Form of Senior Indenture



 Exhibit 4.5 
  

  
 PLAINS EXPLORATION & PRODUCTION COMPANY 
  
 and

  
 ____________________________________ 
 Trustee 
  
 FORM OF 
  
 SENIOR INDENTURE 
  
 Dated as of
            ,          
  
 Providing for Issuance of Securities in Series 
  








 TABLE OF CONTENTS 
  


	 	 	 	  	Page


	 ARTICLE ONE Definitions and Other Provisions of General Application
	  	1
			
	             Section 101.
	 	 Definitions.
	  	1
	             Section 102.
	 	 Compliance Certificates and Opinions.
	  	9
	             Section 103.
	 	 Form of Documents Delivered to Trustee.
	  	9
	             Section 104.
	 	 Acts of Securityholders.
	  	10
	             Section 105.
	 	 Notices, etc., to Trustee and Company.
	  	11
	             Section 106.
	 	 Notices to Securityholders; Waiver.
	  	11
	             Section 107.
	 	 Conflict with Trust Indenture Act.
	  	12
	             Section 108.
	 	 Effect of Headings and Table of Contents.
	  	12
	             Section 109.
	 	 Successors and Assigns.
	  	12
	             Section 110.
	 	 Separability Clause.
	  	12
	             Section 111.
	 	 Benefits of Indenture.
	  	12
	             Section 112.
	 	 Governing Law.
	  	12
	             Section 113.
	 	 Counterparts.
	  	12
	             Section 114.
	 	 Judgment Currency.
	  	12
		
	 ARTICLE TWO Security Forms
	  	13
			
	             Section 201.
	 	 Forms Generally.
	  	13
	             Section 202.
	 	 Forms of Securities.
	  	13
	             Section 203.
	 	 Form of Trustee’s Certificate of Authentication.
	  	14
	             Section 204.
	 	 Securities Issuable in the Form of a Global Security.
	  	14
		
	 ARTICLE THREE The Securities
	  	16
			
	             Section 301.
	 	 General Title; General Limitations; Issuable in Series; Terms of Particular Series.
	  	16
	             Section 302.
	 	 Denominations.
	  	19
	             Section 303.
	 	 Execution, Authentication and Delivery and Dating.
	  	19
	             Section 304.
	 	 Temporary Securities.
	  	20
	             Section 305.
	 	 Registration, Transfer and Exchange.
	  	21
	             Section 306.
	 	 Mutilated, Destroyed, Lost and Stolen Securities.
	  	22
	             Section 307.
	 	 Payment of Interest; Interest Rights Preserved.
	  	22
	             Section 308.
	 	 Persons Deemed Owners.
	  	24
	             Section 309.
	 	 Cancellation.
	  	24
	             Section 310.
	 	 Computation of Interest.
	  	24
	             Section 311.
	 	 Medium-term Securities.
	  	24
		
	 ARTICLE FOUR Satisfaction and Discharge
	  	25
			
	             Section 401.
	 	 Satisfaction and Discharge of Indenture.
	  	25
	             Section 402.
	 	 Application of Trust Money.
	  	26

  

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	             Section 403.
	 	 Repayment of the Company
	  	26
	             Section 404.
	 	 Reinstatement
	  	26
		
	 ARTICLE FIVE Remedies
	  	27
			
	             Section 501.
	 	 Events of Default.
	  	27
	             Section 502.
	 	 Acceleration of Maturity; Rescission and Annulment.
	  	28
	             Section 503.
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	29
	             Section 504.
	 	 Trustee May File Proofs of Claim.
	  	30
	             Section 505.
	 	 Trustee May Enforce Claims Without Possession of Securities.
	  	31
	             Section 506.
	 	 Application of Money Collected.
	  	31
	             Section 507.
	 	 Limitation on Suits.
	  	31
	             Section 508.
	 	 Unconditional Right of Securityholders to Receive Principal, Premium and Interest.
	  	32
	             Section 509.
	 	 Restoration of Rights and Remedies.
	  	32
	             Section 510.
	 	 Rights and Remedies Cumulative.
	  	32
	             Section 511.
	 	 Delay or Omission Not Waiver.
	  	32
	             Section 512.
	 	 Control by Securityholders.
	  	33
	             Section 513.
	 	 Waiver of Past Defaults
	  	33
	             Section 514.
	 	 Undertaking for Costs.
	  	33
	             Section 515.
	 	 Waiver of Stay or Extension Laws.
	  	34
		
	 ARTICLE SIX The Trustee
	  	34
			
	             Section 601.
	 	 Certain Duties and Responsibilities
	  	34
	             Section 602.
	 	 Notice of Defaults.
	  	35
	             Section 603.
	 	 Certain Rights of Trustee.
	  	35
	             Section 604.
	 	 Not Responsible for Recitals or Issuance of Securities.
	  	36
	             Section 605.
	 	 May Hold Securities.
	  	36
	             Section 606.
	 	 Money Held in Trust.
	  	36
	             Section 607.
	 	 Compensation and Reimbursement.
	  	37
	             Section 608.
	 	 Disqualification; Conflicting Interests.
	  	37
	             Section 609.
	 	 Corporate Trustee Required; Eligibility.
	  	37
	             Section 610.
	 	 Resignation and Removal; Appointment of Successor.
	  	38
	             Section 611.
	 	 Acceptance of Appointment by Successor.
	  	39
	             Section 612.
	 	 Merger, Conversion, Consolidation or Succession to Business.
	  	40
	             Section 613.
	 	 Preferential Collection of Claims Against Company.
	  	40
	             Section 614.
	 	 Appointment of Authenticating Agent.
	  	43
		
	 ARTICLE SEVEN Securityholders’ Lists and Reports by Trustee and Company
	  	45
			
	             Section 701.
	 	 Company To Furnish Trustee Names and Addresses of Securityholders.
	  	45

  

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	             Section 702.
	  	 Preservation of Information; Communications to Securityholders.
	  	45
	             Section 703.
	  	 Reports by Trustee.
	  	47
	             Section 704.
	  	 Reports by Company.
	  	48
		
	 ARTICLE EIGHT Consolidation, Merger, Conveyance or Transfer
	  	48
			
	             Section 801.
	  	 Company May Consolidate, etc., only on Certain Terms.
	  	48
	             Section 802.
	  	 Successor Corporation Substituted.
	  	49
		
	 ARTICLE NINE Supplemental Indentures
	  	49
			
	             Section 901.
	  	 Supplemental Indentures Without Consent of Securityholders.
	  	49
	             Section 902.
	  	 Supplemental Indentures with Consent of Securityholders.
	  	50
	             Section 903.
	  	 Execution of Supplemental Indentures.
	  	51
	             Section 904.
	  	 Effect of Supplemental Indentures.
	  	51
	             Section 905.
	  	 Conformity with Trust Indenture Act.
	  	51
	             Section 906.
	  	 Reference in Securities to Supplemental Indentures.
	  	52
		
	 ARTICLE TEN Covenants
	  	52
			
	             Section 1001.
	  	 Payment of Principal, Premium and Interest.
	  	52
	             Section 1002.
	  	 Maintenance of Office or Agency.
	  	52
	             Section 1003.
	  	 Money for Security Payments to be Held in Trust.
	  	52
	             Section 1004.
	  	 Statement as to Compliance.
	  	54
	             Section 1005.
	  	 Corporate Existence.
	  	54
	             Section 1006.
	  	 Limitation on Liens.
	  	54
	             Section 1007.
	  	 Limitation on Sale and Leaseback Transactions.
	  	55
	             Section 1008.
	  	 Limitation on Transfers of Principal Properties to Unrestricted Subsidiaries.
	  	55
	             Section 1009.
	  	 Waiver of Certain Covenants.
	  	55
		
	 ARTICLE ELEVEN Redemption of Securities
	  	55
			
	             Section 1101.
	  	 Applicability of Article.
	  	55
	             Section 1102.
	  	 Election to Redeem; Notice to Trustee.
	  	56
	             Section 1103.
	  	 Selection by Trustee of Securities to Be Redeemed.
	  	56
	             Section 1104.
	  	 Notice of Redemption.
	  	56
	             Section 1105.
	  	 Deposit of Redemption Price.
	  	57
	             Section 1106.
	  	 Securities Payable on Redemption Date.
	  	57
	             Section 1107.
	  	 Securities Redeemed in Part.
	  	58
	             Section 1108.
	  	 Provisions with Respect to any Sinking Funds.
	  	58
		
	 ARTICLE TWELVE Defeasance; Unclaimed Moneys
	  	59
			
	             Section 1201.
	  	 Applicability of Article.
	  	59
	             Section 1202.
	  	 Defeasance.
	  	59

  

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	             Section 1203.
	 	Conditions of Defeasance.	  	60
	             Section 1204.
	 	Application of Trust Money.	  	61
	             Section 1205.
	 	Repayment to Company.	  	61
	             Section 1206.
	 	Indemnity for U.S. Government Obligations.	  	61
	             Section 1207.
	 	Reinstatement.	  	61

  
  

 iv 








 THIS SENIOR INDENTURE (the “Indenture”) between PLAINS EXPLORATION &
PRODUCTION COMPANY, a Delaware corporation (hereinafter called the “Company”) having its principal office at 700 Milam, Suite 3100, Houston, Texas 77002, and
                             , a
                             , trustee (hereinafter called the
“Trustee”), is made and entered into as of this      day of             ,         .

  
 RECITALS OF THE COMPANY 
  
 The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance of its debentures, notes, bonds or other evidences of indebtedness, to be issued in one or more fully registered series. 
  
