ex4-1.htm


     

     

    Exhibit 4.1

    
 

    
      

      

    

     

    
      


       

       

    

     

    


     

    DHT
HOLDINGS, INC.

     

     

     

     

    
      
        

      



     

    FORM
OF INDENTURE

     

    Dated
as of
[              ]

    
 

     

    
      

    

     

     

     

    [                                       ]

     

    Trustee

     

     

     

     

     

    


     

    
      

      

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


    

    


    TABLE OF CONTENTS

     

     Page

     

    ARTICLE ONE

     

    DEFINITIONS AND INCORPORATION BY REFERENCE

     

    
    

     

    
      	SECTION 1.01.	Definitions	1
	SECTION 1.02. 	Other Definitions	6
	SECTION 1.03.	Incorporation by Reference of Trust Indenture
      Act	6
	SECTION 1.04.	Rules of Construction	7


    

     

     

     

    ARTICLE TWO

     

    THE SECURITIES

     

    
       

      
        	SECTION 2.01. 	Issuable in Series	7
	SECTION 2.02. 	Establishment of Terms of Series
      of Securities	8
	SECTION 2.03. 	Denominations; Provisions for
      Payment	10
	SECTION 2.04.	Execution and
Authentication	11
	SECTION 2.05. 	Registrar and Paying Agent	12
	SECTION 2.06.	Paying Agent to Hold Money in
      Trust	13
	SECTION 2.07. 	Holder Lists	13
	SECTION 2.08. 	Transfer and Exchange	14
	SECTION 2.09. 	Mutilated, Destroyed, Lost and
      Stolen Securities	14
	SECTION 2.10. 	Outstanding Securities	15
	SECTION 2.11. 	Treasury Securities	16
	SECTION 2.12. 	Temporary Securities	16
	SECTION 2.13.	Cancellation	16
	SECTION 2.14. 	Defaulted Interest	16
	SECTION 2.15.	Global Securities	16
	SECTION 2.16. 	CUSIP Numbers	18
	SECTION 2.17. 	Benefits of Indenture	18


      

    

     

     

     

    ARTICLE THREE

     

    REDEMPTION AND PREPAYMENT

     

    
       

      
        	SECTION 3.01.	
                Notices to Trustee

              	18
	SECTION 3.02.	Selection of Securities to be
      Redeemed	18
	SECTION 3.03.	Notice of Redemption	19
	SECTION 3.04. 	Effect of Notice of
    Redemption	20
	SECTION 3.05.	Deposit of Redemption Price	20
	SECTION 3.06.	Securities Redeemed in Part	21


      

       

    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE FOUR

     

    COVENANTS

    
      
         

        
           

          
            	SECTION 4.01.	Payment of Securities	21
	SECTION 4.02.	SEC Reports	21
	SECTION 4.03.	Compliance Certificate	21
	SECTION 4.04.	Further Instruments and
Acts	22
	SECTION 4.05.	Corporate Existence	22
	SECTION 4.06.	Calculation of Original Issue Discount	22
	SECTION 4.07.	Additional Amounts	22


          

           

        

      

    

     

     

    ARTICLE FIVE

     

    SUCCESSOR COMPANIES

    
      
         

        
           

          
            	SECTION 5.01.	Merger, Consolidation or Sale of
      Assets	23
	SECTION 5.02.	Surviving Person
Substituted	24


          

           

        

      

    

     

     

    ARTICLE SIX

     

    DEFAULTS AND REMEDIES

    
      
         

        
          	SECTION 6.01.	Events of Default	25
	SECTION 6.02.	Acceleration	27
	SECTION 6.03.	Other Remedies	27
	SECTION 6.04.	Waiver of Past Defaults	28
	SECTION 6.05.	Control by Majority	28
	SECTION 6.06.	Limitation on Suits	28
	SECTION 6.07.	Rights of Holders to Receive Payment	29
	SECTION 6.08.	Collection Suit by Trustee	29
	SECTION 6.09.	Trustee May File Proofs of Claim	29
	SECTION 6.10.	Priorities	30
	SECTION 6.11.	Undertaking for Costs	30
	SECTION 6.12.	Waiver of Stay or Extension Laws	30


        

         

      

    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

     

    ARTICLE SEVEN

     

    TRUSTEE

    
      
        
          
            
              
                 

