exv4w2






EXHIBIT 4.2



      







ENTERPRISE GP HOLDINGS L.P.




AND




[                                        ]




Trustee




INDENTURE




DATED AS OF                                         , 20        




SUBORDINATED DEBT SECURITIES





      





 









 





ENTERPRISE GP HOLDINGS L.P.

RECONCILIATION AND TIE BETWEEN TRUST

INDENTURE ACT OF 1939, AS AMENDED,

AND INDENTURE, DATED AS OF                                         , 20
      




      



			
	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	Section 3.10(a)(1)
	 	6.9
	     (a)(2)
	 	6.9
	     (a)(3)
	 	Not Applicable
	     (a)(4)
	 	Not Applicable
	     (a)(5)
	 	6.9
	     (b)
	 	6.8
	 	 	 
	Section 3.11
	 	6.13
	 	 	 
	Section 3.12(a)
	 	7.1, 7.2(a)
	     (b)
	 	7.2(b)
	     (c)
	 	7.2(c)
	 	 	 
	Section 3.13(a)
	 	7.3
	     (b)
	 	*
	     (c)
	 	*
	     (d)
	 	7.3
	 	 	 
	Section 3.14(a)
	 	7.4
	     (a)(4)
	 	10.5
	     (b)
	 	Not Applicable
	     (c)(1)
	 	1.3
	     (c)(2)
	 	1.3
	     (c)(3)
	 	Not Applicable
	     (d)
	 	Not Applicable
	     (e)
	 	1.3
	 	 	 
	Section 3.15(a)
	 	6.1(a)
	     (b)
	 	6.2
	     (c)
	 	6.1(b)
	     (d)
	 	6.1(c)
	     (d)(1)
	 	6.1(a)(1)
	     (d)(2)
	 	6.1(c)(2)
	     (d)(3)
	 	6.1(c)(3)
	     (e)
	 	5.14
	 	 	 
	Section 3.16(a)
	 	1.1, 1.2
	     (a)(1)(A)
	 	5.2, 5.12
	     (a)(1)(B)
	 	5.13
	     (a)(2)
	 	Not Applicable
	     (b)
	 	5.8
	     (c)
	 	1.5(f)
	 	 	 
	Section 3.17(a)(1)
	 	5.3
	     (a)(2)
	 	5.4
	     (b)
	 	10.3
	 	 	 
	Section 3.18(a)
	 	1.8








 




			
	NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.
	 
	*	 	Deemed included pursuant to Section 318(c) of the Trust Indenture Act






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 Incorporation by Reference of Trust Indenture Act
	 	 	7	 
	Section 1.3 Compliance Certificates and Opinions
	 	 	7	 
	Section 1.4 Form of Documents Delivered to Trustee
	 	 	8	 
	Section 1.5 Acts of Holders; Record Dates
	 	 	8	 
	Section 1.6 Notices, Etc., to Trustee and Company
	 	 	9	 
	Section 1.7 Notice to Holders; Waiver
	 	 	10	 
	Section 1.8 Conflict with Trust Indenture Act
	 	 	10	 
	Section 1.9 Effect of Headings and Table of Contents
	 	 	10	 
	Section 1.10 Successors and Assigns
	 	 	10	 
	Section 1.11 Separability Clause
	 	 	10	 
	Section 1.12 Benefits of Indenture
	 	 	10	 
	Section 1.13 Governing Law
	 	 	10	 
	Section 1.14 Legal Holidays
	 	 	11	 
	Section 1.15 Securities in a Composite Currency, Currency Unit or Foreign Currency
	 	 	11	 
	Section 1.16 Payment in Required Currency; Judgment Currency
	 	 	11	 
	Section 1.17 Language of Notices, Etc
	 	 	12	 
	Section 1.18 General Partner, and Incorporators, Shareholders, Officers and Directors of the
General Partner and the Company Exempt from Individual Liability
	 	 	12	 
	 
	 	 	 	 
	ARTICLE TWO SECURITY FORMS
	 	 	12	 
	 
	 	 	 	 
	Section 2.1 Forms Generally
	 	 	12	 
	Section 2.2 Form of Face of Security
	 	 	12	 
	Section 2.3 Form of Reverse of Security
	 	 	15	 
	Section 2.4
	 	 	18	 
	Section 2.5 Global Securities
	 	 	18	 
	Section 2.6 Form of Trustee’s Certificate of Authentication
	 	 	19	 
	 
	 	 	 	 
	ARTICLE THREE THE SECURITIES
	 	 	19	 
	 
	 	 	 	 
	Section 3.1 Amount Unlimited; Issuable in Series
	 	 	19	 
	Section 3.2 Denominations
	 	 	21	 
	Section 3.3 Execution, Authentication, Delivery and Dating
	 	 	21	 
	Section 3.4 Temporary Securities
	 	 	23	 
	Section 3.5 Registration, Registration of Transfer and Exchange
	 	 	23	 
	Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities
	 	 	25	 
	Section 3.7 Payment of Interest; Interest Rights Preserved
	 	 	25	 
	Section 3.8 Persons Deemed Owners
	 	 	26	 
	Section 3.9 Cancellation
	 	 	26	 
	Section 3.10 Computation of Interest
	 	 	27	 
	Section 3.11 CUSIP or CINS Numbers
	 	 	27	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE
	 	 	27	 
	 
	 	 	 	 
	Section 4.1 Satisfaction and Discharge of Indenture
	 	 	27	 
	Section 4.2 Application of Trust Money
	 	 	28	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	28	 
	 
	 	 	 	 
	Section 5.1 Events of Default
	 	 	28	 
	Section 5.2 Acceleration of Maturity; Rescission and Annulment
	 	 	29	 
	Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	29	 
	Section 5.4 Trustee May File Proofs of Claim
	 	 	30	 
	Section 5.5 Trustee May Enforce Claims Without Possession of Securities
	 	 	31	 
	Section 5.6 Application of Money Collected
	 	 	31	 






i









 






	 	 	 	 	 
	Section 5.7 Limitation on Suits
	 	 	31	 
	Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	32	 
	Section 5.9 Restoration of Rights and Remedies
	 	 	32	 
	Section 5.10 Rights and Remedies Cumulative
	 	 	32	 
	Section 5.11 Delay or Omission Not Waiver
	 	 	32	 
	Section 5.12 Control by Holders
	 	 	32	 
	Section 5.13 Waiver of Past Defaults
	 	 	32	 
	Section 5.14 Undertaking for Costs
	 	 	33	 
	Section 5.15 Waiver of Stay or Extension Laws
	 	 	33	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	33	 
	 
	 	 	 	 
	Section 6.1 Certain Duties and Responsibilities
	 	 	33	 
	Section 6.2 Notice of Defaults
	 	 	34	 
	Section 6.3 Certain Rights of Trustee
	 	 	34	 
	Section 6.4 Not Responsible for Recitals or Issuance of Securities
	 	 	35	 
	Section 6.5 May Hold Securities
	 	 	35	 
	Section 6.6 Money Held in Trust
	 	 	36	 
	Section 6.7 Compensation and Reimbursement
	 	 	36	 
	Section 6.8 Disqualification; Conflicting Interests
	 	 	36	 
	Section 6.9 Corporate Trustee Required; Eligibility
	 	 	36	 
	Section 6.10 Resignation and Removal; Appointment of Successor
	 	 	37	 
	Section 6.11 Acceptance of Appointment by Successor
	 	 	38	 
	Section 6.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	38	 
	Section 6.13 Preferential Collection of Claims Against Company
	 	 	38	 
	Section 6.14 Appointment of Authenticating Agent
	 	 	39	 
	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	40	 
	 
	 	 	 	 
	Section 7.1 Company to Furnish Trustee Names and Addresses of Holders
	 	 	40	 
	Section 7.2 Preservation of Information; Communications to Holders
	 	 	40	 
	Section 7.3 Reports by Trustee
	 	 	41	 
	Section 7.4 Reports by Company
	 	 	41	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, MERGER AND SALE
	 	 	42	 
	 
	 	 	 	 
	Section 8.1 Company May Consolidate, Etc., Only on Certain Terms
	 	 	42	 
	Section 8.2 Successor Substituted
	 	 	42	 
	 
	 	 	 	 
	ARTICLE NINE AMENDMENT, SUPPLEMENT AND WAIVER
	 	 	42	 
	 
	 	 	 	 
	Section 9.1 Without Consent of Holders
	 	 	42	 
	Section 9.2 With Consent of Holders
	 	 	44	 
	Section 9.3 Execution of Supplemental Indentures
	 	 	45	 
	Section 9.4 Effect of Supplemental Indentures
	 	 	45	 
	Section 9.5 Conformity with Trust Indenture Act
	 	 	45	 
	Section 9.6 Reference in Securities to Supplemental Indentures
	 	 	45	 
	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	45	 
	 
	 	 	 	 
	Section 10.1 Payment of Principal, Premium and Interest
	 	 	45	 
	Section 10.2 Maintenance of Office or Agency
	 	 	46	 
	Section 10.3 Money for Securities Payments to Be Held in Trust
	 	 	46	 
	Section 10.4 Existence
	 	 	47	 
	Section 10.5 Statement by Officers as to Default
	 	 	47	 
	Section 10.6 Additional Amounts
	 	 	47	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES
	 	 	48	 
	 
	 	 	 	 
	Section 11.1 Applicability of Article
	 	 	48	 
	Section 11.2 Election to Redeem; Notice to Trustee
	 	 	48	 
	Section 11.3 Selection by Trustee of Securities to Be Redeemed
	 	 	48	 






ii









 






	 	 	 	 	 
	Section 11.4 Notice of Redemption
	 	 	48	 
	Section 11.5 Deposit of Redemption Price
	 	 	49	 
	Section 11.6 Securities Payable on Redemption Date
	 	 	49	 
	Section 11.7 Securities Redeemed in Part
	 	 	49	 
	 
	 	 	 	 
	ARTICLE TWELVE SINKING FUNDS
	 	 	50	 
	 
	 	 	 	 
	Section 12.1 Applicability of Article
	 	 	50	 
	Section 12.2 Satisfaction of Sinking Fund Payments with Securities
	 	 	50	 
	Section 12.3 Redemption of Securities for Sinking Fund
	 	 	50	 
	 
	 	 	 	 
	ARTICLE THIRTEEN DEFEASANCE
	 	 	50	 
	 
	 	 	 	 
	Section 13.1 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	50	 
	Section 13.2 Legal Defeasance and Discharge
	 	 	50	 
	Section 13.3 Covenant Defeasance
	 	 	51	 
	Section 13.4 Conditions to Legal or Covenant Defeasance
	 	 	51	 
	Section 13.5 Deposited Money and U.S. Government Obligations to be Held in Trust,
Other Miscellaneous Provisions
	 	 	52	 
	Section 13.6 Repayment
	 	 	53	 
	Section 13.7 Reinstatement
	 	 	53	 
	 
	 	 	 	 
	ARTICLE FOURTEEN SUBORDINATION OF SECURITIES
	 	 	53	 
	 
	 	 	 	 
	Section 14.1 Securities Subordinated to Senior Debt
	 	 	53	 
	Section 14.2 No Payment on Securities in Certain Circumstances
	 	 	53	 
	Section 14.3 Payment over Proceeds upon Dissolution, Etc
	 	 	54	 
	Section 14.4 Subrogation
	 	 	55	 
	Section 14.5 Obligations of Company Unconditional
	 	 	56	 
	Section 14.6 Notice to Trustee
	 	 	56	 
	Section 14.7 Reliance on Judicial Order or Certificate of Liquidating Agent
	 	 	57	 
	Section 14.8 Trustee’s Relation to Senior Debt
	 	 	57	 
	Section 14.9 Subordination Rights Not Impaired by Acts or Omissions of the Company or
Holders of Senior Debt
	 	 	57	 
	Section 14.10 Holders Authorize Trustee to Effectuate Subordination of Securities
	 	 	57	 
	Section 14.11 Not to Prevent Events of Default
	 	 	57	 
	Section 14.12 Trustee’s Compensation Not Prejudiced
	 	 	58	 
	Section 14.13 No Waiver of Subordination Provisions
	 	 	58	 
	Section 14.14 Payments May Be Paid Prior to Dissolution
	 	 	58	 
	Section 14.15 Trust Moneys Not Subordinated
	 	 	58	 







iii









 








PARTIES




     INDENTURE, dated as of                                         , 20___, between ENTERPRISE GP HOLDINGS L.P., a limited
partnership duly organized and existing under the laws of the State of Delaware (herein called the
“Company”), and [                                        ], a [                                        ], as trustee (the “Trustee”).