 All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 
  
 AGREEMENTS OF THE PARTIES 
  
 To set forth or to provide for the establishment of the terms and conditions
upon which the Securities are and are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of Securities by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and
proportionate benefit of all Holders of the Securities or of a series thereof, as the case may be: 
  
 ARTICLE ONE 
  
 Definitions and Other Provisions 
 of General Application 
  
 Section 101. Definitions. For all purposes of this Indenture and of any indenture supplemental hereto, except as
otherwise expressly provided or unless the context otherwise requires: 
  
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
  
 (2) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule 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 the United States of America at the date of such computation; 
  
 (4) all references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other 







 
subdivisions of this instrument as originally executed. 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; and 
  
 (5) “including” and words of similar import shall be deemed to be followed by “without limitation”. 
  
 Certain terms, used principally in Article Six, are defined in that Article.

  
 “Act”, when used with
respect to any Security-holder, has the meaning specified in Section 104. 
  
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Authenticating Agent” means any
Person authorized by the Trustee to authenticate Securities under Section 614. 
  
 “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that
board. 
  
 “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. 
  
 “Business Day” means each day which is neither a Saturday, Sunday or other day on which banking institutions in the pertinent Place or Places of Payment are authorized or required by law or executive order to be
closed. 
  
 “Capital
Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the
equity (which includes, but is not limited to, common stock, preferred stock and partnership and joint venture interests) of such Person (excluding any debt securities that are convertible into, or exchangeable for, such equity). 
  
 “Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties on such date. 
  

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 “Company” means the Person named as the
“Company” in the first paragraph of this instrument 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”, “Company Order” and “Company Consent” mean, respectively, a written request, order or consent signed in the name of the Company by its Chairman of the Board, President or a Vice
President, and by a Vice President, its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller, Secretary or an Assistant Secretary, and delivered to the Trustee. 
  
 “Corporate Trust Office” means the principal office of the Trustee in New York, New
York at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at
                ,             ,
            ,                          , except
that with respect to the presentation of Securities for payment or for registration of transfer and exchange, such term shall mean the office or the agency of the Trustee in said city at which at any particular time its corporate agency business
shall be conducted, which office at the date hereof is located at             ,             ,
            ,                          .

  
 “Debt” means
indebtedness for money borrowed. 
  
 “Defaulted Interest” has the meaning specified in Section 307. 
  
 “Depositary” means, unless otherwise specified by the Company pursuant to either Section 204 or Section
301, with respect to Securities of any series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation. 
  
 “Event of Default” has the meaning specified in Section 501. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Funded Debt” of any person means
all indebtedness for borrowed money created, incurred, assumed or guaranteed in any manner by such person, and all indebtedness, contingent or otherwise, incurred or assumed by such person in connection with the acquisition of any business, property
or asset, which in each case matures more than one year after, or which by its terms is renewable or extendible or payable out of the proceeds of similar indebtedness incurred pursuant to the terms of any revolving credit agreement or any similar
agreement at the option of such person for a period ending more than one year after the date as of which Funded Debt is being determined; provided, however, that Funded Debt shall not include (i) any indebtedness for the payment, redemption or
satisfaction of which money (or evidences of indebtedness, if permitted under the instrument creating or evidencing such indebtedness) in the necessary amount shall have been irrevocably deposited in trust with a trustee or proper depository either
on or before the maturity or redemption date thereof or (ii) any indebtedness of such person to any of its Subsidiaries or of any Subsidiary to such person or any other Subsidiary or 
  

 3 








 (iii) any indebtedness incurred in connection with the financing of operating, construction or
acquisition projects, provided that the recourse for such indebtedness is limited to the assets of such projects. 
  
 “Global Security” means with respect to any series of Securities issued hereunder, a Security which is executed by
the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and an indenture supplemental hereto, if any, or Board Resolution and pursuant to a
Company Request, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Securities of such series or
any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest. 
  
 “Holder”, when used with respect to
any Security, means a Securityholder. 
  
 “Indenture” or “this 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. 
  
 “Independent”, when used with respect to any specified Person, means such a Person
who (1) is in fact independent, (2) does not have any direct financial interest or any material indirect financial interest in the Company or in any other obligor upon the Securities or in any Affiliate of the Company or of such other obligor, and
(3) is not connected with the Company or such other obligor or any Affiliate of the Company or of such other obligor, as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Whenever it is
herein provided that any Independent Person’s opinion or certificate shall be furnished to the Trustee, such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning
hereof. 
  
 “Interest”,
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date”, when used with respect to any series of Securities, means the Stated Maturity of any
installment of interest on those Securities. 
  
 “Maturity”, when used with respect to any Securities, means the date on which the principal of any such Security becomes due and payable as therein or herein provided, whether on a Repayment Date, at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Mortgage” means any mortgage, pledge, lien, encumbrance, charge or security interest of any kind. 
  

 4 








 “Officers’ Certificate” means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by a Vice President, the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.
Wherever this Indenture requires that an Officers’ Certificate be signed also by an engineer or an accountant or other expert, such engineer, accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the
employ of the Company, and shall be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld. 
  
 “Oil and Gas Properties” means all properties, including equity or other ownership interests therein, owned by
such Person which contain “proved oil and gas reserves” as defined in Rule 4-10 of Regulation S-X of the Securities Act. 
  
 “Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this
Indenture) be an employee of or of counsel to the Company. Such counsel shall be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld. 
  
 “Original Issue Discount Security” means (i) 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, and (ii) any other Security deemed an Original Issue Discount Security for United States Federal income tax purposes.

  
 “Outstanding”, when
used with respect to Securities or Securities of any series, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (i) such Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; 
  
 (ii) such Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; provided that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 
  
 (iii) such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, or which shall have been paid pursuant to the terms of Section 306 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such
Security is a legal, valid and binding obligation of the Company). 
  
 In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of any Original
Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would 
  

 5 








 be due and payable as of the date of the taking of such action upon a declaration of acceleration of the
Maturity thereof and (ii) 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. In determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer assigned to the corporate trust department of the Trustee knows to be owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such other obligor 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 to act as owner 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 such other obligor. 

 
 “Paying Agent” means any Person
authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. 
  
 “Permitted Mortgage” means (i) any Mortgage upon property owned or leased by a corporation existing at the time
such corporation becomes a Restricted Subsidiary, (ii) any Mortgage upon property existing at the time of the acquisition thereof or to secure payment of any part of the purchase price thereof or any Debt incurred to finance the purchase thereof,
(iii) any Mortgage upon property to secure any part of the cost of development, construction, alteration, repair or improvement of such property, or Debt incurred to finance such cost, (iv) any Mortgage securing Debt of a Restricted Subsidiary owing
to the Company or to another Restricted Subsidiary, (v) any Mortgage existing on the date of the Senior Indenture, and (vi) any extension, renewal or replacement, in whole or in part, of any Mortgage referred to in the foregoing clauses (i) through
(v); provided, however, that the aggregate principal amount (or if issued with original discount, the aggregate issue price) of Debt secured thereby shall not exceed the aggregate principal amount (or if issued with original issue discount, the
aggregate accreted value) then outstanding (plus without duplication, accrued interest, fees and expenses, including any premium and defeasance costs) of Debt so secured at the time of such extension, renewal or replacement and provided, further,
that such Mortgage shall be limited to all or such part of the property (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) which secured (or, under the written arrangements under which the original Lien arose,
could secure) the Mortgage so extended, renewal or replaced. 
  
 Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to create, assume, incur or suffer to exist any Mortgage upon any Principal Property without equally and ratably securing the Senior Debt Securities if
the aggregate amount of all Debt then outstanding secured by such Mortgage and all similar Mortgages does not exceed 10% of the total consolidated stockholders’ equity (including preferred stock) of the Company as shown on the audited
consolidated balance sheet contained in the latest annual report to stockholders of the Company; provided that Debt secured by Permitted Mortgages shall not be included in the amount of such secured debt. 
  

 6 








 “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, or other entity. 
  
 “Place of Payment” means with respect to any series of Securities issued hereunder
the city or political subdivision so designated with respect to the series of Securities in question in accordance with the provisions of Section 301. 
  

“Predecessor Securities” 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 lieu of a lost, destroyed or stolen Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Security. 
  
 “Principal Property” means any Oil and Gas Properties owned or leased by the Company or any Subsidiary, unless, in the opinion of the Board of Directors of the Company, such Oil and Gas
Properties are not of material importance to the total business conducted by the Company and its Subsidiaries as an entirety. 
  
 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption
by or pursuant to this Indenture. 
  
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price specified in the Security at which it is to be redeemed pursuant to this Indenture. 
  
 “Regular Record Date” for the
interest payable on any Security on any Interest Payment Date means the date specified in such Security as the Regular Record Date. 
  
 “Repayment Date”, when used with respect to any Security to be repaid, means the date fixed for such repayment
pursuant to such Security. 
  
 “Repayment Price”, when used with respect to any Security to be repaid, means the price at which it is to be repaid pursuant to such Security. 
  
 “Responsible Officer”, when used with respect to the Trustee, means the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any senior trust officer or trust officer, the controller and any assistant controller or any other officer 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. 
  
 “Restricted Subsidiary” means any
Subsidiary which owns or leases (as lessor or lessee) a Principal Property, but does not include any Subsidiary the principal business of which is leasing machinery, equipment, vehicles or other properties none of which is a Principal Property, or
financing accounts receivable, or engaging in ownership and development of any property or assets which is not a Principal Property. 
  

 7 








  
 “Sale-Leaseback Transaction” shall have the meaning specified in Section 1007. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Security” or
“Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture.

  
 “Security Register”
shall have the meaning specified in Section 305. 
  
 “Security Registrar” means the Person who keeps the Security Register specified in Section 305. 
  

“Securityholder” means a Person in whose name a Security is registered in the Security Register. 
  
