exv4wc






Exhibit (4)(c)




 





PROCTER & GAMBLE INTERNATIONAL FUNDING SCA,

as Issuer




and




THE PROCTER & GAMBLE COMPANY,

as Guarantor




TO




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee




 






Indenture




Dated as of September 3, 2009




 






 





 









 





PROCTER & GAMBLE INTERNATIONAL FUNDING SCA

AND

THE PROCTER & GAMBLE COMPANY




Certain Sections of this Indenture relating to

Sections 310 through 318, inclusive, of the

Trust Indenture Act of 1939




	 	 	 
	Trust Indenture	 	 
	  Act Sections  	 	Indenture Sections
	§ 310(a)(1)

	 	609 
	         (a)(2)

	 	609 
	         (a)(3)

	 	Not Applicable
	         (a)(4)

	 	Not Applicable
	         (a)(5)

	 	609 
	         (b)

	 	608 
	 

	 	610 
	§ 311(a)

	 	613 
	         (b)

	 	613 
	§ 312(a)

	 	701 
	 

	 	702(a) 
	         (b)

	 	702(b) 
	         (c)

	 	702(c) 
	§ 313(a)

	 	703(a) 
	         (b)

	 	703(a) 
	         (c)

	 	703(a) 
	         (d)

	 	703(b) 
	§ 314(a)

	 	704 
	         (a)(4)

	 	101 
	 

	 	1007 
	         (b)

	 	Not Applicable
	         (c)(1)

	 	102 
	         (c)(2)

	 	102 
	         (c)(3)

	 	Not Applicable
	         (d)

	 	Not Applicable
	         (e)

	 	102 
	§ 315(a)

	 	601 
	         (b)

	 	602 
	         (c)

	 	601 
	         (d)

	 	601 
	         (e)

	 	514 
	§ 316(a)

	 	101 
	         (a)(1)(A)

	 	502 
	 

	 	512 
	         (a)(1)(B)

	 	513 
	         (a)(2)

	 	Not Applicable
	         (b)

	 	508 
	         (c)

	 	104(c) 
	§ 317(a)(1)

	 	503 
	         (a)(2)

	 	504 
	         (b)

	 	1003 
	§ 318(a)

	 	107 








 




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






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	PARTIES
	 	 	1	 
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE ONE

	 
	 	 	 	 
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	 
	 	 	 	 
	SECTION 101. Definitions
	 	 	1	 
	SECTION 102. Compliance Certificates and Opinions
	 	 	8	 
	SECTION 103. Form of Documents Delivered to Trustee
	 	 	8	 
	SECTION 104. Acts of Holders; Record Dates
	 	 	9	 
	SECTION 105. Notices, Etc., to Trustee and Company
	 	 	10	 
	SECTION 106. Notice of Holders; Waiver
	 	 	10	 
	SECTION 107. Conflict with Trust Indenture Act
	 	 	11	 
	SECTION 108. Effect of Headings and Table of Contents
	 	 	11	 
	SECTION 109. Successors and Assigns
	 	 	11	 
	SECTION 110. Separability Clause
	 	 	11	 
	SECTION 111. Benefits of Indenture
	 	 	11	 
	SECTION 112. Governing Law
	 	 	11	 
	SECTION 113. Legal Holidays
	 	 	11	 
	SECTION 114. USA Patriot Act
	 	 	12	 
	 
	 	 	 	 
	ARTICLE TWO

	 
	 	 	 	 
	SECURITY FORMS

	 
	 	 	 	 
	SECTION 201. Forms Generally
	 	 	12	 
	SECTION 202. Form of Face of Security
	 	 	12	 
	SECTION 203. Form of Reverse of Security
	 	 	15	 
	SECTION 204. Form of Legend for Book-Entry Securities
	 	 	18	 
	SECTION 205. Form of Trustee’s Certificate of Authentication
	 	 	18	 
	SECTION 206. Form of Guarantee
	 	 	19	 
	 
	 	 	 	 
	ARTICLE THREE

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	SECTION 301. Amount Unlimited; Issuable in Series
	 	 	20	 
	SECTION 302. Denominations
	 	 	22	 
	SECTION 303. Execution, Authentication, Delivery and Dating
	 	 	22	 
	SECTION 304. Temporary Securities
	 	 	23	 
	SECTION 305. Registration, Registration of Transfer and Exchange
	 	 	24	 
	SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
	 	 	25	 
	SECTION 307. Payment of Interest; Interest Rights Preserved
	 	 	26	 
	SECTION 308. Persons Deemed Owners
	 	 	27	 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 309. Cancellation
	 	 	27	 
	SECTION 310. Computation of Interest
	 	 	28	 
	SECTION 311. CUSIP and ISIN Numbers
	 	 	28	 
	 
	 	 	 	 
	ARTICLE FOUR

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	SECTION 401. Satisfaction and Discharge of Indenture
	 	 	28	 
	SECTION 402. Application of Trust Money
	 	 	29	 
	SECTION 403. Defeasance and Discharge of Securities of any Series
	 	 	30	 
	 
	 	 	 	 
	ARTICLE FIVE

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	SECTION 501. Events of Default
	 	 	31	 
	SECTION 502. Acceleration of Maturity; Rescission and Annulment
	 	 	33	 
	SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	34	 
	SECTION 504. Trustee May File Proofs of Claim
	 	 	34	 
	SECTION 505. Trustee May Enforce Claims Without Possession of Securities
	 	 	35	 
	SECTION 506. Application of Money Collected
	 	 	35	 
	SECTION 507. Limitation on Suits
	 	 	35	 
	SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	36	 
	SECTION 509. Restoration of Rights and Remedies
	 	 	36	 
	SECTION 510. Rights and Remedies Cumulative
	 	 	36	 
	SECTION 511. Delay or Omission Not Waiver
	 	 	37	 
	SECTION 512. Control by Holders
	 	 	37	 
	SECTION 513. Waiver of Past Defaults
	 	 	37	 
	SECTION 514. Undertaking for Costs
	 	 	37	 
	SECTION 515. Waiver of Stay or Extension Laws
	 	 	38	 
	 
	 	 	 	 
	ARTICLE SIX

	 
	 	 	 	 
	THE TRUSTEE

	 
	 	 	 	 
	SECTION 601. Certain Duties and Responsibilities
	 	 	38	 
	SECTION 602. Notice of Defaults
	 	 	38	 
	SECTION 603. Certain Rights of Trustee
	 	 	38	 
	SECTION 604. Not Responsible for Recitals or Issuance of Securities
	 	 	39	 
	SECTION 605. May Hold Securities
	 	 	39	 
	SECTION 606. Money Held in Trust
	 	 	40	 
	SECTION 607. Compensation and Reimbursement
	 	 	40	 
	SECTION 608. Disqualification; Conflicting Interests
	 	 	40	 
	SECTION 609. Corporate Trust Required; Eligibility
	 	 	40	 
	SECTION 610. Resignation and Removal; Appointment of Successor
	 	 	41	 
	SECTION 611. Acceptance of Appointment by Successor
	 	 	42	 
	SECTION 612. Merger, Conversion, Consolidation or Succession to Business
	 	 	43	 






 









 






	 	 	 	 	 
	 	 	Page
	SECTION 613. Preferential Collection of Claims Against Company and Guarantor
	 	 	43	 
	SECTION 614. Appointment of Authenticating Agent
	 	 	43	 
	 
	 	 	 	 
	ARTICLE SEVEN

	 
	 	 	 	 
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

	 
	 	 	 	 
	SECTION 701. Company to Furnish Trustee Names and Addresses of Holders
	 	 	45	 
	SECTION 702. Preservation of Information; Communications to Holders
	 	 	45	 
	SECTION 703. Reports by Trustee
	 	 	46	 
	SECTION 704. Reports by Company and the Guarantor
	 	 	46	 
	 
	 	 	 	 
	ARTICLE EIGHT

	 
	 	 	 	 
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

	 
	 	 	 	 
	SECTION 801. Company May Consolidate, Etc. Only on Certain Terms
	 	 	46	 
	SECTION 802. Successor Substituted
	 	 	47	 
	 
	 	 	 	 
	ARTICLE NINE

	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES

	 
	 	 	 	 
	SECTION 901. Supplemental Indentures Without Consent of Holders
	 	 	47	 
	SECTION 902. Supplemental Indentures with Consent of Holders
	 	 	48	 
	SECTION 903. Execution of Supplemental Indentures
	 	 	49	 
	SECTION 904. Effect of Supplemental Indentures
	 	 	49	 
	SECTION 905. Conformity with Trust Indenture Act
	 	 	50	 
	SECTION 906. References in Securities to Supplemental Indentures
	 	 	50	 
	 
	 	 	 	 
	ARTICLE TEN

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	SECTION 1001. Payment of Principal, Premium and Interest
	 	 	50	 
	SECTION 1002. Maintenance of Office or Agency
	 	 	50	 
	SECTION 1003. Money for Securities Payments to Be Held in Trust
	 	 	51	 
	SECTION 1004. Limitation on Liens
	 	 	52	 
	SECTION 1005. Limitation on Sales and Leasebacks
	 	 	53	 
	SECTION 1006. Defeasance of Certain Obligations
	 	 	53	 
	SECTION 1007. Statement by Officers as to Default
	 	 	55	 
	SECTION 1008. Waiver of Certain Covenants
	 	 	55	 
	SECTION 1009. Business Activities
	 	 	55	 






