exv4w6






Exhibit 4.6




DEVON ENERGY CORPORATION




TO



UMB BANK, NATIONAL ASSOCIATION,



as Trustee



INDENTURE



Dated as
of July ____, 2011



 









 





TABLE OF CONTENTS




RECITAL OF THE COMPANY



	 	 	 	 	 

	ARTICLE I 



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Compliance Certificates and Opinions
	 	 	10	 
	Section 1.03 Form of Documents Delivered to Trustee
	 	 	10	 
	Section 1.04 Acts of Holders
	 	 	11	 
	Section 1.05 Notices, Etc. to Trustee and Company
	 	 	13	 
	Section 1.06 Notice to Holders of Debt Securities; Waiver
	 	 	13	 
	Section 1.07 Conflict with Trust Indenture Act
	 	 	14	 
	Section 1.08 Effect of Headings and Table of Contents
	 	 	14	 
	Section 1.09 Successors and Assigns
	 	 	14	 
	Section 1.10 Separability Clause
	 	 	14	 
	Section 1.11 Benefits of Indenture
	 	 	14	 
	Section 1.12 Governing Law; Waiver of Trial by Jury
	 	 	15	 
	Section 1.13 Legal Holidays
	 	 	15	 
	 
	ARTICLE II 



DEBT SECURITY FORMS
	 
	Section 2.01 Forms Generally
	 	 	15	 
	Section 2.02 Form of Trustee’s Certificate of Authentication
	 	 	16	 
	Section 2.03 Debt Securities Issuable in the Form of a Global Security
	 	 	16	 
	 
	ARTICLE III



 THE DEBT SECURITIES
	 
	Section 3.01 Amount Unlimited; Issuable in Series
	 	 	19	 
	Section 3.02 Denominations
	 	 	23	 
	Section 3.03 Execution, Authentication, Delivery and Dating
	 	 	23	 
	Section 3.04 Temporary Debt Securities
	 	 	24	 
	Section 3.05 Registration, Registration of Transfer and Exchange
	 	 	25	 
	Section 3.06 Mutilated, Destroyed, Lost and Stolen Debt Securities
	 	 	26	 
	Section 3.07 Payment of Interest and Additional Interest; Interest Rights Preserved
	 	 	27	 
	Section 3.08 Persons Deemed Owners
	 	 	28	 
	Section 3.09 Cancellation by Debt Security Registrar
	 	 	28	 
	Section 3.10 Computation of Interest
	 	 	29	 
	Section 3.11 Payment to be in Proper Currency
	 	 	29	 
	Section 3.12 CUSIP Numbers
	 	 	29	 






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	ARTICLE IV
	 
	REDEMPTION OF DEBT SECURITIES
	 
	Section 4.01 Applicability of Article
	 	 	30	 
	Section 4.02 Election to Redeem; Notice to Trustee
	 	 	30	 
	Section 4.03 Selection of Debt Securities to be Redeemed
	 	 	30	 
	Section 4.04 Notice of Redemption
	 	 	31	 
	Section 4.05 Debt Securities Payable on Redemption Date
	 	 	32	 
	Section 4.06 Debt Securities Redeemed in Part
	 	 	32	 
	 
	ARTICLE V
	 
	SINKING FUNDS
	 
	Section 5.01 Applicability of Article
	 	 	33	 
	Section 5.02 Satisfaction of Sinking Fund Payments with Debt Securities
	 	 	33	 
	Section 5.03 Redemption of Debt Securities for Sinking Fund
	 	 	33	 
	 
	ARTICLE VI
	 
	 COVENANTS
	 
	Section 6.01 Payment of Principal, Premium and Interest
	 	 	34	 
	Section 6.02 Maintenance of Office or Agency
	 	 	34	 
	Section 6.03 Money for Debt Securities Payments to be Held in Trust
	 	 	35	 
	Section 6.04 Corporate Existence
	 	 	36	 
	Section 6.05 Annual Officer’s Certificate as to Compliance
	 	 	36	 
	Section 6.06 Limitation on Liens
	 	 	37	 
	Section 6.07 Waiver of Certain Covenants
	 	 	38	 
	 
	ARTICLE VII
	 
	SATISFACTION AND DISCHARGE
	 
	Section 7.01 Applicability of Article
	 	 	39	 
	Section 7.02 Satisfaction and Discharge of Indenture
	 	 	39	 
	Section 7.03 Defeasance upon Deposit of Moneys or U.S. Government Obligations
	 	 	40	 
	Section 7.04 Repayment to Company
	 	 	41	 
	Section 7.05 Indemnity for U.S. Government Obligations
	 	 	42	 
	Section 7.06 Deposits to be Held in Escrow
	 	 	42	 
	Section 7.07 Application of Trust Money
	 	 	42	 
	Section 7.08 Deposits of Non-U.S. Currencies
	 	 	43	 






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	 ARTICLE VIII
	 
	EVENTS OF DEFAULT; REMEDIES
	 
	Section 8.01 Events of Default
	 	 	43	 
	Section 8.02 Acceleration of Maturity; Rescission and Annulment
	 	 	44	 
	Section 8.03 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	46	 
	Section 8.04 Trustee May File Proofs of Claim
	 	 	46	 
	Section 8.05 Trustee May Enforce Claims Without Possession of Debt Securities
	 	 	47	 
	Section 8.06 Application of Money Collected
	 	 	47	 
	Section 8.07 Limitation on Suits
	 	 	47	 
	Section 8.08 Unconditional Right of Holders to Receive Principal, Premium and Interest
	 	 	48	 
	Section 8.09 Restoration of Rights and Remedies
	 	 	48	 
	Section 8.10 Rights and Remedies Cumulative
	 	 	49	 
	Section 8.11 Delay or Omission Not Waiver
	 	 	49	 
	Section 8.12 Control by Holders of Debt Securities
	 	 	49	 
	Section 8.13 Waiver of Past Defaults
	 	 	49	 
	Section 8.14 Undertaking for Costs
	 	 	50	 
	Section 8.15 Waiver of Stay or Extension Laws
	 	 	50	 
	 
	ARTICLE IX
	 
	THE TRUSTEE
	 
	Section 9.01 Certain Duties and Responsibilities
	 	 	50	 
	Section 9.02 Notice of Defaults
	 	 	52	 
	Section 9.03 Certain Rights of Trustee
	 	 	52	 
	Section 9.04 Not Responsible for Recitals or Issuance of Debt Securities
	 	 	54	 
	Section 9.05 May Hold Debt Securities
	 	 	54	 
	Section 9.06 Money Held in Trust
	 	 	54	 
	Section 9.07 Compensation and Reimbursement
	 	 	54	 
	Section 9.08 Disqualification; Conflicting Interests
	 	 	55	 
	Section 9.09 Corporate Trustee Required; Eligibility
	 	 	55	 
	Section 9.10 Resignation and Removal; Appointment of Successor
	 	 	56	 
	Section 9.11 Acceptance of Appointment by Successor or New Trustee
	 	 	58	 
	Section 9.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	59	 
	Section 9.13 Preferential Collection of Claims Against Company
	 	 	60	 
	Section 9.14 Co-trustees and Separate Trustees
	 	 	60	 
	Section 9.15 Appointment of Authenticating Agent
	 	 	61	 
	 
	ARTICLE X
	 
	HOLDERS’ LISTS AND REPORTS 



BY TRUSTEE AND COMPANY
	 
	Section 10.01 Lists of Holders
	 	 	63	 






iii









 






	 	 	 	 	 

	Section 10.02 Reports by Trustee and Company
	 	 	63	 
	 
	ARTICLE XI	 	 	 	 
	 
	CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER	 	 	 	 
	 
	Section 11.01 Company May Consolidate, Etc., Only on Certain Terms
	 	 	64	 
	Section 11.02 Successor Corporation Substituted
	 	 	64	 
	 
	ARTICLE XII	 	 	 	 
	 
	SUPPLEMENTAL INDENTURES	 	 	 	 
	 
	Section 12.01 Supplemental Indentures Without Consent of Holders
	 	 	65	 
	Section 12.02 Supplemental Indentures With Consent of Holders
	 	 	66	 
	Section 12.03 Effect of Supplemental Indentures
	 	 	68	 
	Section 12.04 Conformity With Trust Indenture Act
	 	 	68	 
	Section 12.05 Reference in Debt Securities to Supplemental Indentures
	 	 	68	 
	Section 12.06 Modification Without Supplemental Indenture
	 	 	68	 
	Section 12.07 Execution of Supplemental Indentures
	 	 	69	 
	 
	ARTICLE XIII	 	 	 	 
	 
	MEETINGS OF HOLDERS; ACTION WITHOUT MEETING SECTION	 	 	 	 
	 
	Section 13.01 Purposes for Which Meetings May be Called
	 	 	69	 
	Section 13.02 Call, Notice and Place of Meetings
	 	 	69	 
	Section 13.03 Persons Entitled to Vote at Meetings
	 	 	70	 
	Section 13.04 Quorum; Action
	 	 	70	 
	Section 13.05 Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	71	 
	Section 13.06 Counting Votes and Recording Action of Meetings
	 	 	72	 
	Section 13.07 Action Without Meeting
	 	 	72	 
	 
	ARTICLE XIV	 	 	 	 
	 
	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	 	 	 	 
	 
	Section 14.01 Liability Solely Corporate
	 	 	72	 







iv











 





     INDENTURE, dated as of July ____, 2011, between DEVON ENERGY CORPORATION, a corporation
duly organized and existing under the laws of the State of Delaware (herein called the “Company”),
having its principal office at 20 North Broadway, Suite 1500, Oklahoma City, Oklahoma 73102-8260,
and UMB BANK, NATIONAL ASSOCIATION, having its principal corporate trust office at 1010 Grand
Blvd., Kansas City, Missouri 64106, Attention: Corporate Trust, as Trustee (herein called the
“Trustee”).



RECITAL 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 debentures, notes or other evidences of indebtedness (herein
called the “Debt Securities”) in an unlimited aggregate principal amount, to be issued in one or
more series as contemplated herein; and all acts necessary to make this Indenture a valid and
legally binding agreement of the Company have been performed.



     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires, capitalized terms used herein shall have the meanings assigned to them
in Article I of this Indenture.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


Section 1.01 Definitions.




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



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



     (b) all terms used herein without definition which are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein;



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



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



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



 









 





     “Act”, when used with respect to any Holder of a Debt Security, has the meaning specified in
Section 1.04.



     “Additional Interest” means the interest, if any, that shall accrue on any interest on the
Debt Securities of any series the payment of which has not been made on the applicable Interest
Payment Date and which shall accrue at the rate per annum specified or determined as specified in
such Debt Security.



     “Additional Amounts” means any additional amounts which are required hereby or by any Debt
Security, under circumstances specified herein or therein, to be paid by the Company in respect of
certain taxes, assessments or other governmental charges imposed on Holders specified therein and
which are owing to such Holders.



     “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 (other than the Company or an Affiliate of the
Company) authorized by the Trustee pursuant to Section 9.15 to act on behalf of the Trustee to
authenticate one or more series of Debt Securities or Tranche thereof.



     “Authorized Officer” means the Chairman of the Board, the President, any Vice President, the
Treasurer or any other duly authorized officer of the Company.



     “Board of Directors” means either the board of directors of the Company or any committee
thereof duly authorized to act or any director or directors and/or officer or officers of the
Company to whom that board or committee shall have duly delegated its authority in respect of
matters relating to this Indenture.



     “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 a Place of Payment or any other particular location
specified in the Debt Securities or this Indenture, means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies in such Place of Payment or
other location are generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 3.01.



     “Capital Interests” means, with respect to any Person, any and all shares, interests,
participations, rights or other equivalents (however designated) of such Person’s equity,
including, without limitation (i) with respect to partnerships, partnership interests (whether
general or limited), (ii) with respect to limited liability companies, member interests and (iii)
any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such Person.



2









 





     “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 date of execution
and delivery of this Indenture such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body, if any, performing such duties at such
time.



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



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



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



     “Consolidated Net Tangible Assets” means, calculated as of the date of the financial
statements for the most recently ended fiscal quarter or fiscal year, as applicable, prior to the
date of determination, the aggregate amount of assets of the Company and its consolidated
Subsidiaries, less applicable reserves and other properly deductible items but including
investments in non-consolidated entities, after deducting therefrom:




     (i) all current liabilities, excluding any portion thereof constituting Funded Debt
by reason of being renewable or extendible at the option of the obligor beyond 12 months
from the date of determination; and




     (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and
expenses and other like intangibles, all as set forth on a consolidated balance sheet of the
Company and its consolidated Subsidiaries and computed in accordance with GAAP.



     “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the date of execution
and delivery of this Indenture is located at Kansas City, Missouri.



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



     “Debt” has the meaning specified in Section 6.06.



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



     “Debt Security Register” and “Debt Security Registrar” have the respective meanings specified
in Section 3.05.



     “Defaulted Interest” has the meaning specified in Section 3.07.



     “Depositary” shall mean, with respect to Debt Securities of any series, for which the Company
shall determine that such Debt Securities will be issued in the form of one or more



3









 




Global Securities, DTC, another clearing agency, or any successor registered as a clearing
agency under the Exchange Act or other applicable statute or regulation, which, in each case, shall
be designated by the Company pursuant to Section 2.03(c).




     “Designated Trustee Office” means any office or offices of the Trustee or any Affiliate,
servicer or other agent of the Trustee from time to time established by the Trustee in its
discretion as the location at which particular actions or functions (for example, registration of
securities and paying agent responsibilities) will occur. The Trustee shall, upon the written
request of the Company or any Holder, provide the Company or such Holder with a written list of its
Designated Trustee Offices hereunder.



     “Discharge” has the meaning specified in Section 7.03.



     “Discount Debt Security” means any Debt 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 8.02. “Interest” with respect to a Discount Debt Security means
interest, if any, borne by such Debt Security at a Stated Interest Rate.



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



     “DTC” means The Depository Trust Company, Inc. and its successors.



     “Eligible Obligations” means, with respect to Debt Securities denominated in a currency other
than Dollars or in a composite currency, such other obligations or instruments as shall be
specified with respect to such Debt Securities, as contemplated by Section 3.01.



     “Event of Default” has the meaning specified in Section 8.01.



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



     “Funded Debt” means all Debt of the Company or any of its Subsidiaries for money borrowed
which is not by its terms subordinated in right of payment to the prior payment in full of the Debt
Securities, having a maturity of more than 12 months from the date as of which the amount thereof
is to be determined or having a maturity of fewer than 12 months but by its terms being (1)
renewable or extendible beyond 12 months from such date at the option of the obligor; or (2) issued
in connection with a commitment by a bank or other financial institution to lend so that the
indebtedness is treated as though it had a maturity in excess of 12 months pursuant to GAAP.



     “GAAP” means generally accepted accounting principles in effect in the United States as in
effect from time to time; provided, however if the Company is required by the Commission to adopt
(or is permitted to adopt and so adopts) a different accounting framework, including but not
limited to the International Financial Reporting Standards, “GAAP” shall mean such new accounting
framework as in effect from time to time, including, without limitation, in each case, those
accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or in such other statements by



4









 




such other entity as may be approved by a significant segment of the accounting profession of
the United States.




     “Global Security” shall mean, with respect to the Debt Securities, a Debt Security executed by
the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with this Indenture, which shall be registered in the name of the
Depositary or its nominee.



     “Governmental Authority” means the government of the United States or of any State or
Territory thereof or of the District of Columbia or of any county, municipality or other political
subdivision of any thereof, or any department, agency, authority or other instrumentality of any of
the foregoing.



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



     “Indebtedness” means any indebtedness for money borrowed.



     “Indenture” means this instrument as originally executed and delivered and as it may from time
to time be supplemented or amended by one or more indentures or Officer’s Certificates supplemental
hereto entered into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Debt Securities established as contemplated by Section 3.01.



