Such defeasance
or covenant defeasance shall not result in a breach or violation of, or
constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.


 


(5)                                  In the case of
an election under Section 1402, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of execution of this Indenture,
there has been a change in the applicable United States Federal income tax law,
in either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of such Outstanding Securities will not recognize income,
gain or loss for United States Federal income tax purposes as a result of such
defeasance and will be subject to United States Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such defeasance had not occurred.


 


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(6)                                  In the case of
an election under Section 1403, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States to the effect that the
Holders of such Outstanding Securities of such series will not recognize
income, gain or loss for United States Federal income tax purposes as a result
of such covenant defeasance and will be subject to United States Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.


 


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


 


(8)                                  The Company
shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit made by the Company pursuant to its election under Section 1402 or
1403 was not made by the Company with the intent of preferring the Holders over
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others.


 


(9)                                  The Company
shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 1402 or the covenant defeasance under Section 1403
(as the case may be) have been complied with and an Opinion of Counsel to the
effect that either (i) as a result of a deposit pursuant to paragraph (1) above
and the related exercise of the Company’s option under Section 1402 or Section 1403
(as the case may be), registration is not required under the Investment Company
Act of 1940, as amended, by the Company, with respect to the trust funds
representing such deposit, or by the trustee for such trust funds or (ii) all
necessary registrations under said Act have been effected.


 


(10)                            Notwithstanding
any other provisions of this Section, such defeasance or covenant defeasance
shall be effected in compliance with any additional or substitute terms,
conditions or limitations in connection therewith pursuant to Section 301.


 


SECTION 1405.                                      Deposited Money
and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee—collectively
for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404
in respect of any Outstanding Securities of such series 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
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


 


83

















 


become due thereon in
respect of principal (and premium, if any) and interest, but such money need
not be segregated from other funds except to the extent required by law.


 


Unless otherwise specified with respect to any
Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has
been made, (a) the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 312(b) or
the terms of such Security to receive payment in a Currency other than that in
which the deposit pursuant to Section 1404(1) has been made in
respect of such Security, or (b) a Conversion Event occurs as contemplated
in Section 312(d) or 312(e) or by the terms of any Security in
respect of which the deposit pursuant to Section 1404(1) has been
made, the indebtedness represented by such Security shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (premium, if any, on), and interest, if any, on such Security as
they become due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the Currency in which such Security
becomes payable as a result of such election or Conversion Event based on the
applicable Market Exchange Rate for such Currency in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the
Conversion Event.


 


The Company shall pay and indemnify the Trustee on
an after-tax basis against any tax, fee or other charge imposed on or assessed against
the money or Government Obligations deposited pursuant to Section 1404 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 such
Outstanding Securities.


 


Anything in this Article Fourteen to the
contrary notwithstanding, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in Section 1404
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 an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article.


 


ARTICLE FIFTEEN


 


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,


 


OFFICERS, DIRECTORS AND EMPLOYEES


 


SECTION 1501.                                      Exemption from
Individual Liability.  No recourse
under or upon any obligation, covenant or agreement of this Indenture, or of
any Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer, director or
employee, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder


 


84

















 


are solely corporate
obligations of the Company, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, stockholders,
officers, directors or employees, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer, director or employee,
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for,
the execution of this Indenture and the issue of such Securities.


 


*   *  
*   *   *


 


This Indenture 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 Indenture.


 


[Signature
pages follow]


 


85

















 


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


 


	
   

  	
   

  	
   

  	
   

  	
  NOVA
  CHEMICALS CORPORATION 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  L.A. (Larry) MacDonald 

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  L.A.
  (Larry) MacDonald 

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Sr.
  V.P. & CFO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  Todd Karran 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Todd
  Karran 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  VP
  Corporate Development & Treasurer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  as Trustee 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Mark A. Forgetta 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Mark
  A. Forgetta 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
  /s/
  Philip G. Kane, Jr. 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Philip
  G. Kane, Jr. 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  	
   

  	
   

  	
   

  



 


Indenture


 














 


EXHIBIT A


 


[FORM OF 2016 NOTES]


 


NOVA
CHEMICALS CORPORATION


 


CUSIP No.


 


No.


 


U.S.$                    
8.375% SENIOR NOTES DUE 2016


 


NOVA CHEMICALS CORPORATION, a corporation subject to
the Business Corporations Act (New
Brunswick), as issuer (the “Company”), for value received, promises to
pay to CEDE & CO.  or registered
assigns the principal sum of
U.S.$                  
on November 1, 2016.


 


Interest Payment Dates:                                                                 May 1 and November 1.


 


Record Dates:                                                                                                                     April 15
and October 15.


 


Reference is made to the further provisions of this
Security contained herein, which will for all purposes have the same effect as
if set forth at this place.


 


[Signature
Page Follows]


 


A-1

















 


Dated: 
                              ,
200  


 


	
   

  	
   

  	
   

  	
  NOVA
  CHEMICALS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  This
  is one of the Securities referred to

  in the within-mentioned Indenture:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Bank National Association,

  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
						



 


A-2

















 


[FORM OF REVERSE OF SECURITY]


 


NOVA
CHEMICALS CORPORATION


 


U.S.$                    
8.375% SENIOR NOTES DUE 2016 (“2016 Notes”)


 


1.                                       Interest.  NOVA CHEMICALS CORPORATION, a corporation
subject to the Business Corporations Act (New
Brunswick), as issuer (the “Company”),
promises to pay interest on the principal amount of this 2016 Note at 8.375%
per annum from
                                ,
20    
until maturity.  The
Company will pay interest semi-annually in arrears on May 1 and November 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment
Date”).  Interest on the 2016
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
2016 Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be
                          ,
20    .   Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


 


2.                                       Method of
Payment.  The Company will pay interest
hereon (except Defaulted Interest) to the Persons who are Holders at the close
of business on the April 15 or October 15 next preceding the Interest
Payment Date (whether or not a Business Day). 
Holders must surrender 2016 Notes to a Paying Agent to collect principal
payments.  The Company will pay principal
and interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts.  Interest may be paid by check mailed to the
Holder entitled thereto at the address indicated on the register maintained by
the Registrar for the 2016 Notes.