 “Special Record Date” for the
payment of any Defaulted Interest (as defined in Section 307) means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity” when used with respect to any Security or any installment of principal thereof or interest
thereon means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
  
 “Subsidiary” of any Person means any corporation, association, partnership, joint
venture, limited liability company or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership and joint venture interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more
Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company. 
  
 “Successor Company” has the meaning specified in Section 801. 
  
 “Trust Indenture Act” or
“TIA” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force at the date as of which this instrument was executed except as provided in Section 905. 
  
 “Trustee” means the Person named as
the Trustee in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean and include each Person who is then a
Trustee hereunder. If at any time there is more than one such Person,“Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 
  

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 “U.S. Government Obligations” means securities that are (x) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof. 
  
 “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”, including, without limitation, an assistant vice president. 
  
 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 condition or covenant provided for in this Indenture (except for the written statement required by Section 1004) shall include 
  
 (1) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
  
 (3) a
statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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

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 certify or give an opinion with respect to some matters and one or more other such Persons as to the 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 Securityholders. 
  
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
Securityholders or Securityholders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company. If any Securities are denominated in coin or currency
other than that of the United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Securities shall be deemed to be
that amount of United States dollars that could be obtained for such principal amount on the basis of the spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by an
Officers’ Certificate) as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 
  
 (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 to such execution or by the certificate of any 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 an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute 
  

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 sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority
of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 (c) The ownership of Securities 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 action, the Company may, at its option, by 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 action, but the
Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only the Holders of record at the
close of business on the record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 
  
 (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind the Holder of every
Security issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done 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 Securityholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  
 (1) the Trustee by any Securityholder or by the Company
shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
  
 (2) the Company by the Trustee or by any Securityholder shall be sufficient for every purpose hereunder (except as provided in Section
501(4) or, in the case of a request for repayment, as specified in the Security carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company. 
  
 Section 106. Notices to Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders of any event, such
notice shall be sufficiently given (unless otherwise herein or in such Security expressly provided) if in writing and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his address as it appears in the 

 

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 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 Securityholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Securityholder shall affect the sufficiency of such notice with respect to
other Securityholders. Where this Indenture or any Security 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 Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  
 In case, by reason of the suspension of regular mail service as a result of a
strike, work stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture, then any method of notification as shall be
satisfactory to the Trustee and the Company shall be deemed to be a sufficient giving of such notice. 
  
 Section 107. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by any of
Sections 310 to 317, inclusive, of the Trust Indenture Act through the operation of Section 318(c) thereof, such imposed duties shall control. 
  
 Section 108. 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 109. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 
  
 Section 110. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 Section 111. Benefits of Indenture. Nothing in this Indenture or in
any Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any Authenticating Agent or Paying Agent, the Security Registrar and the Holders of Securities (or such of them as may be
affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  
 Section 112. Governing Law. This Indenture shall be construed in accordance with and governed by the laws of the State of New York without regard
to the conflict of laws principles thereof. 
  
 Section 113.
Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 Section 114. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, 
  

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 if any, on the Securities of any series (the “Required Currency”) into a currency in which a
judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency
with the Judgment Currency on the New York Banking Day (as defined below) preceding that on which final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in the City of New York or a day on which banking institutions in The City of New York are authorized or
required by law or executive order to close. 
  
 ARTICLE TWO

  
 Security Forms 
  
 Section 201. Forms Generally. The Securities shall have 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 applicable laws or regulations or 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. Any
portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. 
  
 The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods 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, subject, with respect to the Securities of any series, to the rules of any securities exchange on which
such Securities are listed. 
  
 Section 202. Forms of
Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee the Board Resolution by or pursuant to which such form of Security has been approved, which Board Resolution shall have attached
thereto a true and correct copy of the form of Security which has been approved thereby or, if a Board Resolution authorizes a specific officer or officers to approve a form of Security, a certificate of such officer or officers approving the form
of Security attached thereto. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities in that form or a
certificate signed by a Responsible Officer of the Trustee and delivered to the Company. 
  

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 Section 203. Form of Trustee’s Certificate of Authentication. The form of Trustee’s
Certificate of Authentication for any Security issued pursuant to this Indenture shall be substantially as follows: 
  
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  
  

	                                      
                      ,
	 as Trustee,

		
	 By:
	 	  


	 	 	 Authorized Signatory



  
 Section 204.
Securities Issuable in the Form of a Global Security. 
  
 (a) If the Company shall establish pursuant to Section 202 and Section 301 that the Securities of a particular series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall
execute and the Trustee or its agent shall, in accordance with Section 303 and the Company Request delivered to the Trustee or its agent thereunder, authenticate and deliver, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be represented by such Global Security or Securities, or such portion thereof as the Company shall specify in a Company
Request, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s instruction and (iv)
shall bear a legend substantially to the following effect: 
  
 “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR 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 TO 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. 
  
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR 
  

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 TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THIS INDENTURE REFERRED TO ON THE REVERSE HEREOF.” 
  
 (b) Notwithstanding any other provisions of this Section 204 or of Section 305, and subject to the provisions of paragraph (c) below, unless
the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 305, only
to a nominee of the Depositary for such Global Security, or to the Depositary, or a successor Depositary for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary. 
  
 (c) (i) If at any time the Depositary for a Global Security notifies the
Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such series ceases to be a clearing agency registered under the Exchange Act or other applicable
statute or regulation, the Company shall appoint a successor Depositary with respect to such Global Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after the Company receives such notice or
becomes aware of such ineligibility, the Company will execute, and the Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange for such Global Security, will
authenticate and deliver, individual Securities of such series of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security. 
  
 (ii) The Company may at any time and in its sole discretion
determine that the Securities of any series or portion thereof issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the
Trustee, upon receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such series of
like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such series or portion thereof in exchange for such Global Security or Securities. 

 
 (iii) If specified by the Company pursuant to Section
202 and Section 301 with respect to Securities issued or issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of
such series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee or its agent shall authenticate and deliver, without service charge, (1)
to each Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in 
  

 15 








 
exchange for such Person’s beneficial interest in the Global Security; and (2) to such Depositary a new Global Security of like tenor and terms and in
an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to the Holders thereof. 
  
 (iv) In any exchange provided for in any of the preceding
three paragraphs, the Company will execute and the Trustee or its agent will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of the entire principal amount of a Global
Security for individual Securities, such Global Security shall be canceled by the Trustee or its agent. Except as provided in the preceding paragraph, Securities issued in exchange for a Global Security pursuant to this Section shall be registered
in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Security Registrar. The Trustee or the
Security Registrar shall deliver such Securities to the Persons in whose names such Securities are so registered. 
  
 ARTICLE THREE 
  
 The Securities 
  
 Section 301. General Title; General
Limitations; Issuable in Series; Terms of Particular Series. The aggregate principal amount of Securities which may be authenticated and delivered and Outstanding under this Indenture is not limited. 
  
 The Securities may be issued in one or more series up to an aggregate
principal amount of Securities as from time to time may be authorized by the Board of Directors. All Securities of each series under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to such
series without preference, priority or distinction on account of the actual time of the authentication and delivery or Stated Maturity of the Securities of such series. 
  
 Each series of Securities shall be created either by or pursuant to a Board Resolution or by or pursuant to an indenture
supplemental hereto. The Securities of each such series may bear such date or dates, be payable at such place or places, have such Stated Maturity or Maturities, be issuable at such premium over or discount from their face value, bear interest at
such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Securities registered as such on such Regular Record Dates, or may bear no
interest, and may be redeemable or repayable at such Redemption Price or Prices or Repayment Price or Prices, as the case may be, whether at the option of the Holder or otherwise, and upon such terms, all as shall be provided for in or pursuant to
the Board Resolution or in or pursuant to the supplemental indenture creating that series. There may also be established in or pursuant to a Board Resolution or in or pursuant to a supplemental indenture prior to the issuance of Securities of each
such series, provision for: 
  
 (1) the exchange
or conversion of the Securities of that series, at the option of the Holders thereof, for or into new Securities of a different series or other 
  

 16 








 
securities or other property, including shares of Capital Stock of the Company or any subsidiary of the Company or securities directly or indirectly
convertible into or exchangeable for any such shares; 
  
 (2) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, pursuant to any sinking fund or
otherwise; 
  
 (3) the obligation, if any, of the
Company to redeem, purchase or repay Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and the terms and
conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; 
  
 (4) if other than U.S. dollars, the currency or currencies or units based on or related to currencies (including European Currency Units)
in which the Securities of such series shall be denominated and in which payments of principal of, and any premium and interest on, such Securities shall or may be payable; 
  
 (5) if the principal of (and premium, if any) or interest, if any, on the Securities of such series are to
be payable, at the election of the Company or a holder thereof, in a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, the period
or periods within which, and the terms and conditions upon which, such election may be made; 
  
 (6) if the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of such series may be
determined with reference to an index based on (i) a currency or currencies or units based on or related to currencies (including European Currency Units) other than that in which the Securities are stated to be payable, (ii) changes in the price of
one or more other securities or groups or indexes of securities or (iii) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts shall be determined;

  
 (7) if the aggregate principal amount of the
Securities of that series is to be limited, such limitations; 
  
 (8) the exchange of Securities of that series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different
authorized denomination or denominations, or both; 
  
 (9) the appointment by the Trustee of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and
delivery of the Securities of any one or more series in connection with such transactions as shall be specified in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series;

  

 17 








 (10) the portion of the principal amount of Securities of the series, if other than the
total principal amount thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or provable in bankruptcy pursuant to Section 504; 
  
 (11) any Event of Default with respect to the Securities of
such series, if not set forth herein and any additions, deletions or other changes to the Events of Default set forth herein that shall be applicable to the Securities of such series (including a provision making any Event of Default set forth
herein inapplicable to the Securities of that series); 
  
 (12) any covenant solely for the benefit of the Securities of such series and any additions, deletions or other changes to the provisions of Article Ten or any definitions relating to such Article that shall be applicable to the Securities
of such series (including a provision making any Section of such Article inapplicable to the Securities of such series); 
  
 (13) the applicability of Section 403 of this Indenture to the Securities of such series; 
  
 (14) if the Securities of the series shall be issued in
whole or in part in the form of a Global Security or Global Securities, the terms and conditions, if any, upon which such Global Security or Global Securities may be exchanged in whole or in part for other individual Securities; and the Depositary
for such Global Security or Global Securities (if other than the Depositary specified in Section 101 hereof); and 
  
 (15) any other terms of the series, which shall not be inconsistent with the provisions of this Indenture; 
  
 all upon such terms as may be determined in or pursuant to a Board Resolution or in or
pursuant to a supplemental indenture with respect to such series. All Securities of the same series shall be substantially identical in tenor and effect, except as to denomination. 
  