                
                  	SECTION 7.01. 	Duties of Trustee	31
	SECTION 7.02.	Rights of Trustee	32
	SECTION 7.03.	Individual Rights of
Trustee	33
	SECTION 7.04.	Trustee’s Disclaimer	33
	SECTION 7.05.	Notice of Defaults	34
	SECTION 7.06.	Reports by Trustee to Holder	34
	SECTION 7.07.	Compensation and Indemnity	34
	SECTION 7.08.	Replacement of Trustee	35
	SECTION 7.09.	Successor Trustee by Merger	35
	SECTION 7.10.	Eligibility; Disqualification	36
	SECTION 7.11.	Preferential Collection of Claims Against
      Company	36


                

                 

              

            

          

        

      

    

     

     

    ARTICLE EIGHT

     

    LEGAL DEFEASANCE, COVENANT DEFEASANCE AND SATISFACTION AND
DISCHARGE

     

    
       

      
        	SECTION 8.01.	Option to Effect Legal Defeasance
      or Covenant Defeasance	36
	SECTION 8.02.	Legal Defeasance and
    Discharge	36
	SECTION 8.03.	Covenant Defeasance	37
	SECTION 8.04.	Conditions to Legal or Covenant
      Defeasance	38
	SECTION 8.05.	Deposited Money and U.S. Government Obligations to be
      Held in Trust; Other Miscellaneous Provisions	39
	SECTION 8.06.	Repayment to Company	39
	SECTION 8.07.	Reinstatement	40
	SECTION 8.08.	Satisfaction and Discharge of Indenture	40


      

       

    

     

     

    ARTICLE NINE

     

    AMENDMENTS

     

    
       

      
         

        
          	SECTION 9.01. 	Without Consent of Holders	41
	SECTION 9.02.	With Consent of Holders	42
	SECTION 9.03.	Compliance with Trust Indenture
      Act	43
	SECTION 9.04.	Revocation and Effect of Consents
      and Waivers	43
	SECTION 9.05.	Notation on or Exchange of Securities	44
	SECTION 9.06.	Trustee to Sign Amendments	44
	SECTION 9.07.	Payment for Consent	44


        

      

    

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE TEN

     

    MISCELLANEOUS

     

    
      
        
          	SECTION 10.01	Trust Indenture Act
    Controls	44
	SECTION 10.02	Notices	 44
	SECTION 10.03	Communication by Holders with
      Other Holders	45
	SECTION 10.04	Certificate and Opinion as to
      Conditions Precedent	45
	SECTION 10.05	Statements Required in Certificate or
      Opinion	45
	SECTION 10.06	Acts of Holders	46
	SECTION 10.07	Rules by Trustee, Paying Agent and
      Registrar	47
	SECTION 10.08	Legal Holidays	47
	SECTION 10.09	Governing Law	47
	SECTION 10.10	No Recourse Against Others	48
	SECTION 10.11	Successors	48
	SECTION 10.12	Multiple Originals	48
	SECTION 10.13	Table of Contents; Headings	48
	SECTION 10.14	Severability	48


        

      

    

     

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

    CROSS-REFERENCE
TABLE*

    


    
      
        	Trust
      Indenture Act Section 	 	 	
                Indenture
Section

              


      

      
        	310	
                (a)(1)                                                                                          

              	
                7.10

              
	 	
                (a)(2)                                                                                          

              	
                7.10

              
	 	
                (a)(3)                                                                                          

              	
                Not
      Applicable

              
	 	
                (a)(4)                                                                                          

              	
                Not
      Applicable

              
	 	
                (a)(5)                                                                                          

              	
                7.10

              
	 	
                (b)                                                                                          

              	
                7.10

              
	 	
                (c)                                                                                          

              	
                Not
      Applicable

              
	311	
                (a)                                                                                          

              	
                7.11

              
	 	
                (b)                                                                                          

              	
                7.11

              
	 	
                (c)                                                                                          

              	
                Not
      Applicable

              
	312	
                (a)                                                                                          

              	
                2.06

              
	 	
                (b)                                                                                          

              	
                10.03

              
	 	
                (c)                                                                                          

              	
                10.03

              
	313	
                (a)                                                                                          

              	
                7.06

              
	 	
                (b)(1)                                                                                          

              	
                Not
      Applicable

              
	 	
                (b)(2)                                                                                          

              	
                7.06

              
	 	
                (c)                                                                                          

              	
                7.06

              
	 	
                (d)                                                                                          

              	
                7.06

              
	314 	
                (a)                                                                                          

              	
                4.02;4.03

              
	 	
                (b)                                                                                          

              	
                Not
      Applicable

              
	 	