 


3.                                       Paying Agent
and Registrar.  Initially,
U.S. Bank National Association (the “Trustee”) will act as a Paying
Agent and Registrar.  The Company may
change any Paying Agent or Registrar without notice.  Neither the Company nor any of its Affiliates
may act as Paying Agent or Registrar.


 


4.                                       Indenture.  The Company issued the 2016 Notes under an
Indenture dated as of October 16, 2009 (the “Indenture”) among the
Company and the Trustee.  This is one of
an issue of 2016 Notes of the Company issued, or to be issued, under the
Indenture.  The terms of the 2016 Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as
amended from time to time.  The 2016
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of them. 
Capitalized and certain other terms used herein and not otherwise
defined have the meanings set forth in the Indenture.


 


5.                                       Redemption.  (a) Except as set forth in clauses (b), (c) and
(d) below and in Section 8 below, the 2016 Notes may not be redeemed
prior to November 1, 2013.  At any time on
or after November 1, 2013, the Company may, at its option, redeem the 2016
Notes, in whole or in part, at the redemption prices (expressed as a percentage
of the principal amount 


 


A-3

















 


thereof) set forth below,
together with accrued and unpaid interest thereon, if any, to the Redemption
Date (subject to the rights of holders of 2016 Notes on the relevant record
date to receive interest due on the relevant Interest Payment Date), if
redeemed during the 12-month period beginning November 1 of the years
indicated:


 


	
   

  	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
  2013

  	
   

  	
  104.188

  	
  %

  
	
   

  	
  2014

  	
   

  	
  102.094

  	
  %

  
	
   

  	
  2015 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)                                 At any time prior to November 1,
2012, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of the 2016 Notes issued under the Indenture at a
redemption price (expressed as a percentage of principal amount thereof) equal
to 108.375% of the principal amount of the 2016 Notes redeemed, together with
accrued and unpaid interest thereon, if any, to the Redemption Date (subject to
the rights of holders of 2016 Notes on the relevant record date to receive
interest due on the relevant Interest Payment Date), with the net cash proceeds
of one or more Equity Offerings; provided that:


 


(1)                                  at least 65% of
the aggregate principal amount of the 2016 Notes originally issued under the
Indenture (excluding 2016 Notes held by the Company and its Subsidiaries)
remains outstanding immediately after the occurrence of such redemption; and


 


(2)                                  the redemption
occurs within 60 days of the date of the closing of such Equity Offering.


 


(c)                                  At any time prior to November 1,
2013, the 2016 Notes will be redeemable, on any one or more occasions, in whole
or in part, at the option of the Company, at a redemption price equal to the
sum of:


 


(1)                                  100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Redemption Date, plus


 


(2)                                  the Make Whole
Amount.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by a Reference Treasury
Dealer as having a maturity most nearly equal to the period from the Redemption
Date to November 1, 2013; provided, however, that if the period from the Redemption Date to November 1,
2013 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date,


 


(1)                                  the average of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third business day
preceding such Redemption Date, as set forth in the daily statistical release
(or any 


 


A-4

















 


successor release) published by the Federal Reserve Bank of New York
and designated “Composite 3:30 p.m. 
Quotations for U.S. Government Securities”; or


 


(2)                                  if such release
(or any successor release) is not published or does not contain such price on
such business day, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (B) if the trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.


 


“Make Whole Amount”
means, with respect to any 2016 Note; the greater of


 


(a)               1.0% of the
principal amount of such 2016 Note; or


 


(b)              the excess, if
any, of (1) the amount equal to the sum of the present values of (x) the
remaining scheduled payments of interest of such Security to be redeemed
through November 1, 2013 and (y) the redemption price of such
Security at November 1, 2013, in each case, discounted to the Redemption
Date (assuming a 360-day year consisting of twelve 30-day months) at the
Special Adjusted Treasury Rate from the dates on which such interest and
redemption price would have been payable over (2) the principal amount of
such Security being redeemed.


 


“Reference Treasury Dealer”
means each of (1) Barclays Capital Inc. or any successor (or, if the
foregoing shall not be a primary U.S. Government securities dealer in New York
City (a “Primary Treasury Dealer”)), the Company
shall substitute therefor another Primary Treasury Dealer and (2) any
Primary Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer
Quotation” means, with respect to any Reference Treasury Dealer on
any Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such Redemption Date.


 


“Special Adjusted Treasury
Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date, plus 0.50%.


 


(d)                                 The Company may
at any time, upon not less than 30 nor more than 60 days prior written notice,
redeem in whole but not in part the outstanding Securities at a Redemption
Price of 100% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of redemption if it has become or would become obligated on
or before the next Interest Payment Date to pay any Tax Gross-Up Amounts in
respect of the Securities as a result of any change from October [   ],
2009 (including any announced prospective change) in any laws or regulations of
the Relevant Tax Jurisdiction or any political subdivision or taxing authority
thereof, or any change from October [   ], 2009 in any
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency, taxing authority or regulatory authority
(including any such change resulting from the enactment of any legislation or
the 


 


A-5

















 


publication of any judicial decision or
regulatory or administrative determination) of Relevant Tax Jurisdiction or any
political subdivision or taxing authority thereof (a “Change in Tax Law”).


 


6.                                       Notice of
Redemption.  Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the Redemption Date to each Holder of 2016 Notes to be redeemed at its
registered address.  Notices of
redemption may not be conditional.  If
any 2016 Note is to be redeemed in part only, the notice of redemption that
relates to such 2016 Note shall state the portion of the principal amount
thereof to be redeemed.


