exv4w9




Exhibit 4.9


 

 






EOG Resources, Inc.




To




Wells Fargo Bank, NA

Trustee




____________________




Indenture




Dated
as of May 18, 2009




____________________




 




 

 






 









 








EOG RESOURCES, INC.




Certain Sections of this Indenture relating to

Sections 310 through 318, inclusive, of the

Trust Indenture Act of 1939:




	 	 	 	 	 	 
	Trust Indenture	 	 	 	Indenture
	Act Section	 	 	 	Section
	§ 310

	(a)(1)
	 	 
	 	609 
	 

	(a)(2)
	 	 	 	609 
	 

	(a)(3)
	 	 	 	Not Applicable
	 

	(a)(4)
	 	 	 	Not Applicable
	 

	(b)
	 	 	 	608 
	 

	 	 	 	 	610 
	§ 311

	(a)
	 	 	 	613 
	 

	(b)
	 	 	 	613 
	§ 312

	(a)
	 	 	 	701 
	 

	 	 	 	 	702(a) 
	 

	(b)
	 	 	 	702(b) 
	 

	(c)
	 	 	 	702(c) 
	§ 313

	(a)
	 	 	 	703(a) 
	 

	(b)
	 	 	 	703(a) 
	 

	(c)
	 	 	 	703(a) 
	 

	(d)
	 	 	 	703(b) 
	§ 314

	(a)
	 	 	 	704 
	 

	(a)(4)
	 	 	 	101 
	 

	 	 	 	 	1004 
	 

	(b)
	 	 	 	Not Applicable
	 

	(c)(1)
	 	 	 	102 
	 

	(c)(2)
	 	 	 	102 
	 

	(c)(3)
	 	 	 	Not Applicable
	 

	(d)
	 	 	 	Not Applicable
	 

	(e)
	 	 	 	102 
	§ 315

	(a)
	 	 	 	601 
	 

	(b)
	 	 	 	602 
	 

	(c)
	 	 	 	601 
	 

	(d)
	 	 	 	601 
	 

	(e)
	 	 	 	514 
	§ 316

	(a)
	 	 	 	101 
	 

	(a)(1)(A)
	 	 	 	502 
	 

	 	 	 	 	512 
	 

	(a)(1)(B)
	 	 	 	513 
	 

	(a)(2)
	 	 	 	Not Applicable
	 

	(b)
	 	 	 	508 
	 

	(c)
	 	 	 	104(c) 
	§ 317

	(a)(1)
	 	 	 	503 
	 

	(a)(2)
	 	 	 	504 
	 

	(b)
	 	 	 	1003 
	§ 318

	(a)
	 	 	 	107 








 




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






 











 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE ONE.	 	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	 	1	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	Section 101.	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	“Acquisition Lien”	 	 	2	 
	 	 	 	 	“Act”	 	 	2	 
	 	 	 	 	“Affiliate”	 	 	2	 
	 	 	 	 	“Authenticating Agent”	 	 	2	 
	 	 	 	 	“Board of Directors”	 	 	2	 
	 	 	 	 	“Board Resolution”	 	 	2	 
	 	 	 	 	“Business Day”	 	 	2	 
	 	 	 	 	“Commission”	 	 	2	 
	 	 	 	 	“Company”	 	 	2	 
	 	 	 	 	“Company Request”	 	 	3	 
	 	 	 	 	“Consolidated Net Tangible Assets”	 	 	3	 
	 	 	 	 	“Corporate Trust Office”	 	 	3	 
	 	 	 	 	“corporation”	 	 	3	 
	 	 	 	 	“Defaulted Interest”	 	 	3	 
	 	 	 	 	“Depository”	 	 	3	 
	 	 	 	 	“Eligible Obligations”	 	 	3	 
	 	 	 	 	“Event of Default”	 	 	3	 
	 	 	 	 	“Federal Bankruptcy Act”	 	 	3	 
	 	 	 	 	“Funded Debt”	 	 	3	 
	 	 	 	 	“Global Security”	 	 	3	 
	 	 	 	 	“Holder”	 	 	3	 
	 	 	 	 	“indebtedness”	 	 	3	 
	 	 	 	 	“Indenture”	 	 	4	 
	 	 	 	 	“interest”	 	 	4	 
	 	 	 	 	“Interest Payment Date”	 	 	4	 
	 	 	 	 	“Lien”	 	 	4	 
	 	 	 	 	“Maturity”	 	 	5	 
	 	 	 	 	“Officers’ Certificate”	 	 	5	 
	 	 	 	 	“Opinion of Counsel”	 	 	5	 
	 	 	 	 	“Original Issue Discount Security”	 	 	5	 
	 	 	 	 	“Outstanding”	 	 	5	 
	 	 	 	 	“Paying Agent”	 	 	6	 
	 	 	 	 	“Permitted Encumbrance”	 	 	6	 
	 	 	 	 	“Person”	 	 	8	 
	 	 	 	 	“Place of Payment”	 	 	9	 
	 	 	 	 	“Predecessor Security”	 	 	9	 
	 	 	 	 	“Principal Property”	 	 	9	 
	 	 	 	 	“Redemption Date”	 	 	9	 
	 	 	 	 	“Redemption Price”	 	 	9	 





-i-




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	“Regular Record Date”	 	 	9	 
	 	 	 	 	“Responsible Officer”	 	 	9	 
	 	 	 	 	“Securities”	 	 	10	 
	 	 	 	 	“Security Register” and “Security Registrar”	 	 	10	 
	 	 	 	 	“Special Record Date”	 	 	10	 
	 	 	 	 	“Stated Maturity”	 	 	10	 
	 	 	 	 	“Subsidiary”	 	 	10	 
	 	 	 	 	“Trustee”	 	 	10	 
	 	 	 	 	“Trust Indenture Act”	 	 	10	 
	 	 	 	 	“U.S. Government Obligations”	 	 	10	 
	 	 	 	 	“Vice President”	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 102.	 	Compliance Certificates and Opinions	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 103.	 	Form of Documents Delivered to Trustee	 	 	11	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 104.	 	Acts of Holders; Record Dates	 	 	12	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 105.	 	Notices, Etc., to Trustee and Company	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 106.	 	Notice to Holders; Waiver	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 107.	 	Conflict with Trust Indenture Act	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 108.	 	Effect of Headings and Table of Contents	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 109.	 	Successors and Assigns	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 110.	 	Separability Clause	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 111.	 	Benefits of Indenture	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 112.	 	Governing Law	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 113.	 	Interest Limitation	 	 	14	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 114.	 	Legal Holidays	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE TWO.	 	SECURITY FORMS	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 201.	 	Forms Generally	 	 	15	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 202.	 	Form of Face of Security	 	 	16	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 203.	 	Form of Reverse of Security	 	 	18	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 204.	 	Form of Legend for Global Securities	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 205.	 	Form of Trustee’s Certificate of Authentication	 	 	21	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE THREE.	 	THE SECURITIES	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 301.	 	Amount Unlimited; Issuable in Series	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 302.	 	Denominations	 	 	24	 





-ii-




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 303.	 	Execution, Authentication, Delivery and Dating	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 304.	 	Temporary Securities	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 305.	 	Registration, Registration of Transfer and Exchange	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 306.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 307.	 	Payment of Interest; Interest Rights Preserved	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 308.	 	Persons Deemed Owners	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 309.	 	Cancellation	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 310.	 	Computation of Interest	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE FOUR.	 	SATISFACTION AND DISCHARGE	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 401.	 	Satisfaction and Discharge of Indenture	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 402.	 	Application of Trust Money	 	 	30	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE FIVE.	 	REMEDIES	 	 	31	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 501.	 	Events of Default	 	 	31	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 502.	 	Acceleration of Maturity; Rescission and Annulment	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 503.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	 	33	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 504.	 	Trustee May File Proofs of Claim	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 505.	 	Trustee May Enforce Claims Without Possession of Securities	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 506.	 	Application of Money Collected	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 507.	 	Limitation on Suits	 	 	35	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 508.	 	Unconditional Right of Holders to Receive Principal, Premium and Interest	 	 	 36	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 509.	 	Restoration of Rights and Remedies	 	 	36	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 510.	 	Rights and Remedies Cumulative	 	 	36	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 511.	 	Delay or Omission Not Waiver	 	 	36	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 512.	 	Control by Holders	 	 	37	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 513.	 	Waiver of Past Defaults	 	 	37	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 514.	 	Undertaking for Costs	 	 	37	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 515.	 	Waiver of Stay or Extension Laws	 	 	38	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE SIX.	 	THE TRUSTEE	 	 	38	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 601.	 	Certain Duties and Responsibilities	 	 	38	 