 The form of the Securities of each series shall be established pursuant to the provisions of this Indenture in or pursuant
to the Board Resolution or in or pursuant to the supplemental indenture creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner, reasonably satisfactory to the Trustee, as
the Board of Directors may determine. 
  
 Unless otherwise
provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons. 
  
 Any terms or provisions in respect of the Securities of any series issued under this Indenture may be determined pursuant to this Section by providing in
a Board Resolution or supplemental indenture for the method by which such terms or provisions shall be determined. 
  

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 Section 302. Denominations. The Securities of each series shall be issuable in such denominations
and currency as shall be provided in the provisions of this Indenture or in or pursuant to the Board Resolution or the supplemental indenture creating such series. In the absence of any such provisions with respect to the Securities of any series,
the Securities of that series shall be issuable only in fully registered form in denominations of $1,000 and any integral multiple thereof. 
  
 Section 303. Execution, Authentication and Delivery and Dating. The Securities shall be executed on behalf of the Company by its Chairman of the
Board, its President, one of its Vice Presidents or its Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual
or facsimile. 
  
 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 executed by the Company to the Trustee for authentication; and the Trustee shall, upon Company Order, authenticate and
deliver such Securities as in this Indenture provided and not otherwise. 
  
 Prior to any such authentication and delivery, the Trustee shall be entitled to receive, in addition to any Officers’ Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to
Section 102, and the Board Resolution and any certificate relating to the issuance of the series of Securities required to be furnished pursuant to Section 202, an Opinion of Counsel stating that: 
  
 (1) all instruments furnished to the Trustee conform to the
requirements of the Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities; 
  
 (2) the form and terms (or in connection with the issuance of medium-term Securities under Section 311, the manner of determining
the terms) of such Securities have been established in conformity with the provisions of this Indenture; 
  
 (3) all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied with, the
Company has the corporate power to issue such Securities and such Securities have been duly authorized and delivered by the Company and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of the
Company enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to
time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding; and 

 

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 (4) such other matters as the Trustee may reasonably request; 
  
 and, if the authentication and delivery relates to a new series of Securities created by an
indenture supplemental hereto, also stating that all laws and requirements with respect to the form and execution by the Company of the supplemental indenture with respect to that series of Securities have been complied with, the Company has
corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding
obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights
generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity). 
  
 The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties or
immunities under the Securities and this Indenture. 
  
 Unless
otherwise provided in the form of Security for any series, all Securities shall be dated the date of their authentication. 
  
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. 
  
 Section 304. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and, upon receipt of the documents required by Section 303, together with a 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. 
  
 If temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, 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, without charge to the Holder; and upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such series of authorized denominations and of like tenor and terms. Until so exchanged the temporary Securities of such series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 
  

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 Section 305. Registration, Transfer and Exchange. The Company shall keep or cause to be kept a
register (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a
particular series, and for transfers of Securities or of Securities of such series. 
  
 Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for
inspection by the Trustee at the office or agency to be maintained by the Company as provided in Section 1002. 
  
 Subject to Section 204, upon surrender for transfer of any Security of any series at the office or agency of the Company in a Place of Payment, the
Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of a like aggregate principal amount and
Stated Maturity and of like tenor and terms. 
  
 Subject to
Section 204, at the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of a like aggregate principal amount and Stated Maturity and of like tenor and terms,
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 Securityholder
making the exchange is entitled to receive. 
  
 All Securities
issued upon any 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 transfer or exchange.

  
 Every Security presented or surrendered for transfer or
exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney
duly authorized in writing. 
  
 Unless otherwise provided in the
Security to be transferred or exchanged, no service charge shall be made on any Securityholder for any transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to Section 304, Section 906 or Section 1107 not involving any transfer.

  
 The Company shall not be required (i) to issue, transfer or
exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 1103 and ending at the
close of business on the date of such mailing, or (ii) to transfer or exchange any Security so selected for redemption in whole or in part, except for the portion of such Security not so selected for redemption. 
  

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 None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar
will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. 
  
 The Company initially appoints
the Trustee to act as Security Registrar for the Securities on its behalf. The Company may at any time and from time to time authorize any Person to act as Security Registrar in place of the Trustee with respect to any series of Securities issued
under this Indenture. 
  
 Section 306. Mutilated, Destroyed,
Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to save each 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 its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, series, Stated Maturity and principal amount, bearing
a number not contemporaneously Outstanding. 
  
 In case any such
mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
  
 Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  
 Section 307. Payment of Interest; Interest Rights Preserved. Unless
otherwise provided with respect to such Security pursuant to Section 301, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 
  

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 Any interest on any Security 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 registered Holder on the relevant Regular Record Date by virtue of his having been such Holder; and, except as hereinafter
provided, such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or Clause (2) below: 
  
 (1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (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 such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor 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 the Holder of each such Security 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 payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered 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 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. 
  
 If any installment of
interest the Stated Maturity of which is on or prior to the Redemption Date for any Security called for redemption pursuant to Article Eleven is not paid or duly provided for on or prior to the Redemption Date in accordance with the foregoing
provisions of this Section, such interest shall be payable as part of the Redemption Price of such Securities. 
  
 Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon 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. 
  

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 Section 308. Persons Deemed Owners. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Security is registered in the Security Register as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 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. 
  
 Section 309. Cancellation. All Securities surrendered for payment,
redemption, transfer, conversion or exchange or credit against a sinking fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Company may at
any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee.
No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. The Trustee shall (subject to the record retention requirements of the Exchange
Act) dispose of all canceled Securities in accordance with its customary procedures and shall deliver a certificate of such disposition to the Company. 
  
 Section 310. Computation of Interest. Unless otherwise provided as contemplated in Section 301, interest on the Securities shall be
calculated on the basis of a 360-day year of twelve 30-day months. 
  
 Section 311. Medium-term Securities. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee an
Officers’ Certificate, Board Resolution, supplemental indenture, Opinion of Counsel or Company Request otherwise required pursuant to Section 202, Section 301 and Section 303 at or prior to the time of authentication of
each Security of such series if such documents are delivered to the Trustee or its agent at or prior to the authentication upon original issuance of the first Security of such series to be issued; provided that any subsequent request by the Company
to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation and warranty by the Company that as of the date of such request, the statements made in the Officers’ Certificate delivered
pursuant to Section 102 shall be true and correct as if made on such date. 
  
 An Officers’ Certificate, supplemental indenture or Board Resolution delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the
subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time upon the telephonic or written order of persons designated in such Officers’ Certificate, Board Resolution or supplemental
indenture (any such telephonic instructions to be confirmed promptly in writing by such persons) and that such persons are authorized to determine, consistent with such Officers’ Certificate, supplemental indenture or Board Resolution, such
terms and conditions of said Securities as are specified in such Officers’ Certificate, supplemental indenture or Board Resolution. 
  

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 ARTICLE FOUR 
  
 Satisfaction and Discharge 
  
 Section 401. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities
(except as to any surviving rights of conversion, transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series and the Company’s rights of optional redemption expressly provided for
herein or in the form of Securities for such series), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when 
  
 (1) either 
  
 (A) all Securities of that 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 in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee canceled or for cancellation; or 

 
 (B) all such Securities of that series not theretofore
delivered to the Trustee canceled or for cancellation 
  
 (i) have become due and payable, or 
  
 (ii) will become due and payable at their Stated Maturity within one year, or 
  
 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company, 
  
 and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee canceled or 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 with respect to the Securities of such series; 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 with respect to the Securities of such series have been complied with. 
  

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 Notwithstanding the satisfaction and discharge of this Indenture, the Company’s obligations in Section 305,
Section 306, Section 307, Section 308, Section 309, Section 310, Section 402, Section 403, Section 508, Section 607, Section 610, Section 1002, and Section 1003, and
the Trustee’s and Paying Agent’s obligations in Section 1003 shall survive until the Notes are no longer outstanding. Thereafter, only the Company’s obligations in Section 403, Section 607 and Section 1003
and the Trustee’s and Paying Agent’s obligations in Section 1003 shall survive. 
  
 In order to have money available on a payment date to pay principal (and premium, if any, on) or interest on the Notes, the U.S. Government Obligations
shall be payable as to principal (and premium, if any) or interest at least one Business Day before such payment date in such amounts as will provide the necessary money. 
  
 Section 402. Application of Trust Money. All money and U.S. Government Obligations deposited with the Trustee
pursuant to Section 401 and all money received by the Trustee in respect of such obligations shall be held in trust and applied by it, in accordance with the provisions of the series of Securities in respect of which it was deposited and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for
whose payment such money and obligations have been deposited with or received by the Trustee; but such money and obligations need not be segregated from other funds except to the extent required by law. 
  
 Section 403. Repayment of the Company. 
  
 The Trustee and the Paying Agent shall promptly pay to the Company upon
written request any excess money or securities held by them at any time. 
  