 


7.                                       Sinking Fund.  There will be no mandatory sinking fund
payment for the 2016 Notes.


 


8.                                       Repurchase at
the Option of Holder.  If there is
a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
to repurchase all or any part (equal to $2,000 or an integral multiple thereof)
of each Holder’s 2016 Notes at a purchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to
the date of purchase, subject to the rights of Holders on the relevant record
date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”).  Within 30 days following any Change of
Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by Section 1010
of the Indenture.


 


9.                                       Registration
Rights. (a) Pursuant to a Registration Rights Agreement among the
Company and the Initial Purchasers named therein (the “Registration Rights
Agreement”), the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this 2016 Note shall have the right to exchange
this 2016 Note for 2016 Notes which have been registered under the Securities
Act, in like principal amount and having substantially identical terms as the
2016 Notes.


 


(e)                                  If (i) on
or prior to the 90th day following the Issue Date, neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been filed with
the SEC, (ii) on or prior to the 180th day following the date of original
issuance of the 2016 Notes, neither the Exchange Offer Registration Statement
nor the Shelf Registration Statement has been declared effective, (iii) on
or prior to the 30th business day after the Exchange Offer Registration
Statement is declared effective, the Registered Exchange Offer has not been
consummated, or (iv) after either the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable (subject to
certain exceptions) in connection with resales of 2016 Notes or Exchange
Securities in accordance with and during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i) through
(iv), a “Registration Default”), interest (“Additional Interest”)
will accrue on the principal amount of the 2016 Notes and the Exchange
Securities (in addition to the stated interest on the 2016 Notes and the Exchange
Securities) from and including the date on which any such Registration Default
shall occur to but excluding the date on which all registration defaults have
been cured.  Additional Interest will
accrue at a rate of 0.25% per annum during the 90-day period immediately
following the occurrence of such Registration Default and shall increase by
0.25% per annum at 


 


A-6

















 


the end of each subsequent 90-day period, but
in no event shall such rate exceed 1.00% per annum.  Terms used in this paragraph and not defined
herein or in the Indenture have the meanings given to such terms in the
Registration Rights Agreement.  All
references to any interest payable on or with respect to the Securities include
any Additional Interest.


 


10.                                 Denominations, Transfer,
Exchange.  The 2016
Notes are in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000.  A Holder
may transfer or exchange 2016 Notes in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay to it any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not
register the transfer of or exchange any 2016 Notes or portion of a 2016 Note
selected for redemption, or register the transfer of or exchange any 2016 Notes
for a period of 15 days before a mailing of notice of redemption.


 


11.                                 Persons Deemed Owners.  The registered Holder of this 2016 Note may
be treated as the owner of this 2016 Note for all purposes.


 


12.                                 Unclaimed Money.  If money for the payment of principal or
interest remains unclaimed for two years, the Trustee will pay the money back
to the Company at its written request. 
After that, Holders entitled to the money must look to the Company for
payment as general creditors unless an “abandoned property” law designates
another Person.


 


13.                                 Amendment, Supplement,
Waiver, Etc.  The Company
and the Trustee (if a party thereto) may, without the consent of the Holders of
any outstanding 2016 Notes, amend, waive or supplement the Indenture or the
2016 Notes for certain specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies, maintaining the qualification of
the Indenture under the TIA, providing for the assumption by a successor to the
Company of its obligations under the Indenture and making any change that does
not materially and adversely affect the rights of any Holder.  Other amendments and modifications of the
Indenture or the 2016 Notes may be made by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding 2016 Notes, subject to certain exceptions requiring
the consent of each of the Holders of the particular 2016 Notes to be affected.


 


14.                                 Restrictive Covenants.  The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, create
liens, enter into sale and leaseback transactions or consolidate, merge or sell
all or substantially all of the assets of the Company and its Subsidiaries and
requires the Company to provide reports to Holders of the 2016 Notes.  Such limitations are subject to a number of
important qualifications and exceptions. 
Pursuant to Section 1004 of the Indenture, the Company must
annually report to the Trustee on compliance with such limitations.


 


15.                                 Successor Corporation.  When a successor corporation assumes all the
obligations of its predecessor under the 2016 Notes and the Indenture and the
transaction complies with the terms of Article Eight of the Indenture, the
predecessor corporation will, except as provided in Article Eight, be
released from those obligations.


 


A-7

















 


16.                                 Defaults and Remedies.  Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default with respect to 2016 Notes of this series occurs and is continuing,
then, and in each and every such case, either the Trustee, by notice in writing
to the Company, or the Holders of not less than 25% of the principal amount of
the 2016 Notes then outstanding, by notice in writing to the Company and the
Trustee, may, and the Trustee at the request of such Holders shall, declare due
and payable, if not already due and payable, the principal of and any accrued
and unpaid interest on all of the 2016 Notes of this series; and upon any such
declaration all such amounts upon such 2016 Notes shall become and be
immediately due and payable, anything in the Indenture or in the 2016 Notes to
the contrary notwithstanding.  If an
Event of Default specified in clause (5) or (6) of Section 501
of the Indenture occurs with respect to the Company, then the principal of and
any accrued and unpaid interest on all of the 2016 Notes shall immediately
become due and payable without any declaration or other act on the part of the
Trustee or any Holder.  Holders may not
enforce the Indenture or the 2016 Notes except as provided in the
Indenture.  The Trustee may require
reasonable indemnity satisfactory to it before it enforces the Indenture or the
2016 Notes.  Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding 2016 Notes
may direct the Trustee in its exercise of any trust or power.


 


17.                                 Trustee Dealings with
Company.  The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.


 


18.                                 No Recourse Against Others.  No director, officer, employee, incorporator,
member of the Board of Directors or holder of Capital Stock of the Company, as
such, will have any liability for any obligations of the Company under this
2016 Note or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations.  Each Holder
of this 2016 Note by accepting this 2016 Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of this 2016 Note.