 









 






	 	 	 	 	 
	 	 	Page
	ARTICLE ELEVEN

	 
	 	 	 	 
	GUARANTEE

	 
	 	 	 	 
	SECTION 1101. Guarantee
	 	 	55	 
	SECTION 1102. Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	57	 
	SECTION 1103. Successor Substituted
	 	 	58	 
	SECTION 1104. No Waiver
	 	 	58	 
	SECTION 1105. Modification
	 	 	58	 
	SECTION 1106. Non-Impairment
	 	 	58	 
	SECTION 1107. Limitation on Guarantor Liability
	 	 	58	 
	 
	 	 	 	 
	ARTICLE TWELVE

	 
	 	 	 	 
	REDEMPTION OF SECURITIES

	 
	 	 	 	 
	SECTION 1201. Applicability of Article
	 	 	59	 
	SECTION 1202. Election to Redeem; Notice to Trustee
	 	 	59	 
	SECTION 1203. Selection by Trustee of Securities to Be Redeemed
	 	 	59	 
	SECTION 1204. Notice of Redemption
	 	 	60	 
	SECTION 1205. Deposit of Redemption Price
	 	 	60	 
	SECTION 1206. Securities Payable on Redemption Date
	 	 	61	 
	SECTION 1207. Securities Redeemed in Part
	 	 	61	 
	 
	 	 	 	 
	ARTICLE THIRTEEN

	 
	 	 	 	 
	SINKING FUNDS

	 
	 	 	 	 
	SECTION 1301. Applicability of Article
	 	 	61	 
	SECTION 1302. Satisfaction of Sinking Fund Payments with Securities
	 	 	62	 
	SECTION 1303. Redemption of Securities for Sinking Fund
	 	 	62	 
	 
	 	 	 	 
	ARTICLE FOURTEEN

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 1401. Submission to Jurisdiction; Appointment of Agent
	 	 	62	 






 









 





     INDENTURE, dated as of September 3, 2009, among PROCTER & GAMBLE INTERNATIONAL FUNDING SCA, a
société en commandite par actions duly organized and existing under the laws of the Grand Duchy of
Luxembourg (herein called the “Company”), having its registered office at 26, boulevard Royal,
L-2449 Luxembourg, registered with the Luxembourg trade and companies register under number
B114825, THE PROCTER & GAMBLE COMPANY, a corporation duly organized and existing under the laws of
the State of Ohio (herein called the “Guarantor”), having its principal office at One Procter &
Gamble Plaza, Cincinnati, Ohio 45202, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking
corporation, having its principal corporate office at 60 Wall Street, MSNYC60-2710, New York, New
York 10005, as Trustee (herein called the “Trustee”).



RECITALS




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



     The Guarantor has duly authorized the execution and delivery of this Indenture to provide for
the Guarantee (as defined herein) of the Securities to be issued by the Company in one or more
series as in this Indenture provided.



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




SECTION 101. Definitions.




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




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




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




     (3) the phrase “in writing” as used herein shall be deemed to include .pdf attachments
and other electronic means of transmission, unless otherwise indicated;



1









 






     (4) 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 at the date of such computation; and




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



     Certain terms used principally in Article Six, are defined in that Article.



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



     “Attributable Debt” means, as to any particular lease under which any Person is at the time
liable, at any date as of which the amount thereof is to be determined, the lesser of (i) the fair
market value of the Principal Domestic Manufacturing Property sold and leased back at the time of
entering into a sale and leaseback transaction as defined in Section 1005 (as set forth in an
Officers’ Certificate), and (ii) the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof, discounted from the respective due dates
thereof to such date at the rate of 10% per annum compounded annually. The net amount of rent
required to be paid under any such lease for any such period shall be the amount of the rent
payable by the lessee with respect to such period, after excluding amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges.
In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net
amount shall also include the amount of such penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be so terminated.



     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to
act on behalf of the Trustee to authenticate Securities of one or more series.



     “Board of Directors” means either the board of managers of the sole general partner of the
Company or the board of directors of the Guarantor, as the case may be, or any duly authorized
committee of such board.



     “Board Resolution” means a copy of a resolution certified by a Manager of the general partner
of the Company or by the Secretary or an Assistant Secretary of the Guarantor, as the case may be,
to have been duly adopted by the Board of Directors of the Company or the Guarantor, as the case
may be, and to be in full force and effect on the date of such certification, and delivered to the
Trustee. References to any matter in this Indenture being established in, by



2









 







or pursuant to a Board Resolution shall include actions taken pursuant to authority granted by
one or more Board Resolutions.



     “Book-Entry Security” means a Security bearing the legend specified in Section 204 evidencing
all or part of a series of Securities, authenticated and delivered to the Depository for such
series or its nominee, and registered in the name of such Depository or nominee.



     “Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of
Payment are authorized or obligated by law or executive order to close, or as such term is
otherwise specified with respect to a series of Securities.



     “Commission” means the United States Securities and Exchange Commission, as from time to time
constituted, created under the United States Securities Exchange Act of 1934, as amended (the
“Exchange Act”), 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 at such time.



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



     “Company Request” or “Company Order” means a written request or order signed in the name of
the Company by any Manager of the general partner of the Company, and delivered to the Trustee.



     “Consolidated Net Tangible Assets” means total assets of the Guarantor, less net goodwill and
other intangible assets, less total current liabilities (as set forth on the most recent balance
sheet of the Guarantor and calculated based on positions as reported in the consolidated financial
statements of the Guarantor in accordance with generally accepted accounting principles).



     “Corporate Trust Office” means the office of the Trustee in the city of New York, New York, at
which at any particular time its corporate trust business shall be administered, which as of the
date of this Indenture is-the address of the Trustee set forth in Section 105.



     “corporation” means a corporation, association, company, joint-stock company or business
trust.



     “Debt” has the meaning specified in Section 1004.



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



     “Depository” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Book-Entry Securities, the Person designated as Depository by
the Company pursuant to Section 301 which must be a clearing agency registered under the Exchange
Act, and if at any time there is more than one such Person, “Depository” shall mean the Depository
with respect to the Securities of that series.



3









 





     “Domestic Subsidiary” means a Subsidiary of the Guarantor except (i) the Company and (ii) a
Subsidiary (a) which neither transacts any substantial portion of its business nor regularly
maintains any substantial portion of its fixed assets within the States of the United States, or
(b) which is engaged primarily in financing the operations of the Guarantor or its Subsidiaries, or
both, outside the States of the United States.



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



     “Funded Debt” means all indebtedness for money borrowed having a maturity of more than 12
months from its date of creation.



     “Guarantee” means the guarantee of the Company’s obligations under the Securities of any
applicable series by the Guarantor under this Indenture.



     “Guaranteed Obligations” has the meaning specified in Section 1101(a).



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



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



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument, and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301.



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



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



     “Judgment Currency” has the meaning specified in Section 1401(e).



     “Law” has the meaning specified in Section 112.



     “Manager” means a manager of the general partner of the Company.



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



     “Mortgage” or “Mortgages” has the meaning specified in Section 1004.



4









 





     “Officers’ Certificate” means a certificate signed by (i) any Manager of the general partner
of the Company or (ii) the Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer, a Vice Chairman, a President or a Vice President, or an officer certified
by an Assistant Secretary as having a similar level of authority, and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Guarantor, as the case may be,
and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant
to Section 1007 shall be the principal executive, financial or accounting officer of the Guarantor.



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



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



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




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




     (iii) Securities for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the Company or the
Guarantor) in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Securities in accordance with
Section 401; 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;




     (iv) Securities for whose payment or redemption money or U.S. Government Obligations in
the necessary amount has been theretofore deposited with the Trustee (or another trustee
satisfying the requirements of Section 609) in trust for the Holders of such Securities in
accordance with Section 403; and




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


provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, (i) the principal amount of an Original Issue Discount Security that shall be
deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable
as of the date of such determination upon acceleration of the Maturity thereof pursuant to Section
502, (ii) the principal amount of a Security denominated in one or more foreign currencies or
currency units shall be the U.S. dollar equivalent, determined in the manner


5









 






provided as contemplated by Section 301 on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount determined as provided
in (i) above) of such Security, and (iii) Securities owned by the Company, the Guarantor or any
other obligor upon the Securities or any Affiliate of the Company, the Guarantor or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company, the Guarantor or any
other obligor upon the Securities or any Affiliate of the Company, the Guarantor or of such other
obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.



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



     “Place of Payment”, when used with respect to the Securities of any series, means the place or
places where the principal of and any premium and interest on the Securities of that series are
payable as specified as contemplated by Section 301.