-iii-




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 602.	 	Notice of Defaults	 	 	38	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 603.	 	Certain Rights of Trustee	 	 	38	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 604.	 	Not Responsible for Recitals or Issuance of Securities	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 605.	 	May Hold Securities	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 606.	 	Money Held in Trust	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 607.	 	Compensation and Reimbursement	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 608.	 	Disqualification; Conflicting Interests	 	 	41	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 609.	 	Corporate Trustee Required; Eligibility	 	 	41	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 610.	 	Resignation and Removal; Appointment of Successor	 	 	41	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 611.	 	Acceptance of Appointment by Successor	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 612.	 	Merger, Conversion, Consolidation or Succession to Business	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 613.	 	Preferential Collection of Claims Against Company	 	 	44	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 614.	 	Appointment of Authenticating Agent	 	 	44	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE SEVEN.	 	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 701.	 	Company to Furnish Trustee Names and Addresses of Holders	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 702.	 	Preservation of Information; Communications to Holders	 	 	46	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 703.	 	Reports by Trustee	 	 	46	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 704.	 	Reports by Company	 	 	46	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE EIGHT.	 	CONSOLIDATION, MERGER AND SALE	 	 	47	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 801.	 	Consolidation, Merger or Sale Permitted Under Certain Conditions	 	 	47	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 802.	 	Substitution of Successor Corporation for the Company	 	 	47	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 803.	 	Opinion of Counsel and Officers’ Certificate to be given to Trustee	 	 	48	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE NINE.	 	SUPPLEMENTAL INDENTURES	 	 	48	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 901.	 	Supplemental Indentures Without Consent of Holders	 	 	48	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 902.	 	Supplemental Indentures with Consent of Holders	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 903.	 	Execution of Supplemental Indentures	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 904.	 	Effect of Supplemental Indentures	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 905.	 	Conformity with Trust Indenture Act	 	 	51	 





-iv-




 









 








TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 906.	 	Reference in Securities to Supplemental Indentures	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE TEN.	 	COVENANTS	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1001.	 	Payment of Principal, Premium and Interest	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1002.	 	Maintenance of Office or Agency	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1003.	 	Money for Securities Payments to Be Held in Trust	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1004.	 	Corporate Existence	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1005.	 	Maintenance of Properties	 	 	53	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1006.	 	Payment of Taxes and Other Claims	 	 	53	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1007.	 	Negative Pledge and Exceptions Thereto	 	 	53	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1008.	 	Statement by Officers as to Default	 	 	54	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1009.	 	Waiver of Certain Covenants	 	 	54	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE ELEVEN.	 	REDEMPTION OF SECURITIES	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1101.	 	Applicability of Article	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1102.	 	Election to Redeem; Notice to Trustee	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1103.	 	Selection by Trustee of Securities to Be Redeemed	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1104.	 	Notice of Redemption	 	 	56	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1105.	 	Deposit of Redemption Price	 	 	56	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1106.	 	Securities Payable on Redemption Date	 	 	56	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1107.	 	Securities Redeemed in Part	 	 	57	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE TWELVE.	 	SINKING FUNDS	 	 	57	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1201.	 	Applicability of Article	 	 	57	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1202.	 	Satisfaction of Sinking Fund Payments with Securities	 	 	57	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1203.	 	Redemption of Securities for Sinking Fund	 	 	58	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE THIRTEEN.	 	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 	 	58	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Section 1301.	 	Liability Solely Corporate	 	 	58	 





-v-





 












 





     INDENTURE,
dated as of May 18, 2009, between EOG RESOURCES, INC., a corporation duly
organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal executive offices at 1111 Bagby, Sky Lobby 2, Houston, Texas 77002, and WELLS
FARGO BANK, NA, a national banking association duly organized and existing under the laws of the
United States of America, as Trustee (herein called the “Trustee”), the office of the Trustee at
which at the date hereof its corporate trust business is principally administered being 201 Main
Street, Suite 301, Fort Worth, Texas 76102.



RECITALS OF THE COMPANY




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



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



     Now, Therefore, This Indenture Witnesseth:



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



ARTICLE ONE.

Definitions and Other Provisions

of General Application.




     SECTION 101. Definitions.



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




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




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




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




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



 









 





     “Acquisition Lien” means any (i) Lien upon any property heretofore or hereafter acquired,
created at the time of acquisition or within one year thereafter to secure all or a portion of the
purchase price thereof, or existing thereon at the date of acquisition, whether or not assumed by
the Company or any Subsidiary, provided that any such Lien shall apply only to the property so
acquired and fixed improvements thereon, (ii) Lien upon any property heretofore or hereafter
acquired by any corporation that is or becomes a Subsidiary after the date hereof (“Acquired
Entity”), provided that any such Lien (1) shall either (A) exist prior to the time the Acquired
Entity becomes a Subsidiary or (B) be created at the time the Acquired Entity becomes a Subsidiary
or within one year thereafter to secure all or a portion of the acquisition price thereof and (2)
shall only apply to those properties owned by the Acquired Entity at the time it becomes a
Subsidiary or thereafter acquired by it from sources other than the Company or any other
Subsidiary, and (iii) any extension, renewal or refunding, in whole or in part, of any Lien
permitted by clause (i) or (ii) above, if limited to the same property or any portion thereof
subject to, and securing not more than the amount secured by, the Lien extended, renewed or
refunded.



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



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For the
purposes of this definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.



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



     “Board of Directors” means either the board of directors of the Company or any duly authorized
committee of that board.



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



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



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties at such time.



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



2









 





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



     “Consolidated Net Tangible Assets” means total assets less (a) total current liabilities
(excluding indebtedness due within 12 months) and (b) goodwill, patents and trademarks, all as
reflected in the Company’s audited consolidated balance sheet preceding the date of a determination
under the last paragraph of Section 1007.



     “Corporate Trust Office” means the principal office of the Trustee in Fort Worth, Texas at
which at any particular time its corporate trust business with respect to the Indenture shall be
administered, which office at the date hereof is that indicated in the introductory paragraph of
this Indenture.



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



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



     “Depository” means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Global Securities, the Person designated as Depository for
such series by the Company pursuant to Section 301.



     “Eligible Obligations” means interest bearing obligations as a result of the deposit of which
the Securities are rated in the highest generic long-term debt rating category assigned to legally
defeased debt by one or more nationally recognized rating agencies.



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



     “Federal Bankruptcy Act” means the Bankruptcy Code of 1978, as amended, or Title 11 of the
United States Code.



     “Funded Debt” as applied to the Company or any Subsidiary means all indebtedness incurred,
created, assumed or guaranteed by the Company or any Subsidiary, or upon which such corporation
customarily pays interest charges, which matures, or is renewable by the Company or any Subsidiary
to a date, more than one year after the date as of which Funded Debt is being determined.