 


19.                                 Discharge.  The Company’s obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of
all the 2016 Notes or upon the irrevocable deposit with the Trustee of United
States dollars or U.S. Government Obligations sufficient to pay when due
principal of and interest on the 2016 Notes to maturity or redemption, as the
case may be.


 


20.                                 No Subsidiary Guarantees.  The 2016 Notes will not be guaranteed by any
Subsidiary.


 


21.                                 Authentication.  This 2016 Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this 2016
Note.


 


22.                                 Governing Law.  THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  The Trustee and the Company agree to submit
to the non-exclusive jurisdiction of the courts of the State of New York and of
the United States located in New York County in any action or proceeding
arising out of or relating to the Indenture or the 2016 Notes.


 


A-8

















 


23.                                 Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


24.                                 CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the 2016 Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the 2016 Notes or as contained in any
notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to:


 


NOVA Chemicals Corporation


c/o NOVA Chemicals Inc.


1550 Coraopolis Heights Road


Moon Township, Pennsylvania 15108


Attn: Jack S. Mustoe


Telephone:                          (412) 490-4511


Facsimile:                               (412) 490-4531


 


With a copy to:


 


Orrick, Herrington & Sutcliffe LLP


The Orrick Building


405 Howard Street


San Francisco, California 94105-2669


Attn: Alan Talkington


Telephone:                          (415) 773-5700


Facsimile:                               (415) 773-5759


 


A-9

















 


ASSIGNMENT


 


I or we assign and transfer this Security to:


 


 


(Insert
assignee’s social security or tax I.D. 
number)


 


 


(Print
or type name, address and zip code of assignee)


 


and irrevocably appoint:


 


Agent to transfer this Security on the books of the
Company.  The Agent may substitute
another to act for him.


 


	
  Date:

  	
   

  	
   

  	
  Your Signature: 

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name
  appears

  
	
   

  	
   

  	
  on the other side of this
  Security)

  



 


	
  Signature Guarantee:

  	
   

  	
   

  



 


SIGNATURE
GUARANTEE


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


 


A-10














 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this 2016 Note
purchased by the Company pursuant to Section 1010 of the Indenture, check
the box below:


 


o Section 1010


 


If you want to elect to have only part of the 2016
Note purchased by the Company pursuant to Section 1010 of the Indenture,
state the amount you elect to have purchased:


 


$          


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
  Tax
  Identification No.:

  	
   

  
						



 


	
  Signature
  Guarantee*:

  	
   

  	
   

  



 


*                                         Participant in
a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


A-11

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE *


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Note, or
exchanges of a part of another Global Note or Definitive Note for an interest
in this Global Note, have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount 

  [at maturity] of 

  this Global Note

  	
   

  	
  Amount of increase in Principal Amount 

  [at maturity] of 

  this Global Note

  	
   

  	
  Principal Amount 

  [at maturity] of this Global Note following such decrease 

  (or increase)

  	
   

  	
  Signature of authorized officer of Trustee or Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*                 This
schedule should be included only if the 2016 Note is issued in global form.


 


A-12














 


EXHIBIT B


 


[FORM OF 2019 NOTES]


 


NOVA
CHEMICALS CORPORATION


 


CUSIP No.


 


No.


 


U.S.$
350,000,000 8.625% SENIOR NOTES DUE 2019


 


NOVA CHEMICALS CORPORATION, a corporation subject to
the Business Corporations Act (New
Brunswick), as issuer (the “Company”), for value received, promises to
pay to CEDE & CO.  or registered
assigns the principal sum of
U.S.$                    
on November 1, 2019.


 


Interest Payment Dates:                                         May 1 and November 1.


 


Record Dates:                                                                                             April 15
and October 15.


 


Reference is made to the further provisions of this
Security contained herein, which will for all purposes have the same effect as
if set forth at this place.


 


[Signature
Page Follows]


 


B-1

















 


Dated: 
                              ,
200   


 


	
   

  	
   

  	
   

  	
  NOVA
  CHEMICALS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
  This
  is one of the Securities referred to

  in
  the within-mentioned Indenture:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S.
  Bank National Association,

  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  
						



 


B-2

















 


[FORM OF REVERSE OF SECURITY]


 


NOVA
CHEMICALS CORPORATION


 


U.S.$                    
8.625% SENIOR NOTES DUE 2019 (“2019 Notes”)


 


1.                                       Interest.  NOVA CHEMICALS CORPORATION, a corporation
subject to the Business Corporations Act (New
Brunswick), as issuer (the “Company”),
promises to pay interest on the principal amount of this 2019 Note at 8.625%
per annum from
                                ,
20    
until maturity.  The
Company will pay interest semi-annually in arrears on May 1 and November 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an “Interest Payment
Date”).  Interest on the 2019
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
2019 Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be
                          ,
20    .  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.


 


2.                                       Method of
Payment.  The Company will pay interest
hereon (except Defaulted Interest) to the Persons who are Holders at the close
of business on the April 15 or October 15 next preceding the Interest
Payment Date (whether or not a Business Day). 
Holders must surrender 2019 Notes to a Paying Agent to collect principal
payments.  The Company will pay principal
and interest in money of the United States of America that at the time of
payment is legal tender for payment of public and private debts.  Interest may be paid by check mailed to the
Holder entitled thereto at the address indicated on the register maintained by
the Registrar for the 2019 Notes.


 


3.                                       Paying Agent
and Registrar.  Initially,
U.S. Bank National Association (the “Trustee”) will act as a Paying
Agent and Registrar.  The Company may
change any Paying Agent or Registrar without notice.  Neither the Company nor any of its Affiliates
may act as Paying Agent or Registrar.