RECITALS OF THE COMPANY:




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



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



     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 1.1 Definitions.




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



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




          (b) all terms used in this Indenture that are defined in the Trust Indenture Act, defined by a
Trust Indenture Act reference to another statute or defined by an SEC rule under the Trust
Indenture Act have the meanings so assigned to them;




          (c) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP;




          (d) 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;




          (e) the words “Article” and “Section” refer to an Article and Section, respectively, of this
Indenture; and




          (f) the word “includes” and its derivatives means “includes, but is not limited to” and
corresponding derivative definitions.




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



     “Act”, when used with respect to any Holder, has the meaning specified in Section 1.5.



     “Additional Defeasible Provision” means a covenant or other provision contained that
is (a) made part of this Indenture pursuant to a supplemental indenture hereto, a Board Resolution
or an Officer’s Certificate delivered
pursuant to Section 3.1, and (b) pursuant to the terms set forth in such supplemental
indenture, Board Resolution or Officer’s Certificate, made subject to the provisions of Article
Thirteen.



 









 





     “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 purposes of this definition, “control,” as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under
common control with” have correlative meanings.



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



     “Banking Day” means, in respect of any city, any date on which commercial banks are
open for business in that city.



     “Bankruptcy Law” means any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law.



     “Board of Directors” means:



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




          (2) with respect to a partnership, the Board of Directors of the general partner of the
partnership or any committee thereof duly authorized to act on behalf of such board, or any
directors and/or officers of the general partner to whom such board or such committee shall have
duly delegated its authority to act thereunder;




          (3) with respect to a limited liability company, the managing member or members or any
controlling committee of managers or members thereof or any board or committee serving a similar
management function, or any directors and/or officers of the limited liability company to whom such
board or such committee shall have duly delegated its authority to act thereunder; and




          (4) with respect to any other Person, the board or committee of such Person serving a
management function similar to those described in clauses (1), (2) or (3) of this definition.




     “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company, the principal financial officer of the Company, any other
authorized officer of the Company, or a person duly authorized by any of them, in each case as
applicable, to have been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including the establishment
of any series of the Securities and the forms and terms thereof), such action may be taken by any
committee, officer or employee of the Company, as applicable, authorized to take such action by the
Board of Directors as evidenced by a Board Resolution. As used above in this definition, references
to specified officers or employees of the Company shall mean the specified officers or employees of
the General Partner, in each case who are authorized to sign on behalf of the General Partner for
the Company.



     “Business Day”, when used with respect to any Place of Payment or other location,
means, except as otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment or other location are authorized or obligated by law,
executive order or regulation to close.



     “CINS” means CUSIP International Numbering System.



     “Code” means the United States Internal Revenue Code of 1986, as amended.



2









 





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



     “Company Request” or “Company Order” means, in the case of the Company, a
written request or order signed in the name of the Company by an Officer of the Company and
delivered to the Trustee.



     “Corporate Trust Office” means the office of the Trustee at its address specified in
Section 1.6 or such other address as to which the Trustee may give notice to the Company.



     “corporation” when used in reference to the Trustee or any prospective Trustee, shall
include any corporation, company, association, partnership, limited partnership, limited liability
company, joint-stock company and trust, in each case, satisfying the requirements of Section
310(a)(1) of the Trust Indenture Act.



     “Covenant Defeasance” has the meaning specified in Section 13.3.



     “CUSIP” means the Committee on Uniform Securities Identification Procedures.



     “Custodian” means any receiver, trustee, assignee, liquidator or similar official
under any Bankruptcy Law.



     “Debt” means any obligation created or assumed by any Person for the repayment of
money borrowed and any purchase money obligation created or assumed by such Person.



     “Default” means, with respect to a series of Securities, any event that is, or after
notice or lapse of time or both would be, an Event of Default.



     “Defaulted Interest” has the meaning specified in Section 3.7.



     “Definitive Security” means a security other than a Global Security or a temporary
Security.



     “Depositary” means, with respect to the Securities of any series issuable or issued in
whole or in part in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as contemplated by
Section 3.1, until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person which is a
Depositary hereunder, and if at any time there is more than one such Person, shall be a collective
reference to such Persons.



     “Designated Senior Debt” shall have the meaning given to such term in any Board
Resolution or indenture supplemental hereto.



     “Dollar” or “$” means the coin or currency of the United States of America,
which at the time of payment is legal tender for the payment of public and private debts.



     “Event of Default” has the meaning specified in Section 5.1.



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



     “Foreign Currency” means a currency used by the government of a country other than the
United States of America.



     “GAAP” means generally accepted accounting principles in the United States of America
as in effect from time to time, including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the



3









 




accounting profession. All ratios and computations based on GAAP contained in the indenture
will be computed in conformity with GAAP.




     “General Partner” means EPE Holdings, LLC, a Delaware limited liability company and
the general partner of the Company until a successor Person shall have become the general partner
of the Company, and thereafter “General Partner” shall mean such successor Person or Persons who
may execute this Indenture, or a supplement thereto, for or on behalf of the Company as general
partner of the Company.



     “Global Security” means a Security in global form that evidences all or part of a
series of Securities and is authenticated and delivered to, and registered in the name of, the
Depositary for the Securities of such series or its nominee.



     “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 part of and
govern this instrument and any such supplemental indenture, respectively. The term “Indenture” also
shall include the terms of particular series of Securities established as contemplated by Section
3.1.



     “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 1.16.



     “Legal Defeasance” has the meaning specified in Section 13.2.



     “mandatory sinking fund payment” has the meaning specified in Section 12.1.



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



     “Notice of Default” means a written notice of the kind specified in Section 5.1(c) or
Section 5.1(d).



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President or any other duly authorized officer of a
Person, or if a Person does not have officers, such Person’s General Partner or member-manager, or
a person duly authorized by any of them.



     “Officer’s Certificate” means a certificate signed by one or more Officers and
delivered to the Trustee.



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



     “optional sinking fund payment” has the meaning specified in Section 12.1.



     “Original Issue Discount Security” means any Security which provides for an amount
less than the principal amount thereof to be due and payable upon a declaration of acceleration of
the Maturity thereof pursuant to Section 5.2.



4









 





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



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




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




          (c) Securities which have been paid pursuant to Section 3.6 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; and




          (d) Securities, except to the extent provided in Section 13.2 and Section 13.3, with respect
to which the Company has effected Legal Defeasance or Covenant Defeasance as provided in Article
Thirteen, which Legal Defeasance or Covenant Defeasance then continues in effect;



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 on such date
pursuant to Section 5.2, (ii) the principal amount of a Security denominated in one or more
currencies or currency units other than U.S. dollars shall be the U.S. dollar equivalent of such
currencies or currency units, determined in the manner provided as contemplated by Section 3.1 on
the date of original issuance of such Security or by Section 1.15, if not otherwise so provided
pursuant to Section 3.1, of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent (as so determined) on the date of original issuance of such
Security of the amount determined as provided in clause (i) above) of such Security, and (iii)
Securities owned by the Company or any obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be
so owned shall be so disregarded. Securities so owned as described in clause (iii) of the
immediately preceding sentence which have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with
respect to such Securities and that the pledgee is not the Company or any obligor upon the
Securities or any Affiliate of the Company or of such other obligor.




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



     “Periodic Offering” means an offering of Securities of a series from time to time, the
specific terms of which Securities, including, without limitation, the rate or rates of interest or
formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or
Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if
any, with respect thereto, and any other terms specified as contemplated by Section 3.1 with
respect thereto, are to be determined by the Company upon the issuance of such Securities.



     “Person” means any individual, corporation, company, limited liability company,
partnership, limited partnership, joint venture, association, joint-stock company, trust, other
entity, 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,
unless otherwise specifically provided for with respect to such series as contemplated by Section
3.1, the office or agency of the Company and



5









 




such other place or places where, subject to the provisions of Section 10.2, the principal of
and any premium and interest on the Securities of that series are payable as contemplated by
Section 3.1.




     “Predecessor Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section 3.6 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.



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



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



     “Regular Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as contemplated by Section 3.1.



     “Required Currency” has the meaning specified in Section 1.16.



     “Responsible Officer” when used with respect to the Trustee, means any officer within
the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.



     “SEC” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this instrument 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.



     “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 3.5.



     “Senior Debt” means (a) all Debt of the Company, whether currently outstanding or
hereafter issued, unless, by the terms of the instrument creating or evidencing such Debt, it is
provided that such Debt is not superior in right of payment to the Securities, and (b) any
modifications, refunding, deferrals, renewals or extensions of any such Debt or securities, notes
or other evidence of Debt issued in exchange for such Debt; provided that in no event shall “Senior
Debt” include (i) Debt of the Company owed or owing to any Subsidiary of the Company or any
officer, director or employee of the Company or any Subsidiary of the Company, (ii) Debt to trade
creditors or (iii) any liability for taxes owned or owing by the Company.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by
the Trustee pursuant to Section 3.7.



     “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) any corporation, association or other business entity of which
more than 50% of the total voting power of the equity interests entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
or (b) any partnership of which more than 50% of the partners’ equity interests (considering all
partners’ equity interests as a single class) is, in each case, at the time owned or controlled,
directly or indirectly, by the Company or one or more of the other Subsidiaries of the Company.



6









 





     “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 amended, as in force
at the date as of which this instrument was executed, except as provided in Section 9.5; provided,
however, that if 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. Person” shall have the meaning assigned to such term in Section 7701(a)(30) of
the Code.



     “U.S. Government Obligations” means securities which are (a) direct obligations of the
United States for the payment of which its full faith and credit is pledged, or (b) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality of the United
States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by
the United States, each of which are not callable or redeemable at the option of the issuer
thereof.



     “Vice President”, when used with respect to the Company or the Trustee, means any vice
president, regardless of whether designated by a number or a word or words added before or after
the title “vice president.”



Section 1.2 Incorporation by Reference of Trust Indenture Act.




     Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act
terms used in this Indenture have the following meanings:



     “commission” means the SEC.



     “indenture securities” means the Securities.



     “indenture security holder” means a Holder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Trustee.



     “obligor” on the indenture securities means the Company or any obligor on the indenture
securities.



     All terms used in this Indenture that are defined by the Trust Indenture Act, defined by a
Trust Indenture Act reference to another statute or defined by an SEC rule under the Trust
Indenture Act have the meanings so assigned to them.



Section 1.3 Compliance Certificates and Opinions.




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



7









 





     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for certificates provided for in Section 10.5) shall include:



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




          (b) 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;




          (c) 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 such
covenant or condition has been complied with; and




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




Section 1.4 Form of Documents Delivered to Trustee.




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



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



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



Section 1.5 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 (either physically or by means of a
facsimile or an electronic transmission, provided that such electronic transmission is transmitted
through the facilities of a Depositary) 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. 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 315 of the Trust Indenture Act) conclusive in favor of the
Trustee, the Company, if made in the manner provided in this Section.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness 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




8









 




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 ownership, principal amount and serial numbers of Securities held by any Person, and
the date of commencement of such Person’s holding of same, shall be proved by the Security
Register.




          (d) 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,
regardless of whether notation of such action is made upon such Security.