 The Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years after the date upon which such
payment shall have become due; provided that the Company shall have either caused notice of such payment to be mailed to each Holder of the Securities entitled thereto no less than 30 days prior to such repayment or within such period shall have
published such notice in a financial newspaper of widespread circulation published in The City of New York, including, without limitation, The Wall Street Journal (national edition). After payment to the Company, Holders entitled to the money must
look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. 
  
 Section 404. Reinstatement. 
  
 If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court of governmental authority enjoining, restraining or otherwise prohibiting such application, the
Company’s obligations under this Indenture and the Securities 
  

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 shall be revived and reinstated as though no deposit has occurred pursuant to Section 401 until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 402; provided, however, that if the Company has made any payment of interest on or principal of any
Securities because of the reinstatement of their Obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

  
 ARTICLE FIVE 
  
 Remedies 
  
 Section 501. Events of Default. “Event of Default”, wherever used herein, means with respect
to any series of Securities 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), unless such event is either inapplicable to a particular series or it is specifically deleted or modified in the supplemental indenture creating such series of Securities
or in the form of Security for such series: 
  
 (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or 
  
 (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its
Maturity; or 
  
 (3) default in the payment of
any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of such series; or 
  
 (4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture in respect of the Securities of
such series (other than a covenant or warranty in respect of the Securities of such series a default in the performance of which or the breach of which is elsewhere in this Section specifically dealt with), all of such covenants and warranties in
the Indenture which are not expressly stated to be for the benefit of a particular series of Securities being deemed in respect of the Securities of all series for this purpose, and continuance of such default or breach for a period of 90 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 such series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
  
 (5) the entry of an order for relief against the Company under the Federal Bankruptcy Code by a court having jurisdiction in the premises
or a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or 
  

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insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or 
  
 (6) the consent by the Company to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, 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 of any substantial part of its property, or the making by it of an 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 of corporate action by the Company in furtherance of any such action; or 
  
 (7) any other Event of Default provided in the supplemental
indenture under which such series of Securities is issued or in the form of Security for such series. 
  
 Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in paragraph (1), (2), (3), (4) or (7) (if the
Event of Default under paragraph (4) or (7) is with respect to less than all series of Securities then Outstanding) of Section 501 occurs and is continuing with respect to any series, then and in each and every such case, unless the principal
of all the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding hereunder (each such series acting
as a separate class), by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount
as may be specified in the terms of that series) of all the Securities of such series then Outstanding and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately
due and payable, anything in this Indenture or in the Securities of such series contained to the contrary notwithstanding. If an Event of Default described in paragraph (4) or (7) (if the Event of Default under paragraph (4) or (7) is with respect
to all series of Securities then Outstanding), (5) or (6) of Section 501 occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount
(or, if any Securities are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms thereof) of all the Securities then Outstanding and all accrued interest thereon to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Securities contained to the contrary notwithstanding. 
  

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 At any time after such a declaration of acceleration has been made with respect to the Securities of any
series and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of such series, by written
notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if 
  
 (A) the Company has paid or deposited with the Trustee a sum sufficient to pay all overdue installments of interest on the Securities of
such series, 
  
  
 (B) the principal of (and premium, if any, on) any Securities of such series which have become due otherwise than by such declaration of
acceleration, and interest thereon at the rate or rates prescribed therefor by the terms of the Securities of such series, to the extent that payment of such interest is lawful, 
  
 (C) interest upon overdue installments of interest at the rate or rates prescribed therefor by the terms of
the Securities of such series to the extent that payment of such interest is lawful, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the Trustee under Section 607; and 
  
 (2) all Events of Default with respect to such series of Securities, other than the nonpayment of the principal of the Securities of such
series which have become due solely by such 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 of any series when such interest becomes due and payable, or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, or 
  
 (3) default is made in the payment of any sinking or
purchase fund or analogous obligation when the same becomes due by the terms of the Securities of any series, 
  
 and any such default continues for any period of grace provided with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such
Security (or the Holders of any such series in the case of Clause (3) above), the whole amount then due and payable on any such Security (or on the Securities of any such 
  

 29 








 series in the case of Clause (3) above) for principal (and premium, if any) and interest, with interest, to the extent
that payment of such interest shall be legally enforceable, upon the overdue principal (and premium, if any) and upon overdue installments of interest, at such rate or rates as may be prescribed therefor by the terms of any such Security (or of
Securities of any such series in the case of Clause (3) above); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 607. 
  
 If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Securities of such series and collect the
money 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 any series of Securities occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  
 Section 504. Trustee May File Proofs of Claim. In case of 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 or interest) shall
be entitled and empowered, by intervention in such proceedings or otherwise, 
  
 (1) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary and
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 all other amounts due the Trustee under Section 607)
and of the Securityholders allowed in such judicial proceeding, and 
  
 (2) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; 
  
 and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Securityholder to
make such payment to the Trustee and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to 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. 
  

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 Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Securityholder any plan or 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 Securityholder
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 of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or the
production thereof in any proceeding relating thereto, and any such proceeding instituted by 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 agent and counsel, be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment has been recovered. 
  
 Section 506. Application of Money Collected. Any money collected by
the Trustee with respect to a series of Securities 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) or interest, upon presentation of the Securities of such series and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  
 FIRST: To the payment of all amounts due the Trustee under Section 607; 
  
 SECOND: To the payment of the amounts then due and unpaid upon the Securities
of that series for principal (and premium, if any) and interest, 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: To the Company or to such other party as a court of competent jurisdiction shall direct. 
  
 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 Securities of such
series; 
  
 (2) the Holders of not less than 25%
in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
  

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 (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
  
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; 
  
 it being understood and intended that no one or more Holders of Securities of such series 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 such series, or to obtain or to seek to obtain priority or preference over any other such Holders or to
enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series. 
  
 Section 508. Unconditional Right of Securityholders to Receive Principal, Premium and Interest. Notwithstanding any
other provisions in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on
the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder. 
  
 Section 509. Restoration of Rights and Remedies. If the Trustee or any Securityholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any
reason, then and in every such case the Company, the Trustee and the Securityholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Securityholders shall continue as though no such proceeding had been instituted. 
  
 Section 510. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders 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 Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case may be. 
  

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 Section 512. Control by Securityholders. The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the
Securities of such series, provided that 
  
 (1)
the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith
shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and 
  
 (2) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction. 
  
 Section 513. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default not theretofore cured 
  
 (1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or in the payment of any sinking
or purchase fund or analogous obligation with respect to the Securities of such series, or 
  
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series. 
  
 Upon any such
waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right
consequent thereon. 
  
 Section 514. Undertaking for Costs.
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 Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or to any suit
instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) 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). 
  

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 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 with respect to any series of Securities, 
  
 (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the
Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  
 (2) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, 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 with respect to any series of Securities has
occurred and is continuing, the Trustee shall exercise with respect to the Securities of such series 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 
  
 (1) this Subsection shall not be construed to limit the
effect of Subsection (a) of this Section; 
  

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 (2) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
  
 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding Securities of any series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and 
  
 (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
  
 (d) Whether or not therein expressly so
provided, every provision of this Indenture relating to the conduct or affecting the liability of or 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 Securities of any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security Register, 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) or interest on any Security of such series or in the payment of any
sinking or purchase fund installment or analogous obligation 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 interests of the Securityholders of such series; and provided, further, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series no such notice to Securityholders of such series shall be given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term
“default”, with respect to Securities of any series, 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. Except as otherwise provided
in Section 601: 
  
 (a) 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 or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties; 
  

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 (b) 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; 
  
 (c) 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; 
  
 (d) 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; 
  
 (e) the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the Securityholders pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (f) 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 or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation,
it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and 
  
 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and
the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 
  
 Section 604. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates
of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee 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 Paying Agent, the Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, 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. 
  

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 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), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
  
 (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or administration of this trust, 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. 
  
 As security for the performance of the
obligations of the Company under this Section the Trustee shall have a lien 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) or interest on particular Securities. 
  
 Section 608.
Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In
determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded for purposes of the conflicting interest provisions of
such Section 310(b) the Securities of every other series issued under this Indenture (i) securities issued under the Indenture dated as of July 3, 2002, among Plains Exploration & Production Company, L.P., Plains E&P Company, the
Subsidiary Guarantors party thereto and JPMorgan Chase Bank, as Trustee, and (ii) every series of securities issued under the Indenture dated as of
                     ,         , between Plains Exploration & Production Company and
                                    , as Trustee.
Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. 
  
 Section 609. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to
each series of Securities, which shall be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, and subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or 
  

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 to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to any series of Securities shall cease
to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  
 Section 610. Resignation and Removal; Appointment of Successor. 
  
 (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 under Section 611. 
  
 (b) The Trustee may resign with respect to any series of Securities at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee 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. 
  
 (c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a majority in principal amount of the Outstanding Securities of that series, delivered to the Trustee and to
the Company. 
  
 (d) If at any time: 

 
 (1) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act pursuant to Section 608(a) with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been a bona fide Holder of a Security of that series for
at least 6 months, or 
  
 (2) the Trustee shall
cease to be eligible under Section 609 with respect to any series of Securities and shall fail to resign after written request therefor by the Company or by any such Securityholder, or 
  
 (3) the Trustee shall become incapable of acting with
respect to any series of Securities, or 
  
 (4)
the Trustee 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 the series, or in the case of Clause (4), with respect to all series, or (ii) subject to Section 514, any Securityholder who has been a bona fide Holder of a Security of
such series for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series, or, in
the case of Clause (4), with respect to all series. 
  