 


4.                                       Indenture.  The Company issued the 2019 Notes under an
Indenture dated as of October 16, 2009 (the “Indenture”) among the
Company and the Trustee.  This is one of
an issue of 2019 Notes of the Company issued, or to be issued, under the
Indenture.  The terms of the 2019 Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as
amended from time to time.  The 2019
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of them. 
Capitalized and certain other terms used herein and not otherwise
defined have the meanings set forth in the Indenture.


 


5.                                       Redemption.  (a) Except as set forth in clauses (b), (c) and
(d) below and in Section 8 below, the 2019 Notes may not be redeemed
prior to November 1, 2014.  At any time on
or after November 1, 2014, the Company may, at its option, redeem the 2019
Notes, in whole or in part, at the redemption prices (expressed as a percentage
of the principal amount 


 


B-3

















 


thereof) set forth below,
together with accrued and unpaid interest thereon, if any, to the Redemption
Date (subject to the rights of holders of 2019 Notes on the relevant record
date to receive interest due on the relevant Interest Payment Date), if
redeemed during the 12-month period beginning November 1 of the years
indicated:


 


	
   

  	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
  2014

  	
   

  	
  104.313

  	
  %

  
	
   

  	
  2015

  	
   

  	
  102.875

  	
  %

  
	
   

  	
  2016

  	
   

  	
  101.438

  	
  %

  
	
   

  	
  2017 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)                                 At any time prior to November 1,
2012, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of the 2019 Notes issued under the Indenture at a
redemption price (expressed as a percentage of principal amount thereof) equal
to 108.625% of the principal amount of the 2019 Notes redeemed, together with
accrued and unpaid interest thereon, if any, to the Redemption Date (subject to
the rights of holders of 2019 Notes on the relevant record date to receive
interest due on the relevant Interest Payment Date), with the net cash proceeds
of one or more Equity Offerings; provided that:


 


(1)                                  at least 65% of
the aggregate principal amount of the 2019 Notes originally issued under the
Indenture (excluding 2019 Notes held by the Company and its Subsidiaries)
remains outstanding immediately after the occurrence of such redemption; and


 


(2)                                  the redemption
occurs within 60 days of the date of the closing of such Equity Offering.


 


(c)                                  At any time prior to November 1,
2014, the 2019 Notes will be redeemable, on any one or more occasions, in whole
or in part, at the option of the Company, at a redemption price equal to the
sum of:


 


(1)                                  100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Redemption Date, plus


 


(2)                                  the Make Whole
Amount.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by a Reference Treasury
Dealer as having a maturity most nearly equal to the period from the Redemption
Date to November 1, 2014; provided, however, that if the period from the November 1, 2014
is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year will be
used.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date,


 


(1)                                  the average of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third business day
preceding such Redemption Date, as set forth in the daily statistical release
(or any 


 


B-4

















 


successor release) published by the Federal Reserve Bank of New York
and designated “Composite 3:30 p.m. 
Quotations for U.S. Government Securities”; or


 


(2)                                  if such release
(or any successor release) is not published or does not contain such price on
such business day, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (B) if the trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations.


 


“Make Whole Amount”
means, with respect to any 2019 Note; the greater of


 


(a)               1.0% of the
principal amount of such 2019 Note; or


 


(b)              the excess, if
any, of (1) the amount equal to the sum of the present values of (x) the
remaining scheduled payments of interest of such Security to be redeemed
through November 1, 2014 and (y) the redemption price of such
Security at November 1, 2014, in each case, discounted to the Redemption
Date (assuming a 360-day year consisting of twelve 30-day months) at the
Special Adjusted Treasury Rate from the dates on which such interest and
redemption price would have been payable over (2) the principal amount of
such Security being redeemed.


 


“Reference Treasury Dealer”
means each of (1) Barclays Capital Inc. or any successor (or, if the
foregoing shall not be a primary U.S. Government securities dealer in New York
City (a “Primary Treasury Dealer”), the Company
shall substitute therefor another Primary Treasury Dealer and (2) any
Primary Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer
Quotation” means, with respect to any Reference Treasury Dealer on
any Redemption Date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding
such Redemption Date.


 


“Special Adjusted Treasury
Rate” means, with respect to any Redemption Date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date, plus 0.50%.


 


(d)                                 The Company may at any time,
upon not less than 30 nor more than 60 days prior written notice, redeem in
whole but not in part the outstanding 2019 Notes at a Redemption Price of 100%
of the principal amount thereof plus accrued and unpaid interest, if any, to
the date of redemption if it has become or would become obligated on or before
the next Interest Payment Date to pay any Tax Gross-Up Amounts in respect of
the 2019 Notes as a result of any change from October [   ],
2009 (including any announced prospective change) in any laws or regulations of
the Relevant Tax Jurisdiction or any political subdivision or taxing authority
thereof, or any change from October [   ], 2009 in any
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency, taxing authority or regulatory authority
(including any such change resulting from the enactment of any legislation or
the 


 


B-5

















 


publication of any judicial decision or regulatory or administrative
determination) of Relevant Tax Jurisdiction or any political subdivision or
taxing authority thereof (a “Change in Tax Law”).


 


6.                                       Notice of
Redemption.  Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the Redemption Date to each Holder of 2019 Notes to be redeemed at
its registered address.  Notices of
redemption may not be conditional.  If
any 2019 Note is to be redeemed in part only, the notice of redemption that
relates to such 2019 Note shall state the portion of the principal amount
thereof to be redeemed.


 


7.                                       Sinking Fund.  There will be no mandatory sinking fund
payment for the 2019 Notes.


 


8.                                       Repurchase at
the Option of Holder.  If there is
a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder
to repurchase all or any part (equal to $2,000 or an integral multiple thereof)
of each Holder’s 2019 Notes at a purchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to
the date of purchase, subject to the rights of Holders on the relevant record
date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”).  Within 30 days following any Change of
Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by Section 1010
of the Indenture.