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



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



     “indebtedness”, as applied to the Company or any Subsidiary, shall mean bonds, debentures,
notes and other instruments representing obligations created or assumed by any such corporation for
the repayment of money borrowed (other than unamortized debt discount or



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premium). All indebtedness secured by a Lien upon property owned by the Company or any
Subsidiary and upon which indebtedness any such corporation customarily pays interest, although any
such corporation has not assumed or become liable for the payment of such indebtedness, shall for
all purposes hereof be deemed to be indebtedness of any such corporation. All indebtedness for
money borrowed incurred by other persons which is directly guaranteed as to payment of principal by
the Company or any Subsidiary shall for all purposes hereof be deemed to be indebtedness of any
such corporation, but no other contingent obligation of any such corporation in respect of
indebtedness incurred by other persons shall for any purpose be deemed indebtedness of such
corporation. Indebtedness of the Company or any Subsidiary shall not include (i) any amount
representing capitalized lease obligations; (ii) indirect guarantees or other contingent
obligations in connection with the indebtedness of others, including agreements, contingent or
otherwise, with such other persons or with third persons with respect to, or to permit or ensure
the payment of, obligations of such other persons, including, without limitation, agreements to
purchase or repurchase obligations of such other persons, agreements to advance or supply funds to
or to invest in such other persons, or agreements to pay for property, products, or services of
such other persons (whether or not conferred, delivered or rendered), and any demand charge,
throughput, take-or-pay, keep-well, make-whole, cash deficiency, maintenance of working capital or
earnings or similar agreements; and (iii) any guarantees with respect to lease or other similar
periodic payments to be made by other persons.



     “Indenture” means this instrument as originally executed as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively. The term “Indenture”
shall also include the terms of particular series of Securities established as contemplated by
Section 301; provided, however, that if at any time more than one Person is acting as Trustee under
this instrument, “Indenture” shall mean with respect to any one or more series of Securities for
which such Person is Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to
the applicable provisions hereof and shall include the terms of particular series of Securities for
which such Person is Trustee established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed and delivered
after such Person had become such Trustee but to which such Person, as such Trustee, was not a
party.



     “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.



     “Lien” means any mortgage, pledge, lien, security interest or similar charge or encumbrance.



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     “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.



     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.



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



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



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




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






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





provided, however, that in determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, (i) the
principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding
shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to Section 502, (ii) the principal
amount of a Security denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by Section 301 on the
date of original issuance of such Security, of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such security,



5









 







and (iii) Securities owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver or upon any such determination
as to the presence of a quorum, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
act with respect to such Securities and that the pledgee is not the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor.



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



     “Permitted Encumbrance” means any




     (a) undetermined or inchoate Lien incidental to construction, maintenance,
development or operation of any property;




     (b) Lien for any tax or assessment for the then current year;




     (c) Lien for any tax or assessment not at the time delinquent;




     (d) Lien for specified tax or assessment which is delinquent but the validity
of which is being contested at the time by the Company or any Subsidiary in good
faith;




     (e) Lien reserved in any oil, gas or other mineral lease for rent, royalty or
delay rental under such lease and for compliance with the terms of such lease;




     (f) Lien for any judgments or attachments in an aggregate amount not in excess
of $10,000,000, or for any judgment or attachment the execution or enforcement of
which has been stayed or which has been appealed and secured, if necessary, by the
filing of an appeal bond;




     (g) mechanics’ or materialmen’s Lien, any Lien or charge arising by reason of
any pledge or deposit to secure payment of workmen’s compensation or other
insurance, good faith deposit in connection with any tender, lease of real estate,
bid or contract (other than any contract for the payment of indebtedness), deposit
to secure any duty or public or statutory obligation, deposit to secure, or in lieu
of, surety, stay or appeal bond, and deposit as security for the payment of any tax
or assessment or similar charge;




     (h) Lien arising by reason of any deposit with, or the giving of any form of
security to, any governmental agency or any body created or approved by law for any
purpose at any time in connection with the financing of the acquisition or
construction of property to be used in the business of the Company or a Subsidiary
or as required by law as a condition to the transaction of any business or the
exercise of any privilege or license, or to enable the Company or a



6









 







Subsidiary to maintain self-insurance or to participate in any fund established to
cover any insurance risk or in connection with workmen’s compensation, unemployment
insurance, old age pension or other social security, or to share in the privileges
or benefits required for companies participating in such arrangements;




     (i) easement, servitude, right-of-way or other right, exception, reservation,
condition, limitation, covenant or other restriction or imperfection in title which
does not materially detract from or interfere with the operation, value or use of
the properties affected thereby;




     (g) preferential right to purchase entered into in the ordinary course of
business;




     (k) conventional provision contained in any contract or agreement affecting
properties under which the Company or a Subsidiary is required immediately before
the expiration, termination or abandonment of a particular property to reassign to
the Company’s or a Subsidiary’s predecessor in title all or a portion of the
Company’s or a Subsidiary’s rights, titles and interests in and to all or a portion
of such property;




     (1) sale or other transfer of crude oil, condensate, natural gas, natural gas
liquids or other similar hydrocarbon substances in place, or the future production
thereof, for a period of time until, or in an amount such that, the transferee will
realize therefrom a specified amount (however determined) of money or a specified
amount of such crude oil, condensate, natural gas, natural gas liquids or other
similar hydrocarbon substances or any sale or other transfer of any other interest
in property of the character commonly referred to as a “production payment,”
“overriding royalty,” “net profits interest,” “royalty” or similar burden on any oil
and gas property or mineral interest owned by the Company or any Subsidiary;




     (m) Lien consisting of or reserved in any (i) grant or conveyance in the
nature of a farm-out or conditional assignment to the Company or any of its
Subsidiaries entered into in the ordinary course of business to secure undertakings
of the Company or any Subsidiary in such grant or conveyance, (ii) interest of an
assignee of any proved undeveloped lease or proved undeveloped portion of any
producing property transferred to such assignee for the purpose of the development
of such lease or property, (iii) unitization or pooling agreement or declaration,
(iv) contract for the sale, purchase, exchange or processing of production, or (v)
operating agreement, area of mutual interest agreement or other agreement which is
customary in the oil and gas business and which agreement does not materially
detract from the value, or materially impair the use of, the property affected
thereby;




     (n) Lien consisting of any (i) statutory landlord’s lien under any lease to
which the Company or any Subsidiary is a party or any other Lien on leased



7









 







property reserved in any lease thereof for rent or for compliance with the terms of
such lease, (ii) right reserved to or vested in any municipality or governmental,
statutory or public authority to control or regulate any property of the Company or
any Subsidiary or to use such property in any manner which does not materially
impair the use of such property for the purpose for which it is held by the Company
or any such Subsidiary, (iii) obligation or duty to any municipality or public
authority with respect to any franchise, grant, license, lease or permit and the
rights reserved or vested in any governmental authority or public utility to
terminate any such franchise, grant, license, lease or permit or to condemn or
expropriate any property, or (iv) zoning law, ordinance or municipal regulation;




     (o) Lien arising out of any forward contract, futures contract, swap agreement
or other commodities contract entered into by the Company or any Subsidiary;




     (p) Lien on oil and gas property of the Company or any Subsidiary thereof, or
on production therefrom, to secure any liability of the Company or such Subsidiary
for all or part of the Development Cost for such property under any joint operating,
drilling or similar agreement for exploration, drilling or development of such
property, or any renewal or extension of any such Lien (as used in this subclause,
“Development Cost” means, for any oil and gas property, the cost of exploration,
drilling or development of such property or of altering or repairing equipment used
in connection with such exploration, drilling or development, or in the case of
property which is substantially unimproved for the use intended by the Company or
such Subsidiary, the cost of construction of improvements directly related to such
exploration, drilling or development of such property);




     (q) Lien on any property of the Company or any Subsidiary thereof in favor of
the government of the United States of America or of any State, or any political
subdivision of either thereof, or any department, agency or instrumentality of
either thereof (collectively, “Governments”), in order to permit the Company or such
Subsidiary to perform any contract or subcontract made with or at the request of
such Government, securing any partial, progress, advance or other payment by such
Government to the Company or such Subsidiary under such contract or subcontract, to
the extent such Lien is required by such contract or subcontract or by any law
relating thereto; and




     (r) Lien to secure any indebtedness incurred in connection with the
construction, installation or financing of any pollution control or abatement
facility or other form of industrial revenue bond financing issued or guaranteed by
the United States, any State or any department, agency or instrumentality of either.