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




          (f) The Company may set any day as the record date for the purpose of determining the Holders
of Outstanding Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other Act provided or permitted by this
Indenture to be given or taken by Holders of Securities of such series, but the Company shall have
no obligation to do so. With regard to any record date set pursuant to this paragraph, the Holders
of Outstanding Securities of the relevant series on such record date (or their duly appointed
agents), and only such Persons, shall be entitled to give or take the relevant action, regardless
of whether such Holders remain Holders after such record date.




Section 1.6 Notices, Etc., to Trustee and Company.




          (a) Any notice or communication by the Company or the Trustee is duly given if in writing and
delivered in Person or mailed by first class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery, to the other’s
address:




	 	 	 
	     If to the Company:
	 	 
	 
	 	 
	c/o 

	 	Enterprise GP Holdings L.P.
	 

	 	1100 Louisiana Street, 10th Floor
	 

	 	Houston, Texas 77002
	 

	 	Facsimile: (713) 381-
	 

	 	Attention:






	 	 	 
	     If to the Trustee:  

	 	 
	 
	 	 
	[     ]
	 	 
	[     ]
	 	 
	[     ]
	 	 






	 	 	 	 	 
	 

	 	Facsimile:
	 	[                                        ]
	 

	 	Attention:
	 	[                                        ]






          (b) The Company or the Trustee, by notice to the other, may designate additional or different
addresses for subsequent notices or communications.




          (c) All notices and communications (other than those sent to Holders) shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; three Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied;
and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.




9









 





Section 1.7 Notice to 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, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Any notice mailed
to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by
such Holder, regardless of whether such Holder actually receives such notice.



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



Section 1.8 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 latter 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 excluded, as the case may be.



Section 1.9 Effect of Headings and Table of Contents.




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



Section 1.10 Successors and Assigns.




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



Section 1.11 Separability Clause.




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



Section 1.12 Benefits of Indenture.




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



Section 1.13 Governing Law.




     THIS INDENTURE, THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.




10









 





Section 1.14 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 that specifically states that such provision shall apply in lieu of this Section 1.14))
payment of interest or principal and any premium need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.



Section 1.15 Securities in a Composite Currency, Currency Unit or Foreign Currency.




     Unless otherwise specified in an Officer’s Certificate delivered pursuant to Section 3.1 of
this Indenture with respect to a particular series of Securities, whenever for purposes of this
Indenture any action may be taken by the Holders of a specified percentage in aggregate principal
amount of Securities of all series or all series affected by a particular action at the time
Outstanding and, at such time, there are Outstanding Securities of any series which are denominated
in a coin, currency or currencies other than Dollars (including, but not limited to, any composite
currency, currency units or Foreign Currency), then the principal amount of Securities of such
series which shall be deemed to be Outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes
of this Section 1.15, the term “Market Exchange Rate” shall mean the noon Dollar buying rate in The
City of New York for cable transfers of such currency or currencies as published by the Federal
Reserve Bank of New York, as of the most recent available date. If such Market Exchange Rate is not
so available for any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations or rates of exchange from one or more
major banks in The City of New York or in the country of issue of the currency in question, which
for purposes of euros shall be Brussels, Belgium, or such other quotations or rates of exchange as
the Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the
equivalent principal amount in respect of Securities of a series denominated in a
currency other than Dollars in connection with any action taken by Holders of Securities
pursuant to the terms of this Indenture.



     All decisions and determinations of the Trustee regarding the Market Exchange Rate or any
alternative determination provided for in the preceding paragraph shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all
purposes and irrevocably binding upon the Issuer and all Holders.



Section 1.16 Payment in Required Currency; Judgment Currency.




     The Company agrees, to the fullest extent that it may effectively do so under applicable law,
that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on
the day on which final unappealable judgment is entered, unless such day is not a Banking Day,
then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the Banking Day next preceding the day on
which final unappealable judgment is entered and (b) its obligations under this Indenture to make
payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (regardless of whether entered in accordance with subclause (a)),
in any currency other than the Required Currency, except to the extent that such tender or recovery
shall result in the actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture.




11









 





Section 1.17 Language of Notices, Etc.




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



Section 1.18 General Partner, and Incorporators, Shareholders, Officers and Directors of the
General Partner and the Company Exempt from Individual Liability.




     No recourse under or upon any obligation, covenant or agreement of or contained in this
Indenture or of or contained in any Security or for any claim based thereon or otherwise in respect
thereof, or in any Security, or because of the creation of any indebtedness represented thereby,
shall be had against the General Partner, or any incorporator, shareholder, member, officer,
manager or director, as such, past, present or future, of the General Partner, the Company, or any
successor Person, either directly or through the General Partner, the Company, or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a part of the consideration for, the
execution of this Indenture and the issue of the Securities.



ARTICLE TWO

SECURITY FORMS




Section 2.1 Forms Generally.




     The Securities of each series shall be in substantially the form set forth in this Article
Two, or in such other form or forms as shall be established by or pursuant to a Board Resolution or
in one or more indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture, and
may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities as evidenced by
their execution thereof.



     The definitive Securities shall be printed, lithographed or engraved on steel engraved borders
or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution thereof. 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 an authorized officer or other authorized person on behalf of the
Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated
by Section 3.3 for the authentication and delivery of such Securities.



     The forms of Global Securities of any series shall have such provisions and legends as are
customary for Securities of such series in global form, including without limitation any legend
required by the Depositary for the Securities of such series.



Section 2.2 Form of Face of Security.




     [If the Security is an Original Issue Discount Security, insert—FOR PURPOSES OF SECTION 1275
OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE
DISCOUNT IS                                         , THE ISSUE DATE IS                                     
    , 20___ [AND] [,] THE YIELD TO MATURITY IS
[,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS AND THE METHOD USED TO
DETERMINE THE YIELD THEREFOR IS .]]



     [Insert any other legend required by the Code or the regulations thereunder.]



     [If a Global Security,—insert legend required by Section 2.4 of the Indenture] [If applicable,
insert —UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS



12









 




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




13









 





ENTERPRISE GP HOLDINGS L.P.




[TITLE OF SECURITY]




			
	No.                    
	 	U.S. $                    






[CUSIP No. ]




     ENTERPRISE GP HOLDINGS L.P., a limited partnership duly organized under the laws of the State
of Delaware (herein called the “Company”, which term includes any successor or resulting Person
under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                                        , or registered assigns, the principal sum of                            
              United States Dollars on                                         
[If the Security is to bear interest prior to Maturity, insert— , and to pay interest thereon from
                                         or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually 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 at the rate of                     % per annum on any overdue principal and premium and on
any installment of interest (to the extent that the payment of such interest shall be legally
enforceable)]. 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                         
                 (regardless of whether a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 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 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.]



     [If a Global Security, insert—Payment of the principal of (and premium, if any) and [if
applicable, insert—any such] interest on this Security will be made by transfer of immediately
available funds to a bank account in                                          designated by the Holder 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 [state other currency].]



     [If a Definitive Security, insert—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] [state
other currency] [or subject to any laws or regulations applicable thereto and to the right of the
Company (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the
[main] offices of                                          in                           
              , or at such other offices or agencies as the Company may
designate, by [United States Dollar] [state other currency] check drawn on, or transfer to a
[United States Dollar] account maintained by the payee with, a bank in The City of New York (so
long as the applicable Paying Agency has received proper transfer instructions in writing at least
                     days prior to the payment date)] [if applicable, insert— ; provided, however, that payment of
interest may be made at the option of the Company by [United States Dollar] [state other currency]
check mailed to the addresses of the Persons entitled thereto as such addresses shall appear in the
Security Register] [or by transfer to a [United States Dollar] [state other currency] account
maintained by the



14









 




payee with a bank in The City of New York [state other Place of Payment] (so long as the
applicable Paying Agent has received proper transfer instructions in writing by the record date
prior to the applicable Interest Payment Date)].]




     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.



     Dated:                                                            



	 	 	 	 	 	 	 
	 	 	ENTERPRISE GP HOLDINGS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EPE Holdings, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






Section 2.3 Form of Reverse of Security.




     This Security is one of a duly authorized issue of subordinated securities of the Company
(herein called the “Securities”), issued and to be issued in one or more series under an Indenture,
dated as of                                         , 20       (herein called the “Indenture”), between the Company and
[                                        ],
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 Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the
Securities may be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of
the series designated on the face hereof [, limited in aggregate principal amount to $                                        ].



     This security is the general, unsecured, subordinated obligation of the Company.



     [If applicable, insert—The Securities of this series are subject to redemption upon not less
than           
                               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,



	 	 	 	 	 	 	 
	Year	 	Redemption Price	 	Year	 	Redemption Price
	 
	 	 	 	 	 	 	 





15









 




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




     [If applicable, insert—The Securities of this series are subject to redemption upon not less
than                      nor more than 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 anytime [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
	 	 	Redemption Through	 	Otherwise Than Through Operation of
	Year	 	Operation of the Sinking Fund	 	the 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.]




     [If applicable, insert—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.]



     [If applicable, insert—The sinking fund for this series provides for the redemption on
                                         in each year beginning with the year                                    
      and ending with the year                                          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 [If applicable, insert— in the
inverse order in which they become due].]



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



     [If applicable, insert—The Securities of this series are not redeemable prior to Stated
Maturity.]



     [If the Security is not an Original Issue Discount Security, —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,—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.]




16











 





     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
regardless of whether 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 premium, if any) and interest on this Security at the times, place(s) and
rate, and in the coin or currency, herein prescribed.



     [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for
Definitive Securities of this series except in the limited circumstances provided in the Indenture.
The holders of beneficial interests in this Global Security will not be entitled to receive
physical delivery of Definitive Securities except as described in the Indenture and will not be
considered the Holders thereof for any purpose under the Indenture.]



     [If a Definitive Security, insert—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 [if applicable, insert— any place where the principal of and any premium and
interest on this Security are payable] [if applicable, insert— The City of New York [, or, subject
to any laws or regulations applicable thereto and to the right of the Company (limited as provided
in the Indenture) to rescind the designation of any such transfer agent, at the [main] offices of
in                      or                     at such other offices or agencies as the Company may designate]], 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.]



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



     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, regardless of whether this Security be
overdue, and none of the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     This Security is subordinated in right of payment to Senior Debt, to the extent and in the
manner provided in the Indenture.



     No recourse under or upon any obligation, covenant or agreement of or contained in the
Indenture or of or contained in any Security, or for any claim based thereon or otherwise in
respect thereof, or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, shareholder, member, officer, manager or director, as such, past, present or future,
of the Company or of any successor Person, either directly or through the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment, penalty or otherwise; it being expressly understood that all such



17









 




liability is hereby
expressly waived and released by the acceptance hereof and as a condition of, and as part of the
consideration for, the Securities and the execution of the Indenture.




     The Indenture provides that the Company (a) will be discharged from any and all obligations in
respect of the Securities (except for certain obligations described in the Indenture), or (b) need
not comply with certain restrictive covenants of the Indenture, in each case if the Company
deposits, in trust, with the Trustee money or U.S. Government Obligations (or a combination
thereof) which through the payment of interest thereon and principal thereof in accordance with
their terms will provide money, in an amount sufficient to pay all the principal of and interest on
the Securities, but such money need not be segregated from other funds except to the extent
required by law.



     Except as otherwise defined herein, all terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



     [If a Definitive Security, insert as a separate page—



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



     (Please Print or Typewrite Name and Address of Assignee)


the within instrument of ENTERPRISE GP HOLDINGS L.P. and does hereby irrevocably constitute and
appoint                      Attorney to transfer said instrument on the books of the within-named Company,
with full power of substitution in the premises.




     Please Insert Social Security or Other Identifying Number of Assignee:



	 	 	 	 
	 
	 

	 	 
	Dated:

	 	(Signature)






     NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or enlargement or any change
whatever.]




Section 2.5 Global Securities.