 


9.                                       Registration
Rights. (a) Pursuant to a Registration Rights Agreement among the
Company and the Initial Purchasers named therein (the “Registration Rights
Agreement”), the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this 2019 Note shall have the right to exchange
this 2019 Note for 2019 Notes which have been registered under the Securities
Act, in like principal amount and having substantially identical terms as the
2019 Notes.


 


(f)                                    If (i) on
or prior to the 90th day following the Issue Date, neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been filed with
the SEC, (ii) on or prior to the 180th day following the date of original
issuance of the 2019 Notes, neither the Exchange Offer Registration Statement
nor the Shelf Registration Statement has been declared effective, (iii) on
or prior to the 30th business day after the Exchange Offer Registration
Statement is declared effective, the Registered Exchange Offer has not been
consummated, or (iv) after either the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable (subject to
certain exceptions) in connection with resales of 2019 Notes or Exchange
Securities in accordance with and during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i) through
(iv), a “Registration Default”), interest (“Additional Interest”)
will accrue on the principal amount of the 2019 Notes and the Exchange
Securities (in addition to the stated interest on the 2019 Notes and the
Exchange Securities) from and including the date on which any such Registration
Default shall occur to but excluding the date on which all registration
defaults have been cured.  Additional
Interest will accrue at a rate of 0.25% per annum during the 90-day period
immediately following the occurrence of such Registration Default and shall
increase by 0.25% per annum at 


 


B-6

















 


the end of each subsequent 90-day period, but
in no event shall such rate exceed 1.00% per annum.  Terms used in this paragraph and not defined
herein or in the Indenture have the meanings given to such terms in the
Registration Rights Agreement.  All
references to any interest payable on or with respect to the Securities include
any Additional Interest.


 


10.                                 Denominations, Transfer,
Exchange.  The 2019
Notes are in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000.  A Holder
may transfer or exchange 2019 Notes in accordance with the Indenture.  The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay to it any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not register
the transfer of or exchange any 2019 Notes or portion of a 2019 Note selected
for redemption, or register the transfer of or exchange any 2019 Notes for a
period of 15 days before a mailing of notice of redemption.


 


11.                                 Persons Deemed Owners.  The registered Holder of this 2019 Note may
be treated as the owner of this 2019 Note for all purposes.


 


12.                                 Unclaimed Money.  If money for the payment of principal or
interest remains unclaimed for two years, the Trustee will pay the money back
to the Company at its written request. 
After that, Holders entitled to the money must look to the Company for
payment as general creditors unless an “abandoned property” law designates
another Person.


 


13.                                 Amendment, Supplement,
Waiver, Etc.  The Company
and the Trustee (if a party thereto) may, without the consent of the Holders of
any outstanding 2019 Notes, amend, waive or supplement the Indenture or the
2019 Notes for certain specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies, maintaining the qualification
of the Indenture under the TIA, providing for the assumption by a successor to
the Company of its obligations under the Indenture and making any change that
does not materially and adversely affect the rights of any Holder.  Other amendments and modifications of the
Indenture or the 2019 Notes may be made by the Company and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of the outstanding 2019 Notes, subject to certain exceptions requiring
the consent of each of the Holders of the particular 2019 Notes to be affected.


 


14.                                 Restrictive Covenants.  The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, create
liens, enter into sale and leaseback transactions or consolidate, merge or sell
all or substantially all of the assets of the Company and its Subsidiaries and
requires the Company to provide reports to Holders of the 2019 Notes.  Such limitations are subject to a number of
important qualifications and exceptions. 
Pursuant to Section 1004 of the Indenture, the Company must
annually report to the Trustee on compliance with such limitations.


 


15.                                 Successor Corporation.  When a successor corporation assumes all the
obligations of its predecessor under the 2019 Notes and the Indenture and the
transaction complies with the terms of Article Eight of the Indenture, the
predecessor corporation will, except as provided in Article Eight, be
released from those obligations.


 


B-7

















 


16.                                 Defaults and Remedies.  Events of Default are set forth in the
Indenture. Subject to certain limitations in the Indenture, if an Event of
Default with respect to 2019 Notes of this series occurs and is continuing,
then, and in each and every such case, either the Trustee, by notice in writing
to the Company, or the Holders of not less than 25% of the principal amount of
the 2019 Notes then outstanding, by notice in writing to the Company and the
Trustee, may, and the Trustee at the request of such Holders shall, declare due
and payable, if not already due and payable, the principal of and any accrued
and unpaid interest on all of the 2019 Notes of this series; and upon any such
declaration all such amounts upon such 2019 Notes shall become and be
immediately due and payable, anything in the Indenture or in the 2019 Notes to
the contrary notwithstanding.  If an
Event of Default specified in clause (5) or (6) of Section 501
of the Indenture occurs with respect to the Company, then the principal of and
any accrued and unpaid interest on all of the 2019 Notes shall immediately
become due and payable without any declaration or other act on the part of the
Trustee or any Holder.  Holders may not
enforce the Indenture or the 2019 Notes except as provided in the
Indenture.  The Trustee may require
reasonable indemnity satisfactory to it before it enforces the Indenture or the
2019 Notes.  Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding 2019 Notes
may direct the Trustee in its exercise of any trust or power.


 


17.                                 Trustee Dealings with
Company.  The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.


 


18.                                 No Recourse Against Others.  No director, officer, employee, incorporator,
member of the Board of Directors or holder of Capital Stock of the Company, as
such, will have any liability for any obligations of the Company under this
2019 Note or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations.  Each Holder
of this 2019 Note by accepting this 2019 Note waives and releases all such liability.  The waiver and release are part of the
consideration for issuance of this 2019 Note.