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



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



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



     “Principal Property” means any property interest in oil and gas reserves located in the United
States or offshore the United States owned by the Company or any Subsidiary and which is capable of
producing crude oil, condensate, natural gas, natural gas liquids or other similar hydrocarbon
substances in paying quantities, the net book value of which property interest or interests exceeds
two (2) percent of Consolidated Net Tangible Assets, except any such property interest or interests
that in the opinion of the Board of Directors is not of material importance to the total business
conducted by the Company and its Subsidiaries as a whole. Without limitation, the term “Principal
Property” shall not include (i) accounts receivable and other obligations of any obligor under a
contract for the sale, exploration, production, drilling, development, processing or transportation
of crude oil, condensate, natural gas, natural gas liquids or other similar hydrocarbon substances
by the Company or any of its Subsidiaries, and all related rights of the Company or any of its
Subsidiaries, and all guarantees, insurance, letters of credit and other agreements or arrangements
of whatever character supporting or securing payment of such receivables or obligations, or (ii)
the production or any proceeds from production of crude oil, condensate, natural gas, natural gas
liquids or other similar hydrocarbon substances.



     “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 301.



     “Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee
assigned to the Trustee’s corporate trust department, including in such department any vice
president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer 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
such officer’s knowledge of and familiarity with the particular subject.



9









 





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



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



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



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



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



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



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



     “U.S. Government Obligations” means securities which are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (ii) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of the United
States of America the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case are not callable or redeemable at
the option of the issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such U.S. Government Obligations or a specific
payment of interest on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the



10









 







amount payable to the holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on or principal of
the U.S. Government Obligations evidenced by such depository receipt.



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



     SECTION 102. Compliance Certificates and Opinions.



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



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




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




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




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




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



     SECTION 103. Form of Documents Delivered to Trustee.



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



     Any certificate or opinion of 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



11









 







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



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



     SECTION 104. Acts of Holders; Record Dates.




     (a) Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this Section.




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




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



12









 





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




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




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



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



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




     (1) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its
Corporate Trust Office, Attention: Vice President, Corporate Trust, or




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



     SECTION 106. 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 such Holder’s address as it
appears in the Security Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give such notice by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.



13









 





     SECTION 107. Conflict with Trust Indenture Act.



     If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Indenture, the 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 to be excluded, as the case may be.



     SECTION 108. Effect of Headings and Table of Contents.



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



     SECTION 109. Successors and Assigns.



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



     SECTION 110. Separability Clause.



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



     SECTION 111. Benefits of Indenture.



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



     SECTION 112. Governing Law.



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



     SECTION 113. Interest Limitation.



     It is the intention of the Company to conform strictly to all applicable usury laws and any
subsequent revisions, repeals or judicial interpretations thereof. Accordingly, if the
transactions contemplated hereby would be usurious under any applicable law then, in that event,
notwithstanding anything to the contrary in the Securities or this Indenture, it is agreed as
follows: (i) the aggregate of all consideration which constitutes interest under applicable law
with respect to a Security shall under no circumstances exceed the maximum amount allowed by
applicable law, and any excess shall be credited to the principal amount of such Security (or, if
the principal amount of such Security shall have been paid in full, refunded to the Company), to
the extent permitted by applicable law; and (ii) in the event that the maturity of any Security is
accelerated or in the event of any redemption of such Security, then such consideration that
constitutes interest under applicable law may never include more than the maximum amount



14









 







allowed by applicable law, and any excess shall be credited to the principal amount of such
Security (or, if the principal amount of such Security shall be paid in full, refunded to the
Company), to the extent permitted by applicable law. All calculations made to compute the rate of
interest with respect to a Security for the purpose of determining whether such rate exceeds the
maximum amount allowed by applicable law shall be made, to the extent permitted by such applicable
law, by allocating and spreading during the period of the full stated term of such Security all
interest any time contracted for, taken, reserved, charged or received by such Holder or by the
Trustee on behalf of any such Holder in connection therewith so that the amount or rate of interest
charged for any and all periods of time during the term of the Security does not exceed the maximum
amount or rate of interest allowed to be charged by law during the relevant period of time.
Notwithstanding any of the foregoing, if at any time applicable laws shall be changed so as to
permit a higher rate or amount of interest to be charged than that permitted prior to such change,
then unless prohibited by law, references in this Indenture or any Security to “applicable law”
when used in the context of determining the maximum interest or rate of interest that can be
charged shall be deemed to refer to such applicable law as so amended to allow the greater amount
or rate of interest.



     The right to accelerate maturity of any Security does not include the right to accelerate any
interest which has not otherwise accrued to the date of such acceleration, provided, however, that
the foregoing shall not prohibit the continuing accrual after acceleration of interest in
accordance with the terms of the Indenture and such Security.



     SECTION 114. Legal Holidays.



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



ARTICLE TWO.

Security Forms.




     SECTION 201. Forms Generally.



     The Securities of each series shall be in substantially the form set forth in this Article, or
in such other form as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with any applicable law or any applicable rule or regulation
promulgated thereunder, with the rules of any securities exchange or as may,



15









 







consistently herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication
and delivery of such Securities.



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



     SECTION 202. Form of Face of Security.



     [If the Security is an Original Issue Discount Security, insert -— FOR PURPOSES OF SECTIONS
1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, THE AMOUNT OF
ORIGINAL ISSUE DISCOUNT ON THIS SECURITY IS          
           % OF ITS PRINCIPAL AMOUNT,
THE ISSUE DATE IS               
                          ,
20       [,] [AND] THE YIELD TO MATURITY IS
                  
  %[, THE METHOD USED TO DETERMINE THE YIELD IS                   
   AND THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT APPLICABLE TO THE SHORT ACCRUAL PERIOD OF                   
  , 20 
       TO                     , 20 
      
 IS       
              % OF
THE PRINCIPAL AMOUNT OF THIS SECURITY].



EOG RESOURCES, INC.




[Insert Title of Securities]




	 	 	 	 	 	 	 	 	 
	No.
	 	 	 	 	 	$	 	 
	 
	 	 	 	 	 	 





     EOG Resources, Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to                     , or registered assigns,
the principal sum of                      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 (to the extent that the payment of such interest shall be legally
enforceable) at the rate of                     % per annum on any overdue principal and premium and on any overdue
installment of interest]. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be                      or                      (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the



16









 





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.]



     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 Houston, Texas, [if applicable, insert — or at the option of the holder hereof, at the
office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, State of New York,] in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts [if applicable, insert — ;
provided, however, that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register].



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



     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 under its
corporate seal.



     Dated:



	 	 	 	 	 
	 	 	EOG RESOURCES, INC.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 





17









 






	 	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





     SECTION 203. Form of Reverse of Security.



     This security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
May 18, 2009 (herein called the “Indenture”), between the Company and Wells Fargo Bank, NA,
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. This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to $                    .].



     [If applicable, insert — The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, [if applicable,
insert — (1) on                      in any year commencing with the
year                      and ending with the year                      through operation of the sinking fund for this series at a
Redemption Price equal to                     % 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	 
	 
	 
	 





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



     [If applicable, insert — The Securities of this series are subject to redemption upon not less
than 30 days’ notice by mail, (1) on                      in any year commencing with the year                     



18









 





and ending with the year                   
   through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or after                   
  ], as a whole
or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal amount) set forth
in the table below: If redeemed during the 12-month period beginning                   
   of the years indicated,



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





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



     [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 [in the [describe order] order in which they become due].]



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



     [If the Security is not an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, the principal of the



19









 







Securities of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.]



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



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of more than 50% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of the
Company on this Security upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall, without the consent of the Holder, alter or impair the right of the Holder, which is
absolute and unconditional, to receive payment of principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein prescribed, except for
Section 113 of the Indenture (which limits interest to the maximum amount permissible by law), the
provisions of which are incorporated herein by reference.