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



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



     “Mortgage” means and includes any mortgage, pledge, lien, security interest, conditional sale
or other title retention agreement or other similar encumbrance.



     “Offshore” means the lands beneath the navigable waters of the United States or Canada, or the
continental shelf of the United States or Canada.



     “Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to
the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of the
Company.



     “Ordinary Course Mortgage” shall mean:



     (a) Mortgages for taxes, assessments or governmental charges or levies on the property of
the Company or any Restricted Subsidiary if the same shall not at the time be



5









 




delinquent or thereafter can be paid without penalty, or are being contested in good faith and
by appropriate proceedings and for which adequate reserves to the extent required by GAAP shall
have been set aside on the books of the Company;




     (b) Mortgages imposed by law, such as carriers’, warehousemen’s, landlords’ and mechanics’
liens and other similar liens arising in the ordinary course of business which secure obligations
not more than 60 days past due or which are being contested in good faith by appropriate
proceedings and for which adequate reserves to the extent required by GAAP shall have been set
aside on the books of the Company;



     (c) Mortgages arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement benefits, or
similar legislation;



     (d) Utility easements, building restrictions and such other encumbrances or charges
against real property as are of a nature generally existing with respect to properties of a similar
character and which do not in any material way affect the marketability of the same or interfere
with the use thereof in the business of the Company or its Restricted Subsidiaries, as the case may
be;



     (e) Mortgages arising under operating agreements or similar agreements in respect of
obligations which are not yet due or which are being contested in good faith by appropriate
proceedings;



     (f) Mortgages reserved in oil, gas and/or mineral leases for bonus or rental payments and
for compliance with the terms of such leases;



     (g) Mortgages pursuant to partnership agreements, oil, gas and/or mineral leases,
farm-out-agreements, division orders, contracts for the sale, purchase, exchange, or processing of
oil, gas and/or other hydrocarbons, unitization and pooling declarations and agreements, operating
agreements, development agreements, area of mutual interest agreements, forward sale agreements,
oil and gas delivery obligations, and other agreements which are customary in the oil, gas and
other mineral exploration, development and production business and in the business of processing of
gas and gas condensate production of the extraction of products therefrom;



     (h) Mortgages on personal property (excluding the Capital Interests or Indebtedness of any
Restricted Subsidiary) securing Indebtedness maturing not more than one year from the date of its
creation; and



     (i) Mortgages relating to a judgment or other court-ordered award or settlement as to
which the Company has not exhausted its appellate rights.



     “Original Issue Discount Security” means any Debt Security that is issued with “original issue
discount” within the meaning of Section 1273(a) of the Code and the regulations thereunder, or any
successor provision, and any other Debt Security designated by the Company as issued under original
issue discount for United States federal income tax purposes.



6









 





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



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



     (b) Debt Securities deemed to have been paid in accordance with Section 7.02; and



     (c) Debt Securities which have been paid pursuant to Section 3.06 or in exchange for or in
lieu of which other Debt Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Debt Securities in respect of which there shall have been presented
to the Trustee proof satisfactory to it and the Company that such Debt Securities are held by a
bona fide purchaser or purchasers in whose hands such Debt Securities are valid obligations of the
Company;


provided, however, that in determining whether or not the Holders of the requisite principal amount
of the Debt Securities Outstanding under this Indenture, or the Outstanding Debt Securities of any
series or Tranche, have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or whether or not a quorum is present at a meeting of Holders of Debt Securities,





     (x) Debt Securities owned by the Company or any other obligor upon the Debt
Securities or any Affiliate of the Company or of such other obligor (unless the Company,
such Affiliate or such obligor owns all Debt Securities Outstanding under this Indenture, or
all Outstanding Debt Securities of each such series and each such Tranche, as the case may
be, determined without regard to this clause (x)) 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 Debt Securities which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded; provided,
however, that Debt 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 Debt Securities and that the pledgee is not the Company
or any other obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor; and




     (y) the principal amount of a Discount Debt Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon a declaration of acceleration of the
Maturity thereof pursuant to Section 8.02;


provided, further, that, in the case of any Debt Security, the principal of which is payable from
time to time without presentment or surrender, the principal amount of such Debt Security that
shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the
original principal amount thereof less the aggregate amount of principal thereof theretofore paid.







7









 








     “Paying Agent” means any Person, including the Company, authorized by the Company to pay the
principal of and premium, if any, or interest (including Additional Interest), if any, on any Debt
Securities on behalf of the Company.



     “Periodic Offering” means an offering of Debt Securities of a series from time to time any or
all of the specific terms of which Debt Securities, including without limitation the rate or rates
of interest (including Additional Interest), if any, thereon, the Stated Maturity or Maturities
thereof and the redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Debt Securities.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, trust or unincorporated organization or any Governmental Authority.



     “Place of Payment”, when used with respect to the Debt Securities of any series, or Tranche
thereof, means the place or places, specified as contemplated by Section 3.01, at which, subject to
Section 6.02, principal of and premium, if any, and interest (including Additional Interest), if
any, on the Debt Securities of such series or Tranche are payable.



     “Predecessor Debt Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Debt Security;
and, for the purposes of this definition, any Debt Security authenticated and delivered under
Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security
shall be deemed (to the extent lawful) to evidence the same debt as the mutilated, destroyed, lost
or stolen Debt Security.



     “Principal Property” means any oil, gas or mineral producing property, or any refining,
processing, smelting or manufacturing facility located in the United States, Canada or Offshore,
other than: (1) property employed in transportation, distribution or marketing; (2) information and
electronic data processing equipment; or (3) any property that, in the opinion of the Board of
Directors of the Company, is not materially important to the total business conducted by the
Company and its Subsidiaries as an entirety.



     “Redemption Date,” when used with respect to any Debt 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 Debt 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 Debt
Securities of any series means the date specified for that purpose as contemplated by Section 3.01.



     “Required Currency” has the meaning specified in Section 3.11.



     “Responsible Officer” shall mean, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice
president, assistant secretary, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by the persons who at the
time



8









 




shall be such officers, respectively, or to whom any corporate trust matter is referred
because of such person’s knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.




     “Restricted Subsidiary” means Devon Financing Company, L.L.C. and any other Subsidiary of the
Company: (1) a substantial portion of the property of which is located, or a substantial portion of
the business of which is carried on, within the United States, Canada or Offshore; (2) that owns or
leases under a capital lease any Principal Property; and (3) that has a Stockholders’ Equity
exceeding 5% of Consolidated Net Tangible Assets.



     “Special Record Date” for the payment of any Defaulted Interest on the Debt Securities of any
series means a date fixed by the Trustee pursuant to Section 3.07.



     “Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its
terms is stated to bear interest. Any calculation or other determination to be made under this
Indenture by reference to the Stated Interest Rate on a Debt Security shall be made without regard
to the effective interest cost to the Company of such Debt Security and without regard to the
Stated Interest Rate on, or the effective cost to the Company of, any other indebtedness in respect
of which the Company’s obligations are evidenced or secured in whole or in part by such Debt
Security.



     “Stated Maturity,” when used with respect to any obligation or any installment of principal
thereof or interest thereon, means the date on which the principal of such obligation or such
installment of principal or interest is stated to be due and payable (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension).



     “Stockholders’ Equity” means, with respect to any corporation, partnership, joint venture,
association, joint stock company, limited liability company, unlimited liability company, trust,
unincorporated organization or government, or any agency or political subdivision thereof,
stockholders’ equity, as computed in accordance with GAAP.



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



     “Successor Company” has the meaning specified in Section 3.05.



     “Tranche” means a group of Debt Securities which (a) are of the same series and (b) have
identical terms except as to principal amount.



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force and effect as of the
date of execution of this Indenture; provided, however, that in the event the Trust Indenture Act
of 1939 is succeeded by another statute or is amended after such date, “Trust Indenture Act” shall
mean such successor statute or the Trust Indenture Act of 1939, as so amended, to the



9









 




extent such successor statute or amendment is applicable to this Indenture or to the actions
of the Company or the Trustee under or pursuant to this Indenture.




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



     “U.S. Government Obligations” has the meaning specified in Section 7.03.



     “United States” means the United States of America, its territories, its possessions and other
areas subject to its political jurisdiction.


Section 1.02 Compliance Certificates and Opinions.




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



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



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



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



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



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


Section 1.03 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



10









 




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



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



     Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other
inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall be deemed to have
been executed and/or delivered as of the date or dates required with respect to the document or
instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding,
if any such corrective document or instrument indicates that action has been taken by or at the
request of the Company which could not have been taken had the original document or instrument not
contained such error or omission, the action so taken shall not be invalidated or otherwise
rendered ineffective but shall be and remain in full force and effect, (except to the extent that
such action was a result of willful misconduct or bad faith or had or could be expected to have a
material adverse effect on the Holders of any Debt Securities issued hereunder). Without limiting
the generality of the foregoing, any Debt Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the Company entitled to the
benefits of this Indenture equally and ratably with all other Outstanding Debt Securities.


Section 1.04 Acts of Holders.




     (a) Any request, demand, authorization, direction, notice, consent, election, waiver or
other action provided by this Indenture to be made, 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 an agent duly appointed in writing or, alternatively, may be embodied in and evidenced
by the record of Holders voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders duly called and held in accordance with the provisions of
Article XIII, or a combination of such instruments and any such record. Except as



11









 




herein otherwise expressly provided, such action shall become effective when such instrument
or instruments or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or of the holding by
any Person of a Debt Security, shall be sufficient for any purpose of this Indenture and (subject
to Section 9.01) conclusive in favor of the Trustee and the Company, if made in the manner provided
in this Section. The record of any meeting of Holders shall be proved in the manner provided in
Section 13.06.




     (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 or may be proved in
any other manner which the Trustee and the Company deem sufficient. 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.



     (c) The principal amount (except as otherwise contemplated in clause (y) of the proviso to
the definition of Outstanding) and serial numbers of Debt Securities held by any Person, and the
date of holding the same, shall be proved by the Debt Security Register.



     (d) Any request, demand, authorization, direction, notice, consent, election, waiver or
other Act of a Holder shall bind every future Holder of the same Debt Security and the Holder of
every Debt 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 Debt
Security.



     (e) Until such time as written instruments shall have been delivered to the Trustee with
respect to the requisite percentage of principal amount of Debt Securities for the action
contemplated by such instruments, any such instrument executed and delivered by or on behalf of a
Holder may be revoked with respect to any or all of such Debt Securities by written notice by such
Holder or any subsequent Holder, proven in the manner in which such instrument was proven.



     (f) Debt Securities of any series, or any Tranche thereof, authenticated and delivered
after any Act of Holders may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so
determine, new Debt Securities of any series, or any Tranche thereof, so modified as to conform, in
the opinion of the Trustee and the Company, to such action may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities
of such series or Tranche.



     (g) If the Company shall solicit from Holders any request, demand, authorization,
direction, notice, consent, election, waiver or other Act, the Company may, at its option, fix in



12









 




advance a record date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, election, waiver or other Act, but the Company shall
have no obligation to do so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, election, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on the record date shall be deemed to
be Holders for the purposes of determining whether Holders of the requisite proportion of the
Outstanding Debt Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, election, waiver or other Act, and for that purpose the
Outstanding Debt Securities shall be computed as of the record date.



Section 1.05 Notices, Etc. to Trustee and Company.




     Any request, demand, authorization, direction, notice, consent, election, 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, the Trustee by any Holder or by the Company, or 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 delivered personally to an officer or other responsible
employee of the addressee, or transmitted by facsimile transmission or other direct written
electronic means to such telephone number or other electronic communications address as the parties
hereto shall from time to time designate, or transmitted by certified or registered mail, charges
prepaid, to the applicable address set opposite such party’s name below or to such other address as
either party hereto may from time to time designate:


If to the Trustee, to:



1010 Grand Blvd.

Kansas City, MO 64106

Attention: Corporate Trust

Telephone No.: 405-239-5901

Telecopier No.: 405-236-1971



If to the Company:



Devon Energy Corporation

20 North Broadway, Suite 1500

Oklahoma City, Oklahoma 73102-8260

Attention: General Counsel

Telephone No.: (405) 235-3611

Telecopier No.: (405) 552-4550




     Any communication contemplated herein shall be deemed to have been made, given, furnished and
filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission or
other direct written electronic means, upon date of receipt of the transmission, and if transmitted
by certified or registered mail, on the date of receipt.


Section 1.06 Notice to Holders of Debt Securities; Waiver.








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     Except as otherwise expressly provided herein, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to
Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at the address of such Holder as it appears in the Debt Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.



     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 to Holders by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose
hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders.



     Any notice required by this Indenture may be waived in writing by the Person entitled to
receive such notice, either before or after the event otherwise to be specified therein, 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.



     If Debt Securities of any series have been issued in whole or in part in the form of one or
more Global Securities through DTC as Depositary, notice may be provided by delivery of such notice
to DTC for posting through its “Legal Notice Service” (LENS) or a successor system thereof.


Section 1.07 Conflict with Trust Indenture Act.




     If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or another provision included in this Indenture which is required to be
included in this Indenture by any of the provisions of Sections 310 to 318, inclusive, of the Trust
Indenture Act, such imposed duties or incorporated provision shall control.


Section 1.08 Effect of Headings and Table of Contents.




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


Section 1.09 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 1.10 Separability Clause.




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


Section 1.11 Benefits of Indenture.








14









 








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


Section 1.12 Governing Law; Waiver of Trial by Jury.




     This Indenture and the Debt Securities shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflicts of law principles thereof, except to
the extent that the law of any other jurisdiction shall be mandatorily applicable.



     EACH PARTY HERETO, AND EACH HOLDER OF A DEBT SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE.


Section 1.13 Legal Holidays.




     In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Debt
Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Debt Securities other than a provision in Debt Securities of
any series, or any Tranche thereof, or in the indenture supplemental hereto, Board Resolution or
Officer’s Certificate which establishes the terms of the Debt Securities of such series or Tranche,
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,
and, if such payment is made or duly provided for on such Business Day, no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, to such Business Day.



ARTICLE II




DEBT SECURITY FORMS


Section 2.01 Forms Generally.




     The definitive Debt Securities of each series shall be in substantially the form or forms
thereof established in the indenture supplemental hereto establishing such series or in a Board
Resolution establishing such series, or in an Officer’s Certificate pursuant to such supplemental
indenture or Board Resolution, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Debt Securities, as evidenced
by their execution of the Debt Securities. If the form or forms of Debt Securities of any series
are established in a Board Resolution or in an Officer’s Certificate pursuant to an indenture
supplement hereto or to a Board Resolution, such Board Resolution and Officer’s Certificate, if




15











 




any, shall be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such Debt Securities.




     Unless otherwise specified as contemplated by Sections 3.01 or 12.01(g), the Debt Securities
of each series shall be issuable in registered form without coupons. The definitive Debt Securities
shall be produced in such manner as shall be determined by the officers executing such Debt
Securities, as evidenced by their execution thereof.


Section 2.02 Form of Trustee’s Certificate of Authentication.




     The Trustee’s certificate of authentication shall be in substantially the form set forth
below:



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



	 	 	 	 	 
	Dated: ________________ 	UMB Bank, National Association,

as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Representative 	 
	 	 	 	 
	 


Section 2.03 Debt Securities Issuable in the Form of a Global Security.





     (a) If the Company shall establish pursuant to Section 3.01 that the Debt Securities of a
particular series are to be issued in whole or in part in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance with Section 3.03
and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global
Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of the Outstanding Debt Securities of such series to be represented
by such Global Security or Securities, (ii) may provide that the aggregate amount of Outstanding
Debt Securities represented thereby may from time to time be increased or reduced to reflect
exchanges, (iii) shall be registered in the name of the Depositary for such Global Security or
Securities or its nominee, (iv) shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instruction and (v) shall bear a legend in accordance with the requirements of the
Depositary.