                (c)(1)                                                                                          

              	
                10.04

              
	 	
                (c)(2)                                                                                          

              	
                10.04

              
	 	
                (c)(3)                                                                                          

              	
                Not
      Applicable

              
	 	
                (d)                                                                                          

              	
                Not
      Applicable

              
	 	
                (e)                                                                                          

              	
                10.05

              
	 	
                (f)                                                                                          

              	
                Not
      Applicable

              
	315	
                (a)                                                                                          

              	
                7.01

              
	 	
                (b)                                                                                          

              	
                7.05

              
	 	
                (c)                                                                                          

              	
                7.01

              
	 	
                (d)                                                                                          

              	
                7.01

              
	 	
                (e)                                                                                          

              	
                6.11

              
	316 	
                (a)
      (last
      sentence)                                                                                          

              	
                2.10

              
	 	
                (a)(1)(A)                                                                                          

              	
                6.05

              
	 	
                (a)(1)(B)                                                                                          

              	
                6.04

              
	 	
                (a)(2)                                                                                          

              	
                Not
      Applicable

              
	 	
                (b)                                                                                          

              	
                6.07

              
	 	
                (c)                                                                                          

              	
                2.13

              
	317 	
                (a)(1)                                                                                          

              	
                6.08

              
	 	
                (a)(2)                                                                                          

              	
                6.09

              
	 	
                (b)                                                                                          

              	
                2.05

              
	318 	
                (a)                                                                                          

              	
                10.01

              
	 	
                (b)                                                                                          

              	
                Not
      Applicable

              
	 	
                (c)                                                                                          

              	
                10.01

              


      

    

    *This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or
provisions.

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        Table of Contents

      

    

     

     

     

    INDENTURE
dated as of [        ], between DHT
HOLDINGS, INC., a Marshall Islands corporation, and
[                   ],
as trustee.

     

    The
Company and the Trustee agree as follows for the benefit of each other and for
the equal and ratable benefit of the Holders of the securities issued under this
Indenture (the “Securities”):

     

     

    ARTICLE ONE

     

    DEFINITIONS AND
INCORPORATION BY REFERENCE

     

    SECTION 1.01. Definitions.

     

    For all
purposes under this Indenture and any supplemental indenture hereto, except as
otherwise expressly provided or unless the context otherwise requires, the
following terms shall have the following meanings:

     

    “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control” (including,
with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”), when used with respect to any Person, shall mean the
power to direct or cause the direction of the management or policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by agreement or otherwise.

     

    “Agent”
means any Registrar, Paying Agent or co-registrar.

     

    “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.

     

    “Board of
Directors” means the Board of Directors of the Company, or any authorized
committee of the Board of Directors.

     

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

     

    “Business
Day” means any day other than a Legal Holiday.

     

    “Capital
Stock” means, with respect to any Person, any shares or other equivalents
(however designated) of any class of corporate stock or partnership interests or
any other participations, rights, warrants, options or other interests in the
nature of an equity interest in such Person, including preferred stock,
including any debt security convertible or exchangeable into such equity
interest.

     

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

     

    “Clearstream”
means Clearstream Banking, société anonyme, or any successor
thereto.

     

    “Commodity
Price Protection Agreement” means, in respect of a Person, any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement
or arrangement designed to protect such Person against fluctuations in commodity
prices.

     

    “Company”
means DHT Holdings, Inc., and any and all successors thereto.

     

    “Company
Order” means a written order signed in the name of the Company by two Officers,
one of whom must be the Company’s principal executive officer, principal
financial officer or principal accounting officer.

     

    “Corporate
Trust Office of the Trustee” shall be the address of the Trustee specified in
Section 10.02 hereof or such other address as to which the Trustee may give
notice to the Company.

     

    “Currency
Exchange Protection Agreement” means, in respect of a Person, any foreign
exchange contract, currency swap agreement, currency option or other similar
agreement or arrangement designed to protect such Person against fluctuations in
currency exchange rates.