 


19.                                 Discharge.  The Company’s obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of
all the 2019 Notes or upon the irrevocable deposit with the Trustee of United
States dollars or U.S. Government Obligations sufficient to pay when due
principal of and interest on the 2019 Notes to maturity or redemption, as the
case may be.


 


20.                                 No Subsidiary Guarantees.  The 2019 Notes will not be guaranteed by any
Subsidiary.


 


21.                                 Authentication.  This 2019 Note shall not be valid until the
Trustee signs the certificate of authentication on the other side of this 2019
Note.


 


22.                                 Governing Law.  THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  The Trustee and the Company agree to submit
to the non-exclusive jurisdiction of the courts of the State of New York and of
the United States located in New York County in any action or proceeding
arising out of or relating to the Indenture or the Securities.


 


B-8

















 


23.                                 Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TENANT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


24.                                 CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the 2019 Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the 2019 Notes or as contained in any
notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 


The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture.  Requests may be made to:


 


NOVA Chemicals Corporation


c/o NOVA Chemicals Inc.


1550 Coraopolis Heights Road


Moon Township, Pennsylvania 15108


Attn: Jack S.  Mustoe


Telephone:                          (412) 490-4511


Facsimile:                               (412) 490-4531


 


With a copy to:


 


Orrick, Herrington & Sutcliffe LLP


The Orrick Building


405 Howard Street


San Francisco, California 94105-2669


Attn: Alan Talkington


Telephone:                          (415) 773-5700


Facsimile:                               (415) 773-5759


 


B-9














 


ASSIGNMENT


 


I or we assign and transfer this Security to:


 


 


(Insert
assignee’s social security or tax I.D. 
number)


 


 


(Print
or type name, address and zip code of assignee)


 


and irrevocably appoint:


 


Agent to transfer this Security on the books of the
Company.  The Agent may substitute
another to act for him.


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name
  appears

  
	
   

  	
   

  	
  on the other side of this
  Security)

  



 


	
  Signature Guarantee:

  	
   

  	
   

  



 


 


SIGNATURE
GUARANTEE


 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.


 


B-10

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this 2019 Note
purchased by the Company pursuant to Section 1010 of the Indenture, check
the box below:


 


o Section 1010


 


If you want to elect to have only part of the 2019
Note purchased by the Company pursuant to Section 1010 of the Indenture,
state the amount you elect to have purchased:


 


$


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on the face of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
  Tax
  Identification No.:

  	
   

  
						



 


	
  Signature
  Guarantee*:

  	
   

  	
   

  	
   

  



 


*         Participant in a
recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).


 


B-11

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE *


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Note, or
exchanges of a part of another Global Note or Definitive Note for an interest
in this Global Note, have been made:


 




	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount 

  [at maturity] of 

  this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount 

  [at maturity] of 

  this Global Note

  	
   

  	
  Principal Amount 

  [at maturity] of this

  Global Note following

  such decrease

  (or increase)

  	
   

  	
  Signature of authorized

  officer of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 






*                 This
schedule should be included only if the 2019 Note is issued in global form.


 


B-12














 


EXHIBIT C


 


[FORM OF
LEGEND FOR 144A SECURITIES AND OTHER SECURITIES THAT ARE RESTRICTED SECURITIES]


 


THE NOTES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (1) TO A PERSON WHOM 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), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED
STATES, AND ANY SELLER AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.


 


IN CANADA, UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
FEBRUARY 17, 2010.


 


C-1

















 


[FORM OF
ASSIGNMENT FOR 144A SECURITIES AND OTHER SECURITIES THAT ARE RESTRICTED
SECURITIES]


 


ASSIGNMENT


 


I or we assign and transfer this Security to:


 




(Insert assignee’s social security or tax I.D. number)


 




(Print or type name, address and zip code of assignee)


 


and irrevocably appoint:


 


Agent to transfer this Security on the books of the
Company.  The Agent may substitute
another to act for him.


 


[Check
One]


 


o (a) this
Security is being transferred in compliance with the exemption from
registration under the Securities Act provided by Rule 144A thereunder.


 


or


 


o (b) this
Security is being transferred other than in accordance with (a) above and
documents are being furnished which comply with the conditions of transfer set
forth in this Security and the Indenture.


 


If neither of the foregoing boxes is checked, the
Trustee or Registrar shall not be obligated to register this Security in the
name of any person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Sections 2.16 and
2.17 of the Indenture shall have been satisfied.


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as your name
  appears on

  
	
   

  	
   

  	
   

  	
   

  	
  the face of this Security)

  



 


 


	
  Signature Guarantee:

  	
   

  	
   

  



 


 


SIGNATURE
GUARANTEE


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 


C-2

















 


TO
BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED


 


The transfer is being effected pursuant to and in
accordance with Rule 144A under the Securities Act, and, accordingly, the
transferor hereby further certifies that the beneficial interest or
certificated Security is being transferred to a Person that the transferor
reasonably believed and believes is purchasing the beneficial interest or
certificated Security for its own account, or for one or more accounts with
respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such transfer is in compliance with any applicable securities laws of any
state of the United States.  Upon
consummation of the proposed transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or certificated Security will be subject to
the restrictions on transfer enumerated on the Rule 144A Securities and/or
the certificated Security and in the Indenture and the Securities Act.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE:

  	
  To be executed by an

  
	
   

  	
   

  	
   

  	
   

  	
  executive officer

  



 


C-3

















 


EXHIBIT D


 


[FORM OF
LEGEND FOR REGULATION S SECURITY]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, UNLESS SO REGISTERED, MAY NOT
BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE ACT OR EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE ACT.


 


IN CANADA, UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
FEBRUARY 17, 2010.