     (b) Notwithstanding any other provision of this Section or of Section 3.05, except as
contemplated by the provisions of paragraph (c) below, unless the terms of a Global Security
expressly permit such Global Security to be exchanged in whole or in part for individual Debt
Securities, a Global Security may be transferred, in whole but not in part and in the manner
provided in Section 3.05, only to a nominee of the Depositary for such Global Security, or to the
Depositary, or to a successor Depositary for such Global Security selected or approved by the
Company, or to a nominee of such successor Depositary.



     (c) If at any time the Depositary for a Global Security notifies the Company that it is
unwilling or unable to continue as the Depositary for such Global Security or if at any time the



16









 




Depositary for the Debt Securities for such series shall no longer be eligible or in good
standing under the Exchange Act, or other applicable statute or regulation, the Company shall
appoint a successor Depositary with respect to such Global Security. If a successor Depositary for
such Global Security is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of Debt Securities of such series in
the form of definitive certificates in exchange for such Global Security, will authenticate and
deliver Debt Securities of such series in the form of definitive certificates of like tenor and
terms in an aggregate principal amount equal to the principal amount of the Global Security in
exchange for such Global Security. Such Debt Securities will be issued to and registered in the
name of such Person or Persons as are specified by the Depositary.





          (1) The Company may at any time and in its sole discretion determine that the
Debt Securities of any series issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities. In
any such event the Company will execute, and the Trustee, upon receipt of a Company
Request for the authentication and delivery of Debt Securities in the form of
definitive certificates in exchange in whole or in part for such Global Security,
will authenticate and deliver without service charge to each Person specified by the
Depositary Debt Securities in the form of definitive certificates of like tenor and
terms in an aggregate principal amount equal to the principal amount of such Global
Security representing such series, or the aggregate principal amount of such Global
Securities representing such series, in exchange for such Global Security or
Securities.




          (2) If specified by the Company pursuant to Section 3.01 with respect to Debt
Securities issued or issuable in the form of a Global Security, the Depositary for
such Global Security may surrender such Global Security in exchange in whole or in
part for Debt Securities in the form of definitive certificates of like tenor and
terms on such terms as are acceptable to the Company and such Depositary. Thereupon
the Company shall execute, and the Trustee shall authenticate and deliver, without
service charge, (A) to each Person specified by such Depositary a new Debt Security
or Securities of the same series of like tenor and terms and any authorized
denomination as requested by such Person in aggregate principal amount equal to and
in exchange for such Person’s beneficial interest in the Global Security and (B) to
such Depositary a new Global Security of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal amount of the
surrendered Global Security and the aggregate principal amount of Debt Securities
delivered to Holders thereof.




          (3) In any exchange provided for in any of the preceding three subparagraphs,
the Company shall execute and the Trustee shall authenticate and deliver Debt
Securities in the form of definitive certificates in authorized denominations. Upon
the exchange of the entire principal amount of a Global Security for Debt Securities
in the form of definitive certificates, such Global Security shall be canceled by
the Trustee. Except as provided in the immediately



17









 






preceding subparagraph, Debt Securities issued in exchange for a Global
Security pursuant to this Section shall be registered in such names and in such
authorized denominations as the Depositary for such Global Security, acting pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Provided that the Company and the Trustee have so agreed, the
Trustee shall deliver such Debt Securities to the Persons in whose names the Debt
Securities are so to be registered.




          (4) Any endorsement of a Global Security to reflect the principal amount
thereof, or any increase or decrease in such principal amount, or changes in the
rights of Holders of Outstanding Debt Securities represented thereby shall be made
in such manner and by such Person or Persons as shall be specified in or pursuant to
any applicable letter of representations or other arrangement entered into with, or
procedures of, the Depositary with respect to such Global Security or in the Company
Order delivered or to be delivered pursuant to Section 3.03 with respect thereto.
Subject to the provisions of Section 3.03, the Trustee shall deliver and redeliver
any such Global Security in the manner and upon instructions given by the Person or
Persons specified in or pursuant to any applicable letter of representations or
other arrangement entered into with, or procedures of, the Depositary with respect
to such Global Security or in any applicable Company Order. If a Company Order
pursuant to Section 3.03 is so delivered, any instructions by the Company with
respect to such Global Security contained therein shall be in writing but need not
be accompanied by or contained in an Officer’s Certificate and need not be
accompanied by an Opinion of Counsel.




          (5) The Depositary or, if there be one, its nominee, shall be the Holder of a
Global Security for all purposes under this Indenture; and beneficial owners with
respect to such Global Security shall hold their interests pursuant to applicable
procedures of such Depositary. The Company, the Trustee and the Debt Security
Registrar shall be entitled to deal with such Depositary for all purposes of this
Indenture relating to such Global Security (including the payment of principal,
premium, if any, and interest (including any Additional Interest) and the giving of
instructions or directions by or to the beneficial owners of such Global Security as
the sole Holder of such Global Security and shall have no obligations to the
beneficial owners thereof (including any direct or indirect participants in such
Depositary). None of the Company, the Trustee, any Paying Agent or the Debt Security
Registrar shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security in or pursuant to any applicable letter of representations or other
arrangement entered into with, or procedures of, the Depositary with respect to such
Global Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.



18









 





ARTICLE III




THE DEBT SECURITIES


Section 3.01 Amount Unlimited; Issuable in Series.




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



     The Debt Securities may be issued in one or more series. Subject to the last paragraph of this
Section, prior to the authentication and delivery of Debt Securities of any series there shall be
established by specification in a supplemental indenture or in a Board Resolution, or in an
Officer’s Certificate pursuant to a supplemental indenture or a Board Resolution:



     (a) the title of the Debt Securities of such series (which shall distinguish the Debt
Securities of such series from Debt Securities of all other series, except to the extent that
additional Debt Securities of an existing series are being issued);



     (b) any limit upon the aggregate principal amount of the Debt Securities of such 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 Debt
Securities of the series pursuant to Section 3.04, 3.05, 3.06, 4.06 or 12.05 and, except for any
Debt Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and
delivered hereunder);



     (c) the Person or Persons (without specific identification) to whom interest on Debt
Securities of such series, or any Tranche thereof, shall be payable on any Interest Payment Date,
if other than the Persons in whose names such Debt Securities (or one or more Predecessor Debt
Securities) are registered at the close of business on the Regular Record Date for such interest;



     (d) the dates on which or periods during which the Debt Securities of a series may be issued,
and the date or dates on which the principal of the Debt Securities of such series or any Tranche
thereof, is payable or any formulary or other method or other means by which such date or dates
shall be determined or extended, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension);



     (e) the rate or rates at which the Debt Securities of such series, or any Tranche thereof,
shall bear interest, if any (including (i) the rate or rates at which overdue principal shall bear
interest, if different from the rate or rates at which such Debt Securities shall bear interest
prior to Maturity, (ii) if applicable, the rate or rates at which overdue premium shall bear
interest, if any and (iii) if applicable, the rate or rates and extent to which Additional
Interest, if any, shall be payable), whether such interest shall accrue and increase the aggregate
principal amount outstanding of such series (including if such Debt Securities were originally
issued at a discount) the period or periods during which such rate or rates shall be applicable, or
any formulary or other method or other means by which such rate or rates, and any period or
periods, shall be determined, by reference to an index or other fact or event ascertainable outside
of this Indenture or otherwise; the date or dates from which such interest shall accrue, or the
method by which



19









 




such date or dates shall be determined; whether and under what circumstances Additional
Amounts shall be payable; the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date, if any, for the interest payable on such Debt Securities on any Interest
Payment Date, or the method by which such date or dates shall be determined; the right, if any, to
extend or defer interest payments and the duration of such extension or deferral and the basis of
computation of interest, if other than as provided in Section 3.10;




     (f) the place or places at which or methods by which (1) the principal of and premium, if any,
and interest (including Additional Interest), if any, on Debt Securities of such series, or any
Tranche thereof, shall be payable, (2) registration of transfer of Debt Securities of such series,
or any Tranche thereof, may be effected, (3) exchanges of Debt Securities of such series, or any
Tranche thereof, may be effected and (4) notices and demands to or upon the Company in respect of
the Debt Securities of such series, or any Tranche thereof, and this Indenture may be served; the
Debt Security Registrar for such series; and if such is the case, that the principal of such Debt
Securities shall be payable without presentment or surrender thereof;



     (g) the period or periods within which, or the date or dates on which, the price or prices at
which and the terms and conditions upon which the Debt Securities of such series, or any Tranche
thereof, may be redeemed, in whole or in part, at the option of the Company and any restrictions on
such redemptions;



     (h) the obligation or obligations or options, if any, of the Company to redeem or purchase the
Debt Securities of such series, or any Tranche thereof, pursuant to any sinking fund or other
mandatory redemption or tender provisions or at the option of a Holder thereof and the period or
periods within which, the date or dates on which, the price or prices at which the currency or
currencies in which and the terms and conditions upon which such Debt Securities shall be redeemed
or purchased, in whole or in part, pursuant to such obligation, and applicable exceptions to the
requirements of Section 4.04 in the case of mandatory redemption or redemption at the option of the
Holder;



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



     (j) the currency or currencies, including composite currencies, in which payment of the
principal of and premium, if any, and interest (including Additional Interest), if any, on the Debt
Securities of such series, or any Tranche thereof, shall be payable and any other terms concerning
such payment (if other than in Dollars);



     (k) if the principal of or premium, if any, or interest (including Additional Interest), if
any, on the Debt Securities of such series, or any Tranche thereof, are to be payable, at the
election of the Company or a Holder thereof, in a coin or currency other than that in which the
Debt Securities are stated to be payable, the period or periods within which and the terms and
conditions upon which such election may be made and the time and manner of determining the exchange
rate between the currency in which the Debt Securities are denominated or payable without such
election and the currency in which the Debt Securities are to be paid if such election is made;



20









 





     (l) if the principal of or premium, if any, or interest (including Additional Interest), if
any, on the Debt Securities of such series, or any Tranche thereof, are to be payable, or are to be
payable at the election of the Company or a Holder thereof, in securities or other property, the
type and amount of such securities or other property, or the formulary or other method or other
means by which such amount shall be determined, and the period or periods within which, and the
terms and conditions upon which, any such election may be made;



     (m) if the amount payable in respect of principal of or premium, if any, or interest
(including Additional Interest), if any, on the Debt Securities of such series, or any Tranche
thereof, may be determined with reference to an index or other fact or event ascertainable outside
this Indenture (including, but not limited to, an index based on a currency or currencies other
than that in which the Debt Securities are stated to be payable), the manner in which such amounts
shall be determined to the extent not established pursuant to clause (e) of this paragraph;



     (n) if other than the principal amount thereof, the portion of the principal amount of Debt
Securities of such series, or any Tranche thereof, which shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 8.02;



     (o) whether the Debt Securities of the series are to be issued as Original Issue Discount
Securities and the amount of discount with which such Debt Securities may be issued;



     (p) provisions, if any, for the defeasance of Debt Securities of the series in whole or in
part and any addition or change in the provisions related to satisfaction and discharge;



     (q) any addition to or change in the Events of Default which applies to any Debt Securities of
the series and any change in the right of the Trustee or the requisite Holders of such Debt
Securities to declare the principal amount thereof due and payable pursuant to Section 8.02 and any
addition or change in the provisions set forth in Article VIII which applies to Debt Securities of
the series;



     (r) the terms, if any, pursuant to which the Debt Securities of such series, or any Tranche
thereof, may be converted into or exchanged for shares of capital stock or other securities or
property of the Company or any other Person, and any additions or changes, if any, to permit or
facilitate such conversion or exchange;



     (s) the guarantors, if any, of the Debt Securities of the series, and the extent of the
guarantees (including provisions relating to seniority, subordination, and the release of
guarantors), if any, and any additions or changes to permit or facilitate guarantees of such Debt
Securities



     (t) the obligations or instruments, if any, which shall be considered to be Eligible
Obligations in respect of the Debt Securities of such series, or any Tranche thereof, denominated
in a currency other than Dollars or in a composite currency, and any additional or alternative
provisions for the reinstatement of the Company’s indebtedness in respect of such Debt Securities
after the satisfaction and discharge thereof as provided in Section 7.02;



     (u) whether the Debt Securities of the series shall be issued in whole or in part in the form
of a Global Security or Securities; the terms and conditions, if any, upon which such Global



21









 




Security or Securities may be exchanged in whole or in part for certificated Debt Securities
of such series and of like tenor of any authorized denomination and the circumstances under which
such exchange may occur, if other than in the manner provided for in Section 2.03; the Depositary
for such Global Security or Securities; and the form of any legend or legends to be borne by any
such Global Security in addition to or in lieu of the legend referred to in Section 2.03;




     (v) the date as of which any Global Security of the series shall be dated if other than the
original issuance of the first Debt Security of the series to be issued;



     (w) if the Debt Securities of such series, or any Tranche thereof, are to be issuable in
bearer form, any and all matters incidental thereto which are not specifically addressed in a
supplemental indenture as contemplated by clause (g) of Section 12.01;



     (x) to the extent not established pursuant to clause (r) of this paragraph, any limitations on
the rights of the Holders of the Debt Securities of such Series, or any Tranche thereof, to
transfer or exchange such Debt Securities or to obtain the registration of transfer thereof; and if
a service charge will be made for the registration of transfer or exchange of Debt Securities of
such series, or any Tranche thereof, the amount or terms thereof;



     (y) any exceptions to Section 1.13, or variation in the definition of Business Day, with
respect to the Debt Securities of such series, or any Tranche thereof;



     (z) any collateral security or assurance for such series of Debt Securities;



     (aa) any credit enhancement applicable to the Debt Securities of such series;



     (bb) any addition or change in the provisions related to compensation and reimbursement of the
Trustee which applies to Debt Securities of such series;



     (cc) any addition or change in the provisions related to supplemental indentures set forth in
Sections 12.01, 12.02 and 12.03 which applies to Debt Securities of such series;



     (dd) provisions, if any, granting special rights to Holders upon the occurrence of specific
events;



     (ee) any addition to or change in the covenants set forth in Article VI which applies to Debt
Securities of the series; and



     (ff) any other terms of the Debt Securities of such series (which terms shall not be
inconsistent with the provisions of the Trust Indenture Act, but may modify, amend, supplement or
delete any of the terms of this Indenture with respect to such series).



     With respect to Debt Securities of a series subject to a Periodic Offering, the indenture
supplemental hereto or the Board Resolution which establishes such series, or the Officer’s
Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may
provide general terms or parameters for Debt Securities of such series and provide either that the
specific terms of Debt Securities of such series, or any Tranche thereof, shall be



22









 




specified in a Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as contemplated by clause (b) of
the third paragraph of Section 3.03.



Section 3.02 Denominations.




     Unless otherwise provided as contemplated by Section 3.01 with respect to any series of
Securities, or any Tranche thereof, the Debt Securities of each series shall be issuable in
denominations of $2,000 and in integral multiples of $1,000 in excess thereof.


Section 3.03 Execution, Authentication, Delivery and Dating.




     Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Debt
Securities, or any Tranche thereof, the Debt Securities shall be executed on behalf of the Company
by an Authorized Officer and may have the corporate seal of the Company affixed thereto or
reproduced thereon attested by any other Authorized Officer. The signature of any or all of these
officers on the Debt Securities may be manual or facsimile.



     Debt Securities bearing the manual or facsimile signatures of individuals who were at the time
of execution Authorized 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 Debt Securities or did not hold such offices at the date of such Debt Securities.