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



20









 





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



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



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



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



     SECTION 204. Form of Legend for Global Securities.



     Any 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 Depository or a nominee of a Depository. This
Security is exchangeable for Securities registered in the name of a Person other than the
Depository or its nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by the Depository
to a nominee of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee of the Depository to a
successor Depository or a nominee of such successor Depository) may be registered except in such
limited circumstances.”



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



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



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



	 	 	 	 	 
	 	 	Wells Fargo Bank, NA,
as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Authorized Signatory







21










 





ARTICLE THREE.

The Securities.




     SECTION 301. Amount Unlimited; Issuable in Series.



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



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




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




     (2) any limit upon the aggregate principal amount of the Securities of the series which
may be authenticated and delivered under this Indenture (except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
Securities which, pursuant to Section 303, are deemed never to have been authenticated and
delivered hereunder);




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




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




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




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




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




     (8) the obligation, if any, and the option, if any, of the Company to redeem, purchase
or repay Securities of the series pursuant to any sinking fund or analogous provisions or at
the option of a Holder thereof and the period or periods within which, the price or prices
at which and the terms and conditions upon which Securities of the series



22









 





     shall be redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation or option;




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




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




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




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




     (13) 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 502 or provable in bankruptcy pursuant to Section 504
or the method by which such portion shall be determined;




     (14) any trustees, paying agents, transfer agents or registrars with respect to
Securities of such series;




     (15) whether the Securities of the series shall be issued upon original issuance in
whole or in part in the form of one or more Global Securities and, in such case, (a) the
Depository with respect to such Global Security or Securities, which Depository at the time
of designation and at all times while it serves as Depository shall be a clearing agency
registered under the Securities Exchange Act of 1934, as amended; and (b) the circumstances
under which any such Global Security may be exchanged for Securities registered in the name
of, and any transfer of such Global Security may be registered to, a Person other than such
Depository or its nominee, if other than as set forth in Section 305; and




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



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to



23









 







above and set forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto.



     If any of the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate setting forth the terms of the series.



     SECTION 302. Denominations.



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



     SECTION 303. Execution, Authentication, Delivery and Dating.



     The Securities of each series shall be executed on behalf of the Company by its Chairman of
the Board, a Vice Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities 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.



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



     Each Security shall be dated the date of its authentication.



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



24









 







Company, and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, together with a written statement (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.



     SECTION 304. Temporary Securities.



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



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



     SECTION 305. Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept a register for each series of Securities (the registers so
maintained being herein sometimes collectively referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The “Security Registrar” for the
purpose of registering Securities and transfers of Securities as herein provided shall be either
the Company or such other Person as the Company may appoint, including the Trustee.



     In no case shall there be more than one Security Register for a series of Securities. If the
Trustee shall at any time not be authorized to keep and maintain the Security Register with respect
to any series of Securities, the Trustee shall have the right to inspect the Security Register for
such series of Securities at all reasonable times and to rely conclusively upon a certificate of
the Person in charge of such Security Register as to the names and addresses of the Holders of the
Securities and the principal amounts and numbers of such Securities so held.



     Upon surrender for registration of transfer of any Security of any series at the office or
agency in a Place of Payment for that series, the Company shall execute, and the Trustee shall



25









 





authenticate and deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like tenor and
aggregate principal amount.



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



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



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



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



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



     Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301,
any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in
the names of, and a transfer of a Global Security of any series may be registered to, any Person
other than the Depository for such Security or its nominee only if (i) such Depository notifies the
Company that it is unwilling or unable to continue as Depository for such Global Security or if at
any time such Depository ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order that
such Global Security shall be so exchangeable and the transfer thereof so registrable or (iii)
there shall have occurred and be continuing an Event of Default or an event which, with the giving
of notice or lapse of time, or both, would constitute an Event of Default with respect to the
Securities of such series. Upon the occurrence in respect of any Global Security of any series of
any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence
or such other conditions as may be specified as contemplated by Section 301 for such series, such
Global Security may be exchanged for



26









 







Securities registered in the names of, and the transfer of such Global Security may be registered to, such Persons
(including Persons other than the Depository with respect to such series and its nominees) as such
Depository shall direct. Notwithstanding any other provision of this Indenture, any Security
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
any Global Security shall also be a Global Security and bear the legend specified in Section 204
except for any Security authenticated and delivered in exchange for, or upon registration of
transfer of, a Global Security pursuant to the preceding sentence.



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



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



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



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



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



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



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



     SECTION 307. Payment of Interest; Interest Rights Preserved.



     Except as otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that Security (or one



27









 







or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest.



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




     (1) The Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest, which shall be 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 (2).




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



     Unless otherwise specified pursuant to Section 301, at the option of the Company, interest on
the Securities of any series that bears interest may be paid by mailing a check to the address of
any Holder as such address shall appear in the Securities Register.



     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



28









 







carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.



     SECTION 308. Persons Deemed Owners.



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



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



     SECTION 309. Cancellation.



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



     SECTION 310. Computation of Interest.



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



ARTICLE FOUR.

Satisfaction and Discharge.




     SECTION 401. Satisfaction and Discharge of Indenture.



     With respect to any series of Securities, if at any time (a) the Company shall have paid or
caused to be paid the principal of and any premium and interest on all the Securities of such
series Outstanding hereunder, as and when the same shall have become due and payable, or



29









 







(b) the Company shall have delivered to the Trustee for cancellation all Securities of such series
theretofore authenticated (other than any Securities of such series which shall have been
apparently destroyed, lost or stolen and which shall have been replaced or paid as provided in
Section 306) or (c) the Company and the Trustee shall have entered into an agreement in form and
substance satisfactory to the Company and the Trustee providing for the creation of an escrow fund
and the Company shall have irrevocably deposited or caused to be so deposited in trust with the
Trustee, as escrow agent of said fund, sufficient funds in cash and/or Eligible Obligations and/or
U.S. Government Obligations, maturing as to principal and interest in such amounts and at such
times, as will be sufficient without consideration of any reinvestment of such interest, and as
further expressed in the opinion of a nationally recognized firm of independent public accountants
in a written certification thereof delivered to the Trustee at or prior to the time of such
deposit, to pay at the Stated Maturity or Redemption Date all such Securities of such series not
theretofore delivered to the Trustee for cancellation, including principal and any premium and
interest to the Stated Maturity or Redemption Date, and if the Company shall also pay or cause to
be paid all other sums payable hereunder by the Company then this Indenture shall cease to be of
further effect with respect to the Securities of such series (except as to (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated, defaced, or apparently
destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such
series to receive payments of principal thereof (and premium, if any) and interest thereon and
remaining obligations to make mandatory sinking fund payments, (iv) the rights, remaining
obligations, if any, and immunities of the Trustee hereunder and (v) the rights of the Holders of
Securities of such series as beneficiaries hereof with respect to the property so deposited with
the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied
by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with
respect to the Securities of such series. In the event Eligible Obligations are to be deposited
with the Trustee pursuant to this Section, the Opinion of Counsel to be delivered hereunder shall
state substantially to the effect that neither the Trustee nor any trust fund deposit created
pursuant to this Section will be required to be registered under the Investment Company Act of
1940, as amended. The Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities
of such series.



     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Securities of such series, the obligations of the Company to the Trustee under Section 607 and, if
funds shall have been deposited with the Trustee pursuant to subclause (c) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.



     SECTION 402. Application of Trust Money.



     Subject to provisions of the last paragraph of Section 1003, all money deposited with the
Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities of the relevant series 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



30









 







interest for whose payment such money has been deposited with the Trustee, which funds need
not be segregated except to the extent required by law.



ARTICLE FIVE.

Remedies.




     SECTION 501. Events of Default.