     Every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form:




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




EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE
FOR OR IN LIEU OF, THIS SECURITY SHALL BE A
GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



     If Securities of a series are issuable in whole or in part in the form of one or more Global
Securities, as specified as contemplated by Section 3.1, then, notwithstanding clause (i) of
Section 3.1 and the provisions of Section 3.2, any Global Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and
that the aggregate amount of Outstanding Securities represented thereby may from time to time be



18









 




reduced or increased, as the case may be, to reflect exchanges. Any endorsement of a Global
Security to reflect the amount, or any reduction or increase in the amount, of Outstanding
Securities represented thereby shall be made in such manner and upon instructions given by such
Person or Persons as shall be specified therein or in a Company Order. Subject to the provisions of
Section 3.3, Section 3.4 and Section 3.5, the Trustee shall deliver and redeliver any Global
Security in the manner and upon instructions given by the Person or Persons specified therein or in
the applicable Company Order. Any instructions by the Company with respect to endorsement or
delivery or redelivery of a Global Security shall be in a Company Order (which need not comply with
Section 1.3 and need not be accompanied by an Opinion of Counsel).




     The provisions of the last sentence of Section 3.3 shall apply to any Security represented by
a Global Security if such Security was never issued and sold by the Company and the Company
delivers to the Trustee the Global Security together with a Company Order (which need not comply
with Section 1.3 and need not be accompanied by an Opinion of Counsel) with regard to the reduction
or increase, as the case may be, in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence of Section 3.3.



Section 2.6 Form of Trustee’s Certificate of Authentication.



     The Trustee’s certificate(s) of authentication shall be in substantially the following form:



     This is one of the Securities of the series designated [insert title of applicable series]
referred to in the within-mentioned Indenture.



	 	 	 
	 

	 	[                                        ],
	 

	 	as Trustee






	 	 	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 



ARTICLE THREE

THE SECURITIES




Section 3.1 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 set forth, or determined in the manner provided, in an Officer’s
Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,



          (a) the title of the Securities of the series (which shall distinguish the Securities of the
series from all other Securities and which may be part of a series of Securities previously
issued);




          (b) 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 3.4, Section 3.5, Section 3.6, Section 9.6 or Section 11.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and
delivered hereunder);




          (c) 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;




19









 








          (d) the date or dates on which the principal of the Securities of the series is payable or the
method of determination thereof;




          (e) the rate or rates at which the Securities of the series shall bear interest, if any, or
the formula, method or provision pursuant to which such rate or rates are determined, the date or
dates from which such interest shall accrue or the method of determination thereof, the Interest
Payment Dates on which such interest shall be payable and the Regular Record Date for the interest
payable on any Interest Payment Date;




          (f) the place or places where, subject to the provisions of Section 10.2, the principal of and
any premium and interest on Securities of the series shall be payable, Securities of the series may
be surrendered for registration of transfer, Securities of the series may be surrendered for
exchange and notices, and demands to or upon the Company in respect of the Securities of the series
and this Indenture may be served;




          (g) 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;




          (h) 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 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;




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




          (j) whether payment of principal of and premium, if any, and interest, if any, on the
Securities of the series shall be without deduction for taxes, assessments or governmental charges
paid by Holders of the series;




          (k) if other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.2;




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




          (m) if and as applicable, that the Securities of the series shall be issuable in whole or in
part in the form of one or more Global Securities and, in such case, the Depositary or Depositaries
for such Global Security or Global Securities and any circumstances other than those set forth in
Section 3.5 in which any such Global Security may be transferred to, and registered and exchanged
for Securities registered in the name of, a Person other than the Depositary for such Global
Security or a nominee thereof and in which any such transfer may be registered;




          (n) any deletions from, modifications of or additions to the Events of Default set forth in
Section 5.1 or the covenants of the Company set forth in Article Ten with respect to the Securities
of such series;




          (o) whether and under what circumstances the Company will pay additional amounts on the
Securities of the series held by a Person who is not a U.S. Person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the Company will have
the option to redeem the Securities of the series rather than pay such additional amounts;




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




          (q) if the Securities of the series are to be convertible into or exchangeable for any other
security or property of the Company, including, without limitation, securities of another Person
held by the Company or its Affiliates and, if so, the terms thereof;





20









 








          (r) if other than as provided in Section 13.2 and Section 13.3, the means of Legal Defeasance
or Covenant Defeasance as may be specified for the Securities of the series;




          (s) if other than the Trustee, the identity of the initial Security Registrar and any initial
Paying Agent;




          (t) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture).




     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officer’s
Certificate referred to above or in any such indenture supplemental hereto.



     All Securities of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for increases in the
aggregate principal amount of such series of Securities and issuances of additional Securities of
such series or for the establishment of additional terms with respect to the Securities of such
series.



     If any of the terms of the series are established by action taken by or pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by an authorized
officer or other authorized person on behalf of the Company and delivered to the Trustee at or
prior to the delivery of the Officer’s Certificate setting forth, or providing the manner for
determining, the terms of the series.



     With respect to Securities of a series subject to a Periodic Offering, such Board Resolution
or Officer’s Certificate may provide general terms for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be specified in a Company
Order or that such terms shall be determined by the Company or one or more agents thereof
designated in an Officer’s Certificate, in accordance with a Company Order.



Section 3.2 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 3.1. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof.



Section 3.3 Execution, Authentication, Delivery and Dating.




     The Securities shall be executed on behalf of the Company by an Officer of the Company and
need not be attested. The signature of any of these officers on the Securities may be manual or
facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities 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; provided, however, that in the case of Securities offered in a Periodic Offering,
the Trustee shall authenticate and deliver such Securities from time to time in accordance with
such other procedures (including, without limitation, the receipt by the Trustee of oral or
electronic instructions from the Company or its duly authorized agents, thereafter promptly
confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company
Order delivered to the Trustee prior to the time of the first authentication of Securities of such
series. If the forms or terms of the Securities of the series have been established in or pursuant



21









 




to one or more Board Resolutions as permitted by Section 2.1 and Section 3.1, in authenticating
such Securities, and accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive such documents as it may reasonably
request. The Trustee shall also be entitled to receive, and (subject to Section 6.1) shall be fully
protected in relying upon, an Opinion of Counsel stating,




          (a) if the form or forms of such Securities has been established in or pursuant to a Board
Resolution as permitted by Section 2.1, that each such form has been established in conformity with
the provisions of this Indenture;




          (b) if the terms of such Securities have been, or in the case of Securities of a series
offered in a Periodic Offering will be, established in or pursuant to a Board Resolution as
permitted by Section 3.1, that such terms have been, or in the case of Securities of a series
offered in a Periodic Offering will be, established in conformity with the provisions of this
Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any
conditions specified in such Opinion of Counsel; and




          (c) that such Securities when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions and assumptions specified in such Opinion of
Counsel, will constitute valid and legally binding obligations of the Company, enforceable in
accordance with their terms, subject to the following limitations: (i) bankruptcy, insolvency,
moratorium, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws
of general applicability relating to or affecting the enforcement of creditors’ rights, or to
general equity principles, (ii) the availability of equitable remedies being subject to the
discretion of the court to which application therefor is made; and (iii) such other usual and
customary matters as shall be specified in such Opinion of Counsel.




     If such form or forms 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 affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.



     Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all
Securities of a series are not to be originally issued at one time, it shall not be necessary to
deliver the Officer’s Certificate otherwise required pursuant to Section 3.1 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.



     With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely,
as to the authorization by the Company of any of such Securities, on the form or forms and terms
thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of
Counsel and the other documents delivered pursuant to
Section 2.1 and Section 3.1 and this Section, as applicable, in connection with the first
authentication of Securities of such series.



     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 of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in Section 3.9 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.



22









 





Section 3.4 Temporary Securities.




     Pending the preparation of Definitive Securities of any series, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the Definitive Securities in lieu of which they are
issued and with such appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their execution of such
Securities.



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



Section 3.5 Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept at the office or agency of the Company in a Place of
Payment required by Section 10.2 a register (the register maintained in such office being herein
sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of Securities and of transfers
of Securities. The Trustee is hereby appointed as the initial “Security Registrar” for the purpose
of registering Securities and transfers of Securities as herein provided, and its corporate trust
office, which, at the date hereof, is located at [                                        ], is the initial office or agency
where the Securities Register will be maintained. The Company may at any time replace such Security
Registrar, change such office or agency or act as its own Security Registrar. The Company will give
prompt written notice to the Trustee of any change of the Security Registrar or of the location of
such office or agency.



     Upon surrender for registration of transfer of any Security of any series at the office or
agency maintained pursuant to Section 10.2 for such purpose, 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 and tenor, of any authorized denominations and of a
like aggregate principal amount.



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



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



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



     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 3.4, Section 9.6 or Section 11.7 not involving
any transfer.



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     The Company shall not be required (a) to issue, register the transfer of or exchange
Securities of any series during a period beginning at, the opening of business 15 days before the
day of the mailing of a notice of redemption of Securities of that series selected for redemption
under Section 11.3 and ending at the close of business on the day of such mailing, or (b) to
register the transfer of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.



     Notwithstanding any other provisions of this Indenture and except as otherwise specified with
respect to any particular series of Securities as contemplated by Section 3.1, a Global Security
representing all or a portion of the Securities of a series may not be transferred, except as a
whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such successor Depositary.
Every Security authenticated and delivered upon registration of, transfer of, or in exchange for or
in lieu of, a Global Security shall be a Global Security except as provided in the two paragraphs
immediately following.



     If at any time the Depositary for any Securities of a series represented by one or more Global
Securities notifies the Company that it is unwilling or unable to continue as Depositary for such
Securities or if at any time the Depositary for such Securities shall no longer be eligible to
continue as Depositary under Section 3.1 or ceases to be a clearing agency registered under the
Exchange Act, the Company shall appoint a successor Depositary with respect to such Securities. If
a successor Depositary for such Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the Company’s election
pursuant to Section 3.1 that such Securities be represented by one or more Global Securities shall
no longer be effective and the Company will execute and the Trustee, upon receipt of a Company
Order for the authentication and delivery of Definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered form without coupons,
in any authorized denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in exchange for such Global Security
or Securities registered in the names of such Persons as the Depositary shall direct.



     The Company may at any time and in its sole discretion determine that the Securities of any
series issued in the form of one or more Global Securities shall no longer be represented by a
Global Security or Securities. In such event, the Company will execute and the Trustee, upon
receipt of a Company Order for the authentication and delivery of the Definitive Securities of such
series, will authenticate and deliver, Securities, of such series in definitive registered form
without coupons, in any authorized denominations, in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities registered in the names of such Persons as the Depositary shall
direct.



     If specified by the Company pursuant to Section 3.1 with respect to Securities represented by
a Global Security, the Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for Securities of the same series and tenor in definitive registered
form on such terms as are acceptable to the Company, the Trustee and such Depositary. Thereupon,
the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of Securities in definitive registered form, shall authenticate and deliver, without
service charge,



          (a) to the Person specified by such Depositary a new Security or Securities, of the same
series and tenor, of any authorized denominations as requested by such Person, in an aggregate
principal amount equal to and in exchange for such Person’s beneficial interest in the Global
Security; and




          (b) to such Depositary a new Global Security in a denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the aggregate principal
amount of Securities authenticated and delivered pursuant to clause (a) above.




     Every Person who takes or holds any beneficial interest in a Global Security agrees that:



          (a) the Company and the Trustee may deal with the Depositary as sole owner of the Global
Security and as the authorized representative of such Person;





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          (b) such Person’s rights in the Global Security shall be exercised only through the Depositary
and shall be limited to those established by law and agreement between such Person and the
Depositary and/or direct and indirect participants of the Depositary;




          (c) the Depositary and its participants make book-entry transfers of beneficial ownership
among, and receive and transmit distributions of principal and interest on the Global Securities
to, such Persons in accordance with their own procedures; and




          (d) none of the Company, the Trustee, nor any agent of any of them will have any
responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.




Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.




     If any mutilated Security is surrendered to the Trustee, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save each of them and any
agent of any of them harmless, 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 (a) evidence to their satisfaction
of the destruction, loss or theft of any Security and (b) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request 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,
lost or stolen Security shall constitute an original additional contractual obligation of the
Company regardless of whether 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 3.7 Payment of Interest; Interest Rights Preserved.




     Except as otherwise provided as contemplated by Section 3.1 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 (a) or (b) below:



25









 





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




          (b) 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 3.8 Persons Deemed Owners.




     Except as otherwise provided as contemplated by Section 3.1 with respect to any series of
Securities, prior to due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent thereof 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 3.5 and Section 3.7) any interest on such Security and for all other purposes
whatsoever, regardless of whether such Security be overdue, and none of the Company, the Trustee
nor any agent of any of them shall be affected by notice to the contrary.



     No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee and any agent of thereof as the owner of such
Global Security for all purposes whatsoever.



Section 3.9 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 canceled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of in
accordance with its customary practices, and the Trustee shall thereafter deliver to the Company a
certificate with respect to such disposition from time to time upon written request.



26









 





Section 3.10 Computation of Interest.




     Except as otherwise specified as contemplated by Section 3.1 for Securities of any series,
interest on the Securities of each series shall be computed on the basis of a year of twelve 30-day
months.



Section 3.11 CUSIP or CINS Numbers.




     The Company in issuing the Securities may use “CUSIP” or “CINS” numbers (if then generally in
use, and in addition to the other identification numbers printed on the Securities), and, if so,
the Trustee shall use “CUSIP” or “CINS” numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no representation is made as to the
correctness of such “CUSIP” or “CINS” numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected by any defect in
or omission of such “CUSIP” or “CINS” numbers.



ARTICLE FOUR

SATISFACTION AND DISCHARGE




Section 4.1 Satisfaction and Discharge of Indenture.




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



          (a) either





     (i) all such Securities theretofore authenticated and delivered (other than (A) such
Securities which have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 3.6, and (B) such Securities for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 10.3) have been
delivered to the Trustee for cancellation; or




     (ii) all such Securities not theretofore delivered to the Trustee for cancellation




     (A) have become due and payable, or




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




     (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,


and the Company, in the case of (A), (B) or (C) above, has deposited or caused to be deposited with
the Trustee as trust funds in trust for such purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation,
for principal (and premium, if any) and interest to the date of such deposit (in the case of
Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be, together with instructions from the Company irrevocably directing the Trustee to apply
such funds to the payment thereof at maturity or redemption, as the case may be;




          (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company
with respect to such Securities; and




27









 








          (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, which, taken together, state that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture with respect to such Securities have been complied
with.




     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Securities of any series, (x) the obligations of the Company to the Trustee under Section 6.7, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and the right of the
Trustee to resign under Section 6.10 shall survive, and (y) if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the obligations of the Company and the Trustee
under Section 4.2, Section 6.6 and Section 10.2 and the last paragraph of Section 10.3 shall
survive.



Section 4.2 Application of Trust Money.




     Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the
Trustee pursuant to Section 4.1 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 any premium and interest for whose payment
such money has been deposited with the Trustee.



ARTICLE FIVE

REMEDIES




Section 5.1 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):



          (a) 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 (regardless of whether
such payment is prohibited by the provisions of Article Fourteen hereof); or




          (b) default in the payment of the principal of (or premium, if any, on) any Security of that
series at its Maturity (regardless of whether such payment is prohibited by the provisions of
Article Fourteen hereof); or




          (c) default in the performance, or breach, of any covenant set forth in Article Ten in this
Indenture (other than a covenant 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 by the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or




          (d) default in the performance, or breach, of any covenant in this Indenture (other than a
covenant in Article Ten or any other covenant 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 180 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities of 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




          (e) the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of any order for relief against it in an involuntary
case, (iii) consents to the





28









 







 appointment of a Custodian of it or for all or substantially all of its
property, or (iv) makes a general assignment for the benefit of its creditors; or




          (f) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that
(i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the
Company or for all or substantially all of its property, or (iii) orders the liquidation of the
Company; and the order or decree remains unstayed and in effect for 30 consecutive days; or




          (g) default in the deposit of any sinking fund payment when due; or




          (h) any other Event of Default provided with respect to Securities of that series in
accordance with Section 3.1.




Section 5.2 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 a specified percentage in
aggregate principal amount of the Outstanding Securities of that series may declare the principal
amount (or, if the Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) 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. Notwithstanding the foregoing, if an Event of
Default specified in clause (e) or (f) of Section 5.1 occurs, the Securities of any series at the
time Outstanding shall be due and payable immediately without further action or notice.



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



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





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




     (ii) 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,




     (iii) 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




     (iv) 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



          (b) 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 5.13.




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



Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.




     The Company covenants that if:



29









 





          (a) default is made in the payment of any installment of interest on any Security when such
interest becomes due and payable and such default continues for a period of 30 days (regardless of
whether such payment is prohibited by the provisions of Article Fourteen hereof), or




          (b) default is made in the payment of the principal of (or premium, if any, on) any Security
at the Maturity thereof (regardless of whether such payment is prohibited by the provisions of
Article Fourteen hereof),



the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities, the whole amount then due and payable 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 any 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 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 or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of the property of the
Company or any other obligor upon such Securities, wherever situated.



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



Section 5.4 Trustee May File Proofs of Claim.




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



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




          (b) 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, if 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 6.7.




     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, compromise,
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;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.



30









 





Section 5.5 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 5.6 Application of Money Collected.




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



     FIRST: To the payment of all amounts due the Trustee under Section 6.7;



     SECOND: Subject to Article Fourteen, 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: The balance, if any, to the Company.



Section 5.7 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:



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




          (b) 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;




          (c) 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;




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




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




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



31









 





Section 5.8 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 3.5 and Section 3.7) 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 5.9 Restoration of Rights and Remedies.




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



Section 5.10 Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



Section 5.11 Delay or Omission Not Waiver.




     To fullest extent permitted by applicable law, no delay or omission of the Trustee or of any
Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article Five 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 5.12 Control by Holders.




     The Holders of not less than 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, however, that:



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




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




          (c) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall determine that the proceeding so
directed would involve the Trustee in personal liability.




Section 5.13 Waiver of Past Defaults.




     By written notice to the Company and the Trustee, 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:



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          (a) a continuing default in the payment of the principal of or any premium or interest on any
Security of such series, or




          (b) a default 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 5.14 Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant, other than
the Trustee, in such suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any Security on or after the
Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).



Section 5.15 Waiver of Stay or Extension Laws.




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



ARTICLE SIX

THE TRUSTEE




Section 6.1 Certain Duties and Responsibilities.




          (a) Except during the continuance of an Event of Default,





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




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether they conform to the requirements of this
Indenture.



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




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





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




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




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




     (iv) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.



          (d) Regardless of whether therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee shall
be subject to the provisions of this Section.




Section 6.2 Notice of Defaults.




     Within 90 days after the occurrence of any Default hereunder with respect to the Securities of
any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as
their names and addresses appear in the Security Register, notice of such Default hereunder known
to the Trustee, unless such Default shall have been cured or waived; provided, however, that,
except in the case of a Default in the payment of the principal of or any premium or interest on
any Security of such series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee may withhold from Holders of Securities notice of any
continuing Default or Event of Default if the Trustee in good faith determines that the withholding
of such notice is in the interest of the Holders of Securities of such series; and, provided,
further, that in the case of any Default of the character specified in Section 5.1(c) with respect
to Securities of such series, no such notice to Holders shall be given until at least 90 days after
the occurrence thereof and that in the case of any Default of the character specified in Section
5.1(d) with respect to Securities of such series, no such notice to Holders shall be given until at
least 180 days after the occurrence thereof.



Section 6.3 Certain Rights of Trustee.



     Subject to the provisions of Section 6.1:



          (a) the Trustee may conclusively rely and shall be fully 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;




          (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order (other than delivery of any Security to the Trustee for
authentication and delivery pursuant to Section 3.3, which shall be sufficiently evidenced as
provided therein) 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




34









 







be herein specifically prescribed) shall be entitled to receive and
may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;




          (d) the Trustee may consult with counsel and the 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;




          (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 and shall not be responsible for the supervision of officers and employees
of such agents or attorneys;




          (h) the Trustee may request that the Company deliver an Officer’s Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified
actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;




          (i) the Trustee shall be entitled to the rights and protections afforded to the Trustee
pursuant to this Article Six in acting as a Paying Agent or Security Registrar hereunder; and



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




Section 6.4 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. Neither the Trustee nor any
Authenticating Agent makes any 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 6.5 May Hold Securities.




     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company in its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act and Section 6.8,
Section 6.9 and Section 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other
agent.



35









 





Section 6.6 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 in writing with the Company.



Section 6.7 Compensation and Reimbursement.




     The Company agrees:



          (a) 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);




          (b) 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




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




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



     Without limiting any rights available to the Trustee under applicable law, when the Trustee
incurs expenses or renders services in connection with an Event of Default specified in Section
5.1(e) or Section 5.1(f), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services of the Trustee are intended to constitute expenses
of administration under any applicable Bankruptcy Law.



     The provisions of this Section 6.7 shall survive the satisfaction and discharge of this
Indenture and the Legal Defeasance of the Securities.



Section 6.8 Disqualification; Conflicting Interests.




     Reference is made to Section 310(b) of the Trust Indenture Act. There shall be excluded from
the operation of Section 310(b)(1) of the Trust Indenture Act this Indenture with respect to the
Securities of more than one series.



Section 6.9 Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having a combined capital
and surplus required by the Trust Indenture Act, subject to supervision or examination by Federal
or State authority. If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. The
Trustee shall not be an obligor upon the Securities or an Affiliate thereof. 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 Six.




36











 





Section 6.10 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 6.11.




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




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




          (d) If at any time:





     (i) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act
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




     (ii) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign
after written request therefor by the Company or by any such Holder, or




     (iii) 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, (A) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B)
subject to Section 5.14, 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 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities
of any series shall have been so appointed by the Company or the Holders and accepted appointment
in the manner required by Section 6.11, 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 1.7. 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.





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Section 6.11 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 retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (i)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein and each such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates; but, on request of the
Company, or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder with respect
to the Securities of that or those series to which the appointment of such successor Trustee
relates.




          (c) Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in paragraph (a) or (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 and the Trust Indenture
Act.




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




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



Section 6.13 Preferential Collection of Claims Against Company.




     Reference is made to Section 311 of the Trust Indenture Act. For purposes of Section 311(b) of
the Trust Indenture Act,



38









 





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




          (b) the term “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing
the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise
and which is secured by documents evidencing title to, possession of, or a lien upon, the goods,
wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or
merchandise previously constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.




Section 6.14 Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities
of such series issued upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all times be a
corporation organized and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such 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 all or
substantially all of the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.



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



     Except with respect to an Authenticating Agent appointed at the request of the Company, the
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for
its services under this Section 6.14, and the Trustee shall be entitled to be reimbursed by the
Company for such payments, subject to the provisions of Section 6.7.



39









 





     If an appointment with respect to one or more series is made pursuant to this Section 6.14,
the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternate certificate of authentication in the following form:



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



	 	 	 	 	 
	 	[                                        ],

As Trustee

 	 
	 	By:  	 	 
	 	 	As Authenticating Agent 	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Officer 	 
	 	 	 	 



ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY




Section 7.1 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 more than 15 days after each Regular Record Date for a series of
Securities, a list for such series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series as of such Regular
Record Date, and




          (b) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished;



provided, however, that if and so long as the Trustee shall be the Security Registrar, no such list
need be furnished with respect to such series of Securities.




Section 7.2 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 7.1 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 7.1
upon receipt of a new list so furnished.