     The Trustee shall authenticate and deliver Debt Securities of a series, for original issue, at
one time or from time to time in accordance with the Company Order referred to below, upon receipt
by the Trustee of:



     (a) the instrument or instruments establishing the form or forms and terms of such series, as
provided in Sections 2.01 and 3.01;



     (b) a Company Order requesting the authentication and delivery of such Debt Securities and, to
the extent that the terms of such Debt Securities shall not have been established in an indenture
supplemental hereto or in a Board Resolution, or in an Officer’s Certificate pursuant to a
supplemental indenture or Board Resolution, all as contemplated by Sections 2.01 and 3.01, either
(i) establishing such terms or (ii) in the case of Debt Securities of a series subject to a
Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be
established, in either case in accordance with the instrument or instruments delivered pursuant to
clause (a) above; and



     (c) the Debt Securities of such series, executed on behalf of the Company by an Authorized
Officer.



     If the form or terms of the Debt Securities of any series have been established by or pursuant
to a Board Resolution or an Officer’s Certificate as permitted by Sections 2.01 or 3.01, the
Trustee shall not be required to authenticate such Debt Securities if the issuance of such Debt
Securities pursuant to this Indenture will materially or adversely affect the Trustee’s own rights,



23









 




duties or immunities under the Debt Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.




     Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Debt
Securities, or any Tranche thereof, each Debt Security shall be dated the date of its
authentication.



     Unless otherwise specified as contemplated by Section 3.01 with respect to any series of Debt
Securities, or any Tranche thereof, no Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee
or its agent by manual signature, and such certificate upon any Debt Security shall be conclusive
evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any
Debt Security shall have been authenticated and delivered hereunder to the Company, or any Person
acting on its behalf, but shall never have been issued and sold by the Company, and the Company
shall deliver such Debt Security to the Debt Security Registrar for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with Section 1.02 and need
not be accompanied by an Opinion of Counsel) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be entitled to the
benefits hereof.


Section 3.04 Temporary Debt Securities.




     Pending the preparation of definitive Debt Securities of any series, or any Tranche thereof,
the Company may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Debt Securities which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the definitive Debt
Securities in lieu of which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt Securities may determine, as
evidenced by their execution of such Debt Securities; provided, however, that temporary Debt
Securities need not recite specific redemption, sinking fund, conversion or exchange provisions.



     Unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities
of any series, or any Tranche thereof, after the preparation of definitive Debt Securities of such
series or Tranche, the temporary Debt Securities of such series or Tranche shall be exchangeable,
without charge to the Holder thereof, for definitive Debt Securities of such series or Tranche,
upon surrender of such temporary Debt Securities at the office or agency of the Company maintained
pursuant to Section 6.02 in a Place of Payment for such Debt Securities. Upon such surrender of
temporary Debt Securities, the Company shall, except as aforesaid, execute and the Trustee shall
authenticate and deliver in exchange therefor definitive Debt Securities of the same series and
Tranche, of authorized denominations and of like tenor and aggregate principal amount.



24









 





     Until exchanged in full as hereinabove provided, temporary Debt Securities shall in all
respects be entitled to the same benefits under this Indenture as definitive Debt Securities of the
same series and Tranche and of like tenor authenticated and delivered hereunder.


Section 3.05 Registration, Registration of Transfer and Exchange.




     The Company shall cause to be kept in each office designated pursuant to Section 6.02, with
respect to the Debt Securities of each series or any Tranche thereof, a register (all registers
kept in accordance with this Section being collectively referred to as the “Debt Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Debt Securities of such series or Tranche and the registration of
transfer thereof. The Company shall designate one Person to maintain the Debt Security Register for
the Debt Securities of each series on a consolidated basis, and such Person is referred to herein,
with respect to such series, as the “Debt Security Registrar.” Anything herein to the contrary
notwithstanding, the Company may designate one or more of its offices as an office in which a
register with respect to the Debt Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself the Debt Security Registrar with
respect to one or more of such series. The Debt Security Register shall be open for inspection by
the Trustee and the Company at all reasonable times.



     Except as otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, upon surrender for registration of transfer of
any Debt Security of such series or Tranche at the office or agency of the Company maintained
pursuant to Section 6.02 in a Place of Payment for such series or Tranche, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Debt Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount.



     Except as otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, or any Tranche thereof, any Debt Security of such series or Tranche may
be exchanged at the option of the Holder, for one or more new Debt Securities of the same series
and Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon
surrender of the Debt Securities to be exchanged at any such office or agency. Whenever any Debt
Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Debt Securities which the Holder making the exchange is entitled to
receive.



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



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



25









 





     Unless otherwise specified as contemplated by Section 3.01 with respect to Debt Securities of
any series, or any Tranche thereof, no service charge shall be made for any registration of
transfer or exchange of Debt 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 Debt Securities, other than exchanges pursuant to Section 3.04, 4.06 or
12.05 not involving any transfer.



     The Company shall not be required to execute or to provide for the registration of transfer of
or the exchange of (a) Debt Securities of any series, or any Tranche thereof, during a period of 15
days immediately preceding the day of the mailing of a notice of redemption of the Debt Securities
of such series or Tranche is to be given or (b) any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being redeemed in part.



     In case a successor Company (“Successor Company”) has executed an indenture supplemental
hereto with the Trustee pursuant to Article XII, any of the Debt Securities authenticated or
delivered pursuant to such transaction may, from time to time, at the request of the Successor
Company, be exchanged for other Debt Securities executed in the name of the Successor Company with
such changes in phraseology and form as may be appropriate, but otherwise identical to the Debt
Securities surrendered for such exchange and of like principal amount; and the Trustee, upon
Company Order of the Successor Company, shall authenticate and deliver the Debt Securities as
specified in such order for the purpose of such exchange. If Debt Securities shall at any time be
authenticated and delivered in any new name of a Successor Company pursuant to this Section 3.05 in
exchange or substitution for or upon registration of transfer of any Debt Securities, such
Successor Company, at the option of the Holders but without expense to them, shall provide for the
exchange of all Debt Securities at the time Outstanding for Debt Securities authenticated and
delivered in such new name.



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


Section 3.06 Mutilated, Destroyed, Lost and Stolen Debt Securities.




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



     If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction
of the ownership of and the destruction, loss or theft of any Debt Security and (b) such security
or indemnity as may be reasonably 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 Debt Security
is held by a Person purporting to be the owner of such Debt Security, the Company shall execute and
the Trustee shall authenticate and deliver, in lieu of any such



26









 




destroyed, lost or stolen Debt Security, a new Debt Security of the same series and Tranche,
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.




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



     Upon the issuance of any new Debt 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 reasonable expenses (including the fees and expenses of the Trustee)
connected therewith.



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


Section 3.07 Payment of Interest and Additional Interest; Interest Rights Preserved.




     Unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities
of any series, or any Tranche thereof, interest and Additional Interest on any Debt 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 Debt Security (or one or more Predecessor Debt Securities) is
registered at the close of business on the Regular Record Date for such interest.



     Any interest on any Debt 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 related Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (a) or (b) below:



     (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose
names the Debt Securities of such series (or their respective Predecessor Debt Securities) are
registered at the close of business on a date (herein called 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 Debt
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



27









 




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 promptly 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 Debt Securities of such series at the
address of such Holder as it appears in the Debt 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 Debt Securities of such series (or their respective Predecessor Debt Securities)
are registered at the close of business on such Special Record Date.




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



     Subject to the foregoing provisions of this Section and Section 3.05, each Debt Security
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Debt Security shall carry the rights to interest (including any Additional Interest)
accrued and unpaid, and to accrue, which were carried by such other Debt Security.


Section 3.08 Persons Deemed Owners.




     Prior to due presentment of a Debt 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 Debt
Security is registered as the absolute owner of such Debt Security for the purpose of receiving
payment of principal of and premium, if any, and (subject to Sections 3.05 and 3.07) interest
(including Additional Interest), if any, on such Debt Security and for all other purposes
whatsoever, whether or not such Debt Security is overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the contrary.


Section 3.09 Cancellation by Debt Security Registrar.




     All Debt Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Debt Security Registrar, be delivered to the
Debt Security Registrar and, if not theretofore canceled, shall be promptly canceled by the Debt
Security Registrar. The Company may at any time deliver to the Debt Security Registrar for
cancellation any Debt Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever or which the Company shall not have issued and sold, and
all Debt Securities so delivered shall be promptly canceled by the Debt Security Registrar. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All certificates
representing canceled Debt Securities held by the Debt Security



28









 




Registrar shall be disposed of in accordance with the customary practices of the Debt Security
Registrar at the time in effect, and the Debt Security Registrar shall not be required to destroy
any such certificates. The Debt Security Registrar, if other than the trustee, shall promptly
deliver a certificate of disposition with respect to such disposed certificates to the Trustee and
the Company unless, by a Company Order, similarly delivered, the Company shall direct that canceled
Debt Securities be returned to it. The Debt Security Registrar shall promptly deliver evidence of
any cancellation of a Debt Security in accordance with this Section to the Trustee and the Company.
If the Trustee is the entity acting as Debt Security Registrar, it shall promptly deliver to the
Company a certificate of disposition with respect to any certificates disposed of and/or evidence
of any cancellation of a Debt Security, in each case in accordance with this Section, if so
requested by a Company Order.



Section 3.10 Computation of Interest.




     Except as otherwise specified as contemplated by Section 3.01 for Debt Securities of any
series, or any Tranche thereof, interest on the Debt Securities of each series shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.


Section 3.11 Payment to be in Proper Currency.




     In the case of the Debt Securities of any series, or any Tranche thereof, denominated in any
currency other than Dollars or in a composite currency (the “Required Currency”), except as
otherwise specified with respect to such Debt Securities as contemplated by Section 3.01, the
obligation of the Company to make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company, or recovery by the
Trustee, in any currency other than the Required Currency, except to the extent that such tender or
recovery shall result in the Trustee timely holding the full amount of the Required Currency then
due and payable. If any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such currency for the
Required Currency. The costs and risks of any such exchange, including without limitation the risks
of delay and exchange rate fluctuation, shall be borne by the Company, the Company shall remain
fully liable for any shortfall or delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable therefor except in the case of its
negligence or willful misconduct.


Section 3.12 CUSIP Numbers.




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




29












 





ARTICLE IV




REDEMPTION OF DEBT SECURITIES


Section 4.01 Applicability of Article.




     Debt Securities of any series, or any Tranche thereof, which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Debt Securities of such series or Tranche) in
accordance with this Article.


Section 4.02 Election to Redeem; Notice to Trustee.




     The election of the Company to redeem any Debt Securities shall be evidenced by a Board
Resolution and/or an Officer’s Certificate. The Company shall, at least 30 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of such
Debt Securities to be redeemed. In the case of any redemption of Debt Securities (a) prior to the
expiration of any restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Debt Securities, the Company shall furnish the Trustee
with an Officer’s Certificate evidencing compliance with such restriction or condition.


Section 4.03 Selection of Debt Securities to be Redeemed.




     If less than all the Debt Securities of any series, or any Tranche thereof, are to be
redeemed, the particular Debt Securities to be redeemed shall be selected by the Trustee from the
Outstanding Debt Securities of such series or Tranche not previously called for redemption, by such
method as shall be provided for any particular series, or, in the absence of any such provision, by
such method of random selection as the Trustee shall deem fair and appropriate and which may, in
any case, provide for the selection for redemption of portions (equal to the minimum authorized
denomination for Debt Securities of such series or Tranche or any integral multiple thereof) of the
principal amount of Debt Securities of such series or Tranche of a denomination larger than the
minimum authorized denomination for Debt Securities of such series or Tranche; provided, however,
that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all
or any principal amount of the Debt Securities then Outstanding of any series, or any Tranche
thereof, and less than all of such Debt Securities as to which such offer was made shall have been
tendered to the Company for such purchase, the Trustee, if so directed by Company Order, shall
select for redemption all or any principal amount of such Debt Securities which have not been so
tendered.



     If the Debt Securities are then held in the form of a Global Security, the Trustee shall
select Debt Securities to be redeemed in accordance with the customary procedures for the
Depositary.



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



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


Section 4.04 Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 1.06 to the Holders of
the Debt Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption
Date (unless a shorter or longer period is acceptable to the Trustee).



     All notices of redemption shall state:



     (a) the Redemption Date,



     (b) the Redemption Price (or the method of calculating the Redemption Price),



     (c) if less than all the Debt Securities of any series or Tranche are to be redeemed, the
identification of the particular Debt Securities to be redeemed and the portion of the principal
amount of any Debt Security to be redeemed in part,



     (d) that on the Redemption Date, the Redemption Price, together with accrued interest
(including Additional Interest), if any, to the Redemption Date, will become due and payable upon
each such Debt Security to be redeemed and, if applicable and provided that the Redemption Price is
received by the Paying Agent or Agents on or prior to the Redemption Date, that interest (including
any Additional Interest) thereon will cease to accrue on and after said date,



     (e) the place or places where such Debt Securities are to be surrendered for payment of the
Redemption Price and accrued interest (including Additional Interest), if any, unless it shall have
been specified as contemplated by Section 3.01 with respect to such Debt Securities that such
surrender shall not be required,



     (f) that the redemption is for a sinking or other fund, if such is the case, and



     (g) such other matters as the Company shall deem desirable or appropriate (including CUSIP
numbers with respect to such Debt Securities, if the Company shall so elect, in which event such
notice of redemption may contain a disclaimer as to the correctness of such numbers either as
printed on the Debt Securities or on such notice of redemption).



     Unless otherwise specified with respect to any Debt Securities in accordance with Section
3.01, with respect to any notice of redemption of Debt Securities at the election of the Company,
unless, upon the giving of such notice, such Debt Securities shall be deemed to have been paid in
accordance with Section 7.02, such notice may state that such redemption shall be conditional
upon the receipt by the Paying Agent or Agents for such Debt Securities, on or prior to the
date fixed for such redemption, of money sufficient to pay the principal of and premium, if any,
and interest (including Additional Interest), if any, on such Debt Securities and that if such
money shall not have been so received such notice shall be of no force or effect and the Company
shall



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not be required to redeem such Debt Securities. In the event that such notice of redemption
contains such a condition and such money is not so received, the redemption shall not be made and
within a reasonable time thereafter notice shall be given, in the manner in which the notice of
redemption was given, that such money was not so received and such redemption was not required to
be made, and the Paying Agent or Agents for the Debt Securities otherwise to have been redeemed
shall promptly return to the Holders thereof any of such Debt Securities which had been surrendered
for payment upon such redemption.




     Notice of redemption of Debt Securities to be redeemed at the election of the Company, and any
notice of non-satisfaction of a condition for redemption as aforesaid, shall be given by the
Company or, at the Company’s request, by the Debt Security Registrar in the name and at the expense
of the Company. Notice of mandatory redemption of Debt Securities shall be given by the Debt
Security Registrar in the name and at the expense of the Company.


Section 4.05 Debt Securities Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in
such notice having been satisfied, the Debt Securities or portions thereof 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, in the case of an unconditional notice of redemption, the Company
shall default in the payment of the Redemption Price and accrued interest (including Additional
Interest), if any) such Debt Securities or portions thereof, if interest-bearing, shall cease to
bear interest. Upon surrender of any such Debt Security for redemption in accordance with such
notice, such Debt Security or portion thereof shall be paid by the Company at the Redemption Price,
together with accrued interest (including Additional Interest), if any, to the Redemption Date;
provided, however, that no such surrender shall be a condition to such payment if so specified as
contemplated by Section 3.01 with respect to such Debt Security; and provided, further, that except
as otherwise specified as contemplated by Section 3.01 with respect to such Debt Security, any
installment of interest on any Debt Security the Stated Maturity of which installment is on or
prior to the Redemption Date shall be payable to the Holder of such Debt Security, or one or more
Predecessor Debt Securities, registered as such at the close of business on the related Regular
Record Date according to the terms of such Debt Security and subject to the provisions of Section
3.07.


Section 4.06 Debt Securities Redeemed in Part.




     Upon the surrender of any Debt Security which is to be redeemed only in part 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), the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Debt Security, without service charge,
a new Debt Security or Debt Securities of the same series and Tranche, of any authorized
denomination requested by such Holder and of like tenor and in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Debt
Security so surrendered.