     

    “Debt”
means, with respect to any Person (without duplication):

     

    (a) the
principal of and premium (if any) in respect of any obligation of such Person
for money borrowed, and any obligation evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such Person is responsible or
liable;

     

    (b) all
obligations of such Person as lessee under leases required to be capitalized on
the balance sheet of the lessee under generally accepted accounting principles
and leases of Property made as part of any sale and leaseback transaction
entered into by such Person;

     

    (c) all
obligations of such Person issued or assumed as the deferred purchase price of
Property, all conditional sale obligations of such Person and all obligations of
such Person under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business);

     

    (d) all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, banker’s acceptance or similar credit transaction;

     

    (e) all
obligations of the type referred to in clauses (a) through (d) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;

     

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

     

    (f) all
obligations of the type referred to in clauses (a) through (d) of other Persons
secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person); and

     

    (g) to
the extent not otherwise included in this definition, obligations pursuant to
any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity
Price Protection Agreement or any other similar agreement or arrangement of such
Person.

     

    “Default”
means any event that is, or after notice or passage of time or both would be, an
Event of Default.

     

    “Definitive
Security” means a certificated Security registered in the name of the Holder
thereof and issued in accordance with Section 2.08 hereof.

     

    “Depositary”
means, with respect to the Securities issuable or issued in whole or in part in
global form, the Person specified in Section 2.15 hereof as the Depositary
with respect to the Securities, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.

     

    “Dollar”
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 debt.

     

    “Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any
successor thereto.

     

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

     

    “Foreign
Currency” means any currency or currency unit issued by a government other than
the government of the United States of America.

     

    “Global
Security,”  when used with respect to any Series of Securities issued
hereunder, means a Security which is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary’s
instruction, all in accordance with this Indenture and an indenture supplemental
hereto, if any, or Board Resolution and pursuant to a Company Order, which shall
be registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the outstanding Securities of such Series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest and which shall bear
the legend as prescribed by Section 2.15(c) hereof.

     

    “Global
Security Legend” means the legend set forth in Section 2.15(c) hereof,
which is required to be placed on all Global Securities issued under this
Indenture.

     

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

     

    “Guarantee”
means a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner (including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof), of all or any
part of any Debt. The term “Guarantor” shall mean any Person Guaranteeing any
obligation.

     

    “Holder”
means a Person in whose name a Security is registered on the Registrar’s
books.

     

    “IFRS”
means International Financial Reporting Standards, as issued by the
International Accounting Standards Board.

     

    “Indenture”
means this Indenture, as amended or supplemented from time to time.

     

    “Interest
Payment Date” when used with respect to any Series of Securities, means the date
specified in such Securities for the payment of any installment of interest on
those Securities.

     

    “Interest
Rate Agreement” means, for any Person, any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement designed to protect against fluctuations in interest
rates.

     

    “Lien”
means, with respect to any Property of any Person, any mortgage or deed of
trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to such Property (including any capital lease obligation,
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing or any sale and leaseback
transaction).

     

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

     

    “Officer”
means, with respect to any Person, the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     

    “Officers’
Certificate” means a certificate signed on behalf of the Company by two Officers
of the Company, one of whom must be the principal executive officer, the
principal financial officer or the principal accounting officer of the Company,
that meets the requirements of Sections 10.04 and 10.05
hereof.

     

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

     

    “Opinion
of Counsel” means an opinion from legal counsel, that meets the requirements of
Sections 10.04 and 10.05 hereof. The counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the
Trustee.

     

    “Original
Issue Discount Security” means any Security that provides for an amount less
than the stated principal amount thereof to be due and payable upon declaration
of acceleration of the maturity thereof pursuant to Section 6.02
hereof.

     

    “Participant”
means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and,
with respect to the Depository Trust Company, shall include Euroclear and
Clearstream).

     

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

     

    “Property”
means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible,
including Capital Stock in, and other securities of, any other
Person.

     

    “Responsible
Officer” with respect to the Trustee, means any Vice President, Assistant Vice
President, Assistant Treasurer or any other officer of the Trustee assigned by
the Trustee to administer its corporate trust matters and who customarily
performs functions similar to those performed by such Persons who at the time
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 administration
of this Indenture.

     

    “SEC”
means the Securities and Exchange Commission.

     

    “Securities”
has the meaning assigned to it in the preamble to this Indenture.

     

    “Securities
Act” means the Securities Act of 1933, as amended.

     

    “Series”
or “Series of Securities” means each series of debentures, notes or other debt
instruments of the Company created pursuant to Sections 2.01 and 2.02
hereof.

     

    “Significant
Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC.

     

    “Stated
Maturity,” when used with respect to any Security, means the date specified in
such Security as the fixed date on which an amount equal to the principal amount
of such Security is due and payable.

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

     

    “Subsidiary”
of any Person means any corporation, limited liability company, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person,
(ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person.