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



     “Principal Domestic Manufacturing Property” means any building, structure or other facility,
together with the land upon which it is erected and fixtures comprising a part thereof, used
primarily for manufacturing or processing and located in the United States, owned or leased by the
Guarantor or any Subsidiary of the Guarantor, the gross book value (without deduction of any
depreciation reserves) of which on the date as of which the determination is being made exceeds
1.0% of Consolidated Net Tangible Assets, other than any such building, structure or other facility
or portion thereof (i) which is financed by obligations the interest on which is exempt from U.S.
federal income tax pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (or any
predecessor or successor provision thereof), or (ii) which, in the opinion of the Board of
Directors of the Guarantor, is not of material importance to the total business conducted by the
Guarantor and its Subsidiaries as an entirety.



     “rate of exchange” has the meaning specified in Section 1401(e).



     “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.



6









 





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



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



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



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



     “Special Record Date” for the payment of any Defaulted Interest 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” means a corporation more than 50% of the outstanding voting stock of which is
owned, directly or indirectly, by the Guarantor or by one or more other Subsidiaries, or by the
Guarantor and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means stock which ordinarily has voting power for the election of directors, whether at all times
or only so long as no senior class of stock has such voting power by reason of any contingency.



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



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



     “U.S. Government Obligations” means securities which are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations
of 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, and shall also include a depository receipt issued
by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that (except as



7









 







required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on or principal of
the U.S. Government Obligation evidenced by such depository receipt.



     “Vice President”, when used with respect to the Guarantor 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”.



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 such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall
be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or
an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the
Trust Indenture Act and any other requirements set forth in this Indenture.



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture shall include




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




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




     (3) 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 certify or give an opinion with respect to some matters and one or more
other such Persons as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.



     Any certificate or opinion of a Manager of the general partner of the Company or of an officer
of the Guarantor, as the case may be, may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such Manager or officer knows, or
in the exercise of reasonable care should know, that the certificate or opinion or



8









 







representations with respect to the matters upon which his or her 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, a Manager or
Managers of the general partner of the Company or of an officer or officers of the Guarantor, as
the case may be, stating that the information with respect to such factual matters is in the
possession of the Company or the Guarantor, as the case may be, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.



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



SECTION 104. Acts of Holders; Record Dates.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by 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 or the Guarantor. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Holders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee, the Company and the Guarantor, 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 of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.



     (c) The Company may, in the circumstances permitted by the Trust Indenture Act, fix any day as
the record date for the purpose of determining the Holders of Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first solicitation of a Holder
of Securities of such series made by any Person in respect of any such action, or, in the case of
any such vote, prior to such vote, the record date for any such action or vote shall be the 30th
day (or, if later, the date of the most recent list of Holders required to be provided pursuant to
Section 701) prior to such first solicitation or vote, as the case may be. With regard to any
record date for action to be taken by the Holders of one or more series of Securities, only the



9









 







Holders of Securities of such series on such date (or their duly designated proxies) shall be
entitled to give or take, or vote on, the relevant action.



     (d) The ownership of Securities shall be proved by the Security Register.



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



SECTION 105. Notices, Etc., to Trustee and Company.




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




     (1) the Trustee by any Holder or by the Company or the Guarantor 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, Deutsche Bank Trust Company Americas, 60 Wall Street,
MSNYC60-2710, New York, New York 10005, Attention: Trust & Securities Services, or




     (2) the Company or the Guarantor, as the case may be, by the Trustee or by any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to the Company or the Guarantor, as
the case may be, addressed to it at the address of its office specified in the first
paragraph of this instrument or at any other address previously furnished in writing to the
Trustee by the Company or the Guarantor, as the case may be.



SECTION 106. Notice of Holders; Waiver.




     Where this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date (if any), and not earlier than the earliest
date (if any), prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders.
Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon
such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be



10









 







made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder.



SECTION 107. Conflict with Trust Indenture Act.




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



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 and the Guarantor shall bind
their respective successors and assigns, whether so expressed or not.



SECTION 110. Separability Clause.




     In case any provision in this Indenture or in the Securities or in any Guarantee 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 the Securities or any Guarantee, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder and the Holders,
any benefit or any legal or equitable right, remedy or claim under this Indenture.



SECTION 112. Governing Law.




     This Indenture, the Securities and any Guarantee shall be governed by and construed in
accordance with the laws of the State of New York. The Company expressly decides to derogate from
the provisions of articles 86 to 94-8 of the law of August 10, 1915 on commercial companies as
amended (the “Law”) in accordance with the provision of article 95 of the Law.



SECTION 113. Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities (other than a provision of the Securities of any
series which specifically states otherwise)) payment of interest or principal (and premium, if any)
need not be made at such Place of Payment on such date, but may be made on the next



11









 








succeeding Business Day at such Place of Payment with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest
shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.



SECTION 114. USA Patriot Act.




     The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the
Trustee, like all financial institutions, is required to obtain, verify, and record information
that identifies each person or legal entity that establishes a relationship or opens an account.
Each of the Company and the Guarantor agrees that it will provide the Trustee with such information
that is in its possession, or is obtainable by the Company or the Guarantor, as the case may be,
without unreasonable burden or expense, as the Trustee may reasonably request, no more frequently
than on an annual basis, in order for the Trustee to satisfy the requirements of the USA Patriot
Act.



ARTICLE TWO

SECURITY FORMS




SECTION 201. Forms Generally.




     The Securities of each series shall be substantially the form set forth in this Article, or in
such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities, as evidenced by
their execution of the Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be
certified by a Manager of the general partner of the Company and delivered to the Trustee at or
prior to the delivery of the Company Order contemplated by Section 303 for the authentication and
delivery of such Securities.



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



SECTION 202. Form of Face of Security.




     [if the Security is an Original Issue Discount Security, insert—THIS NOTE WAS ISSUED WITH
ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED. [THE ISSUE PRICE OF THIS NOTE WAS ___% OF ITS PRINCIPAL
AMOUNT; THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
$___ PER NOTE WITH A PRINCIPAL AMOUNT OF
$___; THE ISSUE DATE IS ___20___; AND THE YIELD TO MATURITY IS ___%.] [THE ISSUE PRICE, ISSUE
DATE, TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT AND YIELD TO MATURITY OF THIS NOTE MAY BE



12









 




OBTAINED BY CONTACTING THE COMPANY AT [26, BOULEVARD ROYAL, L-2449 LUXEMBOURG].]




     [if the Security is an Original Issue Discount Security that is subject to the rules of
Treasury regulations section 1.1275-4(b)] [THE ISSUE PRICE OF THIS NOTE WAS ___% OF ITS PRINCIPAL
AMOUNT AT ISSUANCE; THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
$___ PER NOTE WITH A PRINCIPAL
AMOUNT OF $___ AT ISSUANCE, DETERMINED WITHOUT TAKING INTO ACCOUNT ANY ADJUSTMENTS PURSUANT TO
TREASURY REGULATION SECTION 1.1275-4(b); THE ISSUE DATE IS ___20___; THE COMPARABLE YIELD IS ___%;
AND THE PROJECTED PAYMENT SCHEDULE IS ATTACHED HERETO AS EXHIBIT ___.] [THE ISSUE PRICE, ISSUE
DATE, TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE WITH
RESPECT TO THIS NOTE MAY BE OBTAINED BY CONTACTING THE COMPANY AT [26, BOULEVARD ROYAL, L-2449
LUXEMBOURG].]



PROCTER & GAMBLE INTERNATIONAL FUNDING SCA

fully and unconditionally guaranteed by

THE PROCTER & GAMBLE COMPANY

 






	 	 	 
	 

	 	CUSIP: [     ]
	 
	 	 
	No.                     

	 	$                     






     Procter & Gamble International Funding SCA, a société en commandite par actions duly organized
and existing under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred to), having its
registered office at 26, boulevard Royal, L-2449 Luxembourg, registered with the Luxembourg trade
and companies register under number B114825, for value received, hereby promises to pay to                     
or registered assigns, the principal sum of                                                              [Dollars] on           
                               [if the
Security is to bear Interest prior to Maturity, Interest—,
and to pay interest thereon from                     
or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on                      and                      in each year, commencing                     , at the rate of       % per
annum, until the principal hereof is paid or made available for payment [if applicable, insert—,
and (to the extent that the payment of such interest shall be legally enforceable) at the rate of
     % per annum on any overdue principal and premium and on any overdue installment of interest].
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest, which shall be the                      or                      (in each case, whether or not a Business
Day), immediately preceding the related Interest Payment Date; provided, however,



13









 







that interest payable on any Maturity date shall be payable to the Person to whom the
principal of the Securities shall be payable. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person on whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].



     [If the Security is not to bear interest prior to the Maturity, insert—The principal of this
Security shall not bear interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the rate of      % per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such default in payment
to the date payment of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of      % per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for, and such interest
shall also be payable on demand.]



     Payment of the principal of (and premium, if any) and [if applicable, insert—any such]
interest on this Security will be made at the office or agency of the Company maintained for that
purpose in                     , in [such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts] [if applicable, insert—; provided,
however, that at the option of the Company payment of interest may be made by: check mailed to the
address of the Person entitled thereto in whose name this Security (or one or more Predecessor
Securities) are registered at the close of business on the Regular Record Date at such address as
shall appear in the Security Register or by wire transfer of immediately available funds to an
account specified in writing by such Holder to the Company and the Trustee prior to the relevant
record date].