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




     (1) default in the payment of any interest upon any Security of that series when such
interest becomes due and payable or default in the payment of any mandatory sinking fund
payment provided for by the terms of any series of Securities, and continuance of such
default for a period of 30 days; or




     (2) default in the payment of the principal of (or premium, if any, on) any Security of
that series at its Maturity; or




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




     (4) without petition, approval or consent of the Company, a period of 60 days shall
have elapsed after




    (a) the entry of an order for relief under the Federal Bankruptcy Act by a
court of competent jurisdiction; or




    (b) the entry by a court of competent jurisdiction of an order granting relief
under any applicable bankruptcy, insolvency or other similar law or statute of the
United States of America or any State thereof; or




    (c) the appointment by such a court of a trustee, custodian, receiver or other
similar official of the Company or of all or any substantial part of its property
upon the application of any creditor in any insolvency or bankruptcy proceeding or
other creditor’s suit;



31









 





     but such period of 60 days shall not include any period during which any such decree or
order shall be stayed upon appeal or otherwise; or




     (5) the filing by the Company of, or consenting or acquiescing by the Company to a
petition seeking an order for relief under the Federal Bankruptcy Act or the making by it of
an assignment for the benefit of creditors or the consenting by it to, or failure by it to
contest, the appointment of a custodian or receiver of all or any substantial part of the
property of the Company; or the filing by the Company of a petition or answer seeking,
consenting to or acquiescing in the granting of relief under any other applicable
bankruptcy, insolvency or other similar law or statute of the United States of America or
any State thereof; or




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



     Subject to the provisions of Section 601, the Trustee shall not be charged with or be deemed
to have knowledge of any default or Event of Default, except for Events of Default specified in
clause (1) or (2) of this Section 501, until a Responsible Officer has actual notice thereof or
until a written notice of any such event is received by the Trustee at the Corporate Trust Office,
Attention: Vice President, Corporate Trust and such notice refers to the Securities generally, the
Company or the Indenture.



     SECTION 502. Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default described in clause (1), (2) or (6) of Section 501 with respect to
Securities of any series at the time Outstanding has occurred, then in every such case, during the
continuance of any such Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities of that series may declare the principal amount (or,
if the Securities of that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all of the Securities of that
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or specified portion
thereof) shall become immediately due and payable. If an Event of Default described in clause (3),
(4) or (5) of Section 501 occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of all the Securities then Outstanding may declare
the principal amount (or, if any such Securities 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 to be due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal amount (or specified
portion thereof) shall become immediately due and payable.



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



32









 






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




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




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




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




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



     and




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



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



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



     The Company covenants that if




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




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



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



     If an Event of Default with respect to Securities of any series (or of all series, as the case
may be) occurs and is continuing, the Trustee may in its discretion proceed to protect and



33









 







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



     SECTION 504. Trustee May File Proofs of Claim.



     In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to the Company (or any other obligor
upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered,
by intervention in such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to 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 to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.



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



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



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



     SECTION 506. Application of Money Collected.



     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or any premium or interest, upon presentation of the Securities



34









 







and the notation thereon of the payment if only partially paid and upon surrender thereof if
fully paid:




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




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




     THIRD: The balance, if any, to the Person or Persons entitled thereto.



     SECTION 507. Limitation on Suits.



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




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




     (2) the Holders of not less than 25% in principal amount of the Outstanding Securities
of that series in the case of any Event of Default described in clause (1), (2) or (6) of
Section 501, or the Holders of not less than 25% in principal amount of all Outstanding
Securities in the case of any Event of Default described in clause (3), (4) or (5) of
Section 501, shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;




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




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




     (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of not less than a majority in principal amount of
the Outstanding Securities of that series in the case of any Event of Default described in
clause (1), (2) or (6) of Section 501, or, in the case of any Event of Default described in
clause (3), (4) or (5) of Section 501, by the Holders of not less than a majority in
principal amount of all Outstanding Securities;



it being understood and intended that no one or more of such Holders shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders of Securities of the same series, in the case of any
Event of Default described in clause (1), (2) or (6) of Section 501, or of Holders of all
Securities in the case of any Event of Default described in clause (3), (4) or (5) of Section 501,
or to obtain or to seek to obtain priority or preference over any other of such Holders or to
enforce any right



35









 







under this Indenture, except in the manner herein provided and for the equal and ratable benefit of
all Holders of Securities of the same series, in the case of any Event of Default described in
clause (1), (2) or (6) of Section 501, or of Holders of all Securities in the case of any Event of
Default described in clause (3), (4) or (5) of Section 501.



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



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



     SECTION 509. Restoration of Rights and Remedies.



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



     SECTION 510. Rights and Remedies Cumulative.



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



     SECTION 511. Delay or Omission Not Waiver.



     No delay or omission of the Trustee or of any Holder of any Securities to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to 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.



36









 





     SECTION 512. Control by Holders.



     With respect to the Securities of any series, the Holders of not less than a majority in
principal amount of the Outstanding Securities of such series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, relating to or arising under clause (1),
(2) or (6) of Section 501, and, with respect to all Securities, the Holders of not less than a
majority in principal amount of all Outstanding Securities 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, not relating to or arising under clause
(1), (2) or (6) of Section 501, provided that in each case




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




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



     SECTION 513. Waiver of Past Defaults.



     Subject to Section 502, the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default described in clause (1), (2) or (6) of Section 501 (or, in the case
of a default described in clause (3), (4) or (5) of Section 501, the Holders of not less than a
majority in principal amount of all Outstanding Securities may waive any such past default), and
its consequences, except a default




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




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



     Upon any such waiver, 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 shaft extend to any subsequent or other default or impair any right consequent thereon.



     SECTION 514. Undertaking for Costs.



     In any suit for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may
assess costs against any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company.



37









 





     SECTION 515. Waiver of Stay or Extension Laws.



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



ARTICLE SIX.

The Trustee.




     SECTION 601. Certain Duties and Responsibilities.



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



     SECTION 602. Notice of Defaults.



     If a default occurs hereunder with respect to Securities of any series and the Trustee knows
of such default, the Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided, however, that (a) in
the case of any default of the character specified in Section 501(3) with respect to Securities of
such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof, and (b) 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 shall be protected in withholding such notice if
and so long as the Board of Directors, the Executive Committee or Trust Committee of Directors or a
Responsible Officer of the Trustee in good faith determines that the withholding of such notice is
in the interest of the Holders of the Securities of such series. For the purpose of this Section,
the term “default” means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.



     SECTION 603. Certain Rights of Trustee.



     Subject to the provisions of Section 601:




     (a) the Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness



38









 





     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 and any resolution of the Board of Directors
may be sufficiently evidenced by a Board Resolution;




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




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




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




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




     (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




     (h) the Trustee shall have no responsibility to determine whether any payments with
respect to the Securities are in compliance with any applicable usury laws and subsequent
revisions, repeals or judicial interpretations thereof. Notwithstanding any provisions of
this Indenture or the Securities, the Trustee and any Paying Agent shall have the right to
assume that payments with respect to the Securities are in compliance with any applicable
usury laws unless and until it shall have received from the Company, in conformity with
Sections 102 and 103 of this Indenture, (1) an Opinion of Counsel to the effect that, as the
result of a final judicial interpretation by a court of competent jurisdiction, any payments
with respect to the Securities will exceed the maximum amount allowed by applicable law and
that any direction to the Trustee by the Company



39









 







for action under Section 113 of this Indenture is in compliance with all applicable
usury laws and the provisions of this Indenture and the Securities and (2) an Officers’
Certificate setting forth the action required to be taken with respect to the Securities
pursuant to Section 113 of this Indenture, together with any computations or calculations
with respect thereof, and stating that such action is in compliance with the provisions of
this Indenture and the Securities.



     SECTION 604. Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no
representations as to the legality, validity or sufficiency of this Indenture or of the Securities.
The Trustee or any Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.



     SECTION 605. May Hold Securities.



     The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company or of the Trustee, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.



     SECTION 606. Money Held in Trust.



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



     SECTION 607. Compensation and Reimbursement.



     The Company agrees




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




     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this Indenture (including, without limitation,
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
willful misconduct; and




     (3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or willful misconduct on its part, arising



40









 





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



     SECTION 608. Disqualification; Conflicting Interests.