     

    “TIA”
means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb),
and the rules and regulations thereunder as in effect on the date on which this
Indenture is qualified under the TIA, except as provided in Section 9.03
hereof.

     

    “Trustee”
means the party named as such above until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.

     

    “U.S.
Government Obligations” means direct obligations (or certificates representing
an ownership interest in such obligations) of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer’s option.

     

    “U.S.
Person” means a U.S. person as defined in Rule 902(k) under the Securities
Act.

     

    “Voting
Stock” of any Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

     

    
SECTION
1.02. Other
Definitions.

     

    


    
      	
              Term

            	 	
              Defined in Section

            
	
              “Additional
      Amounts”                                                       

            	 	
              4.07

            
	
              “Covenant
      Defeasance”                                                       

            	 	
              8.03

            
	
              “Custodian”                                                       

            	 	
              6.01

            
	
              “Event
      of
      Default”                                                       

            	 	
              6.01

            
	
              “Legal
      Defeasance”                                                       

            	 	
              8.02

            
	
              “Legal
      Holiday”                                                       

            	 	
              10.08

            
	
              “Paying
      Agent”                                                       

            	 	
              2.05

            
	
              “Registrar”                                                       

            	 	
              2.05

            
	
              “Relevant
      Taxing Jurisdiction” 

            	 	
              4.07

            
	
              “Service
      Agent”                                                       

            	 	
              2.05

            
	
              “Surviving
      Person”                                                       

            	 	
              5.01

            
	
              “Taxes”                                                       

            	 	
              4.07

            


    

    


     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

    
      
SECTION
1.03. Incorporation by Reference of Trust Indenture
Act.  This Indenture is subject to the mandatory provisions of
the TIA, which are incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

    

     

    “indenture
securities” means the Securities;

     

    “indenture
security Holder” means a Holder of a Security;

     

    “indenture
to be qualified” means this Indenture;

     

    “indenture
trustee” or “institutional trustee” means the Trustee; and

     

    “obligor”
on the Securities means the Company and any successor obligor upon the
Securities.

     

    All other
terms used in this Indenture that are defined by the TIA, defined by the TIA’s
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

     

    SECTION 1.04. Rules

of
Construction. Unless the context otherwise
requires:

     

    (1)  a
term has the meaning assigned to it;

     

    (2)  an
accounting term not otherwise defined has the meaning assigned to it in
accordance with IFRS;

     

    (3)  “or”
is not exclusive;

     

    (4)  words
in the singular include the plural, and in the plural include the
singular;

     

    (5)  provisions
apply to successive events and transactions; and

     

    (6)  references
to sections of or rules under the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC from
time to time.

     

     

    ARTICLE TWO

     

    THE
SECURITIES

     

    SECTION 2.01. Rules 
 in
Series. The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more Series. All Securities of a Series shall be
identical except as may be set forth in a Board Resolution, a supplemental
indenture or an Officers’ Certificate detailing the adoption of the terms
thereof pursuant to the authority granted under a Board Resolution. In the case
of Securities of a Series to be issued from time to time, the Board Resolution,
supplemental indenture or Officers’ Certificate may provide for the method by
which specified terms (such as interest rate, maturity date, record date or date
from which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters.

     

     

     

     

    
      
        
        

      

      
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    SECTION 2.02. Establishment of
Terms of Series of Securities.  At or prior to the issuance
of any Securities within a Series, the following shall be established (as to the
Series generally, in the case of Subsection 2.02(a) hereof and either as to
such Securities within the Series or as to the Series generally in the case of
Subsections 2.02(b) through 2.02(w) hereof) by a Board Resolution, a
supplemental indenture or an Officers’ Certificate pursuant to authority granted
under a Board Resolution:

     

    (a) the title
of the Securities of the Series (which shall distinguish the Securities of that
particular Series from the Securities of any other Series);

     

    (b)  the
ranking of the Securities of the Series relative to other Debt of the Company
and the terms of any subordination provisions;

     

    (c) any limit
upon the aggregate principal amount of the Securities of the Series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series);

     

    (d) the date
or dates on which the principal and premium of the Securities of the Series are
payable;

     

    (e) the rate
or rates (which may be fixed or variable) at which the Securities of the Series
shall bear interest, if any, or the method of determining such rate or rates,
the date or dates from which such interest, if any, shall accrue, the Interest
Payment Dates on which such interest, if any, shall be payable or the method by
which such dates will be determined, the record dates for the determination of
Holders thereof to whom such interest is payable (in the case of Securities in
registered form), and the basis upon which such interest will be calculated if
other than that of a 360-day year of twelve 30-day months;