          (b) If three or more Holders (herein referred to as “applicants”) apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the Trustee shall, within five
business days after the receipt of such application, at its election, either





     (i) afford such applicants access to the information preserved at the time by the
Trustee in accordance with Section 7.2(a), or




     (ii) inform such applicants as to the approximate number of Holders whose names and
addresses appear in the information preserved at the time by the Trustee in accordance with
Section 7.2(a), and as to



40









 







the approximate cost of mailing to such Holders the form of proxy
or other communication, if any, specified in such application.



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



          (c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and
the Trustee that none of the Company nor the Trustee nor any agent of any of them shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders in accordance with Section 7.2(b), regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of mailing any material
pursuant to a request made under Section 7.2(b).




Section 7.3 Reports by Trustee.




     Any Trustee’s report required pursuant to Section 313(a) of the Trust Indenture Act shall be
dated as of May 15, and shall be transmitted within 60 days after May 15 of each year (but in all
events at intervals of not more than 12 months), commencing with the year 20___, by mail to all
Holders, as their names and addresses appear in the Security Register. 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 SEC and with the Company. The Company will
notify the Trustee when any Securities are listed on any stock exchange.



Section 7.4 Reports by Company.




     So long as clauses (1), (2) and (3) of Section 314(a) of the Trust Indenture Act (or any
successor provisions of law) are applicable to this Indenture, the Company shall:



          (a) file with the Trustee, within 15 days after the Company files the same with the SEC,
copies of the annual reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may from time to time by rules and regulations
prescribe) which the Company may be required to file with the SEC pursuant to Section 13 or Section
15(d) of the Exchange Act; or, if the Company is not required to file information, documents or
reports pursuant to either of said Sections, then it shall file with the Trustee and the SEC, in
accordance with rules and regulations prescribed from time to time by the SEC, such of the
supplementary and periodic information, documents and reports which may be required pursuant to
Section 13 of the Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and regulations;




          (b) file with the Trustee and the SEC, in accordance with rules and regulations prescribed
from time to time by the SEC, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and




          (c) transmit by mail to all Holders, as their names and addresses appear in the Security
Register, within 30 days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to



41









 






be filed by the Company pursuant to clauses (a) and
(b) of this Section as may be required by rules and regulations prescribed from time to time by the
SEC.




ARTICLE EIGHT

CONSOLIDATION, AMALGAMATION, MERGER AND SALE




Section 8.1 Company May Consolidate, Etc., Only on Certain Terms.




     The Company shall not consolidate or merge with or into any other Person or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of the properties and assets of
the Company on a consolidated basis to any other Person unless:



          (a) either: (i) the Company is the surviving Person; or (ii) the Person formed by or surviving
any such consolidation, amalgamation or merger or resulting from such conversion (if other than the
Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made
is a corporation, limited liability company or limited partnership organized or existing under the
laws of the United States, any state of the United States or the District of Columbia;




          (b) the Person formed by or surviving any such conversion, consolidation, amalgamation or
merger (if other than the Company) or the Person to which such sale, assignment, transfer,
conveyance or other disposition has been made assumes all the obligations of the Company under the
Securities and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;




          (c) immediately after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing; and




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




Section 8.2 Successor Substituted.




     Upon any consolidation or merger of the Company with or into any other Person or any sale,
conveyance, transfer, lease or other disposition of all or substantially all of the properties and
assets of the Company on a consolidated basis in accordance with Section 8.1, the successor or
resulting Person formed by or resulting upon such consolidation or merger (if other than the
Company) or to which such sale, conveyance, transfer, lease or other disposition 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 Company shall be relieved of
all obligations and covenants under this Indenture and the Securities.



ARTICLE NINE

AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.1 Without Consent of Holders.




     The Company and the Trustee may amend or supplement this indenture or the Securities without
the consent of any holder of a Security:



          (a) to cure any ambiguity or to correct or supplement any provision herein that may be
inconsistent with any other provision herein; or




          (b) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and, to the extent applicable, to the Securities;
or





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          (c) to provide for uncertificated Securities in addition to or in place of certificated
Securities; provided that the uncertificated Securities are issued in registered form for purposes
of Section 163(f) of the Code, or in the manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of the Code; or




          (d) to secure the Securities of any series; or




          (e) to add to the covenants of the Company such further covenants, restrictions, conditions or
provisions as the Company shall consider to be appropriate for the benefit of the Holders of all or
any series of Securities (and if such covenants, restrictions, conditions or provisions 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 and to make the occurrence, or the occurrence and continuance, of a
Default in any such additional covenants, restrictions, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies provided in this Indenture
as herein set forth; provided, that in respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the case of other
defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit
the remedies available to the Trustee upon such an Event of Default or may limit the right of the
Holders of a majority in aggregate principal amount of the Securities of such series to waive such
an Event of Default; or




          (f) to make any change to any provision of this Indenture that does not adversely affect the
rights or interests of any Holder of Securities; or




          (g) provide for the issuance of additional Securities in accordance with the provisions set
forth in this Indenture on the date of this Indenture; or




          (h) to add any additional Defaults or Events of Default in respect of all or any series of
Securities; or




          (i) to add to, change or eliminate 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, registrable
or not registrable as to principal, and with or without interest coupons; or




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




          (k) to establish the form or terms of Securities of any series as permitted by Section 2.1 and
Section 3.1, including to reopen any series of any Securities as permitted under Section 3.1; or




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




          (m) to conform the text of the indenture (and/or any supplemental indenture) or any debt
securities issued thereunder to any provision of a description of such debt securities appearing in
a prospectus or prospectus supplement or an offering memorandum or offering circular to the extent
that such provision was intended to be a verbatim recreation of a provision of the indenture
(and/or any supplemental indenture) or any debt securities issued thereunder; or




          (n) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be
necessary to effect the qualification of this Indenture under the Trust Indenture Act or under any
similar federal statute subsequently enacted, and to add to this Indenture such other provisions as
may be expressly required under the Trust Indenture Act.





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     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, the Trustee is hereby
authorized to join with the Company in the execution of any such supplemental indenture, to make
any further appropriate agreements and stipulations that may be therein contained and to accept the
conveyance, transfer, assignment, mortgage, charge or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.



Section 9.2 With Consent of Holders.




     The Company and the Trustee may amend or supplement this Indenture and the Securities with the
consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of
each series of Securities affected by such amendment or supplemental indenture, with each such
series voting as a separate class (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for Securities) and, subject to Section 5.8
and Section 5.13 hereof, any existing Default or Event of Default or compliance with any provision
of this Indenture or the Securities may be waived with respect to each series of Securities with
the consent of the Holders of a majority in principal amount of the Outstanding Securities of such
series voting as a separate class (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Securities).



     Upon the request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as
aforesaid, and upon receipt by the Trustee of the documents described in Section 6.3 hereof, the
Trustee will join with the Company in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but
will not be obligated to, enter into such amended or supplemental Indenture.



     It is not necessary for the consent of the Holders of Securities under this Section 9.2 to
approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient
if such consent approves the substance of the proposed amendment, supplement or waiver.



     After an amendment, supplement or waiver under this Section 9.2 becomes effective, the Company
will mail to the Holders of Securities affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will
not, however, in any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Section 5.8 and Section 5.13 hereof, the application of or
compliance with, either generally or in any particular instance, of any provision of this
Indenture, the Securities may be waived as to each series of Securities by the Holders of a
majority in aggregate principal amount of the Outstanding Securities of such series. However,
without the consent of each Holder affected, an amendment, supplement or waiver under this Section
9.2 may not (with respect to any Securities held by a non-consenting Holder):



          (a) 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 5.2, or change any Place of Payment where, or the coin
or currency in which, any Security or any premium or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or




          (b) 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




          (c) modify any of the provisions of this Section 9.2, Section 5.8, Section 5.13 or Section
10.6, except to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or



44









 






waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this clause (c) 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, or the deletion of this proviso, in accordance with the
requirements of Section 6.11(b) and Section 9.1(h); or




          (d) waive a redemption payment with respect to any Security; provided, however, that any
purchase or repurchase of Securities shall not be deemed a redemption of the Securities; or




          (e) make any change in the foregoing amendment and waiver provisions.




     A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture that has expressly been included solely for the benefit of one or more particular series
of Securities, or that 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.



Section 9.3 Execution of Supplemental Indentures.




     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.



Section 9.4 Effect of Supplemental Indentures.




     Upon the execution of any supplemental indenture under this Article Nine, 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.



Section 9.5 Conformity with Trust Indenture Act.




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



Section 9.6 Reference in Securities to Supplemental Indentures.




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



ARTICLE TEN

COVENANTS




Section 10.1 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.



45









 





Section 10.2 Maintenance of Office or Agency.




     The Company will maintain in the United States, an office or agency (which may be an office of
the Trustee or Registrar or agent of the Trustee or Registrar) 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.



     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. 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.



     Except as otherwise specified with respect to a series of Securities as contemplated by
Section 3.1, the Company hereby initially designates the office of the Trustee located at
[                    ], as the Company’s office or agency for each such purpose for each series of
Securities.



Section 10.3 Money for Securities Payments to Be Held in Trust.




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



     Whenever the Company shall have one or more Paying Agents for any series of Securities, it
will, prior to each due date of the principal of and any premium or interest on any Securities of
that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium or
interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act. For purposes of this Section 10.3,
should a due date for principal of and any premium or interest on, or sinking fund payment with
respect to any series of Securities not be on a Business Day, such payment shall be due on the next
Business Day without any interest for the period from the due date until such Business Day.



     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:



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




          (b) give the Trustee notice of any Default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal and any premium or interest on
the Securities of that series; and




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




     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay,
to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon



46









 







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.



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



Section 10.4 Existence.




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



Section 10.5 Statement by Officers as to Default.




     Annually, within 150 days after the close of each fiscal year beginning with the first fiscal
year during which one or more series of Securities are Outstanding, the Company will deliver to the
Trustee a brief certificate (which need not include the statements set forth in Section 1.3) from
the principal executive officer, principal financial officer or principal accounting officer of the
Company as to his or her knowledge of the Company’s compliance (without regard to any period of
grace or requirement of notice provided herein) with all conditions and covenants under the
Indenture and, if the Company, shall be in Default, specifying all such Defaults and the nature and
status thereof of which such officer has knowledge.



Section 10.6 Additional Amounts.




     If the Securities of a series provide for the payment of additional amounts (as provided in
Section 3.1(o)), at least 10 days prior to the first Interest Payment Date with respect to that
series of Securities and at least 10 days prior to each date of payment of principal of, premium,
if any, or interest on the Securities of that series if there has been a change with respect to the
matters set forth in the below-mentioned Officer’s Certificate, the Company shall furnish to the
Trustee and the principal Paying Agent, if other than the Trustee, an Officer’s Certificate
instructing the Trustee and such Paying Agent whether such payment of principal of, premium, if
any, or interest on the Securities of that series shall be made to holders of the Securities of
that series without withholding or deduction for or on account of any tax, assessment or other
governmental charge described in the Securities of that series. If any such withholding or
deduction shall be required, then such Officer’s Certificate shall specify by country the amount,
if any, required to be withheld or deducted on such payments to such holders and shall certify the
fact that additional amounts will be payable and the amounts so payable to each holder, and the
Company shall pay to the Trustee or such Paying Agent the additional amounts required to be paid by
this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred without negligence or bad
faith on their part arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officer’s Certificate furnished pursuant to this Section 10.6.



     Whenever in this Indenture there is mentioned, in any context, the payment of the principal of
or any premium, interest or any other amounts on, or in respect of, any Securities of any series,
such mention shall be deemed to include mention of the payment of additional amounts provided by
the terms of such series established hereby or pursuant hereto to the extent that, in such context,
additional amounts are, were or would be payable in respect



47









 







thereof pursuant to such terms, and
express mention of the payment of additional amounts (if applicable) in any provision hereof shall
not be construed as excluding the payment of additional amounts in those provisions hereof where
such express mention is not made.