     This Security is fully and unconditionally guaranteed by The Procter & Gamble Company, a
corporation duly organized and existing under the laws of the State of Ohio (the “Guarantor”).



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



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



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



14









 






Dated:




	 	 	 	 	 	 	 
	 	 	PROCTER & GAMBLE INTERNATIONAL FUNDING SCA	 	 
	 
	 	 	 	 	 	 
	 	 	By: its general partner Procter & Gamble
International Finance Funding General Management
Sàrl	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






SECTION 203. Form of Reverse of Security.




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
September 3, 2009 (herein called the “Indenture”), among the Company, the Guarantor and Deutsche
Bank Trust Company Americas, as Trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof[, limited in aggregate
principal amount to [$]                    ].



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



	 	 	 	 	 	 	 
	 	 	Redemption	 	 	 	Redemption
	Year	 	   Price   	 	Year	 	   Price   
	 	 	 	 	 	 	 




and thereafter at a Redemption Price equal to      % of the principal amount, together in the case of
any such redemption [if applicable, insert—(whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated




15









 







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




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



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




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




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



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



     [If the Security is subject to redemption, insert—In the event of redemption of this Security
in part only, a new Security or Securities of this series and of like tenor for the



16









 







unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.]



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



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



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



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



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registerable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



17









 





     The Securities of this series are issuable only in registered form without coupons in
denominations of [$]           and any integral multiple of [$]           in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.



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



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



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



SECTION 204. Form of Legend for Book-Entry Securities.




     Any Book-Entry Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:




     “This Security is a Book-Entry Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a nominee
of a Depository or a successor depository. This Security is not exchangeable for
Securities registered in the name of a Person other than the Depository or its
nominee except in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository) may be registered except in the
limited circumstances described in the Indenture.”



SECTION 205. Form of Trustee’s Certificate of Authentication.




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



18









 





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



	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY 
      AMERICAS	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	                    As Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






SECTION 206. Form of Guarantee




     The Guarantee of any applicable series of Securities shall be in substantially the following
form:



     For value received, the undersigned (the “Guarantor”), to the extent set forth in and subject
to the terms of the Indenture, dated as of September 3, 2009 (the “Indenture”), among Procter &
Gamble International Funding SCA, a société en commondite par actions duly organized under the laws
of the Grand Duchy of Luxembourg (the “Company”), the Guarantor and Deutsche Bank Trust Company
Americas, as trustee (the “Trustee”), irrevocably and unconditionally guarantees to each Holder and
to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether
at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company
under this Indenture (including obligations to the Trustee) and the Securities, whether for payment
of principal of or interest on or premium, if any, on the Securities and all other monetary
obligations of the Company under this Indenture and the Securities and (2) the full and punctual
performance within applicable grace periods of all other obligations of the Company whether for
fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the “Guaranteed Obligations”).



     The obligations of the Guarantor to the Holders and to the Trustee pursuant to this Guarantee
and the Indenture are expressly set forth in Article Eleven of the Indenture, and reference is
hereby made to the Indenture for the precise terms and limitations of this Guarantee. Each Holder
of the Securities to which this Guarantee is endorsed, by accepting such Securities, agrees to and
shall be bound by such provisions.



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



     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be signed by a duly authorized
officer.



	 	 	 	 	 	 	 
	 	 	THE PROCTER & GAMBLE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 






19









 





ARTICLE THREE

THE SECURITIES




SECTION 301. Amount Unlimited; Issuable in Series.




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



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided,
in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to
the issuance of Securities of any series,




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




     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1207 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);




     (3) the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest;




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




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




     (6) the place or places where the principal of and any premium and interest on
Securities of the series shall be payable;




     (7) the period or periods within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the
option of the Company;




     (8) the obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of a



20









 







Holder thereof and the period or periods within which, the price or prices at which and
the terms and conditions upon which Securities of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;




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




     (10) the application, if any, of Section 403 to the Securities of the series;




     (11) the application, if any, of Section 1006 to the Securities of the series;




     (12) the currency, currencies or currency units in which payment of the principal of
and any premium and interest on any Securities of the series shall be payable if other than
the currency of the United States of America and the manner of determining the equivalent
thereof in the currency of the United States of America for purposes of the definition of
“Outstanding” in Section 101;




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




     (14) whether the Securities of the series shall be issued in whole or in part in the
form of one or more Book-Entry Securities and, in such case, the Depository with respect to
such Book-Entry Security or Securities and the circumstances under which any such Book-Entry
Security may be registered for transfer or exchange, or authenticated and delivered, in the
name of a Person other than such Depository or its nominee, if other than as set forth in
Section 305;




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




     (16) if other than the entire principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 502;




     (17) any deletions, modifications of or additions to the Events of Default or the
covenants of the Company or the Guarantor set forth herein, and any definitions related
thereto, with respect to Securities of the series;




     (18) if the Securities of the series are to be listed on any securities exchange, the
securities exchange upon which such Securities shall be listed;



21









 






     (19) whether the Securities of the series will be guaranteed by any Person and, if so,
the identity of such Person, the terms and conditions upon which such Securities shall be
guaranteed;




     (20) the obligation, if any, of the Company or the Guarantor to pay additional amounts
in respect of any tax, assessment or governmental charge and, if so, whether the Company
will have the option to redeem such Securities rather than paying such additional interest
(and the terms of any such option); and




     (21) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 901(5)).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto.



SECTION 302. Denominations.




     The Securities of each series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.



SECTION 303. Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by one of the Managers of the
general partner of the Company. The signature of such Manager on the Securities may be manual,
facsimile, in the form of a .pdf attachment or by other means of electronic transmission.



     Securities bearing the signature of an individual who was, at the time of executing such
Securities, the proper Manager of the general partner of the Company, shall bind the Company,
notwithstanding that such individual has ceased to be a Manager of the general partner of the
Company prior to the authentication and delivery of such Securities.



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver
such Securities. If the form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,



22









 





     (a) if the form of such Securities has been established by or pursuant to Board Resolutions as
permitted by Section 201, that such form has been established in conformity with the provisions of
this Indenture;



     (b) if the terms of such Securities have been established by or pursuant to Board Resolutions
as permitted by Section 301, that such terms have been established in conformity with the
provisions of this Indenture;



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



     (d) all conditions precedent provided for in this Indenture relating to the authentication and
delivery of the Securities by the Trustee have been complied with.



     If such form or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this Indenture will
adversely affect the Trustee’s own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.



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



     Each Security shall be dated the date of its authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for
all purposes of this Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this Indenture.



SECTION 304. Temporary Securities.




     Pending the preparation of definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which



23









 







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



SECTION 305. Registration, Registration of Transfer and Exchange.




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



     Upon surrender for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Securities of the same series, of any authorized denominations and of a like aggregate principal
amount and tenor.



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



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



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written



24









 







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.



     No service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1207 not involving any transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 1203 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange of any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.



     Notwithstanding the foregoing, no Book-Entry Security shall be registered for transfer or
exchange, or authenticated and delivered, whether pursuant to this Section, Sections 304, 306, 906
or 1207 or otherwise, in the name of a Person other than the Depository for such Book-Entry
Security or its nominee until (i) the Depository with respect to a Book-Entry Security notifies the
Company that it is unwilling or unable to continue as Depository for such Book-Entry Security or
the Depository ceases to be a clearing agency registered under the Exchange Act, (ii) the Company
executes and delivers to the Trustee a Company Order that such Book-Entry Security shall be so
transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Upon the occurrence in respect of any
Book-Entry Security of any series of any one or more of the conditions specified in clauses (i),
(ii) or (iii) of the preceding sentence or such other conditions as may be specified as
contemplated by Section 301 for such series, such Book-Entry Security may be registered for
transfer or exchange for Securities registered in the name of, or authenticated and delivered to,
such Persons as the Depository with respect to such series shall direct.



     Except as provided in the preceding paragraph, any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, any Book-Entry Security, whether
pursuant to this Section, Section 304, 306, 906 or 1207 or otherwise, shall also be a Book-Entry
Security and bear the legend specified in Section 204.



SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.




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



     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company, the Guarantor or the Trustee that such Security has been



25









 







acquired by a bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of
the same series and of like tenor and principal amount and bearing a number not contemporaneously
outstanding.



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



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



     Every new Security of any series issued pursuant to this Section in lieu of any destroyed,
loss 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 that series duly issued hereunder.



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



SECTION 307. Payment of Interest; Interest Rights Preserved.




     Except as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the Regular Record date for
such interest.



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




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such Series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be made in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security of such series and the date of the proposed payment, and at the same time the
Company shall deposit with the trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the



26









 







Persons entitled to such Defaulted Interest as in this Clause provide. Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefore to be mailed,
First-class postage prepaid, to each holder of Securities of such series at his address as
it appears in the Security Register, not less than 10 days prior such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date
therefore having been so mailed such Defaulted Interest shall be paid to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).




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



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



SECTION 308. Persons Deemed Owners.




     Prior to due presentment of a Security for registration of transfer, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the
Trustee shall be affected by notice to the contrary.