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ARTICLE V




SINKING FUNDS


Section 5.01 Applicability of Article.




     The provisions of this Article shall be applicable to any sinking fund for the retirement of
the Debt Securities of any series, or any Tranche thereof, except as otherwise specified as
contemplated by Section 3.01 for Debt Securities of such series or Tranche.



     The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of
any series, or any Tranche thereof, 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 Debt Securities of
any series, or any Tranche thereof, is herein referred to as an “optional sinking fund payment.” If
provided for by the terms of Debt Securities of any series, or any Tranche thereof, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section 5.02. Each sinking
fund payment shall be applied to the redemption of Debt Securities of the series or Tranche in
respect of which it was made as provided for by the terms of such Debt Securities.


Section 5.02 Satisfaction of Sinking Fund Payments with Debt Securities.




     The Company (a) may deliver to the Trustee Outstanding Debt Securities (other than any
previously called for redemption) of a series or Tranche in respect of which a mandatory sinking
fund payment is to be made and (b) may apply as a credit Debt Securities of such series or Tranche
which have been redeemed either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund payments pursuant to the
terms of such Debt Securities, in each case in satisfaction of all or any part of such mandatory
sinking fund payment; provided, however, that no Debt Securities shall be applied in satisfaction
of a mandatory sinking fund payment if such Debt Securities shall have been previously so applied.
Debt Securities so applied shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Debt Securities for redemption through operation of the sinking
fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.


Section 5.03 Redemption of Debt Securities for Sinking Fund.




     Not less than 45 days prior to each sinking fund payment date for the Debt Securities of any
series, or any Tranche thereof, the Company shall deliver to the Trustee an Officer’s Certificate
specifying:



     (a) the amount of the next succeeding mandatory sinking fund payment for such series or
Tranche;



     (b) the amount, if any, of the optional sinking fund payment to be made together with such
mandatory sinking fund payment;



     (c) the aggregate sinking fund payment;



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     (d) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by
the payment of cash; and



     (e) the portion, if any, of such aggregate sinking fund payment which is to be satisfied by
delivering and crediting Debt Securities of such series or Tranche pursuant to Section 5.02 and
stating the basis for such credit and that such Debt Securities have not previously been so
credited, and the Company shall also deliver to the Trustee any Debt Securities to be so delivered.



     If the Company shall not have delivered such Officer’s Certificate and, to the extent
applicable, all such Debt Securities, on or prior to the 45th day prior to such sinking fund
payment date, the sinking fund payment for such series or Tranche in respect of such sinking fund
payment date shall be made entirely in cash in the amount of the mandatory sinking fund payment.
Not less than 30 days before each such sinking fund payment date the Trustee shall select the Debt
Securities to be redeemed upon such sinking fund payment date in the manner specified in Section
4.03 and the Debt Security Registrar shall 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 4.04. Such notice
having been duly given, the redemption of such Debt Securities shall be made upon the terms and in
the manner stated in Sections 4.05 and 4.06.



ARTICLE VI



COVENANTS


Section 6.01 Payment of Principal, Premium and Interest.




     The Company shall pay the principal of and premium, if any, and interest (including Additional
Interest), if any, on the Debt Securities of each series in accordance with the terms of such Debt
Securities and this Indenture.


Section 6.02 Maintenance of Office or Agency.




     The Company shall maintain in each Place of Payment for the Debt Securities of each series, or
any Tranche thereof, an office or agency where payment of such Debt Securities shall be made, where
the registration of transfer or exchange of such Debt Securities may be effected and where notices
and demands to or upon the Company in respect of such Debt Securities and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the location, and any change
in the location, of each such office or agency and prompt notice to the Holders of any such change
in the manner specified in Section 1.06. If at any time the Company shall fail to maintain any such
required office or agency in respect of Debt Securities of any series, or any Tranche thereof, or
shall fail to furnish the Trustee with the address thereof, payment of such Debt Securities shall
be made, registration of transfer or exchange thereof may be effected and notices and demands in
respect thereof may be served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent for all such
purposes in any such event.



     The Company may also from time to time designate one or more other offices or agencies with
respect to the Debt Securities of one or more series, or any Tranche thereof, for any or all of



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the foregoing purposes and may from time to time rescind such designations; provided, however, that,
unless otherwise specified as contemplated by Section 3.01 with respect to the Debt Securities of
such series or Tranche no such designation or rescission shall in any manner relieve the Company of
its obligation to maintain an office or agency for such purposes in each Place of Payment for such
Debt Securities in accordance with the requirements set forth above. The Company shall give prompt
written notice to the Trustee, and prompt notice to the Holders in the manner specified in Section
1.06, of any such designation or rescission and of any change in the location of any such other
office or agency.




     Anything herein to the contrary notwithstanding, any office or agency required by this Section
may be maintained at an office of the Company, in which event the Company shall perform all
functions to be performed at such office or agency.


Section 6.03 Money for Debt Securities Payments to be Held in Trust.




     If the Company shall at any time act as its own Paying Agent with respect to the Debt
Securities of any series, or any Tranche thereof, it shall, on or before each due date of the
principal of and premium, if any, and interest (including Additional Interest), if any, on any of
such Debt Securities, segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and premium or interest (including Additional Interest) so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided. The Company shall promptly notify the Trustee of any failure by the Company (or any other
obligor on such Debt Securities) to make any payment of principal of or premium, if any, or
interest (including Additional Interest), if any, on such Debt Securities.



     Whenever the Company shall have one or more Paying Agents for the Debt Securities of any
series, or any Tranche thereof, it shall, on or before each due date of the principal of and
premium, if any, and interest (including Additional Interest), if any, on such Debt Securities,
deposit with such Paying Agents sums sufficient (without duplication) to pay the principal and
premium or interest (including Additional Interest) so becoming due, such sum to be held in trust
for the benefit of the Persons entitled to such principal, premium or interest (including
Additional Interest), and (unless such Paying Agent is the Trustee) the Company shall promptly
notify the Trustee of any failure by it so to act.



     The Company shall cause each Paying Agent for the Debt Securities of any series, or any
Tranche thereof, other than the Company or 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 shall:



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



     (b) give the Trustee notice of any failure by the Company (or any other obligor upon such Debt
Securities) to make any payment of principal of or premium, if any, or interest (including
Additional Interest), if any, on such Debt Securities; and



35









 





     (c) at any time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish to
the Trustee such information as it possesses regarding the names and addresses of the Persons
entitled to such sums.



     The Company may at any time 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, if so stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article VII; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.



     Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of and premium, if any, or interest (including Additional
Interest), if any, on any Debt Security and remaining unclaimed for two years after such principal
and premium, if any, or interest (including Additional 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, upon such payment or discharge, the Holder of such Debt Security shall, as an
unsecured general creditor and not as a Holder of an Outstanding Debt Security, look only to the
Company for payment of the amount so due and payable and remaining unpaid, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such payment to the Company, may at the expense of the Company
cause to be mailed, on one occasion only, notice to such Holder that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of
such mailing, any unclaimed balance of such money then remaining will be paid to the Company.


Section 6.04 Corporate Existence.




     Subject to the rights of the Company under Article XI, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence
under the law of its jurisdiction of incorporation and all its rights (charter and statutory)
thereunder; provided, however, that the Company shall not be required to preserve any such right if
the Board of Directors of the Company 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 of Debt Securities.


Section 6.05 Annual Officer’s Certificate as to Compliance.




     Within 120 days after the end of each fiscal year of the Company ending after the date hereof,
the Company shall deliver to the Trustee an Officer’s Certificate which need not comply with
Section 1.02, executed by the principal executive officer, the principal financial officer, the
principal accounting officer or treasurer of the Company, stating whether, to such officer’s
knowledge, the Company is in compliance with all conditions and covenants under this Indenture.



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Section 6.06 Limitation on Liens.




     The Company will not itself, nor will the Company permit any Restricted Subsidiary to, incur,
issue, assume or guarantee any indebtedness for money borrowed (all such indebtedness for money
borrowed being hereinafter in this Article VI called “Debt”) secured by a Mortgage on any Principal
Property or on any shares of stock or Indebtedness of any Restricted Subsidiary, without first
effectively providing that the Debt Securities of each series (together with, if the Company shall
so determine, any other indebtedness of the Company or any Restricted Subsidiary which is not
subordinate in right of payment to the prior right of payment in full of the Debt Securities of any
series) shall be secured equally and ratably with (or prior to) such secured Debt, for so long as
such secured Debt shall be so secured, unless, after giving effect thereto, the principal amount of
all Debt so secured would not exceed 15% of Consolidated Net Tangible Assets; provided, however,
that this Section 6.06 shall not apply to, and there shall be excluded from secured Debt in any
computation under this Section 6.06, Debt secured by:



     (a) Mortgages existing at the date of this Indenture;



     (b) Mortgages on property of, or on any shares of stock or Indebtedness of, any entity
existing at the time such entity is merged into or consolidated with the Company or becomes a
Restricted Subsidiary;



     (c) Mortgages in favor of the Company or any Restricted Subsidiary;



     (d) Mortgages which secure Debt owing by a Restricted Subsidiary to the Company, or to one or
more other Restricted Subsidiaries, or to the Company as one or more other Restricted Subsidiaries;



     (e) Mortgages on property, shares of stock or Indebtedness existing at the time of acquisition
thereof (including acquisitions through merger, consolidation or other reorganization) or to secure
the payment of all or any part of the purchase price thereof or construction thereon or to secure
any Debt incurred prior to, at the time of, or within one year after the later of the acquisition,
the completion of construction or the commencement of full operation of such property or within one
year after the acquisition of such shares or Indebtedness for the purpose of financing all or any
part of the purchase price thereof or construction thereon, it being understood that if a
commitment for such financing is obtained prior to or within such one-year period, the applicable
Mortgage shall be deemed to be included in this clause (e) whether or not such Mortgage is created
within such one-year period;



     (f) Mortgages in favor of the United States, any State thereof, Canada, or any province
thereof, or any department, agency or instrumentality or political subdivision of the United
States, any State thereof, Canada, or any province thereof, or in favor of any other country or any
political subdivision thereof;



     (g) Mortgages on minerals or geothermal resources in place, or on related leasehold or other
property interests, that are incurred to finance development, production or acquisition costs
(including, but not limited to, Mortgages securing advance sale obligations);



37









 





     (h) Mortgages on equipment used or usable for drilling, servicing or operating oil, gas, coal
or other mineral properties or geothermal properties;



     (i) Mortgages required by any contract or statute in order to permit the Company or any of its
Subsidiaries to perform any contract or subcontract made with or at the request of, the United
States, any State thereof, Canada, any province thereof, or in favor of any other country or any
political subdivision thereof or any department, agency or instrumentality of the United States,
any State thereof, Canada, any province thereof or any other country or political subdivision
thereof;



     (j) any Mortgage resulting from the deposit of moneys or evidence of indebtedness in trust for
the purpose of defeasing Debt of the Company or any Restricted Subsidiary or secured Debt of the
Company or any Restricted Subsidiary the net proceeds of which are used, substantially concurrent
with the funding thereof, and taking into consideration, among other things, required notices to be
given to the holders of the outstanding securities in connection with the refunding, refinancing or
repurchase thereof, and the required corresponding durations thereof, to refund, refinance or
repurchase all of the outstanding securities, including the amount of all accrued interest thereon
and reasonable fees and expenses and premiums, if any, incurred by the Company or any Restricted
Subsidiary in connection therewith;



     (k) any Ordinary Course Mortgage arising, and only so long as continuing, in the ordinary
course of the Company’s business; and



     (l) any extension, renewal or replacement (or successive extensions, renewals or replacements)
of any Mortgage referred to in the foregoing clauses (a) to (k) of this Section 6.06, inclusive;
provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or
a part of the same property (including any improvements on such property), shares of stock or
Indebtedness that secured the Mortgage so extended, renewed or replaced.



     The following transactions shall not be deemed to create Debt secured by a Mortgage;




          (i) the sale or other transfer of oil, gas, coal or other minerals in place for
a period of time until, or in an amount such that, the transferee will realize
therefrom a specified amount of money (however determined) or a specified amount of
oil, gas, coal or other minerals, or the sale or other transfer of any other
interest in property of the character commonly referred to as an oil, gas, coal or
other mineral payment or a production payment, and including in any case, overriding
royalty interests, net profit interests, reversionary interests and carried
interests and other similar burdens on production; and




          (ii) the sale or other transfer by the Company or a Restricted Subsidiary of
properties to a partnership, joint venture or other entity whereby the Company or
such Restricted Subsidiary would retain partial ownership of such properties.


Section 6.07 Waiver of Certain Covenants.




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     The Company may omit in any particular instance to comply with any term, provision or
condition set forth in Sections 6.02, 6.04, 6.06, Article XI or any additional covenant or
restriction specified with respect to the Debt Securities of any series, or any Tranche thereof, as
contemplated by Section 3.01, if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of Debt Securities of such series, or such Tranche thereof,
at the time Outstanding shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition; but no such waiver
shall extend to or affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full
force and effect.



ARTICLE VII




SATISFACTION AND DISCHARGE


Section 7.01 Applicability of Article.




     Unless otherwise specified as contemplated by Section 3.01 with respect to Debt Securities of
any series, or any Tranche thereof, provisions of this Article for the defeasance of such Debt
Securities shall be applicable to the Debt Securities of any series, or any Tranche thereof.


Section 7.02 Satisfaction and Discharge of Indenture.




     This Indenture, with respect to the Debt Securities of any series (if all series issued under
this Indenture are not to be affected), shall, upon Company Order, cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of such Debt Securities
herein expressly provided for and rights to receive payments of principal of and premium, if any,
and interest on such Debt Securities) and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture, when,



     (a) either:




          (1) all Debt Securities of such series theretofore authenticated and delivered
(other than (A) Debt Securities that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 3.06 and (B) Debt Securities for
whose payment money has theretofore been deposited in trust or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 6.03) have been delivered to the Trustee for
cancellation; or




          (2) all Debt Securities of such series not theretofore delivered to the Trustee
for cancellation,




               (i) have become due and payable, or



39









 






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




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


and in the case of (i), (ii) or (iii) above, the Company has deposited or caused to be deposited
with the Trustee or Paying Agent as trust funds in trust for the purpose an amount in the currency
in which such Debt Securities are denominated (except as otherwise provided pursuant to Section
3.01) sufficient to pay and discharge the entire Indebtedness on such Debt Securities for principal
and premium, if any, and interest to the date of such deposit (in the case of Debt Securities that
have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
provided, however, in the event a petition for relief under federal bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other
similar law, is filed with respect to the Company within 91 days after the deposit and the Trustee
is required to return the moneys then on deposit with the Trustee to the Company, the obligations
of the Company under this Indenture with respect to such Debt Securities shall not be deemed
terminated or discharged;




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



     (c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture with respect to such series have been complied with.
Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to
the Trustee under Section 9.01 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of clause (a)(1) of this Section, the obligations of the Trustee under Section 7.07
and the last paragraph of Section 6.03 shall survive.


Section 7.03 Defeasance upon Deposit of Moneys or U.S. Government Obligations.