ARTICLE ELEVEN

REDEMPTION OF SECURITIES




Section 11.1 Applicability of Article.




     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1
for Securities of any series) in accordance with this Article Eleven.



Section 11.2 Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Securities shall be evidenced by 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 15 days prior to the last date for the giving of notice of such
redemption (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities (a) prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company
that is subject to a condition specified in the terms of the Securities of the series to be
redeemed, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance
with such restriction or condition.



Section 11.3 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 45 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 thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series.



     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. If the Securities of any series to be redeemed consist of Securities having
different dates on which the principal is payable or different rates of interest, or different
methods by which interest may be determined or have any other different tenor or terms, then the
Company may, by written notice to the Trustee, direct that the Securities of such series to be
redeemed shall be selected from among the groups of such Securities having specified tenor or terms
and the Trustee shall thereafter select the particular Securities to be redeemed in the manner set
forth in the preceding paragraph from among the group of such Securities so specified.



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



Section 11.4 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.



48









 





     All notices of redemption shall state:



          (a) the Redemption Date,




          (b) the Redemption Price, or if not then ascertainable, the manner of calculation thereof,




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




          (d) 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,




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




          (f) 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 11.5 Deposit of Redemption Price.




     Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.3) 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.



Section 11.6 Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date; provided, however, that
unless otherwise specified with respect to Securities of any series as contemplated in Section 3.1,
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 3.7.



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



Section 11.7 Securities Redeemed in Part.




     Any Security which is to be redeemed only in part 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 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.



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ARTICLE TWELVE

SINKING FUNDS




Section 12.1 Applicability of Article.




     The provisions of this Article Twelve shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as contemplated by Section 3.1
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 12.2.
Each sinking fund payment shall be applied to the redemption of Securities of any series as
provided for by the terms of Securities of such series.



Section 12.2 Satisfaction of Sinking Fund Payments with Securities.




     The Company (a) may deliver Outstanding Securities of a series (other than any previously
called for redemption) and (b) 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 12.3 Redemption of Securities for Sinking Fund.




     Not less than 45 days prior to each sinking fund payment date for any series of Securities
(unless a shorter period shall be satisfactory to the Trustee), the Company will deliver to the
Trustee an Officer’s 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 12.2 and stating the basis
for such credit and that such Securities have not been previously so credited, and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 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 11.3 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 11.4. Such notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Section 11.6 and Section 11.7.



ARTICLE THIRTEEN

DEFEASANCE




Section 13.1 Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, and at any time, elect to have either Section 13.2 or Section 13.3
hereof be applied to all outstanding Securities upon compliance with the conditions set forth below
in this Article Thirteen.



Section 13.2 Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 13.1 hereof of the option applicable to this Section
13.2, the Company will, subject to the satisfaction of the conditions set forth in Section 13.4
hereof, be deemed to have been discharged from their obligations with respect to all outstanding
Securities on the date the conditions set forth below



50









 







are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company will be deemed to have paid
and discharged the entire Debt represented by the outstanding Securities, which will thereafter be
deemed to be “outstanding” only for the purposes of Section 13.5 hereof and the other sections of
this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other
obligations under such Securities and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged hereunder:



          (a) the rights of Holders of Outstanding Securities to receive payments in respect of the
principal of, or interest or premium, if any, on such Securities when such payments are due from
the trust referred to in Section 13.4 hereof;




          (b) the Company’s obligations with respect to such Securities under Section 3.4, Section 3.5,
Section 3.6, Section 10.2 and Section 10.3 hereof;




          (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith; and




          (d) this Article Thirteen.




     Subject to compliance with this Article Thirteen, the Company may exercise its option under
this Section 13.2 notwithstanding the prior exercise of its option under Section 13.3 hereof.



Section 13.3 Covenant Defeasance.




     Upon the Company’s exercise under Section 13.1 hereof of the option applicable to this Section
13.3, the Company will, subject to the satisfaction of the conditions set forth in Section 13.4
hereof, be released from each of their obligations under the covenants contained in Section 7.4,
Section 8.1 and Section 10.4 hereof as well as any Additional Defeasible Provisions (such release
and termination hereinafter referred to as “ Covenant Defeasance"), and the Securities will
thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Securities will not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Securities, the Company
may omit to comply with and will have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 5.1 hereof, but, except as specified above, the
remainder of this Indenture and such Securities will be unaffected thereby. In addition, upon the
Company’s exercise under Section 13.1 hereof of the option
applicable to this Section 13.3 hereof, subject to the satisfaction of the conditions set
forth in Section 13.4 hereof, Section 5.1(c) and Section 5.1(d) hereof and will not constitute
Events of Default.



Section 13.4 Conditions to Legal or Covenant Defeasance.




     In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 13.2
or Section 13.3 hereof:



          (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the
Holders of the Securities, cash in U.S. dollars, non-callable U.S. Government Obligations, or a
combination of cash in U.S. dollars and non-callable U.S. Government Obligations, in such amounts
as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm,
or firm of independent public accountants to pay the principal of, or interest and premium, if any,
on the Outstanding Securities on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Company must specify whether the Securities are being
defeased to such stated date for payment or to a particular redemption date;





51









 








          (b) in the case of an election under Section 13.2 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming that:





     (i) the Company has received from, or there has been published by, the Internal Revenue
Service a ruling; or




     (ii) since the Issue Date, there has been a change in the applicable federal income tax
law,


in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the
Holders of the Outstanding Securities will not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;




          (c) in the case of an election under Section 13.3 hereof, the Company must deliver to the
Trustee an Opinion of Counsel confirming that the Holders of the Outstanding Securities will not
recognize income, gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not occurred;




          (d) no Default or Event of Default has occurred and is continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds to be applied to
such deposit);




          (e) the deposit will not result in a breach or violation of, or constitute a default under,
any other instrument to which the Company is a party or by which the Company is bound;




          (f) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than this Indenture) to
which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound;




          (g) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit
was not made by the Company with the intent of preferring the Holders of Securities over the other
creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company or others;




          (h) the Company must deliver to the Trustee an Officers’ Certificate, stating that all
conditions precedent set forth in clauses (a) through (g) of this Section 13.4 have been complied
with; and




          (i) the Company must deliver to the Trustee an Opinion of Counsel (which Opinion of Counsel
may be subject to customary assumptions, qualifications and exclusions), stating that all
conditions precedent set forth in clauses (b), (c) and (e) of this Section 13.4 have been complied
with; provided that the Opinion of Counsel with respect to clause (e) of this Section 13.4 may be
to the knowledge of such counsel.




Section 13.5 Deposited Money and U.S. Government Obligations to be Held in Trust, Other
Miscellaneous Provisions.




     Subject to Section 13.6 hereof, all money and non-callable U.S. Government Obligation
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 13.5, the “Trustee”) pursuant to Section 13.4 hereof in
respect of the Outstanding Securities will be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be segregated from
other funds except to the extent required by law.



     The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to
Section 13.4 hereof or the



52









 







principal and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of the Holders of the Outstanding
Securities.



     Notwithstanding anything in this Article Thirteen to the contrary, the Trustee will deliver or
pay to the Company from time to time upon the request of the Company any money or non-callable U.S.
Government Obligations held by it as provided in Section 13.4 hereof which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 13.4(a) hereof),
are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.



Section 13.6 Repayment.




     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, premium, if any, or interest on any Security and
remaining unclaimed for two years after such principal, premium, if any, or interest has become due
and payable shall be paid to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Security will thereafter be permitted to look
only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee thereof, will 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 the New York Times
and The Wall Street Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining will be repaid to
the Company.



Section 13.7 Reinstatement.




     If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
U.S. Government Obligations in accordance with Section 13.2 or Section 13.3 hereof, as the case may
be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this
Indenture and the Securities will be revived and reinstated as though no
deposit had occurred pursuant to Section 13.2 or Section 13.3 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.2 or
Section 13.3 hereof, as the case may be; provided, however, that, if the Company makes any payment
of principal of, premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of such Securities to
receive such payment from the money held by the Trustee or Paying Agent.



ARTICLE FOURTEEN

SUBORDINATION OF SECURITIES




Section 14.1 Securities Subordinated to Senior Debt.




     The Company and the Trustee each covenants and agrees, and each Holder, by its acceptance of a
Security, likewise covenants and agrees that all Securities shall be issued subject to the
provisions of this Article Fourteen; and each Person holding any Security, whether upon original
issue or upon transfer, assignment or exchange thereof, accepts and agrees that the payment of the
principal of, interest and premium, if any, on each and all of the Securities shall, to the extent
and in the manner set forth in this Article Fourteen, be subordinated in right of payment to the
prior payment in full, in cash or cash equivalents, of all existing and future Senior Debt.



Section 14.2 No Payment on Securities in Certain Circumstances.




          (a) No direct or indirect payment by or on behalf of the Company of the principal of, interest
and premium, if any, on each and all of the Securities (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with this Indenture), whether
pursuant to the terms of the Securities or upon acceleration or otherwise shall be made if, at the
time of such payment, there exists a default in the payment of



53









 






all or any portion of the
obligations on any Senior Debt and such default shall not have been cured or waived or the benefits
of this sentence waived by or on behalf of the holders of such Senior Debt.




          (b) During the continuance of any other event of default with respect to any Designated Senior
Debt pursuant to which the maturity thereof may be accelerated, upon receipt by the Trustee of
written notice from the trustee or other representative for the holders of such Designated Senior
Debt (or the holders of at least a majority in principal amount of such Designated Senior Debt then
outstanding), no payment of the principal of, interest or premium, if any, on each and all of the
Securities (other than with the money, securities or proceeds held under any defeasance trust
established in accordance with this Indenture) may be made by or on behalf of the Company upon or
in respect of the Securities for a period (a “Payment Blockage Period”) commencing on the date of
receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage
Period has been terminated by written notice to the Trustee from such trustee of, or other
representatives for, such holders or by payment in full in cash or cash equivalents of such
Designated Senior Debt or such event of default has been cured or waived). Not more than one
Payment Blockage Period may be commenced with respect to the Securities during any period of 360
consecutive days. Notwithstanding anything in this Indenture to the contrary, there must be 180
consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event
of default that existed or was continuing (it being acknowledged that any subsequent action that
would give rise to an event of default pursuant to any provision under which an event of default
previously existed or was continuing shall constitute a new event of default for this purpose) on
the date of the commencement of any Payment Blockage Period with respect to the Designated Senior
Debt initiating such Payment Blockage Period shall be, or shall be made, the basis for the
commencement of a second Payment Blockage Period by the trustee or other representative for the
holders of such Designated Senior Debt, whether or not within a period of 360 consecutive days,
unless such event of default shall have been cured or waived for a period of not less than 90
consecutive days.




          (c) In the event that, notwithstanding the foregoing, any payment shall be received by the
Trustee or any Holder when such payment is prohibited by clause (a) or (b) above, the Trustee shall
promptly notify the holders of Senior Debt of such prohibited payment and such payment shall be
held in trust for the benefit of, and shall be paid
over or delivered to, the holders of Senior Debt or their respective representatives, or to
the trustee or trustees under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, but only to the extent that, upon notice from the
Trustee to the holders of Senior Debt that such prohibited payment has been made, the holders of
the Senior Debt (or their representative or representatives of a trustee) within 30 days of receipt
of such notice from the Trustee notify the Trustee of the amounts then due and owing on the Senior
Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Debt and any excess above such amounts due and owing on Senior Debt shall be paid
to the Company.




Section 14.3 Payment over Proceeds upon Dissolution, Etc.