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



     SECTION 609. Corporate Trustee Required; Eligibility.



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



     SECTION 610. Resignation and Removal; Appointment of Successor.



     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 611.



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



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



     (d) If at any time:




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




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



41









 






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



then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect
to any one or more of such series of Securities, or (ii) subject to Section 514, any Holder who has
been a bona fide Holder of a Security of that series 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 and the appointment of a successor Trustee or Trustees with respect to
Securities of that series.



     (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 Outstanding Securities of
one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect, to the Securities of
any particular series) and shall comply with the applicable requirements of Section 611. If,
within one year after such resignation, removal or incapability, or the occurrence of such vacancy,
a successor Trustee with respect to the Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.



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



     SECTION 611. Acceptance of Appointment by Successor.



     (a) In case of the appointment hereunder of a successor Trustee with respect to all series of
Outstanding 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



42









 







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



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



     SECTION 612. Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the



43









 







execution or filing of any paper or any further act on the part of any of the parties hereto.
In case any Securities shall have been authenticated, but not delivered, by the Trustee then in
office, any successor by merger, conversion or consolidation to such authenticating Trustee may
adopt such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities.



     SECTION 613. Preferential Collection of Claims Against Company.



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



     SECTION 614. Appointment of Authenticating Agent.



     The Trustee may, with notice to the Company, appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities
so authenticated shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication
and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the 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 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



44









 







Company. Upon receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable
to the Company and shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent
will serve, as their names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as
an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section.



     The Trustee agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section, and the Trustee shall be entitled to be
reimbursed for such payments, subject to the provisions of Section 607.



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



     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	 	 
	 

	 	 	 	 
	 

	 	 	 	As Authorized Officer






ARTICLE SEVEN.

Holders’ Lists and Reports by Trustee and Company.




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



     The Company will, with respect to each series of Securities Outstanding, furnish or cause to
be furnished to the Trustee




     (a) semi-annually, on dates mutually acceptable to the Trustee and the Company, a list,
in such form as the Trustee may reasonably require, of the names and addresses of the
Holders of such series as of a date mutually acceptable to the Trustee and the Company, 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 (or if any provision



45









 







of this Indenture or any Security require the Trustee to interact with Holders of any
Security as of a given date, such list to provide the names and addresses of the Holders as
of such date);



excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar.



     SECTION 702. Preservation of Information; Communications to Holders.



     (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names
and addresses of Holders contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in its capacity as
Paying Agent. The Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.



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



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



     SECTION 703. Reports by Trustee.



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



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



     SECTION 704. Reports by Company.



     The Company shall file with the Trustee and the Commission, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided,
however, that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed with the
Trustee within 15 days after the same is so required to be filed with the Commission.



46









 





ARTICLE EIGHT.

Consolidation, Merger and Sale.




     SECTION 801. Consolidation, Merger or Sale Permitted Under Certain Conditions.



     Nothing contained in this Indenture or in the Securities shall be deemed to prevent the
consolidation or merger of the Company with or into any other corporation, or the merger into the
Company of any other corporation, or the sale by the Company of its property and assets as, or
substantially as, an entirety, or otherwise; provided, however, (a) that, in case of any such
consolidation or merger, the corporation resulting from such consolidation or any corporation other
than the Company into which such merger shall be made shall succeed to and be substituted for the
Company with the same effect as if it had been named herein as the party of the first part hereto
and shall become liable and be bound for, and shall expressly assume, by an indenture supplemental
hereto in form satisfactory to the Trustee executed and delivered to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on, all the Securities then
Outstanding and the performance and observance of each and every covenant and condition of this
Indenture on the part of the Company to be performed or observed, and (b) that, as a condition of
any such sale of the property and assets of the Company as, or substantially as, an entirety, the
corporation to which such property and assets shall be sold shall (i) expressly assume, as a part
of the purchase price thereof, the due and punctual payment of the principal of (and premium, if
any) and interest on all the Securities and the performance and observance of all the covenants and
conditions of this Indenture on the part of the Company to be performed or observed, and (ii)
simultaneously with the delivery to it of the conveyances or instruments of transfer of such
property and assets, execute and deliver to the Trustee an indenture supplemental hereto in form
satisfactory to the Trustee, whereby such purchasing corporation shall so assume the due and
punctual payment of the principal of (and premium, if any) and interest on all the Securities then
outstanding and the performance and observance of each and every covenant and condition of this
Indenture on the part of the Company to be performed or observed, to the same extent that the
Company be bound and liable and provided further that no such consolidation, merger or sale shall
be made if, immediately after such transaction the corporation (whether the Company or such other
corporation) formed by or surviving any such consolidation or merger, or to which such sale or
conveyance shall have been made, shall be in default in the performance or observance of any of the
terms, covenants and conditions of this Indenture to be kept or performed by the Company, and (if
other than the Company) shall not be a corporation organized under the laws of the United States or
a State thereof.



     SECTION 802. Substitution of Successor Corporation for the Company.



     The Company will not consolidate with any other corporation or permit the Company to be merged
into any other corporation, or sell its property and assets as, or substantially as, an entirety
except upon the terms and conditions set forth in this Article 8. If at any time there be any
consolidation, merger, sale or conveyance of property to which the covenants of this Article 8 are
applicable, then in any such event the successor corporation will promptly deliver to the Trustee:
(i) an Officers’ Certificate stating that as of the time immediately after the effective date of
any such transaction the covenants of the Company contained in this Article 8 have been complied
with and the successor corporation is not in default under the provisions of this



47









 







Indenture; and (ii) an Opinion of Counsel stating that in his opinion such covenants have been
complied with and that any instrument or instruments executed in the performance of such covenants
comply with the requirements thereof. Upon any consolidation or merger, or any sale of the
property and assets of the Company as, or substantially as, an entirety in accordance with the
provisions of this Article 8, the corporation formed by such consolidation or into which the
Company shall have been merged or to which such sale shall have been made shall succeed to and be
substituted for the Company with the same effect as if it had been named herein as a party hereto,
and thereafter from time to time such corporation may exercise each and every right and power of
the Company under this Indenture, in the name of the Company or in its own name; and any act or
proceeding by any provision of this Indenture required or permitted to be done by any board or
officer of the Company may be done with like force and effect by the like board or officer of any
corporation that shall at the time be the successor of the Company hereunder; and in the event of
any such conveyance or transfer, the Company (which term shall for this purpose mean the person
named as the “Company” in the first paragraph of this Indenture or any prior successor corporation
which shall theretofore have become such in the manner described in Section 801) shall be
discharged from all obligations and covenants under the Indenture and the Securities and may be
dissolved and liquidated.



     SECTION 803. Opinion of Counsel and Officers’ Certificate to be given to Trustee.



     The Trustee shall be entitled to receive an Opinion of Counsel and Officers’ Certificate as
conclusive evidence that any such consolidation, merger, sale or conveyance and any assumption
permitted or required by the terms of this Article 8 comply with the provisions of this Article 8.



ARTICLE NINE.

Supplemental Indentures.




     SECTION 901. Supplemental Indentures Without Consent of Holders.



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




     (1) to evidence the succession of another corporation to the Company and the assumption
by any such successor of the covenants of the Company herein and in the Securities; or




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




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



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     (4) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form, registrable
or not registrable as to principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form; or




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




     (6) to secure the Securities; or




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




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




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



     SECTION 902. Supplemental Indentures with Consent of Holders.



     With the consent of the Holders of more than 50% in principal amount of all Outstanding
Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of modifying in
any manner the right of the Holders of Securities under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,




     (1) change the Stated Maturity of the principal of, or any installment of principal of
or interest on, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium



49









 







or 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




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




     (3) modify any of the provisions of this Section, Section 513 or Section 1009, except
to increase any such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each Outstanding
Security affected thereby, provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee”
and concomitant changes in this Section and Section 1009, or the deletion of this proviso,
in accordance with the requirements of Sections 611(b) and 901(8).