 


D-1

















 


[FORM OF
ASSIGNMENT FOR REGULATION S SECURITY]


 


ASSIGNMENT


 


I or we assign and transfer this Security to:


 




(Insert assignee’s social security or tax I.D. number)


 




(Print or type name, address and zip code of assignee)


 


and irrevocably appoint:


 


Agent to transfer this Security on the books of the
Company.  The Agent may substitute
another to act for him.


 


[Check
One]


 


o (a) this
Security is being transferred in compliance with the exemption from
registration under the Securities Act provided by Regulation S thereunder.


 


or


 


o (b) this
Security is being transferred other than in accordance with (a) above and
documents are being furnished which comply with the conditions of transfer set
forth in this Security and the Indenture.


 


If neither of the foregoing boxes is checked, the
Trustee or Registrar shall not be obligated to register this Security in the
name of any person other than the Holder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Sections 2.16 and
2.17 of the Indenture shall have been satisfied.


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Sign exactly as your name
  appears on

  
	
   

  	
   

  	
   

  	
   

  	
  the face of this Security)

  



 


 


	
  Signature Guarantee:

  	
   

  	
   

  



 


 


SIGNATURE
GUARANTEE


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which
requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 


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TO
BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED


 


The transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the transferor hereby further certifies that (i) the transfer
is not being made to a person in the United States and (x) at the time the
buy order was originated, the transferee was outside the United States or such
transferor and any Person acting on its behalf reasonably believed and believes
that the transferee was outside the United States or (y) the transaction
was executed in, on or through the facilities of a designated offshore
securities market and neither such transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities
Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period under Regulation S, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser).  Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or certificated Security will be
subject to the restrictions on transfer enumerated on the Regulation S
Securities and/or the certificated Security and in the Indenture and the
Securities Act.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE:

  	
  To be executed by an
  executive officer

  



 


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EXHIBIT E


 


[FORM OF
LEGEND FOR GLOBAL SECURITY]


 


Any Global Security authenticated and delivered
hereunder shall bear a legend (which would be in addition to any other legends
required in the case of a Restricted Security) 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 of a Depositary.  This Security
is not exchangeable for Securities registered in the name of a person other
than the Depositary or its nominee except in the limited circumstances
described in the Indenture, and no transfer of this Security (other than a
transfer of this Security as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary) may be registered except in the limited
circumstances described in the Indenture.


 


Unless this Certificate is presented by an authorized representative of
The Depository Trust Company (a New York corporation) (“DTC”) to the
issuer or its agent for registration of transfer, exchange, or payment, and any
Certificate issued is registered in the name of Cede & Co.  or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede &
Co.  or such other entity as is requested
by an authorized representative of DTC), any transfer, pledge or other use
hereof for value or otherwise by or to any person is wrongful inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.


 


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EXHIBIT F


 


Form of
Certificate To Be Delivered 

in Connection with Transfers 

Pursuant to Regulation S


 


U.S. Bank National Association

Corporate Trust Administration

Goodwin Square

225 Asylum Street, 23rd Floor

Hartford.  CT 06103

Attn: Mark Forgetta


 


Re:                               NOVA Chemicals Corporation,
a corporation subject to the Business Corporations Act (New
Brunswick), as issuer (the “Company”), U.S.$ 350,000,000 8.375% Senior Notes
due 2016 (the “2016 Notes”)


 


Dear Sirs:


 


In connection with our proposed sale of U.S.$
350,000,000 aggregate principal amount of the 2016 Notes, we confirm that such
sale has been effected pursuant to and in accordance with Regulation S under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:


 


(2)                                  the offer of
the 2016 Notes was not made to a U.S. person or to a person in the United
States;


 


(3)                                  either (a) at
the time the buy offer was originated, the transferee was outside the United
States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States, or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither we nor any person acting on our behalf knows that the
transaction has been prearranged with a buyer in the United States;


 


(4)                                  no directed
selling efforts have been made in the United States in contravention of the
requirements of Rule 904(a) of Regulation S;


 


(5)                                  the transaction
is not part of a plan or scheme to evade the registration requirements of the
Securities Act; and


 


(6)                                  we have advised
the transferee of the transfer restrictions applicable to the Securities.


 


You are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or


 


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official inquiry with respect to the matters
covered hereby.  Terms used in this
certificate have the meanings set forth in Regulation S.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name
  of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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EXHIBIT G


 


Form of
Certificate To Be Delivered 

in Connection with Transfers 

Pursuant to Regulation S


 


U.S. Bank National Association

Corporate Trust Administration

Goodwin Square

225 Asylum Street, 23rd Floor

Hartford.  CT 06103

Attn: Mark Forgetta


 


Re:                               NOVA Chemicals Corporation,
a corporation subject to the Business Corporations Act (New
Brunswick), as issuer (the “Company”), U.S.$ 350,000,000 8.625% Senior Notes
due 2019 (the “2019 Notes”)


 


Dear Sirs:


 


In connection with our proposed sale of U.S.$
350,000,000 aggregate principal amount of the 2019 Notes, we confirm that such
sale has been effected pursuant to and in accordance with Regulation S under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, we represent that:


 


(7)                                  the offer of
the 2019 Notes was not made to a U.S. person or to a person in the United
States;


 


(8)                                  either (a) at
the time the buy offer was originated, the transferee was outside the United
States or we and any person acting on our behalf reasonably believed that the
transferee was outside the United States, or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither we nor any person acting on our behalf knows that the
transaction has been prearranged with a buyer in the United States;


 


(9)                                  no directed
selling efforts have been made in the United States in contravention of the
requirements of Rule 904(a) of Regulation S;


 


(10)                            the transaction
is not part of a plan or scheme to evade the registration requirements of the
Securities Act; and


 


(11)                            we have advised
the transferee of the transfer restrictions applicable to the Securities.


 


You are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or


 


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official inquiry with respect to the matters
covered hereby.  Terms used in this
certificate have the meanings set forth in Regulation S.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  [Name
  of Transferor]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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