SECTION 309. Cancellation.




     All Securities surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company and the
Guarantor may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the
Trustee) for cancellation any Securities previously authenticated hereunder which the Company has
not issued and sold, and all Securities so delivered shall be promptly cancelled by



27









 







the Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.



SECTION 310. Computation of Interest.




     Except as otherwise specified as contemplated by Section 301 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.



SECTION 311. CUSIP and ISIN Numbers.




     The Company in issuing any series of the Securities may use “CUSIP” and “ISIN” numbers, in
each case if then generally in use, and thereafter with respect to such series, the Trustee for the
Securities of such series may use such numbers in any notice of redemption or exchange with respect
to such series, provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities of that series or as contained in
any notice of a redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Securities of that series, and any such redemption or
exchange shall not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.



ARTICLE FOUR

SATISFACTION AND DISCHARGE




SECTION 401. Satisfaction and Discharge of Indenture.




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




     (1) either




     (A) all Securities of such series (and any related Guarantee) 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
or the Guarantor and thereafter repaid to the Company or the Guarantor or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or



28









 






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




     (i) have become due and payable or




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




     (iii) 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 or the Guarantor, in the case of (i), (ii) or (iii) above, has deposited or cause
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 (and any related Guarantee) not
theretofore delivered to the Trustee for cancellation, for principal and any premium and Interest
to the date of such deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;





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




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



     Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 607, the obligations of the
Trustee to any Authenticating Agent under Section 614 and, if money or U.S. Government Obligations
shall have been deposited with the Trustee in accordance with Section 403 or 1006, the obligations
of the Company to the Trustee under Section 402(b), and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.



SECTION 402. Application of Trust Money.




     (a) Subject to the provisions of the last paragraph of Section 1003, all money deposited with
the Trustee pursuant to Section 401, all money and U.S. Government Obligations deposited with the
Trustee pursuant to Section 403 or 1006 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 403 or 1006, shall be held in
trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and Interest for whose payment such money has been deposited with or received by
the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by
Section 403 or 1006.



29









 





     (b) The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against U.S. Government Obligations deposited pursuant to Section 403 or
1006 or the interest and principal received in respect of such obligations other than any payable
by or on behalf of Holders.



     (c) The Trustee shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 403 or 1006 which, in the
opinion of a nationally recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, as then in excess of the amount thereof
which then would have been required to be deposited for the purpose for which such money or U.S.
Government Obligations were deposited or received.



SECTION 403. Defeasance and Discharge of Securities of any Series.




     If this Section 403 is specified, as contemplated by Section 301, to be applicable to
Securities of any series, then notwithstanding Section 401, the Company, the Guarantor and any
other obligor shall be deemed to have paid and discharged the entire indebtedness on all the
Outstanding Securities of that series (and any related Guarantee), the provisions of this Indenture
as it relates to such Outstanding Securities (and any related Guarantee) (except as to the rights
of Holders of Securities to receive, from the trust funds described in subparagraph (1) below,
payment of the principal of (and premium, if any) and any installment of principal of (and premium,
if any) or interest on such Securities on the Stated Maturity of such principal or installment of
principal or interest or any mandatory sinking fund payments or analogous payments applicable to
the Securities of that series on the day on which such payments are due and payable in accordance
with the terms of the Indenture and of such Securities, the Company’s obligations with respect to
such Securities under Section 305, 306, 1002 and 1003 and the rights, powers, trusts, duties and
immunities of the Trustee hereunder) shall no longer be in effect, and the Trustee, at the expense
of the Company, shall, upon Company Request, execute proper instruments acknowledging the same,
provided that the following conditions have been satisfied:




     (1) the Company or the Guarantor has deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609), irrevocably
(irrespective of whether the conditions in subparagraphs (2), (3), (4), (5) and (6) below
have been satisfied, but subject to the provisions of Section 402(c) and the last paragraph
of Section 1003), as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Securities of that series, with
reference to this Section 403, (A) money in an amount, or (B) U.S. Government Obligations
which through the payment of interest and principal in respect thereof in accordance with
their terms will provide not later than the opening of business on the due date of any
payment referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or
(C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal of (and premium, if any)
and each installment of principal (and premium, if any) and interest on such Outstanding
Securities on the Stated Maturity of such principal or installment of principal or interest
and (ii) any mandatory sinking fund payments or analogous payments



30









 







applicable to Securities of such series on the day on which such payments are due and
payable in accordance with the terms of this Indenture and of such Securities;




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




     (3) no Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of that series shall
have occurred and be continuing on the date of such deposit and no Event of Default under
Section 501(5) or Section 501(6) or event which with the giving of notice or lapse of time
or both, would become an Event of Default under Section 501(5) or Section 501(6) shall have
occurred and be continuing on the 91st day after such date;




     (4) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
the Company has received from, or there has been published by, the Internal Revenue Service
a ruling to the effect that Holders and beneficial owners of the Securities of that series
will not recognize income, gain or loss for U.S. federal income tax purposes as a result of
such deposit, defeasance and discharge and will be subject to U.S. federal income tax on the
same amount and in the same manner and at the same times, as would have been the case if
such deposit, defeasance and discharge had not occurred; and




     (5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for relating to the defeasance
and discharge of the entire indebtedness on all Outstanding Securities of any such series as
contemplated by this Section have been complied with.



ARTICLE FIVE

REMEDIES




SECTION 501. Events of Default.




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




     (1) default in the payment of any interest 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 deposit of any sinking fund payment, when and as due by the terms of
a Security of that series; or



31









 






     (4) default in the performance, or breach, of any covenant or warranty of the Company
or the Guarantor in this Indenture which affects or is applicable to the Securities of that
series (other than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has expressly been included in
this Indenture solely for the benefit of series of Securities other than that series), 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 or the Guarantor, as the case may be, by the
Trustee or to the Company or the Guarantor, as the case may be, and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or




     (5) the entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company or the Guarantor in an involuntary case or proceeding
under any applicable Federal or State or foreign bankruptcy, insolvency, reorganization or
other similar law or (B) a decree or order adjudging the Company or the Guarantor a bankrupt
or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company or the Guarantor under any
applicable Federal or State or foreign law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or the Guarantor or
of any substantial part of either of its property, or ordering the winding up or liquidation
of either of its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60 consecutive days; or




     (6) the commencement by the Company or the Guarantor of a voluntary case or proceeding
under any applicable Federal or State or foreign bankruptcy, insolvency, reorganization or
other similar law or of any other case or preceding to be adjudicated a bankrupt or
insolvent, or the consent by either the Company or the Guarantor to the entry of a decree or
order for relief in respect of the Company or the Guarantor in an involuntary case or
proceeding under any applicable Federal or State or foreign bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against either the Company or the Guarantor, or the filing by either the
Company or the Guarantor of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State or foreign law, or the consent by either the Company
or the Guarantor to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or the Guarantor or of any substantial part of either of its
property, or the making by either the Company or the Guarantor of an assignment for the
benefit of creditors, or the admission by either the Company or the Guarantor in writing of
its inability to pay its debts generally as they become due, or the taking of corporate
action by the Company or the Guarantor in furtherance of any such action; or




     (7) any Guarantee of Securities of that series is determined to be unenforceable or
invalid or shall for any reason cease to be in full force and effect except



32









 







as permitted by this Indenture, or the Guarantor repudiates its obligations under such
Guarantee; or




     (8) any other Event of Default provided with respect to Securities of that series.



SECTION 502. Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified in the terms thereof) of all of the
Securities of that series to be due and payable immediately, by a notice in writing to the Company
(and to the Trustee if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.



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




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




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




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




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




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




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




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



33









 





SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company and the Guarantor covenant that if




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




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


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




     If the Company or the Guarantor 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, may prosecute such proceeding to judgment or
final decree and may enforce the same against the Company, the Guarantor or any other obligor upon
such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company, the Guarantor or any other obligor upon such Securities,
wherever situated.



     If an Event of Default with respect to Securities of any series occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in the 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 any judicial proceeding relative to the Company or the Guarantor (or any other
obligor upon the Securities), their property or their creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any
such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys
or other property payable or deliverable on any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.



34









 





     No provision of this Indenture shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



SECTION 505. Trustee May Enforce Claims Without Possession of Securities.




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



SECTION 506. Application of Money Collected.




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



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



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



     THIRD: To the Company.



SECTION 507. Limitation on Suits.




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




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




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




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



35









 






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




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


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




SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) any interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.



SECTION 509. Restoration of Rights and Remedies.




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



SECTION 510. Rights and Remedies Cumulative.




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



36









 





SECTION 511. Delay or Omission Not Waiver.




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



SECTION 512. Control by Holders.




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




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




     (1) in the payment of the principal of or any premium or interest on any Security 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 affected.



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



SECTION 514. Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act.



37









 





SECTION 515. Waiver of Stay or Extension Laws.




     The Company and the Guarantor each covenant (to the extent that they may lawfully do so) that
they 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, the Securities or
any Guarantee; and the Company and the Guarantor (to the extent that they may lawfully do so)
hereby expressly waive all benefit or advantage of any such law and covenant that they 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.