          (a) Upon any payment or distribution of assets or securities of the Company of any kind or
character, whether in cash, property or securities (other than with the money, securities or
proceeds held under any defeasance trust established in accordance with this Indenture), in
connection with any dissolution or winding up or total or partial liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to
become due upon all Senior Debt shall first be paid in full, in cash or cash equivalents, before
the Holders or the Trustee on their behalf shall be entitled to receive any payment by (or on
behalf of) the Company on account of the Securities, or any payment to acquire any of the
Securities for cash, property or securities, or any distribution with respect to the Securities of
any cash, property or securities. Before any payment may be made by, or on behalf of, the Company
on any Security (other than with the money, securities or proceeds held under any defeasance trust
established in accordance with this Indenture), in connection with any such dissolution, winding
up, liquidation or reorganization, any payment or distribution of assets or securities for the
Company of any kind or character, whether in cash, property or securities, to which the Holders or
the Trustee on their behalf would be entitled, but for the provisions of this Article Fourteen,
shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person making such payment or distribution or by the Holders or the Trustee if
received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the
basis of the respective amounts of Senior Debt held by such holders) or their representatives or to
any trustee or trustees under any indenture pursuant to which any such Senior Debt may have been
issued, as their respective interests appear, to



54









 






the extent necessary to pay all such Senior Debt
in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of such Senior Debt.




          (b) To the extent any payment of Senior Debt (whether by or on behalf of the Company, as
proceeds of security or enforcement of any right of setoff or otherwise) is declared to be
fraudulent or preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then if such payment is recovered by, or paid
over to, such receiver, trustee in bankruptcy, liquidating trustee or other similar Person, the
Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated
and outstanding as if such payment had not occurred. To the extent the obligation to repay any
Senior Debt is declared to be fraudulent, invalid, or otherwise set aside under any bankruptcy,
insolvency, receivership, fraudulent conveyance or similar law, then the obligation so declared
fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect
thereto had such obligation not been so affected) shall be deemed to be reinstated and outstanding
as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not
occurred.




          (c) In the event that, notwithstanding the provision in clause (a) above prohibiting such
payment or distribution, any payment or distribution of assets or securities of the Company of any
kind or character, whether in cash, property or securities, shall be received by the Trustee or any
Holder at a time when such payment or distribution is prohibited by clause (a) above and before all
obligations in respect of Senior Debt are paid in full, in cash or cash equivalents, such payment
or distribution shall be received and held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Debt (pro rata to such holders on the basis of the respective
amounts of Senior Debt held by such holders) or their representatives or to any trustee or trustees
under any indenture pursuant to which any such Senior Debt may have been issued, as their
respective interests appear, for application to the payment of all such Senior Debt remaining
unpaid, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.




          (d) For purposes of this Section 14.3, the words “cash, property or securities” shall not be
deemed to include, so long as the effect of this clause is not to cause the Securities to be
treated in any case or proceeding or similar event described in this Section 14.3 as part of the
same class of claims as the Senior Debt or any class of claims pari passu with, or senior to, the
Senior Debt for any payment or distribution, securities of the Company or any other Person provided
for by a plan of reorganization or readjustment that are subordinated, at least to the extent that
the Securities are subordinated, to the payment of all Senior Debt then outstanding; provided that
(i) if a new Person results from such reorganization or readjustment, such Person assumes the
Senior Debt and (ii) the rights of the holders of the Senior Debt are not, without the consent of
such holders, altered by such reorganization or readjustment. The consolidation of the Company
with, or the merger of the Company with or into, another Person or the liquidation or dissolution
of the Company following the sale, conveyance, transfer, lease or other disposition of all or
substantially all of its property and assets to another Person upon the terms and conditions
provided in Section 8.1 of this Indenture shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section 14.3 if such other Person shall, as
a part of such consolidation, merger, sale, conveyance, transfer, lease or other disposition,
comply (to the extent required) with the conditions stated in Section 8.1 of this Indenture.




Section 14.4 Subrogation.




          (a) Upon the payment in full of all Senior Debt in cash or cash equivalents, the Holders shall
be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of
cash, property or securities of the Company made on such Senior Debt until the principal of,
premium, if any, and interest on the Securities shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of the Senior Debt of any cash,
property or securities to which the Holders or the Trustee on their behalf would be entitled except
for the provisions of this Article Fourteen, and no payment pursuant to the provisions of this
Article Fourteen to the holders of Senior Debt by the Holders or the Trustee on their behalf shall,
as between the Company, its creditors other than holders of Senior Debt, and the Holders, be deemed
to be a payment by the Company to or on account of the Senior Debt. It is understood that the
provisions of this Article Fourteen are intended solely for the purpose of defining the relative
rights of the Holders, on the one hand, and the holders of the Senior Debt, on the other hand.





55









 








          (b) If any payment or distribution to which the Holders would otherwise have been entitled but
for the provisions of this Article Fourteen shall have been applied, pursuant to the provisions of
this Article Fourteen, to the payment of all amounts payable under Senior Debt, then, and in such
case, the Holders shall be entitled to receive from the holders of such Senior Debt any payments or
distributions received by such holders of Senior Debt in excess of the amount required to make
payment in full, in cash or cash equivalents, of such Senior Debt of such holders.




Section 14.5 Obligations of Company Unconditional.




          (a) Nothing contained in this Article Fourteen or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company and the Holders, the obligation of
the Company, which is absolute and unconditional, to pay to the Holders the principal of, premium,
if any, and interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative rights of the Holders
and creditors of the Company other than the holders of the Senior Debt, nor shall anything herein
or therein prevent the Holders or the Trustee on their behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article Fourteen of the holders of the Senior Debt.




          (b) Without limiting the generality of the foregoing, nothing contained in this Article
Fourteen will restrict the right of the Trustee or the Holders to take any action to declare the
Securities to be due and payable prior to their Stated Maturity pursuant to Section 5.1 of this
Indenture or to pursue any rights or remedies hereunder; provided, however, that all Senior Debt
then due and payable or thereafter declared to be due and payable shall first be paid in
full, in cash or cash equivalents, before the Holders or the Trustee are entitled to receive
any direct or indirect payment from the Company with respect to any Security.




Section 14.6 Notice to Trustee.




          (a) The Company shall give prompt written notice to the Trustee of any fact known to the
Company that would prohibit the making of any payment to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article Fourteen. The Trustee shall not be charged
with the knowledge of the existence of any default or event of default with respect to any Senior
Debt or of any other facts that would prohibit the making of any payment to or by the Trustee
unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to
that effect signed by an Officer of the Company, or by a holder of Senior Debt or trustee or agent
thereof; and prior to the receipt of any such written notice, the Trustee shall, subject to Article
Six, be entitled to assume that no such facts exist; provided that, if the Trustee shall not have
received the notice provided for in this Section 14.6 at least two Business Days prior to the date
upon which, by the terms of this Indenture, any monies shall become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if any, or interest on
any Security), then, notwithstanding anything herein to the contrary, the Trustee shall have full
power and authority to receive any monies from the Company and to apply the same to the purpose for
which they were received, and shall not be affected by any notice to the contrary that may be
received by it on or after such prior date except for an acceleration of the Securities prior to
such application. Nothing contained in this Section 14.6 shall limit the right of the holders of
Senior Debt to recover payments as contemplated by this Article Fourteen. The foregoing shall not
apply if the Paying Agent is the Company. The Trustee shall be entitled to rely on the delivery to
it of a written notice by a Person representing himself or itself to be a holder of any Senior Debt
(or a trustee on behalf of, or other representative of, such holder) to establish that such notice
has been given by a holder of such Senior Debt or a trustee or representative on behalf of any such
holder.




          (b) In the event that the Trustee determines in good faith that any evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article Fourteen, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to the rights of such Person under this Article Fourteen and, if such
evidence is not furnished to the Trustee, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.





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Section 14.7 Reliance on Judicial Order or Certificate of Liquidating Agent.




     Upon any payment or distribution of assets or securities referred to in this Article Fourteen,
the Trustee and the Holders shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation or reorganization
proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person making such payment or distribution, delivered to the
Trustee or to the Holders for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Debt and other Debt of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Fourteen.



Section 14.8 Trustee’s Relation to Senior Debt.




          (a) The Trustee and any Paying Agent shall be entitled to all the rights set forth in this
Article Fourteen with respect to any Senior Debt that may at any time be held by it in its
individual or any other capacity to the same
extent as any other holder of Senior Debt and nothing in this Indenture shall deprive the
Trustee or any Paying Agent of any of its rights as such holder.




          (b) With respect to the holders of Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth in this Article
Fourteen, and no implied covenants or obligations with respect to the holders of Senior Debt shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt (except as provided in Section 14.2 and Section 14.3
of this Indenture) and shall not be liable to any such holders if the Trustee shall in good faith
mistakenly pay over or distribute to Holders of Securities or to the Company or to any other person
cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of
this Article Fourteen or otherwise.




Section 14.9 Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders
of Senior Debt.




     No right of any present or future holders of any Senior Debt to enforce subordination as
provided in this Article Fourteen will at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by the Company with the terms of this Indenture, regardless of
any knowledge thereof that any such holder may have or otherwise be charged with. The provisions of
this Article Fourteen are intended to be for the benefit of, and shall be enforceable directly by,
the holders of Senior Debt.



Section 14.10 Holders Authorize Trustee to Effectuate Subordination of Securities.




     Each Holder by his acceptance of any Securities authorizes and expressly directs the Trustee
on his behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article Fourteen, and appoints the Trustee his attorney-in-fact for
such purposes, including, in the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or otherwise) tending
towards liquidation of the property and assets of the Company, the filing of a claim for the unpaid
balance of its Securities in the form required in those proceedings. If the Trustee does not file a
proper claim or proof in indebtedness in the form required in such proceeding at least 30 days
before the expiration of the time to file such claim or claims, each holder of Senior Debt is
hereby authorized to file an appropriate claim for and on behalf of the Holders.



Section 14.11 Not to Prevent Events of Default.




     The failure to make a payment on account of principal of, premium, if any, or interest on the
Securities by reason of any provision of this Article Fourteen will not be construed as preventing
the occurrence of an Event of Default.



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Section 14.12 Trustee’s Compensation Not Prejudiced.




     Nothing in this Article Fourteen will apply to amounts due to the Trustee pursuant to other
sections of this Indenture, including Section 6.7.



Section 14.13 No Waiver of Subordination Provisions.




     Without in any way limiting the generality of Section 14.9, the holders of Senior Debt may, at
any time and from time to time, without the consent of or notice to the Trustee or the Holders,
without incurring responsibility to the Holders and without impairing or releasing the
subordination provided in this Article Fourteen or the obligations hereunder of the Holders to the
holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding or secured; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d)
exercise or refrain from exercising any rights against the Company and any other Person.



Section 14.14 Payments May Be Paid Prior to Dissolution.




     Nothing contained in this Article Fourteen or elsewhere in this Indenture shall prevent (i)
the Company, except under the conditions described in Section 14.2 or Section 14.3, from making
payments of principal of, premium, if any, and interest on the Securities, or from depositing with
the Trustee any money for such payments, or (ii) the application by the Trustee of any money
deposited with it for the purpose of making such payments of principal of, premium, if any, and
interest on the Securities to the holders entitled thereto unless, at least two Business Days prior
to the date upon which such payment becomes due and payable, the Trustee shall have received the
written notice provided for in Section 14.2(b) of this Indenture (or there shall have been an
acceleration of the Securities prior to such application) or in Section 14.15 of this Indenture.
The Company shall give prompt written notice to the Trustee of any dissolution, winding up,
liquidation or reorganization of the Company.



Section 14.15 Trust Moneys Not Subordinated.




     Notwithstanding anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article Four by the Trustee for the payment of
principal of, premium, if any, and interest on the Securities shall not be subordinated to the
prior payment of any Senior Debt (provided that, at the time deposited, such deposit did not
violate any then outstanding Senior Debt), and none of the Holders shall be obligated to pay over
any such amount to any holder of Senior Debt.



* * *




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



	 	 	 	 	 	 	 
	 	 	ENTERPRISE GP HOLDINGS L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: EPE Holdings, LLC, its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	[                                        ]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 







59