     

    (f) the
currency or currencies, including composite currencies in which Securities of
the Series shall be denominated, if other than Dollars, the place or places, if
any, in addition to or instead of the Corporate Trust Office of the Trustee (in
the case of Securities in registered form) or the principal New York office of
the Trustee (in the case of Securities in bearer form), where the principal,
premium and interest with respect to Securities of such Series shall be payable
or the method of such payment, if by wire transfer, mail or other
means;

     

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

     

    (h) the form
of the Securities of the Series and whether Securities of the Series are to be
issued in registered form or bearer form or both and, if Securities are to be
issued in bearer form, whether coupons will be attached to them, whether
Securities of the Series in bearer form may be exchanged for Securities of the
Series issued in registered form, and the circumstances under which and the
places at which any such exchanges, if permitted, may be made;

     

     

     

    
      
        
        

      

      
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    (i) if any
Securities of the Series are to be issued in bearer form or as one or more
Global Securities representing individual Securities of the Series in bearer
form, whether certain provisions for the payment of additional interest or tax
redemptions shall apply; whether interest with respect to any portion of a
temporary Security of the Series in bearer form payable with respect to any
Interest Payment Date prior to the exchange of such temporary Security in bearer
form for definitive Securities of the Series in bearer form shall be paid to any
clearing organization with respect to the portion of such temporary Security in
bearer form held for its account and, in such event, the terms and conditions
(including any certification requirements) upon which any such interest payment
received by a clearing organization will be credited to the Persons entitled to
interest payable on such Interest Payment Date; and the terms upon which a
temporary Security in bearer form may be exchanged for one or more definitive
Securities of the Series in bearer form;

     

    (j) the
obligation, if any, of the Company to redeem, purchase or repay the Securities
of the Series pursuant to any sinking fund or analogous provisions or at the
option of a Holder thereof and the price or prices at which, the period or
periods within which, and the terms and conditions upon which, Securities of the
Series shall be redeemed, purchased or repaid, in whole or in part, pursuant to
such obligations;

     

    (k) the
terms, if any, upon which the Securities of the Series may be exchanged for any
of the Company’s common stock or other equity interests, and the terms and
conditions upon which such exchange shall be effected, including the initial
exchange price or rate, the exchange period and any other additional
provisions;

     

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

     

    (m) if the
amount of principal, premium or interest with respect to the Securities of the
Series may be determined with reference to an index or pursuant to a formula,
the manner in which such amounts will be determined;

     

    (n) if the
principal amount payable at the Stated Maturity of Securities of the Series will
not be determinable as of any one or more dates prior to such Stated Maturity,
the amount that will be deemed to be such principal amount as of any such date
for any purpose, including the principal amount thereof which will be due and
payable upon any Maturity other than the Stated Maturity and which will be
deemed to be outstanding as of any such date (or, in any such case, the manner
in which such deemed principal amount is to be determined), and if necessary,
the manner of determining the equivalent thereof in Dollars;

     

    (o) the
applicability of or any changes or additions to the defeasance and discharge
provisions of Article Eight hereof;

     

     

     

    
      
        
        

      

      
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    (p) if other
than the principal amount thereof, the portion of the principal amount of the
Securities of the Series that shall be payable upon declaration of acceleration
of the maturity thereof pursuant to Section 6.02 hereof;

     

    (q) the
terms, if any, of the transfer, mortgage, pledge or assignment as security for
the Securities of the Series of any properties, assets, moneys, proceeds,
securities or other collateral, including whether certain provisions of the TIA
are applicable and any corresponding changes to provisions of this Indenture as
then in effect;

     

    (r) any
addition to or change in the Events of Default which applies to any Securities
of the Series and any change in the right of the Trustee or the requisite
Holders of such Series of Securities to declare the principal amount of,
premium, if any, and interest on such Series of Securities due and payable
pursuant to Section 6.02 hereof;

     

    (s) if the
Securities of the Series shall be issued in whole or in part in the form of a
Global Security, the terms and conditions, if any, upon which such Global
Security may be exchanged in whole or in part for other individual Definitive
Securities of such Series, the Depositary for such Global Security and the form
of any legend or legends to be borne by any such Global Security in addition to
or in lieu of the Global Securities Legend;

     

    (t) any
Trustee, authenticating agent, Paying Agent, transfer agent, Service Agent or
Registrar;

     

    (u) the
applicability of, and any addition to or change in, the covenants (and the
related definitions) set forth in Articles Four and Five hereof which apply to
Securities of the Series;

     

    (v) with
regard to Securities of the Series that do not bear interest, the dates for
certain required reports to the Trustee;

     

    (w) the terms
applicable to Original Issue Discount Securities, including the rate or rates at
which original issue discount will accrue; and

     

    (x) any other
terms of Securities of the Series (which terms shall not be prohibited by the
provisions of this Indenture).