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 (e) If the Trustee shall resign, be removed or become incapable of acting with respect to
any series of Securities, or if a vacancy shall occur in the office of the Trustee with respect to any series of Securities for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee for that series of Securities.
If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities 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 such series and
supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in
the manner hereinafter provided, any Securityholder who has been a bona fide Holder of a Security of that series for at least 6 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 such series. 
  
 (f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such
event by first-class mail, postage prepaid, to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee and the address of its principal
Corporate Trust Office. 
  
 Section 611. Acceptance of
Appointment by Successor. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
predecessor Trustee shall become effective with respect to any series as to which it is resigning or being removed as Trustee, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the predecessor Trustee with respect to any such series; but, on request of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges, if any, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder with respect
to all or any such series, subject nevertheless to its lien, if any, provided for in Section 607. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts. 
  
 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 predecessor Trustee and each successor Trustee with respect to the
Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the 
  

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 administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee. 
  
 No successor Trustee with respect to any series of
Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible with respect to that series under this Article. 
  
 Section 612. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may
be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
  
 Section 613. Preferential Collection of Claims Against Company. 
  
 (a) Subject to Subsection (b) of this Section, if the Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Company within 3 months prior to a default, as defined in Subsection (c) of this Section, or subsequent to such a default, then, unless and until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the Holders of the Securities and the holders of other indenture securities (as defined in Subsection (c) of this Section): 
  
 (1) an amount equal to any and all reductions in the amount due and owing upon any claim as such creditor in
respect of principal or interest, effected after the beginning of such 3-month period and valid as against the Company and its other creditors, except any such reduction resulting from the receipt or disposition of any property described in
paragraph (2) of this Subsection, or from the exercise of any right of set-off which the Trustee could have exercised if a petition in bankruptcy had been filed by or against the Company upon the date of such default; and 
  
 (2) all property received by the Trustee in respect of any
claim as such creditor, either as security therefor, or in satisfaction or composition thereof, or otherwise, after the beginning of such 3-month period, or an amount equal to the proceeds of any such property, if disposed of, subject, however, to
the rights, if any, of the Company and its other creditors in such property or such proceeds. 
  
 Nothing herein contained, however, shall affect the right of the Trustee 
  
 (A) to retain for its own account (i) payments made on account of any such claim by any Person (other than the Company) who is liable
thereon, 
  

 40 








 
and (ii) the proceeds of the bona fide sale of any such claim by the Trustee to a third person, and (iii) distributions made in cash, securities or other
property in respect of claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law; 
  
 (B) to realize, for its own account, upon any property held by it as security for any such claim, if such
property was so held prior to the beginning of such 3-month period; 
  
 (C) to realize, for its own account, but only to the extent of the claim hereinafter mentioned, upon any property held by it as security for any such claim, if such claim was created after the beginning of such
3-month period and such property was received as security therefor simultaneously with the creation thereof, and if the Trustee shall sustain the burden of proving that at the time such property was so received the Trustee had no reasonable cause to
believe that a default as defined in Subsection (c) of this Section would occur within 3 months; or 
  
 (D) to receive payment on any claim referred to in paragraph (B) or (C), against the release of any property held as security for such
claim as provided in paragraph (B) or (C), as the case may be, to the extent of the fair value of such property. 
  
 For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of such 3-month period for property held as security at the time
of such substitution shall, to the extent of the fair value of the property released, have the same status as the property released, and, to the extent that any claim referred to in any of such paragraphs is created in renewal of or in substitution
for or for the purpose of repaying or refunding any pre-existing claim of the Trustee as such creditor, such claim shall have the same status as such pre-existing claim. 
  
 If the Trustee shall be required to account, the funds and property held in such special account and the proceeds thereof
shall be apportioned between the Trustee, the Securityholders and the holders of other indenture securities in such manner that the Trustee, the Securityholders and the holders of other indenture securities realize, as a result of payments from such
special account and payments of dividends on claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee anything on account of the receipt by it from the Company of the funds and property in such special account and before crediting to the respective claims of the Trustee and the
Securityholders and the holders of other indenture securities dividends on claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law, but after
crediting thereon receipts on account of the indebtedness represented by their respective claims from all sources other than from such dividends and from the funds and property so held in such special account. As used in this paragraph, with respect
to any claim, the term “dividends” shall include any distribution with respect to such claim, in bankruptcy or receivership or proceedings for reorganization pursuant to 
  

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 the Federal Bankruptcy Act or applicable State law, whether such distribution is made in cash, securities, or other
property, but shall not include any such distribution with respect to the secured portion, if any, of such claim. The court in which such bankruptcy, receivership or proceedings for reorganization is pending shall have jurisdiction (i) to apportion
between the Trustee and the Securityholders and the holders of other indenture securities in accordance with the provisions of this paragraph, the funds and property held in such special account and proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph due consideration in determining the fairness of the distributions to be made to the Trustee and the Securityholders and the holders of other indenture securities with
respect to their respective claims, in which event it shall not be necessary to liquidate or to appraise the value of any securities or other property held in such special account or as security for any such claim, or to make a specific allocation
of such distributions as between the secured and unsecured portions of such claims, or otherwise to apply the provisions of this paragraph as a mathematical formula. 
  
 Any Trustee which has resigned or been removed after the beginning of such 3-month period shall be subject to the provisions
of this Subsection as though such resignation or removal had not occurred. If any Trustee has resigned or been removed prior to the beginning of such 3-month period, it shall be subject to the provisions of this Subsection if and only if the
following conditions exist: 
  
 (i) the receipt
of property or reduction of claim, which would have given rise to the obligation to account, if such Trustee had continued as Trustee, occurred after the beginning of such 3-month period; and 
  
 (ii) such receipt of property or reduction of claim occurred
within 3 months after such resignation or removal. 
  
 (b) There
shall be excluded from the operation of Subsection (a) of this Section a creditor relationship arising from the ownership or acquisition of securities issued under any indenture, or any security or securities having a maturity of one year or more at
the time of acquisition by the Trustee; 
  
 (A)
advances authorized by a receivership or bankruptcy court of competent jurisdiction, or by this Indenture, for the purpose of preserving any property which shall at any time be subject to the lien of this Indenture or of discharging tax liens or
other prior liens or encumbrances thereon, if notice of such advances and of the circumstances surrounding the making thereof is given to the Securityholders at the time and in the manner provided in this Indenture; 
  
 (B) disbursements made in the ordinary course of business
in the capacity of trustee under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or depositary, or other similar capacity; 
  

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 (C) an indebtedness created as a result of services rendered or premises rented; or an
indebtedness created as a result of goods or securities sold in a cash transaction as defined in Subsection (c) of this Section; 
  
 (D) the ownership of stock or of other securities of a corporation organized under the provisions of Section 25(a) of the Federal Reserve
Act, as amended, which is directly or indirectly a creditor of the Company; or 
  
 (E) the acquisition, ownership, acceptance or negotiation of any drafts, bills of exchange, acceptances or obligations which fall within
the classification of self liquidating paper as defined in Subsection (c) of this Section. 
  
 (2) For the purposes of this Section only: 
  
 (A) The term “default” means any failure to make payment in full of the principal of or interest on any of the
Securities or upon the other indenture securities when and as such principal or interest becomes due and payable. 
  
 (B) The term “other indenture securities” means securities upon which the Company is an obligor outstanding under
any other indenture (i) under which the Trustee is also trustee, (ii) which contains provisions substantially similar to the provisions of this Section, and (iii) under which a default exists at the time of the apportionment of the funds and
property held in such special account. 
  
 (C)
The term “cash transaction” means any transaction in which full payment for goods or securities sold is made within 7 days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand. 
  
 (D) The
term “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing,
shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares
or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or obligation. 
  
 (E) The term “Company” means any obligor upon the Securities. 
  
 Section 614. Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an 
  

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 Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate
of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to
act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Company itself, subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section. 
  
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Company, 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, if other than the Company, 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, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
  
 The Trustee agrees to pay to each Authenticating Agent (other than an Authenticating Agent appointed at the request of the Company 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. 
  

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 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. 
  

	                                      
                      ,
	 as Trustee

		
	 By:
	 	  


	 	 	 As Authenticating Agent

		
	 By:
	 	  


	 	 	 Authorized Signatory



  
 ARTICLE SEVEN

  
 Securityholders’ Lists and Reports by 
 Trustee and Company 
  
 Section 701. Company To Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished to the Trustee

  
 (a) semi-annually, not more than 15 days after each Regular
Record Date, in each year in such form as the Trustee may reasonably require, a list of the names and addresses of the Holders of Securities of such series as of such date, and 
  
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such
request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, 
  
 excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar. 
  
 Section 702. Preservation of Information; Communications to
Securityholders. 
  
 (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders of Securities received
by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
  
 (b) If 3 or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that 
  

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 each such applicant has owned a Security of such series for a period of at least 6 months preceding the date of such
application, and such application states that the applicants desire to communicate with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture or under such Securities and
is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within 5 Business Days after the receipt of such application, at its election, either 
  
 (i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 702(a), or 
  
 (ii) inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may be,
whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 702(a), and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any,
specified in such application. 
  
 If the Trustee shall elect not
to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear in
the information preserved at the time by the Trustee in accordance with Section 702(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless, within 5 days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such series or all Securityholders, as the case may be, or would be in
violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain
any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all Securityholders of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the
Trustee shall be relieved of any obligation or duty to such applicants respecting their application. 
  
 (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall
be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 702(b), 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 Section 702(b). 
  

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 Section 703. Reports by Trustee. 
  