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



SECTION 602. Notice of Defaults.




     If a default occurs hereunder with respect to Securities of any series, the Trustee shall give
the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.



SECTION 603. Certain Rights of Trustee.




     Subject to the provisions of 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, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;



38









 





     (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 Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;



     (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, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; 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 Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.



SECTION 605. May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or the Guarantor, 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 and the Guarantor with the same rights it would have if it were not Trustee, Authenticating
Agent, Paying Agent, any Security Registrar or such other agent.



39









 





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 or the Guarantor, as the case
may be.



SECTION 607. Compensation and Reimbursement.




     The Company and the Guarantor agree




     (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 the trust or trusts hereunder, including
the costs and expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder.



SECTION 608. Disqualification; Conflicting Interests.




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



SECTION 609. Corporate Trust Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000 and its Corporate Trust Office in the Borough of Manhattan, The City of New York.
If such Person publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any time the Trustee 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.



40









 





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 in accordance with the applicable requirements of Section 611.



     (b) The Trustee may resign at any time with respect to the Securities of one or more series by
giving written notice thereof to the Company and the Guarantor. If the instrument of acceptance by
a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition any court
of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series.



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



     (d) If at any time:




     (1) the Trustee shall fail to comply with Section 608 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for at least six
months, or




     (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign
after written request therefor by the Company, the Guarantor or by any such Holder, or




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


then, in any such case (i) the Company or the Guarantor by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or Trustees.




     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of such series and
that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered



41









 







to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.



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



SECTION 611. Acceptance of Appointment by Successor.




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



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the Guarantor, the retiring Trustee and each such
successor Trustee with respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of
that or those series as to which the retiring Trustee is not retiring shall continue to be vested
in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee
of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become



42









 







effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company, the Guarantor or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee relates.



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



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



SECTION 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 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 and Guarantor.




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



SECTION 614. Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon original issue and upon exchange, registration of transfer or partial
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



43









 







Company and shall at all times be a corporation organized and doing business under the laws of
the United States of America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 except such combined capital surplus amount shall not be applicable to Deutsche Bank
Trust Company Americas, and subject to supervision or examination by Federal or State authority.
If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. If
at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.



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



     An Authenticating Agent may resign any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall 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 from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607.



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




44











 





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



	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY A	 	 
	 

	 	 	 	MERICAS, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.




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



     (a) semi-annually, not later than 15 days after each Regular Record Date for each series of
Securities at the time Outstanding, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Holders as of such Regular Record Date (or a date to be determined
pursuant to Section 301 for Original Issue Discount Securities); 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 Holders.




     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders 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) The rights of the Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.



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



45









 





     (d) Every Holder of Securities shall be entitled to receive information required to be
communicated to them under applicable law (including the Law).



SECTION 703. Reports by Trustee.




     (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.



     (b) A copy of each such report shall, at the time of such transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with the Commission and
with the Company. If any Securities are listed on any stock exchange after the initial issuance of
such Securities, the Company will so notify the Trustee at the time of such listing.



SECTION 704. Reports by Company and the Guarantor.




     The Company and the Guarantor shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to
such Act; provided that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee
within 15 days after the same is so required to be filed with the Commission. All required
information, documents and other reports referred to in this Section 704 shall be deemed filed with
the Trustee and transmitted to the Holders at the time such information, documents or other reports
are publicly filed with the Commission via the Commission’s EDGAR filing system (or any successor
system).



ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE




SECTION 801. Company May Consolidate, Etc. Only on Certain Terms.




     The Company shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, unless:




     (1) either (x) the Company shall be the surviving Person or (y) the entity formed by
such consolidation or into which the Company is merged or the Person which acquires by
conveyance or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be either the Guarantor or a corporation, partnership,
limited liability company or trust, wholly owned by the Guarantor and shall be organized and
validly existing under the laws of the United States of America, any State thereof, the
District of Columbia or any member country of the European Union 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 any
premium and interest on all the Securities and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or observed;



46









 






     (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Company or a Subsidiary as a result of such transaction
as having been incurred by the Company or such Subsidiary at the time of such transaction,
no Event of Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and




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



SECTION 802. Successor Substituted.




     Upon any consolidation of the Company with, or merger of the Company into, any other Person or
any conveyance, transfer or lease of the properties and assets of the Company substantially as an
entirety in accordance with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.



ARTICLE NINE

SUPPLEMENTAL INDENTURES




SECTION 901. Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders, the Company and the Guarantor, in each case 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 or the Guarantor, as
the case may be, and the assumption by any such successor of the covenants of the Company or
the Guarantor herein and in the Securities, as the case may be; or




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




     (3) to add any additional Events of Default; or




     (4) to add or change any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the issuance of Securities in bearer form,



47









 







registrable or not registrable as to principal, and with or without interest coupons,
or to permit or facilitate the issuance of Securities in uncertificated form; or




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




     (6) to secure the Securities or any Guarantee pursuant to the requirement of Section
1004 or otherwise; or




     (7) to establish the form or terms of Securities of any series as permitted by Section
201 and 301; or




     (8) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 611(b); or




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



SECTION 902. Supplemental Indentures with Consent of Holders.




     With the consent of the Holders of not less than the majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture, by Act of said
Holders delivered to the Company, the Guarantor and the Trustee, the Company and the Guarantor, in
each case when authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Securities of such series under this Indenture, provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any
Place or 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



48









 







for the enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), or




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




     (3) modify any of the provisions of this Section, Section 513 or Section 1008, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1008, or the deletion of this proviso,
in accordance with the requirements of Sections 611(b) and 901(8), or




     (4) release the Guarantor from its obligations in respect of the Guarantee of any
series of Securities.


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




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



SECTION 903. Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (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 be obligated to, enter
into any such supplemental indenture which adversely 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.



49









 





SECTION 905. Conformity with Trust Indenture Act.




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



SECTION 906. References in Securities to Supplemental Indentures.




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



ARTICLE TEN

COVENANTS




SECTION 1001. Payment of Principal, Premium and Interest.




     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture. The performance by the
Guarantor of the obligations of the Company under this Section 1001 shall also be deemed to
constitute performance thereof by the Company.



SECTION 1002. Maintenance of Office or Agency.




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



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



50









 





SECTION 1003. Money for Securities Payments to Be Held in Trust.




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



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



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



     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which 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 or the
Guarantor, in trust for the payment of the principal of or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal, premium or interest has
become due and payable shall be paid to the Company on Company Request, or (if then held by the
Company or the Guarantor) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company or the Guarantor 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 or the Guarantor as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of general circulation in
the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company.



51









 





SECTION 1004. Limitation on Liens.




     The Guarantor will not itself, and will not permit any Domestic Subsidiary to, incur, issue,
assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for
money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed being hereinafter in this Article called “Debt”), secured by pledge of, or mortgage or
other lien on, any Principal Domestic Manufacturing Property of the Guarantor or any Domestic
Subsidiary, or any shares of stock of any Domestic Subsidiary that owns a Principal Domestic
Manufacturing Property (pledges, mortgages and other liens being hereinafter in this Article called
“Mortgage” or “Mortgages”), without effectively providing that the Securities of each series then
Outstanding and/or any Guarantee of each series of Securities then outstanding, as the case may be,
(together with, if the Guarantor shall so determine, any other Debt of the Guarantor or such
Domestic Subsidiary then existing or thereafter created which is not subordinate to the Securities
of each series then Outstanding and any Guarantee thereof) shall be secured equally and ratably
with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless,
after giving effect thereto, the aggregate amount of all such secured Debt plus all Attributable
Debt of the Guarantor and its Domestic Subsidiaries in respect of sale and leaseback transactions
(as defined in Section 1005) would not exceed 15% of Consolidated Net Tangible Assets; provided,
however, that this Section shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section, Debt secured by:




     (1) with respect to any series of Securities, Mortgages existing on the date of the
original issuance of the Securities of such series;




     (2) Mortgages on property of, or on any shares of stock of, any corporation existing at
the time such corporation becomes a Domestic Subsidiary or at the time it is merged into or
consolidated with the Guarantor or a Domestic Subsidiary;




     (3) Mortgages in favor of the Guarantor or any Domestic Subsidiary;




     (4) Mortgages in favor of the United States of America, any State thereof, any foreign
country or any agency, department or other instrumentality thereof, to secure progress,
advance or other payments pursuant to any contract or provision of any statute;




     (5) Mortgages on property or shares of stock existing at the time of acquisition
thereof (including acquisition through merger or consolidation) or to secure the payment of
all or any part of the purchase price or construction or improvement cost thereof or to
secure any Debt incurred prior to, at the time of, or within 12 months after the later of
the acquisition of such property or shares or the completion of any such construction or
improvement for the purpose of financing all or any part of the purchase price or
construction or improvement cost thereof; and




     (6) any extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses
(1) to (5), inclusive; provided, that (i) such extension, renewal or replacement Mortgage
shall be limited to all or a part of the same property or shares of stock that



52









 







secured the Mortgage extended, renewed or replaced (plus improvements and construction
on such property) and (ii) the principal amount of the Debt secured by such Mortgage at such
time is not increased.