     At the Company’s option, either (a) the Company shall be deemed to have been Discharged (as
defined below) from its obligations with respect to Debt Securities of any series on the first day
after the applicable conditions set forth below have been satisfied or (b) the Company shall cease
to be under any obligation to comply with any term, provision or condition set forth in Section
10.02 and Section 11.01 with respect to Debt Securities of any series (and, if so specified
pursuant to Section 3.01, any other restrictive covenant added for the benefit of such series
pursuant to Section 3.01) at any time after the applicable conditions set forth below have been
satisfied (such action under clauses (a) or (b) of this paragraph in no circumstance may be
construed as an Event of Default under Section 8.01):



     (a) the Company shall have deposited or caused to be deposited irrevocably with the Trustee as
trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Debt Securities of such series (i) money in an amount, or (ii) U.S. Government
Obligations that through the payment of interest and principal in respect thereof in




40











 




accordance with their terms will provide, not later than one day before the due date of
any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient to pay and
discharge each installment of principal (including any mandatory sinking fund payments) of and
premium, if any, and interest on, the Outstanding Debt Securities of such series on the dates such
installments of interest or principal and premium are due;




     (b) no default with respect to the Debt Securities of such series shall have occurred and be
continuing on the date of such deposit (other than a default resulting from the borrowing of funds
and the grant of any related liens to be applied to such deposit); and



     (c) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that
Holders of the Debt Securities of such series will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of the Company’s exercise of its option under this Section
and will be subject to federal income tax on the same amounts and in the same manner and at the
same times as would have been the case if such action had not been exercised and, in the case of
the Debt Securities of such series being Discharged accompanied by a ruling to that effect received
from or published by the Internal Revenue Service.



     “Discharged” means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by, and obligations under, the Debt Securities of such series and to have
satisfied all the obligations under this Indenture relating to the Debt Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Debt Securities of such series to receive, from the
trust fund described in clause (a) above, payment of the principal of and premium, if any, and
interest on such Debt Securities when such payments are due, (B) the Company’s obligations with
respect to Securities of such series under Sections 3.04, 3.05, 3.06, 6.02, 7.06 and 7.07 and (C)
the rights, powers, trusts, duties and immunities of the Trustee hereunder.



     “U.S. Government Obligations” means securities that are (i) direct obligations of the United
States 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
the timely of payment of which is unconditionally guaranteed as a full faith and credit obligation
by the United States, that, in either case under clauses (i) or (ii) are not callable or redeemable
at the action of the issuer thereof, and shall also include a depositary receipt issued by a bank
or trust company as custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depositary receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of interest on or principal of the U.S. Government Obligation
evidenced by such depositary receipt.


Section 7.04 Repayment to Company.




     The Trustee and any Paying Agent shall promptly pay to the Company (or to its designee) upon
Company Order any excess moneys or U.S. Government Obligations held by them at any



41









 







time, including any such moneys or obligations held by the Trustee under any escrow trust agreement entered into
pursuant to Section 7.06. The provisions of the last paragraph of Section 6.03 shall apply to any
money held by the Trustee or any Paying Agent under this Article that remains unclaimed for two
years after the Maturity of any series of Debt Securities for which money or U.S. Government
Obligations have been deposited pursuant to Section 7.03.


Section 7.05 Indemnity for U.S. Government Obligations.




     The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the deposited U.S. Government Obligations or the principal or
interest received on such U.S. Government Obligations.


Section 7.06 Deposits to be Held in Escrow.




     Any deposits with the Trustee referred to in Section 7.03 above shall be irrevocable (except
to the extent provided in Sections 7.04 and 7.07) and shall be made under the terms of an escrow
trust agreement. If any Outstanding Debt Securities of a series are to be redeemed prior to their
Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any
mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall provide
therefor and the Company shall make such arrangements as are satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. The
agreement shall provide that, upon satisfaction of any mandatory sinking fund payment requirements,
whether by deposit of moneys, application of proceeds of deposited U.S. Government Obligations or,
if permitted, by delivery of Debt Securities, the Trustee shall pay or deliver over to the Company
as excess moneys pursuant to Section 7.04 all funds or obligations then held under the agreement
and allocable to the sinking fund payment requirements so satisfied.



     If Debt Securities of a series with respect to which such deposits are made may be subject to
later redemption at the option of the Company or pursuant to optional sinking fund payments, the
applicable escrow trust agreement may, at the option of the Company, provide therefor. In the case
of an optional redemption in whole or in part, such agreement shall require the Company to deposit
with the Trustee on or before the date notice of redemption is given funds sufficient to pay the
Redemption Price of the Debt Securities to be redeemed together with all unpaid interest thereon to
the Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the
Company as excess funds pursuant to Section 7.04 all funds or obligations then held under such
agreement and allocable to the Debt Securities to be redeemed. In the case of exercise of optional
sinking fund payment rights by the Company, such agreement shall, at the option of the Company,
provide that upon deposit by the Company with the Trustee of funds pursuant to such exercise the
Trustee shall pay or deliver over to the Company as excess funds pursuant to Section 7.04 all funds
or obligations then held under such agreement for such series and allocable to the Securities to be
redeemed.


Section 7.07 Application of Trust Money.




     (a) Neither the Trustee nor any other Paying Agent shall be required to pay interest on any
moneys deposited pursuant to the provisions of this Indenture, except such as it shall



42









 







agree with the Company in writing to pay thereon. Any moneys so deposited for the payment of the principal
of, or premium, if any, or interest on the Debt Securities of any series and remaining unclaimed
for two years after the date of the maturity of the Debt Securities of such series or the date
fixed for the redemption of all the Debt Securities of such series at the time outstanding, as the
case may be, shall be repaid by the Trustee or such other Paying Agent to the Company upon its
written request and thereafter, anything in this Indenture to the contrary notwithstanding, any
rights of the Holders of Debt Securities of such series in respect of which such moneys shall have
been deposited shall be enforceable only against the Company, and all liability of the Trustee or
such other Paying Agent with respect to such moneys shall thereafter cease.



     (b) Subject to the provisions of the foregoing paragraph, any moneys which at any time shall
be deposited by the Company or on its behalf with the Trustee or any other Paying Agent for the
purpose of paying the principal of, premium, if any, and interest on any of the Securities shall be
and are hereby assigned, transferred and set over to the Trustee or such other Paying Agent in
trust for the respective Holders of the Debt Securities for the purpose for which such moneys shall
have been deposited; but such moneys need not be segregated from other funds except to the extent
required by law.


Section 7.08 Deposits of Non-U.S. Currencies.




     Notwithstanding the foregoing provisions of this Article, if the Debt Securities of any series
are payable in a currency other than Dollars, the currency or the nature of the government
obligations to be deposited with the Trustee under the foregoing provisions of this Article shall
be as set forth in the Officer’s Certificate or established in the supplemental indenture under
which the Debt Securities of such series are issued.



ARTICLE VIII




EVENTS OF DEFAULT; REMEDIES


Section 8.01 Events of Default.




     “Event of Default”, wherever used herein with respect to Debt Securities of any series, means,
except as otherwise specified pursuant to Section 3.01, any one of the following events:



     (a) failure to pay interest (including Additional Interest), if any, on any Debt Security of
such series within thirty (30) days after the same becomes due and payable; or



     (b) failure to pay the principal of or premium, if any, on any Debt Security of such series
when due and payable; or



     (c) failure to perform or breach of any covenant or warranty of the Company in this Indenture
(other than a covenant or warranty a default in the performance of which or breach of which 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 Debt Securities other than such
series) 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



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principal amount of the Outstanding Debt Securities of such series, a written notice specifying
such default or breach and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of
Debt Securities of such series not less than the principal amount of Debt Securities the Holders of
which gave such notice, as the case may be, shall agree in writing to an extension of such period
prior to its expiration; provided, however, that the Trustee, or the Trustee and the Holders of
such principal amount of Debt Securities of such series, as the case may be, shall be deemed to
have agreed to an extension of such period for a maximum of one hundred twenty (120) days if
corrective action is initiated by the Company within such period and is being diligently pursued;
or




     (d) the entry by a court having jurisdiction in the premises of (1) a decree or order for
relief in respect of the Company in an involuntary case or proceeding under any applicable Federal
or state bankruptcy, insolvency, reorganization or other similar law or (2) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one or
more Persons other than the Company seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company under any applicable Federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the
Company or for any substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or order shall have
remained unstayed and in effect for a period of 90 consecutive days; or



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



     (f) any other Event of Default specified with respect to Debt Securities of such series.


Section 8.02 Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default due to the default in payment of principal of, or premium, if any, or
interest (including Additional Interest) on, any series of Debt Securities or due to the default in
the performance or breach of any other covenant or warranty of the Company applicable to the Debt
Securities of such series but not applicable to all Outstanding Debt Securities shall have occurred
and be continuing, either the Trustee or the Holders of not less than 25% in principal amount of
the Debt Securities of such series may then declare the principal amount (or, if any of
the Debt Securities of such series are Discount Debt Securities, such portion of the principal
amount as may be specified in the terms thereof as contemplated by Section 3.01) of all Debt



44









 




Securities of such series and premium, if payment of any thereof be in default, and interest
(including Additional Interest) accrued thereon to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders). If an Event of Default due to
default in the performance of any other of the covenants or warranties herein applicable to all
Outstanding Debt Securities or an Event of Default specified in Section 8.01(d) or (e) shall have
occurred and be continuing, either the Trustee or the Holders of not less than 25% in principal
amount of all Debt Securities then Outstanding (considered as one class), and not the Holders of
the Debt Securities of any one of such series, may declare the principal amount (or, if any of the
Debt Securities are Discount Debt Securities, such portion of the principal amount of such Debt
Securities as may be specified in the terms thereof as contemplated by Section 3.01) of all Debt
Securities and premium, if payment of any thereof be in default, and interest accrued thereon to be
due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
the Holders). As a consequence of each such declaration (herein referred to as a declaration of
acceleration) with respect to Debt Securities of any series, the principal amount (or portion
thereof in the case of Discount Debt Securities) of such Debt Securities, premium, if any, and
interest (including Additional Interest) accrued thereon shall become due and payable immediately.




     With respect to a series of Debt Securities to which a credit enhancement is applicable, the
applicable supplemental indenture may provide that the provider of such credit enhancement may, if
default has occurred and is continuing with respect to such series, have all or any part of the
rights with respect to remedies that would otherwise have been exercisable by the Holders of Debt
Securities of that series.



     At any time after such a declaration of acceleration with respect to Debt Securities of any
series shall have been made and before a judgment or decree for payment of the money due shall have
been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of
Default giving rise to such declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall, without further act, be deemed
to have been rescinded and annulled, if



     (a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay




          (1) all overdue interest on all Debt Securities of such series;




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




          (3) any accrued Additional Interest on all Debt Securities of such series;




          (4) all amounts due to the Trustee under Section 9.07;


and






45









 








     (b) any other Event or Events of Default with respect to Debt Securities of such series, other
than the non-payment of the principal of Debt Securities of such series which shall have become due
solely by such declaration of acceleration, shall have been cured or waived as provided in Section
8.13.



     No such rescission shall affect any subsequent Event of Default or impair any right consequent
thereon.


Section 8.03 Collection of Indebtedness and Suits for Enforcement by Trustee.




     If an Event of Default described in clause (a) or (b) of Section 8.01 shall have occurred and
be continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Debt Securities of the series with respect to which such Event of Default shall have
occurred, the whole amount then due and payable on such Debt Securities for principal and premium,
if any, and interest, if any, and, to the extent permitted by law, (i) interest on premium, if any,
(ii) interest on any overdue principal and (iii) Additional Interest, at the rate or rates
prescribed therefor in such Debt Securities, and, in addition thereto, such further amount as shall
be sufficient to cover any amounts due to the Trustee under Section 9.07.



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



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


Section 8.04 Trustee May File Proofs of Claim.




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



     (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest
(including Additional Interest), if any, owing and unpaid in respect of the Debt Securities and to
file such other papers or documents as may be necessary or advisable in order to have the



46









 




claims of the Trustee (including any claim for amounts due to the Trustee under Section 9.07)
and of the Holders allowed in such judicial proceeding, and




     (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amounts due it under
Section 9.07.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt 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 8.05 Trustee May Enforce Claims Without Possession of Debt Securities.




     All rights of action and claims under this Indenture or the Debt Securities may be prosecuted
and enforced by the Trustee without the possession of any of the Debt 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 in
respect of which such judgment has been recovered.


Section 8.06 Application of Money Collected.




     Any money collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal or premium, if any, or interest (including Additional Interest), if any, upon
presentation of the Debt Securities in respect of which or for the benefit of which such money
shall have been collected 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 9.07;



     Second: To the payment of the amounts then due and unpaid upon the Debt Securities for
principal of and premium, if any, and interest (including Additional Interest), if any, 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 Debt Securities for
principal, premium, if any, and interest (including Additional Interest), if any, respectively; and



     Third: To the payment of the remainder, if any, to the Company, or as a court of competent
jurisdiction may direct in a final, non-appealable order.


Section 8.07 Limitation on Suits.







47









 








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



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



     (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt
Securities of all series in respect of which an Event of Default shall have occurred and be
continuing, considered as one class, shall have made a written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;



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



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



     (e) no direction inconsistent with such written request shall have been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of all series in respect of which an Event of Default shall have
occurred and be continuing, considered as one class;


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



Section 8.08 Unconditional Right of Holders to Receive Principal, Premium and Interest.




     Notwithstanding any other provision in this Indenture, the Holder of any Debt Security shall
have the right, which is absolute and unconditional, to receive payment of the principal of and
premium, if any, and (subject to Section 3.07) interest (including Additional Interest), if any, on
such Debt Security on the Stated Maturity or Maturities expressed in such Debt 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 8.09 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 shall have been discontinued or abandoned for any reason,
or shall have 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, and Trustee and such Holder
shall be restored severally and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and such Holder shall continue as though no such proceeding had
been instituted.



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Section 8.10 Rights and Remedies Cumulative.




     Except as otherwise provided in the last paragraph of Section 3.06, 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 8.11 Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder 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.


Section 8.12 Control by Holders of Debt Securities.




     If an Event of Default shall have occurred and be continuing in respect of a series of Debt
Securities, the Holders of a majority in principal amount of the Outstanding Debt 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,
with respect to the Debt Securities of such series; provided, however, that if an Event of Default
shall have occurred and be continuing with respect to more than one series of Debt Securities, the
Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of all such
series, considered as one class, shall have the right to make such direction, and not the Holders
of the Debt Securities of any one of such series; and provided, further, that



     (a) such direction shall not be in conflict with any rule of law or with this Indenture, and
could not involve the Trustee in personal liability in circumstances where indemnity would not in
the Trustee’s reasonable discretion be adequate, and



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



     Before proceeding to exercise any right or power hereunder at the direction of such Holders,
the Trustee shall be entitled to receive from such Holders reasonable security or indemnity,
against the costs, expenses and liabilities which might be incurred by it in compliance with any
such direction.


Section 8.13 Waiver of Past Defaults.




     The Holders of not less than a majority in principal amount of the Outstanding Debt Securities
of any series may on behalf of the Holders of all the Debt Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a default



49









 





     (a) in the payment of the principal of or premium, if any, or interest (including Additional
Interest), if any, on any Debt Security of such series, or



     (b) in respect of a covenant or provision hereof which under Section 12.02 cannot be modified
or amended without the consent of the Holder of each Outstanding Debt Security of such series
affected.



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


Section 8.14 Undertaking for Costs.




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


Section 8.15 Waiver of Stay or Extension Laws.




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



ARTICLE IX




THE TRUSTEE


Section 9.01 Certain Duties and Responsibilities.







50









 








     (a) The Trustee shall have and be subject to all the duties and responsibilities specified
with respect to an indenture trustee in the Trust Indenture Act, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. For purposes of Sections 315(a)
and 315(c) of the Trust Indenture Act, the term “default” is hereby defined as an Event of Default
which has occurred and is continuing.



     (b) The Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an Event of Default of
which a Responsible Officer of the Trustee has actual knowledge has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that prior to the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred:




     (i) the duties and obligations of the Trustee shall be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Trustee; and




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



     (d) The Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Trustee, unless it shall be proven that the Trustee was
negligent in ascertaining the pertinent facts.



     (e) The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith, in accordance with any remedy available to the Trustee, or with the direction of
the Holders of Debt Securities pursuant to Section 8.12, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture.



51









 





     (f) 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.