 (a) The term “reporting date” as used in this Section means May 15. Within 60 days after the
reporting date in each year, beginning in May 15, 2005, the Trustee shall transmit by mail to all Securityholders, as their names and addresses appear in the Security Register, a brief report dated as of such reporting date with respect to any of
the following events which may have occurred during the 12 months preceding the date of such report (but if no such event has occurred within such period no report need be transmitted): 
  
 (1) any change to its eligibility under Section 609 and its qualifications under Section 608;

  
 (2) the creation of or any material change to
a relationship specified in Section 310(b)(1) through Section 310(b)(10) of the Trust Indenture Act; 
  
 (3) the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report, and for the reimbursement of which it claims or may claim a lien or charge, prior to that of Securities of any series, on any property or funds held or collected by it as
Trustee, except that the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid aggregate not more than 1/2 of 1% of the principal amount of the Securities of such series outstanding on the date of
such report; 
  
 (4) any change to the amount,
interest rate and maturity date of all other indebtedness owing by the Company (or by any other obligor on the Securities) to the Trustee in its individual capacity, on the date of such report, with a brief description of any property held as
collateral security therefor, except an indebtedness based upon a creditor relationship arising in a manner described in Section 613(b)(2), (3), (4) or (6); 
  
 (5) any change to the property and funds, if any, physically in the possession of the Trustee as such on the
date of such report; 
  
 (6) any additional issue
of Securities which the Trustee has not previously reported; and 
  
 (7) any action taken by the Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Securities, except action in respect of a default,
notice of which has been or is to be withheld by the Trustee in accordance with Section 602. 
  
 (b) The Trustee shall transmit by mail to all Securityholders, as their names and addresses appear in the Security Register, a brief report with respect
to the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the Trustee (as such) since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of execution of this instrument) for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Securities of any series, on property or funds
held or collected 
  

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 by it as Trustee, and which it has not previously reported pursuant to this Subsection, except that the Trustee shall not
be required (but may elect) to report such advances if such advances remaining unpaid at any time aggregate 10% or less of the principal amount of the Securities Outstanding of such series at such time, such report to be transmitted within 90 days
after such time. 
  
 (c) A copy of each such report shall, at the
time of such transmission to Securityholders, be filed by the Trustee with each stock exchange upon which the Securities are listed, and also with the Commission. The Company will notify the Trustee when the Securities are listed on any stock
exchange. 
  
 Section 704. Reports by Company. The Company
will 
  
 (1) file with the Trustee, within 15
days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to
either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which
may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
  
 (2) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time
to time by such rules and regulations; and 
  
 (3) transmit by mail to all Securityholders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 
  
 ARTICLE EIGHT 
  
 Consolidation, Merger, Conveyance or Transfer 
  
 Section 801. Company May Consolidate, etc., only on Certain Terms. The Company shall not consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an entirety to any Person, unless: 
  
 (1) the corporation, partnership, trust or limited liability company (“Successor Company”) formed by such
consolidation or into which the Company is 
  

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merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation
organized and existing under the laws of the United States of America or any State 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 due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and 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 consolidation,
merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. 
  
 Section 802. Successor Corporation Substituted. Upon any consolidation
or merger, or any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the Successor Company formed by such consolidation or into which the Company is merged or to
which such conveyance or transfer 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. In the event of any such conveyance or transfer, the Company as the predecessor corporation may be dissolved, wound up or liquidated at any time thereafter. 
  
 ARTICLE NINE 
  
 Supplemental Indentures 
  
 Section 901. Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the
Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities contained; or 
  
 (2) to add to the covenants of the Company, or to surrender any right or power herein conferred upon the Company, for the benefit of the
Holders of the Securities of any or all series (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such
surrenders are expressly being made solely for the benefit of one or more specified series); or 
  

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 (3) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, to make any other provisions with respect to matters or questions arising under this Indenture or to make any change that does not materially adversely affect the rights of any Holder of the Securities;
or 
  
 (4) to add to this Indenture such
provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument was executed or any corresponding provision in any
similar federal statute hereafter enacted; or 
  
 (5) to establish any form of Security, as provided in Article Two, and to provide for the issuance of any series of Securities as provided in Article Three and to set forth the terms thereof, and/or to add to the rights of the Holders of
the Securities of any series; or 
  
 (6) to
evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities 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 Section 611; or 
  
 (7) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default
are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or 
  
 (8) to provide for the issuance of Securities in coupon as well as fully registered form. 
  
 No supplemental indenture for the purposes identified in Clauses (2), (3),
(5) or (7) above may be entered into if to do so would adversely affect the interest of the Holders of Securities of any series. 
  
 Section 902. Supplemental Indentures with Consent of Securityholders. With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of the
Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
  
 (1) change the Maturity of the principal of, or the Stated
Maturity of any premium on, or any installment of interest on, any Security, or reduce the principal amount thereof or the interest or any premium thereon, or change the method of computing the amount of principal thereof or interest thereon on any
date or change any 
  

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Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Maturity or the Stated Maturity, as the case may be, thereof (or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be); or

  
 (2) reduce the percentage in principal amount
of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences, provided for in this Indenture; 
  
 (3) modify any of the provisions of this Section or Section 513, 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; or 
  
 (4) subordinate in right of payment the Securities to any other Debt. 
  
 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 Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 Section 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not (except to the extent required in the case of a
supplemental indenture entered into under Section 901(4) or 901(6)) be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

  
 Section 904. Effect of Supplemental Indentures. Upon
the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound thereby to the extent provided therein. 
  
 Section 905. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements
of the TIA as then in effect. 
  

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 Section 906. Reference in Securities to Supplemental Indentures. Securities 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 so modified as to conform, in the opinion of the Trustee and the Board of Directors, 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. 
  
 Failure to
make the appropriate notation or issue a new Secured Note shall not affect the validity and effect of such amendment, supplement or waiver. 
  
 ARTICLE TEN 
  
 Covenants 
  
 Section 1001. Payment of Principal, Premium and Interest. With respect to each series of Securities, the Company will duly and punctually pay the principal of (and premium, if any) and interest on such Securities in accordance with
their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in, or made in the Indenture for the benefit of, the Securities of such series. 
  
 Section 1002. Maintenance of Office or Agency. The Company will
maintain an office or agency in each Place of Payment where Securities may be presented or surrendered for payment, where Securities may be surrendered for transfer or exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the principal Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its
agent to receive all such presentations, surrenders, notices and demands. 
  
 Section 1003. Money for Security Payments to be Held in Trust. If the Company shall at any time act as its own Paying Agent for any series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on, any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum 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 to act. 
  
 Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on, any Securities of such series, deposit with a Paying Agent a sum 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 (and premium, if any) 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. 
  

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 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 principal of (and premium, if any) or 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 such payment of principal (and 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 with respect to any series of Securities 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 in respect of each and every series of Securities as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be
held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with
respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (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. The Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company mail to the Holders of the Securities as to which the money to be repaid was held in trust, as their names and addresses
appear in the Security Register, a notice that such moneys remain unclaimed and that, after a date specified in the notice, which shall not be less than 30 days from the date on which the notice was first mailed to the Holders of the Securities as
to which the money to be repaid was held in trust, any unclaimed balance of such moneys then remaining will be paid to the Company free of the trust formerly impressed upon it. 
  
 The Company initially authorizes the Trustee to act as Paying Agent for the Securities on its behalf. The Company may at any
time and from time to time authorize one or more Persons to act as Paying Agent in addition to or in place of the Trustee with respect to any series of Securities issued under this Indenture. 
  

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 Section 1004. Statement as to Compliance. The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year, a written statement signed by the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that 
  
 (1) a review of the activities of the Company during such year and of the Company’s performance under
this Indenture and under the terms of the Securities has been made under his supervision; and 
  
 (2) to the best of his knowledge, based on such review, the Company has complied with all conditions and covenants under this Indenture
through such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof. 
  
 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. 
  
 Section 1006. Limitation on Liens. The Company will not, nor will it permit any Subsidiary to, create, assume, incur or suffer to exist (i) any Mortgage upon any stock or indebtedness of any Subsidiary which
owns or leases a Principal Property, whether owned on the date of this Indenture or hereafter acquired, to secure any Debt of the Company or any other Person (other than the Securities), and (ii) any Mortgage upon any Principal Property, whether
owned or leased on the date of this Indenture, or thereafter acquired, to secure any Debt of the Company or any other Person (other than the Securities) without in any such case making effective provision whereby all of the Securities Outstanding
shall be directly secured equally and ratably with such Debt for so long as such Debt shall be secured, excluding, however, from the operation of the foregoing provisions of this Section 1006 any Mortgage upon stock or indebtedness of any
Person existing at the time such Person becomes a Subsidiary, or existing upon stock or indebtedness of a Subsidiary at the time of acquisition of such stock or indebtedness, and any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any such Mortgage; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement;
and provided further, that such Mortgage shall be limited to all or such part of the stock or indebtedness which secured the Mortgage so extended, renewed or replaced. 
  
 Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer
to exist (i) any Permitted Mortgages and (ii) any Mortgage upon any Principal Property without equally and ratably securing the Securities if the aggregate amount of all Debt then outstanding secured by such Mortgage and all similar Mortgages does
not exceed 10% of the total consolidated stockholders’ equity (including preferred stock) of the Company as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of the Company; provided that Debt
secured by Permitted Mortgages shall not be included in the amount of such secured Debt. 
  

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 Section 1007. Limitation on Sale and Leaseback Transactions. The Company will not, nor will it
permit any Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or a Restricted Subsidiary as lessee of any Principal Property (except for temporary leases for a term, including renewals, of
not more than three years), which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (herein referred to as a “Sale-Leaseback Transaction”), unless (i) such
Sale-Leaseback Transaction occurs within 180 days from the date of acquisition of such Principal Property or the date of the completion of construction or commencement of full operations on such Principal Property, whichever is later, or (ii) the
Company, within 180 days after such Sale-Leaseback Transaction, applies or causes to be applied to the retirement of Funded Debt of the Company or any Subsidiary (other than Funded Debt of the Company which by its terms or the terms of the
instrument pursuant to which it was issued is subordinate in right of payment to the Securities) an amount not less than the net proceeds of the sale of such Principal Property. Notwithstanding the foregoing provisions, the Company may, and may
permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any Principal Property, provided that the net sale proceeds from such Sale-Leaseback Transaction, together with all Debt secured by Mortgages other than Permitted
Mortgages, does not exceed 10% of the total consolidated stockholders’ equity of the Company as shown on the audited consolidated balance sheet contained in the latest annual report to stockholders of the Company. 
  