SECTION 1005. Limitation on Sales and Leasebacks.




     The Guarantor will not itself, and it will not permit any Domestic Subsidiary to, enter into
any arrangement with any bank, insurance company or other lender or investor (not including the
Guarantor or any Domestic Subsidiary) or to which any such lender or investor is a party, providing
for the leasing by the Guarantor or a Domestic Subsidiary for a period, including renewals, in
excess of three years of any Principal Domestic Manufacturing Property which has been or is to be
sold or transferred, more than 180 days after the completion of construction and commencement of
full operation thereof, by the Guarantor or any Domestic Subsidiary to such lender or investor or
to any person to whom funds have been or are to be advanced by such lender or investor on the
security of such Principal Domestic Manufacturing Property (herein referred to as a “sale and
leaseback transaction”) unless either:




     (1) The Guarantor or such Domestic Subsidiary could create Debt secured by a Mortgage
pursuant to Section 1004 on the Principal Domestic Manufacturing Property to be leased back
in an amount equal to the Attributable Debt with respect to such sale and leaseback
transaction without equally and ratably securing the Securities of each series or any
Guarantee thereof, or




     (2) The Guarantor within 180 days after the sale or transfer shall have been made by
the Guarantor or by a Domestic Subsidiary, applies an amount equal to the greater of (i) the
net proceeds of the sale of the Principal Domestic Manufacturing Property sold and leased
back pursuant to such arrangement or (ii) the fair market value of the Principal Domestic
Manufacturing Property so sold and leased back at the time of entering into such arrangement
(as set forth in an Officers’ Certificate) to either (or a combination of) the investment in
one or more other Principal Domestic Manufacturing Properties or the retirement of Funded
Debt of the Guarantor; provided, that the amount to be applied to either (or a combination
of) the investment in one or more other Principal Domestic Manufacturing Properties or the
retirement of Funded Debt of the Guarantor shall be reduced by (a) the principal amount of
any Securities delivered within 180 days after such sale to the Trustee for retirement and
cancellation, and (b) the principal amount of Funded Debt other than Securities, voluntarily
retired by the Guarantor within 180 days after such sale. Notwithstanding the foregoing, no
retirement referred to in this clause (2) may be effected by payment at maturity or pursuant
to any mandatory sinking fund payment or any mandatory prepayment provision.



SECTION 1006. Defeasance of Certain Obligations.




     If this Section 1006 is specified, as contemplated by Section 301, to be applicable to
Securities of any series, the Company and the Guarantor may omit to comply with any term, provision
or condition set forth in Sections 1004 and 1005, and Section 501(4) with respect to Sections 1004
and 1005 shall be deemed not to be an Event of Default, in each case with respect to the Securities
of that series, provided that the following conditions have been satisfied:



53









 






     (1) With reference to this Section 1006, the Company or the Guarantor has deposited or
caused to be deposited with the Trustee (or another trustee satisfying the requirements of
Section 609) irrevocably (irrespective of whether the conditions in subparagraphs (2), (3),
(4), (5), (6) and (7) below have been satisfied, but subject to the provisions of Section
402(c) and the last paragraph of Section 1003), as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (A) money in an amount, or (B) U.S. Government Obligations which
through the payment of interest and principal in respect thereof in accordance with their
terms will provide not later than the opening of business on the due date of any payment
referred to in clause (i) or (ii) of this subparagraph (1) money in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge (i) the principal and any premium and each
installment of principal and any premium and interest on the Outstanding Securities of that
series on the Stated Maturity of such principal or installment of principal or interest and
(ii) any mandatory sinking fund payments or analogous payments applicable to Securities of
such series on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities;




     (2) Such deposit shall not cause the Trustee with respect to the Securities of that
series to have a conflicting interest for purposes of the Trust Indenture Act with respect
to the Securities of any series;




     (3) Such deposit will not result in a breach or violation of, or constitute a default
under, this Indenture or any other material agreement or instrument to which the Company or
the Guarantor is a party or by which they are bound;




     (4) No Event of Default or event which with the giving of notice or lapse of time, or
both, would become an Event of Default with respect to the Securities of that series shall
have occurred and be continuing on the date of such deposit and no Event of Default under
Section 501(5) or Section 501(6) or event which with the giving of notice or lapse of time,
or both, would become an Event of Default under Section 501(5) or Section 501(6) shall have
occurred and be continuing on the 91st day after such date;




     (5) The Company has delivered to the Trustee an Opinion of Counsel to the effect that
Holders and beneficial owners of the Securities of such series will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance
of certain obligations and will be subject to U.S. federal income tax on the same amount and
in the same manner and at the same times, as would have been the case if such deposit and
defeasance had not occurred; and




     (6) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent therein provided for relating to the
defeasance contemplated by this Section have been complied with.



54









 





SECTION 1007. Statement by Officers as to Default.




     The Company and the Guarantor will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Guarantor ending after the date hereof, an Officers’ Certificate, stating
whether or not to the best knowledge of the signers thereof the Company and the Guarantor are in
default in the performance and observance of any of the terms, provisions and conditions of this
Indenture (without regard to any period of grace or requirement of notice provided hereunder) and,
if the Company and/or the Guarantor shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge.



SECTION 1008. Waiver of Certain Covenants.




     The Company and the Guarantor may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1005, inclusive, with respect to the
Securities of any series if before the time for such compliance the Holders of at least the
majority in principal amount of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the Guarantor and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.



SECTION 1009. Business Activities.




     The Company may not engage in any business activities other than those related to (a)
financing the business and operations of the Guarantor or any of its Subsidiaries, (b) the
establishment and maintenance of the Company’s existence, and (c) any activities related or
ancillary thereto or necessary in connection therewith.



ARTICLE ELEVEN

GUARANTEE




SECTION 1101. Guarantee.




     (a) The Guarantor hereby irrevocably and unconditionally guarantees to each Holder and to the
Trustee and its successors and assigns (1) the full and punctual payment when due, whether at
Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this
Indenture (including obligations to the Trustee) and the Securities, whether for payment of
principal of, or interest, premium, if any, on, the Securities and all other monetary obligations
of the Company under this Indenture and the Securities and (2) the full and punctual performance
within applicable grace periods of all other obligations of the Company whether for fees, expenses,
indemnification or otherwise under this Indenture and the Securities (all the foregoing being
hereinafter collectively called the “Guaranteed Obligations”). The Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or
further assent from the Guarantor, and that the Guarantor shall remain bound under this Article
notwithstanding any extension or renewal of any Guaranteed Obligation. The Guarantee shall be
substantially as set forth in Section 206 hereof.



55









 





     (b) The Guarantor waives presentation to, demand of payment from and protest to the Company of
any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor
waives notice of any default under the Securities or the Guaranteed Obligations. The obligations
of the Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any right or remedy against the Company or any other
Person under this Indenture, the Securities or any other agreement or otherwise; (2) any extension
or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of
any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or
(5) the failure of any Holder or Trustee to exercise any right or remedy against any other
guarantor of the Guaranteed Obligations.



     (c) The Guarantor hereby waives any right to which it may be entitled to have the assets of
the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations
hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder. The
Guarantor hereby waives any right to which it may be entitled to require that the Company be sued
prior to an action being initiated against the Guarantor.



     (d) The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment,
performance and compliance when due (and not a guarantee of collection) and waives any right to
require that any resort be had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.



     (e) Except as expressly set forth in this Indenture, the obligations of the Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, willful or otherwise, in the performance of the obligations, or by any other act
or thing or omission or delay to do any other act or thing which may or might in any manner or to
any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the
Guarantor as a matter of law or equity.



     (f) Except as expressly set forth in this Indenture, the Guarantor agrees that its Guarantee
shall remain in full force and effect until payment in full of all the Guaranteed Obligations. The
Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated,
as the case may be, if at any time payment, or any part thereof, of principal of or interest on any
Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon
the bankruptcy or reorganization of the Company or otherwise.



     (g) In furtherance of the foregoing and not in limitation of any other right which any Holder
or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of
the Company to pay the principal of or interest on any Guaranteed Obligation when



56









 




and as the same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, the Guarantor, hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid principal
amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by law) and (3) all other monetary obligations
of the Company to the Holders and the Trustee.




     (h) The Guarantor agrees that it shall not be entitled to any right of subrogation in relation
to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of
all Guaranteed Obligations. The Guarantor further agrees that, as between it, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the Guaranteed Obligations
guaranteed hereby may be accelerated as provided in this Indenture for the purposes of the
Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (2) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in this Indenture, the
Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by
the Guarantor for the purposes of this Section 1101.



     (i) The Guarantor also agrees to pay any and all costs and expenses (including reasonable
attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under
this Section 1101.



     (j) Upon request of the Trustee, the Guarantor shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.