     

    All
Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers’ Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers’ Certificate.

     

     

     

    
      
        
        

      

      
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SECTION
2.03. Denominations; Provisions for
Payment.  The Securities shall be issuable, except as otherwise
provided with respect to any series of Securities pursuant to Section 2.02
hereof, as registered Securities in the denominations of one thousand Dollars
($1,000) or any integral multiple thereof, subject to Sections 2.02(f) and
2.02(l) hereof. The Securities of any Series shall bear interest payable on the
dates and at the rate specified with respect to that Series. Unless otherwise
provided as contemplated by Section 2.02 hereof with respect to Securities
of any Series, the principal of and the interest on the Securities of any
Series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in Dollars. Such payment shall be made at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Unless otherwise provided as contemplated by Section 2.02
hereof, interest on the Securities shall be computed on the basis of a 360-day
year composed of twelve 30-day months.

     

    The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that Series
shall be paid to the Person in whose name said Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for such interest installment.

     

    Unless
otherwise set forth in a Board Resolution, a supplemental indenture or an
Officers’ Certificate establishing the terms of any Series of Securities
pursuant to Section 2.02 hereof, the term “regular record date” as used in
this Section with respect to Securities of any Series with respect to any
Interest Payment Date for such Series shall mean (i) either the fifteenth
day of the month immediately preceding the month in which an Interest Payment
Date established for such series pursuant to Section 2.02 hereof shall
occur, if such Interest Payment Date is the first day of a month or
(ii) the first day of the month in which an Interest Payment Date
established for such Series pursuant to Section 2.02 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.

     

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

     

    
SECTION
2.04. Execution and Authentication.  One or
more Officers shall sign the Securities for the Company by manual or facsimile
signature. If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid. A Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture. The Securities may contain such notations, legends or endorsements
required by law, stock exchange rule or usage.

     

    The
Trustee shall at any time, and from time to time, authenticate Securities for
original issue in the principal amount provided in the Board Resolution,
supplemental indenture hereto or Officers’ Certificate, upon receipt by the
Trustee of a Company Order. Such Company Order may authorize authentication and
delivery pursuant to oral or electronic instructions from the Company or its
duly authorized agent or agents, which oral instructions shall be promptly
confirmed in writing. Each Security shall be dated the date of its
authentication unless otherwise provided by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate.

     

     

     

     

    
      
        
        

      

      
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    The
aggregate principal amount of Securities of any Series outstanding at any time
may not exceed any limit upon the maximum principal amount for such Series set
forth in the Board Resolution, supplemental indenture hereto or Officers’
Certificate delivered pursuant to Section 2.02 hereof, except as provided
in Section 2.09 hereof.

     

    Prior to
the issuance of Securities of any Series, the Trustee shall have received and
(subject to Section 7.02 hereof) shall be fully protected in relying
on:  (a) the Board Resolution, supplemental indenture hereto or
Officers’ Certificate establishing the form of the Securities of that Series or
of Securities within that Series and the terms of the Securities of that Series
or of Securities within that Series, (b) an Officers’ Certificate complying
with Sections 10.04 and 10.05 hereof, and (c) an Opinion of Counsel
complying with Sections 10.04 and 10.05 hereof.

     

    The
Trustee shall have the right to decline to authenticate and deliver any
Securities of such Series:  (a) if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken; or (b) if
the Trustee in good faith by its board of directors or trustees, executive
committee or a trust committee of directors and/or vice-presidents shall
determine that such action would expose the Trustee to personal liability to
Holders of any then outstanding Series of Securities.