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



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



     SECTION 903. Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this Indenture, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter
into any such supplemental indenture which affects the Trustee’s own rights, duties, immunities or
liabilities under this Indenture or otherwise.



     SECTION 904. Effect of Supplemental Indentures.



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



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     SECTION 905. Conformity with Trust Indenture Act.



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



     Section 906. Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities 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 1001. Payment of Principal, Premium and Interest.



     The Company covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid 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.



     SECTION 1002. Maintenance of Office or Agency.



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



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



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



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



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



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



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



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



     SECTION 1004. Corporate Existence.



     Subject to Article Eight, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to preserve any such



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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 and that the loss thereof is not
disadvantageous in any material respect to the Holders.



     SECTION 1005. Maintenance of Properties.



     The Company will cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company
may be necessary so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or
the business of any Subsidiary and not disadvantageous in any material respect to the Holders.



     SECTION 1006. Payment of Taxes and Other Claims.



     The Company will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all taxes, assessments and governmental charges levied or imposed upon the
Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment or charge whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.



     SECTION 1007. Negative Pledge and Exceptions Thereto.



     Except as otherwise specified as contemplated by Section 301 for Securities of any series, so
long as any of the Securities are outstanding, the Company will not create or suffer to exist, or
permit any of its Subsidiaries to create or suffer to exist, except in favor of the Company or any
Subsidiary, any Lien upon any Principal Property at any time owned by it, to secure any Funded Debt
of the Company or any Subsidiary, without making effective provisions whereby the Securities shall
be equally and ratably secured with any and all such Funded Debt and with any other indebtedness
similarly entitled to be equally and ratably secured; provided, however, that this restriction
shall not apply to or prevent the creation or existence of any:




     (a) Acquisition Lien or Permitted Encumbrance; or




     (b) Lien created or assumed by the Company or any Subsidiary in connection with the
issuance of debt securities the interest on which is excludable from gross income of the
holder of such security pursuant to the Internal Revenue Code of 1986, as amended, for the
purpose of financing, in whole or in part, the acquisition or construction of property or
assets to be used by the Company or a Subsidiary.



     In case the Company or any Subsidiary shall propose to create or permit to exist a Lien on any
Principal Property at any time owned by it to secure any Funded Debt of the Company or any
Subsidiary, other than Funded Debt permitted to be secured under clauses (a) or (b) of this



53









 







Section 1007, the Company will prior thereto give written notice thereof to the Trustee, and
the Company will, or will cause such Subsidiary to, prior to or simultaneously with such creation
or permission to exist, by supplemental indenture executed to the Trustee (or to the extent legally
necessary to another trustee or additional or separate trustee), in form satisfactory to the
Trustee, effectively secure all the Securities equally and ratably with such Funded Debt and any
other indebtedness entitled to be equally and ratably secured.



     Notwithstanding the foregoing provisions of this Section 1007, the Company or a Subsidiary may
issue, assume or guarantee Funded Debt secured by Liens which would otherwise be subject to the
foregoing restrictions in an aggregate amount which, together with all other Funded Debt of the
Company or a Subsidiary secured by Liens which (if originally issued, assumed or guaranteed at such
time) would otherwise be subject to the foregoing restrictions (not including Funded Debt permitted
to be secured under clauses (a) or (b) above) does not at the time exceed 10% of the Consolidated
Net Tangible Assets of the Company, as shown on the audited consolidated financial statements of
the Company as of the end of the fiscal year preceding the date of determination.



     SECTION 1008. Statement by Officers as to Default.



     The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the performance and observance
of any of the terms, provisions and conditions of this Indenture, and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which they may have
knowledge.



     SECTION 1009. Waiver of Certain Covenants.



     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 1002, and 1004 to 1007, inclusive, if before the time for such
compliance the Holders of more than 50% in principal amount of the Outstanding Securities shall, by
Act of such Holders, waive such compliance in such instance with such term, provision or condition.
In the event that there shall be included in this Indenture any covenant, other than a covenant to
pay principal, premium (if any) and interest, solely for the benefit of one or more, but less than
all, series of Securities, then, unless otherwise expressly provided with respect to such covenant,
the Company may similarly omit in any particular instance to comply with any term, provision or
condition of such covenant if before the time for such compliance the holders of more than 50% in
principal amount of all Outstanding Securities entitled to the benefit of such covenant, by Act of
such Holders, waive such compliance in such instance with such term, provision, or condition. No
such waiver contemplated by this Section 1009 shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall become effective,
the obligations of the Company and the duties of the Trustee in respect of any such term, provision
or condition shall remain in full force and effect.



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ARTICLE ELEVEN.

Redemption of Securities.




     SECTION 1101. Applicability of Article.



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



     SECTION 1102. 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 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if
applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers’ Certificate evidencing compliance with such restriction.



     SECTION 1103. Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed (unless all of the Securities
of such series and of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from
the Outstanding Securities of such series not previously called for redemption, by lot or by such
other 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. If
less than all of the Securities of such series and of a specified tenor are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor
not previously called for redemption in accordance with the preceding sentence.



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



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



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     SECTION 1104. Notice of Redemption.



     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.



     All notices of redemption shall state:




     (1) the Redemption Date,




     (2) the Redemption Price,




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




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




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




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



     Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of
the Company, in which event the Company shall provide the Trustee with the information required by
clauses (1) through (6) above.



     SECTION 1105. Deposit of Redemption Price.



     Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money 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. The Paying Agent shall provide notice to the Trustee of
such deposit.



     SECTION 1106. Securities Payable on Redemption Date.



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



56









 







Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.



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



     SECTION 1107. 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 of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered. If a Global Security is so surrendered,
such new Security so issued shall be a new Global Security.



ARTICLE TWELVE.

Sinking Funds.




     SECTION 1201. Applicability of Article.



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



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



     SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.



     The Company (1) may deliver to the Trustee Outstanding Securities of a series (other than any
previously called for redemption) theretofore purchased or otherwise acquired by the Company and
(2) may receive credit for Securities of a series which have been previously delivered to the
Trustee by the Company or for 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 mandatory sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such Securities as



57









 







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 mandatory sinking fund payment shall be reduced
accordingly.



     SECTION 1203. Redemption of Securities for Sinking Fund.



     Not less than 45 days prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next
ensuing sinking fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which
is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202
(which Securities will, if not previously delivered, accompany such certificate) and whether the
Company intends to exercise its right to make a permitted optional sinking fund payment with
respect to such series, and will 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
1103 and cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.



ARTICLE THIRTEEN.

Immunity of Incorporators, Stockholders,

Officers and Directors.




     SECTION 1301. Liability Solely Corporate.



     No recourse shall be had for the payment of the principal of (or premium, if any) or interest
on any Securities or any part thereof, or for any claim based thereon or otherwise in respect
thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement
of this Indenture, against any incorporator, or against any stockholder, officer or director, as
such, past, present or future, of the Company, or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or successor corporation, 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 agreed and understood that this Indenture and all the
Securities are solely corporate obligations, and that no personal liability whatsoever shall attach
to, or be insured by, any such incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any predecessor or successor corporation, either directly
or through the Company or any such predecessor or successor corporation, because of the
indebtedness hereby authorized or under or by reason of any of the obligations, covenants, promises
or agreements contained in this Indenture or in any of the Securities or to be implicit herefrom or
therefrom; and that any such personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution of this Indenture and the issue
of the Securities; provided, however, that nothing herein or in the Securities contained shall be
taken to prevent recourse to and the enforcement of the



58









 







liability, if any, of any stockholder or subscriber to capital stock of the Company upon or in
respect of shares of capital stock not fully paid up.



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



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



EOG Resources, Inc.




By /s/ Helen Y. Lim

Name: Helen Y. Lim

Title: Vice President and Treasurer




Wells Fargo Bank, NA




By /s/ Martin Reed

Martin Reed

Vice President





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