     (g) Notwithstanding anything contained in this Indenture to the contrary, the duties and
responsibilities of the Trustee under this Indenture shall be subject to the protections,
exculpations and limitations on liability afforded to the Trustee under the provisions of the Trust
Indenture Act, including those provisions of such Act deemed by such Act to be included herein.



     (h) 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 9.02 Notice of Defaults.




     The Trustee shall give the Holders notice of any default hereunder with respect to the Debt
Securities of any series to the Holders of Debt Securities of such series of which it has knowledge
(within the meaning of Section 9.03(h) hereof) in the manner and to the extent required to do so by
the Trust Indenture Act, unless such default shall have been cured or waived; provided, however,
that in the case of any default of the character specified in Section 8.01(c), no such notice to
Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this
Section, the term “default” means any event which is, or after notice or lapse of time, or both,
would become, an Event of Default. The Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders.


Section 9.03 Certain Rights of Trustee.




     Subject to the provisions of Section 9.01 and to the applicable provisions of the Trust
Indenture Act:



     (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document (whether in its original or facsimile form) reasonably believed by it to be
genuine and to have been signed or presented by the proper party or parties, and the Trustee need
not investigate any fact or matter stated in the document;



     (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or Company Order, or as otherwise expressly provided herein, 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 Officer’s Certificate or an Opinion of Counsel, and



52









 




the Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on the Officer’s Certificate or Opinion of Counsel;




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



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



     (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 (subject to applicable legal requirements) be entitled to examine, during
normal business hours, the books, records and premises of the Company, personally or by agent or
attorney at the expense of the Company and shall incur no liability or additional liability of any
kind by reason of such inquiry or investigation;



     (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;



     (h) the Trustee shall not be charged with knowledge of any default or Event of Default with
respect to the Debt Securities of any series for which it is acting as Trustee unless either (1) a
Responsible Officer of the Trustee shall have actual knowledge of the default or Event of Default
or (2) written notice of such default or Event of Default (which shall state that such notice is a
“Notice of Default” or a “Notice of an Event of Default” hereunder, as the case may be) shall have
been given to a Responsible Officer of the Trustee by the Company, any other obligor on such Debt
Securities or by any Holders of such Debt Securities of at least 25% in the aggregate principal
amount of all Debt Securities then Outstanding;



     (i) 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 security or indemnity reasonably satisfactory
to the Trustee against the costs, expenses and liabilities which might be incurred by the Trustee
in compliance with such request or direction;



     (j) the Trustee may request that the Company deliver a certificate setting forth the names of
individuals or titles of officers authorized at such time to take specified actions pursuant to
this Indenture;



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     (k) the Trustee shall not be required to give any bond or surety in respect of the performance
of its powers and duties hereunder;



     (l) the rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to and shall be
enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person properly employed to act hereunder; and



     (m) In no event shall the Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised o the likelihood of such loss or damage and
regardless of the form of action.


Section 9.04 Not Responsible for Recitals or Issuance of Debt Securities.




     The recitals contained herein and in the Debt Securities (except the Trustee’s certificates of
authentication) shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Debt Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by
the Company of Debt Securities or the proceeds thereof.


Section 9.05 May Hold Debt Securities.




     Each of the Trustee, any Authenticating Agent, any Paying Agent, any Debt Security Registrar
or any other agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities and, subject to Sections 9.08 and 9.13, may otherwise deal with the
Company with the same rights it would have if it were not the Trustee, Authenticating Agent, Paying
Agent, Debt Security Registrar or such other agent.


Section 9.06 Money Held in Trust.




     Money held by the Trustee in trust hereunder need not be segregated from other funds, except
to the extent required by law. The Trustee shall be under no liability for interest on investment
of any money received by it hereunder except as expressly provided herein or otherwise agreed with,
and for the sole benefit of, the Company.


Section 9.07 Compensation and Reimbursement.




     The Company shall:



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



     (b) except as otherwise expressly provided herein, reimburse the Trustee upon its request for
all expenses or disbursements reasonably incurred (including expenses or disbursements for
extraordinary services performed in accordance with this Indenture)or made



54









 




by the Trustee in accordance with any provision of this Indenture, including the costs of
collection (including the reasonable compensation and the expenses and disbursements of its agents
and counsel), except to the extent that any such expense or disbursement may be attributable to its
own negligence, willful misconduct or bad faith; and




     (c) fully indemnify the Trustee and hold it harmless from and against any and all losses,
demands, claims, liabilities, causes of action or expenses (including reasonable attorney’s fees
and expenses) incurred by it arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder or the performance of its duties hereunder (including the
reasonable 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, except to the extent any such
loss, demand, claim, liability, cause of action or expense may be attributable to its own
negligence, willful misconduct or bad faith) and assume the defense of the Trustee with counsel
acceptable to the Trustee, unless the Trustee shall have been advised by counsel that there may be
a conflict of interest or one or more legal defenses available to it which are different from or
additional to those available to the Company in which case the Trustee may employ, and the Company
shall pay the fees and expenses of, its own counsel.



     As security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Debt Securities upon all property and funds held or
collected by the Trustee as such other than property and funds held in trust under Section 7.07
(except as otherwise provided in Section 7.07). “Trustee” for purposes of this Section shall
include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad
faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.



     When a Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 8.01(d) or Section 8.01(e), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency or other similar
law.



     The provisions of this Section shall survive termination of this Indenture and resignation or
removal of the Trustee.


Section 9.08 Disqualification; Conflicting Interests.




     If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the
manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act and
this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent
permitted thereby, the Trustee shall not be deemed to have a conflicting interest by virtue of
being a Trustee under this Indenture with respect to Debt Securities of more than one series.


Section 9.09 Corporate Trustee Required; Eligibility.




     There shall at all times be a Trustee hereunder which shall be




55












 





     (a) a corporation organized and doing business under the laws of the United States, any
State or Territory thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject
to supervision or examination by Federal or State authority, or



     (b) if and to the extent permitted by the Commission by rule, regulation or order upon
application, a corporation or other Person organized and doing business under the laws of a foreign
government, authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign
currency and subject to supervision or examination by authority of such foreign government or a
political subdivision thereof substantially equivalent to supervision or examination applicable to
United States institutional trustees, and, in either case, qualified and eligible under this
Article and the Trust Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee 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 9.10 Resignation and Removal; Appointment of Successor.




     (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 9.11.



     (b) The Trustee may resign at any time with respect to the Debt 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 9.11 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition at the
expense of the Company any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Debt Securities of such series.



     (c) The Trustee may be removed at any time with respect to the Debt Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding Debt 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 9.08 after written request
therefor by the Company or by any Holder who has been a bona fide Holder for at
least six months, or




          (2) the Trustee shall cease to be eligible under Section 9.09 and shall fail to
resign after written request therefor by the Company or by any Holder who has been a
bona fide Holder for at least six months, or



56









 






          (3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (x) the Company by a Board Resolution may
remove the Trustee with respect to all Debt Securities or (y) subject to Section
8.14, any Holder who has been a bona fide Holder for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Debt Securities and
the appointment of a successor Trustee or Trustees.



     (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause (other than as contemplated in clause (y) in
subsection (d) of this Section), with respect to the Debt Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (it being understood that any such successor Trustee
may be appointed with respect to the Debt 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 Debt Securities of any particular
series) and shall comply with the applicable requirements of Section 9.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Debt Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Debt 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 9.11,
become the successor Trustee with respect to the Debt Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Debt Securities of any series shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 9.11, any Holder who has been a bona fide
Holder of a Debt Security of such series for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Debt Securities of such series.



     (f) So long as no event which is, or after notice or lapse of time, or both, would become, an
Event of Default shall have occurred and be continuing, and except with respect to a Trustee
appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt
Securities pursuant to subsection (e) of this Section, if the Company shall have delivered to the
Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a date specified
therein, and (ii) an instrument of acceptance of such appointment, effective as of such date, by
such successor Trustee in accordance with Section 9.11, the Trustee shall be deemed to have
resigned as contemplated in subsection (b) of this Section, the successor Trustee shall be deemed
to have been appointed by the Company pursuant to subsection (e) of this Section and such
appointment shall be deemed to have been accepted as contemplated in Section 9.11, all as of such
date, and all other provisions of this Section and Section 9.11 shall be applicable to such
resignation, appointment and acceptance except to the extent inconsistent with this subsection (f).



57









 





     (g) The Company or, should the Company fail so to act promptly, the successor Trustee, at the
expense of the Company, shall give notice of each resignation and each removal of the Trustee with
respect to the Debt Securities of any series and each appointment of a successor Trustee with
respect to the Debt Securities of any series by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Debt Securities of such series as their names and
addresses appear in the Debt Security Register. Each notice shall include the name of the successor
Trustee with respect to the Debt Securities of such series and the address of its corporate trust
office.



     (h) Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s
obligation under Section 9.07 shall continue for the benefit of the retiring Trustee.



Section 9.11 Acceptance of Appointment by Successor or New Trustee.




     (a) In case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of all series, every such successor Trustee so appointed shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee and thereupon the duties and obligations
of the retiring Trustee shall cease and terminate; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it, execute and
deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of
the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject to the lien provided for in
Section 9.07.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the retiring Trustee and each
successor Trustee with respect to the Debt 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 Debt 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 Debt 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 Debt 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



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retiring Trustee with respect to the Debt 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, upon payment of all sums owed to it, shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Debt Securities of that or those series to which the appointment of
such successor Trustee relates.




     (c) In case of the appointment hereunder of a new Trustee with respect to the Debt Securities
of a series prior to the issuance of any Debt Securities of such series, the Company and the new
Trustee with respect to the Debt Securities of that series shall execute and deliver an indenture
supplemental hereto wherein the new 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, such new Trustee all the rights, powers, trusts and duties of the “Trustee” hereunder with
respect to the Debt Securities of that series to which the appointment of such new Trustee relates,
and (2) 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 the
different Trustees as 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 such new
Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the Trustee hereunder with respect to the Debt Securities of that
series to which the appointment of such new Trustee relates. Any such appointment of a new Trustee
with respect to a series of Debt Securities prior to the issuance of any Debt Securities of such
series shall not affect the rights, powers, trusts and duties of any other Trustee of Debt
Securities hereunder with respect to any other series of Debt Securities.



     (d) Upon request of any such successor Trustee, the Company shall execute any instruments
which fully vest in and confirm to such successor or new Trustee all such rights, powers and trusts
referred to in subsection (a) or (b) of this Section, as the case may be.



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



Section 9.12 Merger, Conversion, Consolidation or Succession to Business.




     Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Debt 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 Debt Securities so authenticated with the same effect as
if such successor Trustee had itself authenticated such Debt Securities.



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Section 9.13 Preferential Collection of Claims Against Company.




     If the Trustee shall be or become a creditor of the Company or any other obligor upon the Debt
Securities (other than by reason of a relationship described in Section 311(b) of the Trust
Indenture Act), the Trustee shall be subject to any and all applicable provisions of the Trust
Indenture Act regarding the collection of claims against the Company or such other obligor.



Section 9.14 Co-trustees and Separate Trustees.




     At any time or times, for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least twenty-five per centum (25%) in principal
amount of the Debt Securities then Outstanding, the Company shall for such purpose join with the
Trustee in the execution and delivery of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the
Trustee, or to act as separate trustee, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any
property, title, right or power deemed necessary or desirable, subject to the other provisions of
this Section. If the Company does not join in such appointment within 15 days after the receipt by
it of a request so to do, or if an Event of Default shall have occurred and be continuing, the
Trustee alone shall have power to make such appointment.



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



     Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent
only, be appointed subject to the following conditions:



     (a) the Debt Securities shall be authenticated and delivered, and all rights, powers, duties
and obligations hereunder in respect of the custody of securities, cash and other personal property
held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised
solely, by the Trustee;



     (b) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in
respect of any property covered by such appointment shall be conferred or imposed upon and
exercised or performed either by the Trustee or by the Trustee and such co-trustee or separate
trustee jointly, as shall be provided in the instrument appointing such co- trustee or separate
trustee, except to the extent that under any law of any jurisdiction in which any particular act is
to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee;



     (c) the Trustee at any time, by an instrument in writing executed by it, with the concurrence
of the Company, may accept the resignation of or remove any co-trustee or separate trustee
appointed under this Section, and, if an Event of Default shall have occurred and be continuing,
the Trustee shall have power to accept the resignation of, or remove, any such co-



60









 





trustee or separate trustee without the concurrence of the Company. Upon the written request
of the Trustee, the Company shall join with the Trustee in the execution and delivery of all
instruments and agreements necessary or proper to effectuate such resignation or removal. A
successor to any co-trustee or separate trustee so resigned or removed may be appointed in the
manner provided in this Section;




     (d) no co-trustee or separate trustee hereunder shall be personally liable by reason of any
act or omission of the Trustee, or any other such trustee hereunder; and



     (e) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each
such co-trustee and separate trustee.



Section 9.15 Appointment of Authenticating Agent.




     The Trustee may appoint an Authenticating Agent or Agents with respect to the Debt Securities
of one or more series, or any Tranche thereof, which shall be authorized to act on behalf of the
Trustee to authenticate Debt Securities of such series or Tranche issued upon original issuance,
exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and
Debt 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 Debt 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, any State or territory thereof or the District
of Columbia or the Commonwealth of Puerto Rico, 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 45 days written notice thereof to the
Trustee and to the Company. The Trustee may at any time terminate the agency of an



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Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any
time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Company. 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 Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.



     The provisions of Sections 3.08, 9.04 and 9.05 shall be applicable to each Authenticating
Agent.



     If an appointment with respect to the Debt Securities of one or more series, or any Tranche
thereof, shall be made pursuant to this Section, the Debt Securities of such series or Tranche may
have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate
certificate of authentication substantially in the following form:



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



Dated: ____________________




	 	 	 	 	 
	 	 	 
	 	By  	                                 UMB Bank, National Association,
 	 
	 	 	As Trustee 	 
	 	 	 	 
	 	By  	
 	 
	 	 	As Authenticating Agent 	 
	 	 	 	 
	 	By  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




     If all of the Debt Securities of a series may not be originally issued at one time, and if the
Trustee does not have an office capable of authenticating Debt Securities upon original issuance
located in a Place of Payment where the Company wishes to have Debt Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel),
shall appoint, in accordance with this Section and in accordance with such procedures as shall be
acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect to such series of Debt Securities.



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ARTICLE X




HOLDERS’ LISTS AND REPORTS

BY TRUSTEE AND COMPANY



Section 10.01 Lists of Holders.




     Semiannually, not later than April 1 and October 1 in each year, commencing with the year
2012, and at such other times as the Trustee may request in writing, the Company shall furnish or
cause to be furnished to the Trustee information as to the names and addresses of the Holders, and
the Trustee shall preserve such information and similar information received by it in any other
capacity and afford to the Holders access to information so preserved by it, all to such extent, if
any, and in such manner as shall be required by the Trust Indenture Act; provided, however, that no
such list need be furnished so long as the Trustee shall be the Debt Security Registrar. Every
holder of Debt 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 the disclosure of any such information as to the names and addresses of
the Holders of Debt Securities in accordance with Section 312 of the Trust Indenture Act, or any
successor section of such Act, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trustee Indenture Act, or any successor section of such
Act.



Section 10.02 Reports by Trustee and Company.




     So long as any Debt Securities are outstanding, 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 therein. If required by Section
313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary
following the date of this Indenture deliver to Holders a brief report which complies with the
provisions of such Section 313(a). The Trustee shall transmit to the Holders, the Commission and
each securities exchange upon which any Debt Securities are listed, and 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 in the Trust Indenture Act; provided that, unless available on
EDGAR, any such information, documents or reports required to be filed with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the
same is filed with the Commission. Delivery of such reports, information and documents by the
Company to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).



     The Company shall notify the Trustee of the listing or delisting of any Debt Securities on any
securities exchange.