 Section 1008. Limitation on Transfers of Principal Properties to
Unrestricted Subsidiaries. The Company will not, nor will it permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of any Principal Property to any Subsidiary which is not a Restricted Subsidiary other than for cash or other
consideration which, in the opinion of the Company’s Board of Directors, constitutes fair value for such Principal Property. 
  
 Section 1009. Waiver of Certain Covenants. The Company may omit in respect of any series of Securities, in any particular instance, to comply with
any covenant or condition set forth in Sections 1006 through 1008, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Securities at the time Outstanding of such series shall,
by Act of such Securityholders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect. 
  
 ARTICLE ELEVEN 
  
 Redemption of Securities 
  
 Section 1101. Applicability of Article. The Company may reserve the right to redeem and pay before Stated Maturity all or any part of the
Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security for such series established and approved pursuant to Section 202 and on such
terms as are specified in such form or in the Board Resolution or indenture supplemental hereto with respect to Securities of such series as provided in Section 301. Redemption of Securities of any series shall be made in accordance with the
terms of such Securities and, to the extent that this Article does not conflict with such terms, the succeeding Sections of this Article. 
  

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 Section 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any
Securities redeemable at the election of the Company shall be evidenced by, or made pursuant to authority granted by, a Board Resolution. In case of any redemption at the election of the Company of any 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.

  
 In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities, the
Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition. 
  
 Section 1103. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of like tenor and terms of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may include provision for the selection for redemption of portions of the principal of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of
that series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such
series, or an integral multiple thereof, and the principal amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series. If less than all the Securities of unlike tenor and terms of a
series are to be redeemed, the particular Securities to be redeemed shall be selected by the Company. 
  
 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. 
  
 For
all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal of such
Security which has been or is to be redeemed. 
  
 Section 1104.
Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each holder of Securities to be redeemed, at his address appearing
in the Security Register. 
  

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 All notices of redemption shall state: 
  
 (1) the Redemption Date; 
  
 (2) the Redemption Price; 
  
 (3) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the Securities to be redeemed, from the Holder to whom the notice is given; 
  
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that unless the Company
defaults in making such redemption payment, interest, if any, thereon shall cease to accrue from and after said date; 
  
 (5) the place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the
Company in the Place of Payment; and 
  
 (6) that
the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be 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. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the Redemption Price of 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 and from and after such date (unless the Company shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon
surrender of such Securities for redemption in accordance with the notice, such Securities shall be paid by the Company at the Redemption Price. Installments of interest the Stated Maturity of which is on or prior to the Redemption Date shall be
payable to the Holders of such Securities registered as such on the relevant Regular 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 shall, until
paid, bear interest from the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security. 
  

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 Section 1107. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall
be surrendered at the office or agency of the Company in the Place of Payment with respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or
Securities of the same series and Stated Maturity and of like tenor and terms, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the
Security so surrendered. 
  
 Section 1108. Provisions with
Respect to any Sinking Funds. Unless the form or terms of any series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company
may at its option (1) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the Company, or (2) receive credit for any Securities of such series (not previously so credited) acquired by the Company and
theretofore delivered to the Trustee for cancellation or redeemed by the Company other than through the mandatory sinking fund, and if it does so then (i) Securities so delivered or credited shall be credited at the applicable sinking fund
Redemption Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers’
Certificate specifying the portions of such sinking fund payment to be satisfied by payment of cash and by delivery or credit of Securities of such series acquired by the Company or so redeemed, and (B) such Securities so acquired, to the extent not
previously surrendered. Such Officers’ Certificate shall also state the basis for such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were not redeemed by the Company
through operation of the mandatory sinking fund, if any, provided with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities so delivered to
the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof. 
  
 If the sinking fund payment or payments (mandatory or optional) with respect to any series of Securities made in cash plus any unused balance of any
preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the terms of such series of Securities, that cash shall be
applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption of Securities of such series at the applicable sinking fund Redemption Price with respect
to Securities of such series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 1106. The Trustee shall select, in the manner provided in Section 1103, for redemption on such
sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series for the sinking fund to be given in the manner provided in
Section 1104 (and with the effect provided in Section 1106) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Securities of
such series shall be added to the next 

  

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cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance
with the provisions of this Section 1108. Any and all sinking fund moneys with respect to Securities of any series held by the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption of particular
Securities of such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity. 
  
 On or before each sinking fund Redemption Date provided with respect to
Securities of any series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section
1108. 
  
 ARTICLE TWELVE 
  
 Defeasance; Unclaimed Moneys 
  
 Section 1201. Applicability of Article. If, pursuant to Section
301, provision is made for the defeasance of Securities of a series and if the Securities of such series are denominated and payable only in Dollars (except as provided pursuant to Section 301), then the provisions of this Article Twelve
relating to defeasance of Securities shall be applicable except as otherwise specified pursuant to Section 301 for Securities of such series. Defeasance provisions, if any, for Securities denominated in a Foreign Currency may be specified
pursuant to Section 301. 
  
 Section 1202.
Defeasance. 
  
 (a) Subject to Section 1202(b),
Section 1203 and Section 1207, the Company at any time may terminate, with respect to Securities of a particular series, (i) all its obligations under the Securities of such series and this Indenture with respect to the Securities of
such series (“legal defeasance option”) or (ii) its obligations with respect to the Securities of such series under Section 1006, Section 1007, and Section 1008 (“covenant defeasance
option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 
  
 If the Company exercises its legal defeasance option, payment of the Securities of the defeased series may not be accelerated because of an Event of
Default. 
  
 Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. 
  
 (b) Notwithstanding the exercise of the legal defeasance option in clause (b) above, the Company’s obligations in Section 305, Section
306, Section 1002, Section 701, Section 607, Section 608, Section 1205, Section 1206 and Section 1207 shall survive until the Securities of the defeased series have been paid in full. Thereafter,
the Company’s obligations in Section 607, Section 1205 and Section 1206 shall survive. 
  

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 Section 1203. Conditions of Defeasance. The Company may exercise its legal defeasance option or
its covenant defeasance option with respect to Securities of a particular series only if: 
  
 (1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and
premium, if any, and interest on, the Securities of such series to maturity or redemption, as the case may be; 
  
 (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent public accountants expressing their
opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient
to pay the principal, premium, if any, and interest when due on all the Securities of such series to maturity or redemption, as the case may be; 
  
 (3) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 501(5) or (Section
501(6) with respect to the Company occurs which is continuing at the end of the period; 
  
 (4) no Default has occurred and is continuing on the date of such deposit and after giving effect thereto; 
  
 (5) the deposit does not constitute a default under any
other agreement binding on the Company; 
  
 (6)
the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
  
 (7) in the event of the legal defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and
will be subject to 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; 
  
 (8) in the event of the covenant defeasance option, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to 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; and 
  

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 (9) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities of such series as contemplated by this Article Twelve have been complied with. 
  
 Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities of
such series at a future date in accordance with Article Twelve. 
  
 Section 1204. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article Twelve. It shall apply the deposited money and the money from U.S. Government
Obligations through any paying agent and in accordance with this Indenture to the payment of principal of, and premium, if any, and interest on, the Securities of the defeased series. 
  
 Section 1205. Repayment to Company. The Trustee and any paying agent shall promptly turn over to the Company upon
request any excess money or securities held by them at any time. 
  
 Subject to any applicable abandoned property law, the Trustee and any paying agent shall pay to the Company upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years, and,
thereafter, Holders entitled to such money must look to the Company for payment as general creditors and all liability of the Trustee or such paying agent with respect to such money shall thereupon cease. 
  
 Section 1206. Indemnity for U.S. Government Obligations. The Company
shall pay and shall indemnify the Trustees and the Holders against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

  
 Section 1207. Reinstatement. If the Trustee or any
paying agent is unable to apply any money or U.S. Government Obligations in accordance with this Article Twelve by reason of any legal proceeding or by reason of any order or judgment of any court or government authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities of the defeased series shall be revived and reinstated as though no deposit had occurred pursuant to this Article Twelve until such time
as the Trustee or any paying agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article Twelve. 
  

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 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. 
  

	PLAINS EXPLORATION & PRODUCTION COMPANY
		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:

	
	                                       
                                        
   , as Trustee

		
	 By
	 	  


	 	 	 Name:

	 	 	 Title:











	 ___________ 
	 	)	  	 
	 	 	)	  	ss:
	 ___________ 
	 	)	  	 

  
 On the
             day of             ,          before me personally
came, to me known, who, being by me duly sworn, did depose and say that he resides at                     ; that he is
                     of Plains Exploration & Production Company, one of the parties described in and which executed the above instrument;
that he knows the corporate seal of said corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that he signed his name thereto by like
authority. 
  

	  


	 Name



  

	  


	 [Notarial Seal]










	 STATE OF NEW YORK
	 	)	  	 
	 	 	)	  	ss:
	 COUNTY OF NEW YORK
	 	)	  	 

  
 On the
             day of         ,              before me personally came
, to me known, who, being by me duly sworn, did depose and say that he resides at                     ; that he is of
                    , one of the parties described in and which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the board of directors of the corporation; and that he signed his name thereto by like authority. 
  

	  


	 Name



  

	  


	 [Notarial Seal]