SECTION 1102. Consolidation, Merger, Conveyance, Transfer or Lease




     The Guarantor shall not consolidate with or merge into any other Person or convey, transfer or
lease its properties and assets substantially as an entirety to any Person, unless:




     (1) either (x) the Guarantor shall be the surviving Person or (y) the entity formed by
such consolidation or into which the Guarantor is merged or the Person which acquires by
conveyance or transfer, or which leases, the properties and assets of the Guarantor
substantially as an entirety shall be a corporation, partnership, limited liability company
or trust, shall be organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the Guaranteed Obligations and the performance or observance of every
covenant of this Indenture on the part of the Guarantor to be performed or observed;




     (2) immediately after giving effect to such transaction and treating any indebtedness
which becomes an obligation of the Guarantor or a Subsidiary as a result of such transaction
as having been incurred by the Guarantor or such Subsidiary at the time



57









 







of such transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have happened and be continuing; and




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



SECTION 1103. Successor Substituted




     Upon any consolidation of the Guarantor with, or merger of the Guarantor into, any other
Person or any conveyance, transfer or lease of the properties and assets of the Guarantor
substantially as an entirety in accordance with Section 1102, the successor Person formed by such
consolidation or into which the Guarantor is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Guarantor under this Indenture with the same effect as if such successor Person had been named as
the Guarantor herein, and thereafter, except in the case of a lease, the predecessor Person shall
be relieved of all obligations and covenants under this Indenture, the Securities and the
Guarantee.



SECTION 1104. No Waiver.




     Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising
any right, power or privilege under this Article shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or benefits which either
may have under this Article at law, in equity, by statute or otherwise.



SECTION 1105. Modification.




     No modification, amendment or waiver of any provision of this Article, nor the consent to any
departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on the Guarantor in
any case shall entitle the Guarantor to any other or further notice or demand in the same, similar
or other circumstances.



SECTION 1106. Non-Impairment.




     The failure to endorse a Guarantee on any Security shall not affect or impair the validity
thereof.



SECTION 1107. Limitation on Guarantor Liability.




     The Guarantor, and by its acceptance of any series of Securities, each Holder, hereby confirms
that it is the intention of all such parties that the Guarantee of such Guarantor not



58









 





constitute a fraudulent transfer or conveyance for purposes of any applicable Federal or State
bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantor hereby irrevocably agree that the obligations of the Guarantor will be limited to the
maximum amount which, after giving effect to all other contingent and fixed liabilities of the
Guarantor, will result in the obligations of the Guarantor under its Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law. Until such time as the
Securities of any series are paid in full, the Guarantor, with respect to such series of
Securities, hereby waives all rights of subrogation, whether arising by contract or operation of
law (including, without limitation, any such right arising under federal bankruptcy law) or
otherwise by reason of any payment by it pursuant to the provisions of this Article.




ARTICLE TWELVE

REDEMPTION OF SECURITIES




SECTION 1201. Applicability of Article.




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



SECTION 1202. Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or by action taken pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of
such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company
shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such
restriction.



SECTION 1203. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed), 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 provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that series or any
integral multiple in excess thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of that series. If
less than all of the Securities of such series and of a specified tenor are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days prior to the



59









 




Redemption Date by the Trustee, from the Outstanding Securities of such series and specified
tenor not previously called for redemption in accordance with the preceding sentence.




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



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



SECTION 1204. 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.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




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




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




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




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



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



SECTION 1205. Deposit of Redemption Price.




     Prior to any Redemption Date, the Company or the Guarantor shall deposit with the Trustee or
with a Paying Agent (or, if the Company or the Guarantor 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, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.



60









 





SECTION 1206. 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 and the Guarantor shall default in the payment of the
Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.



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



SECTION 1207. Securities Redeemed in Part.




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



ARTICLE THIRTEEN

SINKING FUNDS




SECTION 1301. Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by Section 301 for Securities
of such series.



     The minimum amount of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of
such minimum amount provided for by the terms of Securities of any series is herein referred to as
an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided in Section 1302.
Each sinking fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.



61









 





SECTION 1302. Satisfaction of Sinking Fund Payments with Securities.




     The Company (1) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (2) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to the Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such Securities have not been
previously so credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption through operation of
the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.



SECTION 1303. Redemption of Securities for Sinking Fund.




     Not less than 60 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1302
and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 and not
more than 60 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section
1203 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1204. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections
1206 and 1207.



ARTICLE FOURTEEN

MISCELLANEOUS




SECTION 1401. Submission to Jurisdiction; Appointment of Agent.




     (a) Each of the Company, the Guarantor and the Trustee agrees that any suit, action or
proceeding brought by the Company, the Guarantor or the Trustee in connection with or arising out
of this Indenture or the Securities of any series (or any Guarantee thereof) or the offer and sale
of the Securities (or any Guarantee thereof) shall be brought solely in the United States federal
courts located in the Borough of Manhattan or the courts of the State of New York located in the
Borough of Manhattan. EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE WAIVES ITS RIGHT TO TRIAL
BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS INDENTURE OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



     (b) The Company hereby irrevocably accepts and submits to the non-exclusive jurisdiction of
each of the aforesaid courts in personam, generally and unconditionally, for itself



62









 




and in respect of its properties, assets and revenues, with respect to any suit, action or
proceeding in connection with or arising out of this Indenture.




     (c) The Company hereby irrevocably designates, appoints and empowers CT Corporation System,
with offices at 111 Eighth Avenue, New York, New York 10011, as its designee, appointee and agent
to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues,
service for any and all legal process, summons, notices and documents which may be served in any
such action, suit or proceeding brought in the courts listed in Section 1401(a) which may be made
on such designee, appointee and agent in accordance with legal procedures prescribed for such
courts, with respect to any suit, action or proceeding in connection with or arising out of this
Indenture or the Securities or the offer and sale of the Securities. If for any reason such
designee, appointee and agent hereunder shall cease to be available to act as such, the Company
agrees to designate a new designee, appointee and agent in The City of New York on the terms and
for the purposes of this Section 1401 satisfactory to the Trustee. The Company further hereby
irrevocably consents and agrees to the service of any and all legal process, summons, notices and
documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a
copy thereof upon the agent for service of process referred to in this Section 1401 (whether or not
the appointment of such agent shall for any reason prove to be ineffective or such agent shall
accept or acknowledge such service) or by mailing copies thereof by registered or certified
airmail, postage prepaid, to it at its address specified in or designated pursuant to this
Indenture. The Company agrees that the failure of any such designee, appointee and agent to give
any notice of such service to it shall not impair or affect in any way the validity of such service
or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any
way be deemed to limit the ability of the Holders of any Securities or the Trustee to serve any
such legal process, summons, notices and documents in any other manner permitted by applicable law
or to obtain jurisdiction over the undersigned or bring actions, suits or proceedings against the
undersigned in such other jurisdictions, and in such other manner, as may be permitted by
applicable law. The Company hereby irrevocably and unconditionally waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or
proceedings arising out of or in connection with this Indenture brought in the courts listed in
Section 1401(a) and hereby further irrevocably and unconditionally waives and agrees not to plead
or claim in any such court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.



     (d) To the extent that the Company or any of its properties, assets or revenues may have or
may hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds
of sovereignty or otherwise, from any legal action, suit or proceeding in connection with or
arising out of this Indenture or the Securities or the offer and sale of the Securities, from the
giving of any relief in any thereof, from setoff or counterclaim, from the jurisdiction of any
court, from service of process, from attachment upon or prior to judgment, from attachment in aid
of execution of judgment, or from execution of judgment, or other legal process or proceeding for
the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which
proceeding may at any time be commenced, with respect to its obligations, liabilities or any other
matter under or arising out of or in connection with this Indenture or the Securities, the Company
hereby irrevocably and unconditionally waives, and agrees for the



63









 




benefit of the Trustee and any Holder from time to time of the Securities not to plead or
claim, any such immunity, and consent to such relief and enforcement.




     (e) Each of the Company and the Guarantor agrees to indemnify and hold harmless the Trustee
and each Holder from time to time of Securities against any loss incurred by the Trustee or such
Holder as a result of any judgment or order being given or made for any amount due hereunder and
such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than
United States dollars and as a result of any variation as between (i) the rate of exchange at which
the United States dollar amount is converted into the Judgment Currency for the purpose of such
judgment or order, and (ii) the rate of exchange at which the Trustee or such Holder is able to
purchase United States dollars with the amount of Judgment Currency actually received by the
Trustee or such Holder. The foregoing indemnity shall constitute separate and independent
obligations of the Company and the Guarantor and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include
any premiums and costs of exchange payable in connection with the purchase of, or conversion into,
the relevant currency.



 






     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.



 






64









 





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



	 	 	 	 	 	 	 
	 	 	PROCTER & GAMBLE INTERNATIONAL	 	 
	 

	 	 	 	FUNDING SCA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	its general partner Procter & Gamble

International Finance Funding General

Management Sàrl	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Herwig Meskens
 

Name: Herwig Meskens
	 	 
	 

	 	 	 	Title: Manager	 	 
	 
	 	 	 	 	 	 
	 	 	THE PROCTER & GAMBLE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jon R. Moeller
 

Name: Jon R. Moeller
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY	 	 
	 

	 	 	 	AMERICAS, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Richard L. Buckwalter
 

Name: Richard L. Buckwalter
	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Annie V. Jaghatspanyan
 

Name: Annie V. Jaghatspanyan
	 	 
	 

	 	 	 	Title: Vice President