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ARTICLE XI




CONSOLIDATION, MERGER,

CONVEYANCE OR OTHER TRANSFER



Section 11.01 Company May Consolidate, Etc., Only on Certain Terms.




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



     (a) the corporation formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance or transfer, or which leases, the properties and assets of the
Company substantially as an entirety shall be a Person organized and existing under the laws of the
United States, any State thereof or the District of Columbia, and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of, and premium, if any, and interest
(including Additional Interest), if any, on all Outstanding Debt Securities and the performance of
every covenant of this Indenture on the part of the Company to be performed or observed;



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



     (c) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease and
such supplemental indenture comply with this Article and that all conditions precedent herein
provided for relating to such transactions have been complied with.



Section 11.02 Successor Corporation Substituted.




     Upon any consolidation by the Company with or merger by the Company into any other corporation
or any conveyance, or other transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 11.01, the successor corporation formed by
such consolidation or into which the Company is merged or the Person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein, and thereafter, except in the case of a lease, the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Debt
Securities Outstanding hereunder.



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ARTICLE XII




SUPPLEMENTAL INDENTURES



Section 12.01 Supplemental Indentures Without Consent of Holders.




     Without the consent of any Holders, the Company 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:



     (a) to evidence the succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company herein and in the Debt Securities, all as provided in
Article XI; or



     (b) to add one or more covenants of the Company or other provisions for the benefit of all
Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be
Outstanding Debt Securities of, one or more specified series, or one or more specified Tranches
thereof, or to surrender any right or power herein conferred upon the Company; or



     (c) to add any additional Events of Default with respect to all or any series of Debt
Securities Outstanding hereunder; or



     (d) to change or eliminate any provision of this Indenture or to add any new provision to this
Indenture; provided, however, that if such change, elimination or addition shall adversely affect
the interests of the Holders of Debt Securities of any series or Tranche Outstanding on the date of
such indenture supplemental hereto in any material respect, such change, elimination or addition
shall become effective with respect to such series or Tranche only pursuant to the provisions of
Section 12.02 hereof or when no Debt Security of such series or Tranche remains Outstanding; or



     (e) to provide collateral security for the Debt Securities; or



     (f) to establish the form or terms of Debt Securities of any series or Tranche as contemplated
by Sections 2.01 and 3.01; or



     (g) to provide for the authentication and delivery of bearer securities and coupons
appertaining thereto representing interest, if any, thereon and for the procedures for the
registration, exchange and replacement thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders thereof, and for any and all other matters
incidental thereto; or



     (h) to evidence and provide for the acceptance of appointment hereunder by a separate or
successor Trustee with respect to the Debt 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 9.11(b); or



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     (i) to provide for the procedures required to permit the Company to utilize, at its option, a
non-certificated system of registration for all, or any series or Tranche of, the Debt Securities;
or to provide for the authentication and delivery of bearer securities and coupons appertaining
thereto representing interest, if any, thereon and for the procedures for the registration,
exchange and replacement thereof and for the giving of notice to, and the solicitation of the vote
or consent of, the holders thereof, and for any and all other matters incidental thereto; or



     (j) to change any place or places where (1) the principal of and premium, if any, and interest
(including Additional Interest), if any, on all or any series of Debt Securities, or any Tranche
thereof, shall be payable, (2) all or any series of Debt Securities, or any Tranche thereof, may be
surrendered for registration of transfer, (3) all or any series of Debt Securities, or any Tranche
thereof, may be surrendered for exchange and (4) notices and demands to or upon the Company in
respect of all or any series of Debt Securities, or any Tranche thereof, and this Indenture may be
served; or



     (k) to cure any ambiguity or to correct or supplement any provision contained herein or in any
indenture supplemental hereto which may be defective or inconsistent with any other provision
contained herein or in any supplemental indenture or to conform the terms hereof, as amended and
supplemented, that are applicable to the Securities of any series to the description of the terms
of such Debt Securities in the offering memorandum, prospectus supplement or other offering
document applicable to such Debt Securities at the time of initial sale thereof.



     Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect at
the date of the execution and delivery of this Indenture or at any time thereafter shall be amended
and




          (x) if any such amendment shall require one or more changes to any provisions hereof or
the inclusion herein of any additional provisions, or shall by operation of law be deemed to
effect such changes or incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment to the Trust
Indenture Act, and the Company and the Trustee may, without the consent of any Holders,
enter into an indenture supplemental hereto to effect or evidence such changes or additional
provisions; or




          (y) if any such amendment shall permit one or more changes to, or the elimination of,
any provisions hereof which, at the date of the execution and delivery hereof or at any time
thereafter, are required by the Trust Indenture Act to be contained herein, this Indenture
shall be deemed to have been amended to effect such changes or elimination, and the Company
and the Trustee may, without the consent of any Holders, enter into an indenture
supplemental hereto to evidence such amendment hereof.



Section 12.02 Supplemental Indentures With Consent of Holders.




     With the consent of the Holders of not less than a majority in aggregate principal amount of
the Debt Securities of all series then Outstanding under this Indenture, considered as one class,
by Act of said Holders delivered to the Company and the Trustee, the Company, when




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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; provided, however, that if there
shall be Debt Securities of more than one series Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of Debt Securities of one or
more, but less than all, of such series, then the consent only of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of all series so directly affected,
considered as one class, shall be required; and provided, further, that if the Debt Securities of
any series shall have been issued in more than one Tranche and if the proposed supplemental
indenture shall directly affect the rights of the Holders of Debt Securities of one or more, but
less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided, further, that no such supplemental
indenture shall:




     (a) change the Stated Maturity of the principal of, or any installment of principal of or
interest (including Additional Interest) on any Debt Security, or reduce the principal amount
thereof or the rate of interest thereon (or the amount of any installment of interest thereon) or
change the method of calculating such rate or reduce any premium payable upon the redemption
thereof, or reduce the amount of the principal of a Discount Debt Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.02, or
change the coin or currency (or other property), in which any Debt Security or any premium or the
interest (including any Additional Interest) thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity of any Debt Security
(or, in the case of redemption, on or after the Redemption Date), without, in any such case, the
consent of the Holder of such Debt Security, or



     (b) reduce the percentage in principal amount of the Outstanding Debt Securities of any series
or any Tranche thereof, the consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any waiver of compliance with any
provision of this Indenture or of any default hereunder and its consequences, or reduce the
requirements of Section 13.04 for quorum or voting, without, in any such case, the consent of the
Holders of each Outstanding Debt Security of such series or Tranche, or



     (c) modify any of the provisions of this Section, Section 6.07 or Section 8.13 with respect to
the Debt Securities of any series, or any Tranche thereof (except to increase the percentages in
principal amount referred to in this Section or such other Sections or to provide that other
provisions of this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Debt 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, or the deletion of this proviso, in accordance
with the requirements of Sections 9.11(b), 9.14 and 12.01(h).



     A supplemental indenture that changes or eliminates any covenant or other provision of this
Indenture that has expressly been included solely for the benefit of one or more particular series
of Debt Securities, or of one or more Tranches thereof, or that modifies the rights of the
Holders of Debt Securities of such series or Tranches with respect to such covenant or other



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provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt
Securities of any other series or Tranche.




     Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the
execution of any such supplemental indenture, compliance by the Company with Section 12.03 hereof,
and the filing with the Trustee of evidence of the consent of the Holders of the Debt Securities
required hereunder with respect to the proposed supplemental indenture, the Trustee shall join with
the Company in the execution of such supplemental indenture unless the supplemental indenture
affects the Trustee’s own rights, duties or immunities under this Indenture, or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to enter into such supplemental
indenture.



     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. A waiver by a Holder of such Holder’s right to consent under this Section
shall be deemed to be a consent of such Holder.


Section 12.03 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 Debt Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. Any supplemental indenture permitted
by this Article may restate this Indenture in its entirety, and, upon the execution and delivery
thereof, any such restatement shall supersede this Indenture as theretofore in effect for all
purposes.


Section 12.04 Conformity With Trust Indenture Act.




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


Section 12.05 Reference in Debt Securities to Supplemental Indentures.




     Debt Securities of any series, or any Tranche thereof, 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 Debt Securities of any series, or
any Tranche thereof, 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 Debt Securities of such series or Tranche.


Section 12.06 Modification Without Supplemental Indenture.




     If the terms of any particular series of Debt Securities shall have been established in a
Board Resolution or an Officer’s Certificate pursuant to a Board Resolution as contemplated by
Section 3.01, and not in an indenture supplemental hereto, additions to, changes in or the



68









 




elimination of any of such terms may be effected by means of a supplemental Board Resolution or
Officer’s Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided,
however, that such supplemental Board Resolution or Officer’s Certificate shall not be accepted by
the Trustee or otherwise be effective unless all conditions set forth in this Indenture which would
be required to be satisfied if such additions, changes or elimination were contained in a
supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer’s Certificate shall be deemed to be a
“supplemental indenture” for purposes of Section 12.03 and 12.05.



Section 12.07 Execution of Supplemental Indentures.




     The Trustee may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.



ARTICLE XIII




MEETINGS OF HOLDERS; ACTION WITHOUT MEETING SECTION


Section 13.01 Purposes for Which Meetings May be Called.




     A meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche or
Tranches thereof, may be called at any time and from time to time pursuant to this Article to make,
give or take any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Debt Securities of such series
or Tranches.


Section 13.02 Call, Notice and Place of Meetings.




     (a) The Trustee may at any time call a meeting of Holders of Debt Securities of one or more,
or all, series, or any Tranche or Tranches thereof, for any purpose specified in Section 13.01, to
be held at such time and at such place in New York, New York, as the Trustee shall determine, or,
with the approval of the Company, at any other place. Notice of every such meeting, setting forth
the time and the place of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.06, not less than 21 nor more than 180
days prior to the date fixed for the meeting.



     (b) If the Trustee shall have been requested to call a meeting of the Holders of Debt
Securities of one or more, or all, series, or any Tranche or Tranches thereof, by the Company or by
the Holders of 33% in aggregate principal amount of all of such series and Tranches, considered as
one class, for any purpose specified in Section 13.01, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have
given the notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the Company or the
Holders of Debt Securities of such series and Tranches in the amount above specified, as the case
may be, may determine the time and the place in New York, New York, or in such other place as
shall be determined or approved by the Company, for such meeting and may call such meeting for
such purposes by giving notice thereof as provided in subsection (a) of this Section.



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     (c) Any meeting of Holders of Debt Securities of one or more, or all, series, or any Tranche
or Tranches thereof, shall be valid without notice if the Holders of all Outstanding Debt
Securities of such series or Tranches are present in person or by proxy and if representatives of
the Company and the Trustee are present, or if notice is waived in writing before or after the
meeting by the Holders of all Outstanding Debt Securities of such series, or by such of them as are
not present at the meeting in person or by proxy, and by the Company and the Trustee.


Section 13.03 Persons Entitled to Vote at Meetings.




     To be entitled to vote at any meeting of Holders of Debt Securities of one or more, or all,
series, or any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more
Outstanding Debt Securities of such series or Tranches, or (b) a Person appointed by an instrument
in writing as proxy for a Holder or Holders of one or more Outstanding Debt Securities of such
series or Tranches by such Holder or Holders. The only Persons who shall be entitled to attend any
meeting of Holders of Debt Securities of any series or Tranche shall be the Persons entitled to
vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.


Section 13.04 Quorum; Action.




     The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Debt
Securities of the series and Tranches with respect to which a meeting shall have been called as
hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders
of Debt Securities of such series and Tranches; provided, however, that if any action is to be
taken at such meeting which this Indenture expressly provides may be taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the Outstanding Debt
Securities of such series and Tranches, considered as one class, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Debt Securities of such series and
Tranches, considered as one class, shall constitute a quorum. In the absence of a quorum within one
hour of the time appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Debt Securities of such series and Tranches, be dissolved. In any other case the meeting
may be adjourned for such period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for such period as may be determined by the chairman of
the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section
13.05(e), notice of the reconvening of any meeting adjourned for more than 30 days shall be given
as provided in Section 13.02(a) not less than ten days prior to the date on which the meeting is
scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly
the percentage, as provided above, of the principal amount of the Outstanding Debt Securities of
such series and Tranches which shall constitute a quorum.



     Except as limited by Section 12.02, any resolution presented to a meeting or adjourned meeting
duly reconvened at which a quorum is present as aforesaid may be adopted only by the
affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of the series and Tranches with respect to which such meeting shall have been
called, considered as one class; provided, however, that, except as so limited, any resolution with



70









 




respect to any action which this Indenture expressly provides may be taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the Outstanding Debt
Securities of such series and Tranches, considered as one class, may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the Outstanding Debt
Securities of such series and Tranches, considered as one class.




     Any resolution passed or decision taken at any meeting of Holders of Debt Securities duly held
in accordance with this Section shall be binding on all the Holders of Debt Securities of the
series and Tranches with respect to which such meeting shall have been held, whether or not present
or represented at the meeting.



Section 13.05 Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.




     (a) Attendance at meetings of Holders of Debt Securities may be in person or by proxy; and, to
the extent permitted by law, any such proxy shall remain in effect and be binding upon any future
Holder of the Debt Securities with respect to which it was given unless and until specifically
revoked by the Holder or future Holder of such Debt Securities before being voted.



     (b) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities in
regard to proof of the holding of such Debt Securities and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other matters concerning
the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required
by any such regulations, the holding of Debt Securities shall be proved in the manner specified in
Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section
1.04. Such regulations may provide that written instruments appointing proxies, regular on their
face, may be presumed valid and genuine without the proof specified in Section 1.04 or other proof.



     (c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders as provided in
Section 13.02(b), in which case the Company or the Holders of Debt Securities of the series and
Tranches calling the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of
the Persons entitled to vote a majority in aggregate principal amount of the Outstanding Debt
Securities of all series and Tranches represented at the meeting, considered as one class.



     (d) At any meeting each Holder or proxy shall be entitled to one vote for each $1 principal
amount of Debt Securities held or represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Debt Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote, except as a Holder of a Debt Security or proxy.



71









 





     (e) Any meeting duly called pursuant to Section 13.02 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount of
the Outstanding Debt Securities of all series and Tranches represented at the meeting, considered
as one class; and the meeting may be held as so adjourned without further notice.


Section 13.06 Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders shall be by written ballots
on which shall be subscribed the signatures of the Holders or of their representatives by proxy and
the principal amounts and serial numbers of the Outstanding Debt Securities, of the series and
Tranches with respect to which the meeting shall have been called, held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes
cast at the meeting for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports of all votes cast at the meeting. A record of the
proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was given as provided in
Section 13.02 and, if applicable, Section 13.04. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


Section 13.07 Action Without Meeting.




     In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any
request, demand, authorization, direction, notice, consent, waiver or other action may be made,
given or taken by Holders by written instruments as provided in Section 1.04.



ARTICLE XIV




IMMUNITY OF INCORPORATORS,

STOCKHOLDERS, OFFICERS AND DIRECTORS


Section 14.01 Liability Solely Corporate.




     No recourse shall be had for the payment of the principal of or premium, if any, or interest
(including Additional Interest), if any, on any Debt 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 under this Indenture, against any 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 a predecessor or
successor corporation), whether by virtue of any constitutional provision, 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 Debt Securities are solely
corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred
by,



72









 




any incorporator, stockholder, officer or director, past, present or future, of the Company or
of any predecessor or successor corporation, either directly or indirectly through the Company or
any predecessor or successor corporation, because of the indebtedness hereby authorized or under or
by reason of any of the obligations, covenants or agreements contained in this Indenture or in any
of the Debt Securities or to be implied 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 issuance of the Debt Securities.




[Signature page follows]




73









 





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



	 	 	 	 	 
	 	DEVON ENERGY CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Trustee’s signature page follows]









 









 








	 	 	 	 	 
	 	UMB BANK, NATIONAL ASSOCIATION, 

Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Representative