     

    The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

     

    SECTION 2.05. Registrar and
Paying Agent.  So long as Securities of any Series
remaining outstanding, the Company agrees to maintain an office or agency in the
Borough of Manhattan, the City and State of New York (or any other place or
places specified with respect to such Series pursuant to Section 2.02
hereof), where Securities of such Series may be presented or surrendered for
payment (“Paying
Agent”), where Securities of such Series may be presented for
registration of transfer or exchange (“Registrar”) and where
notices and demands to or upon the Company in respect of the Securities of such
Series and this Indenture may be served (“Service Agent”). The
Registrar shall keep a register with respect to each Series of Securities and to
their transfer and exchange. The Company will give prompt written notice to the
Trustee of the name and address, and any change in the name or address, of each
office or agency, Registrar, Paying Agent or Service Agent. If at any time the
Company shall fail to maintain any such required office or agency, Registrar,
Paying Agent or Service Agent or shall fail to furnish the Trustee with the name
and address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

     

     

     

    
      
        
        

      

      
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    The
Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.02 hereof for Securities of any
Series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the name or
address of any such co-registrar, additional paying agent or additional service
agent. The term “Registrar” includes any co-registrar; the term “Paying Agent”
includes any additional paying agent; and the term “Service Agent” includes any
additional service agent.

     

    The
Company hereby appoints the Trustee as the initial Registrar, Paying Agent and
Service Agent for each Series unless another Registrar, Paying Agent or Service
Agent, as the case may be, is appointed prior to the time Securities of that
Series are first issued.

     

    
SECTION
2.06. Paying Agent to Hold Money in Trust.  The
Company shall require each Paying Agent, other than the Trustee, to agree in
writing that the Paying Agent will hold in trust, for the benefit of Holders of
any Series of Securities, or the Trustee, all money held by the Paying Agent for
the payment of principal of or interest on the Series of Securities, and will
notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. Notwithstanding anything in this Section to
the contrary, (i) the agreement to hold sums in trust as provided in this
Section 2.06 is subject to the provisions of Section 8.06 hereof, and
(ii) the Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
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
terms and conditions as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent (if other than the Company or a Subsidiary) shall be released
from all further liability with respect to the money. If the Company or a
Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of Holders of any Series of Securities all
money held by it as Paying Agent.

     

    
SECTION
2.07. Holder
Lists.  (a)  The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of each Series of Securities and shall
otherwise comply with TIA § 312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least ten days before each Interest
Payment Date and at such other times as the Trustee may request in writing a
list, in such form and as of such date as the Trustee may reasonably require, of
the names and addresses of Holders of each Series of Securities.

     

    (b) The
Trustee may destroy any list furnished to it as provided in Section 2.07(a)
hereof upon receipt of a new list so furnished.

     

     

     

    
      
        
        

      

      
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    SECTION 2.08. Transfer and
Exchange.  When
Securities of a Series are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of the same Series, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Trustee shall authenticate
Securities at the Registrar’s request. No service charge shall be made for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.12, 3.06 or 9.05 hereof).

     

    Neither
the Company nor the Registrar shall be required (a) to issue, register the
transfer of, or exchange Securities of any Series during the period beginning at
the opening of business fifteen days immediately preceding the mailing of a
notice of redemption of Securities of that Series selected for redemption and
ending at the close of business on the day of such mailing, or (b) to
register the transfer or exchange of Securities of any Series selected, called
or being called for redemption as a whole or the portion being redeemed of any
such Securities selected, called or being called for redemption in
part.

     

    All
Securities presented or surrendered for exchange or registration of transfer, as
provided in this Section, shall be accompanied (if so required by the Company or
the Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Registrar, duly executed by the Holder or by
such Holder’s duly authorized attorney in writing.

     

    The
provisions of this Section 2.08 are, with respect to any Global Security,
subject to Section 2.15 hereof.

     

    

SECTION
2.09. Mutilated, Destroyed, Lost and Stolen
Securities.  If any mutilated Security is surrendered to
the Trustee, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same Series and of like tenor
and principal amount and bearing a number not contemporaneously
outstanding.

     

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

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security (without surrender thereof except in the case of
a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, and, in case of
destruction, loss or theft, evidence to their satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

     

     

     

    
      
        
        

      

      
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    Upon the
issuance of any new Security pursuant to this Section 2.09, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

     

    Every new
Security of any Series issued pursuant to this Section 2.09 in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder.

     

    The
provisions of this Section 2.09 are exclusive and shall preclude (to the
extent lawful) any and all other rights and remedies, notwithstanding any law or
statute existing or hereafter enacted to the contrary, with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities,
negotiable instruments or other securities.

     

    
SECTION
2.10. Outstanding Securities.  The Securities
outstanding at any time are all the Securities authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation, those
reductions in the interest on a Global Security effected by the Trustee in
accordance with the provisions hereof and those described in this
Section 2.10 as not outstanding.

     

    If a
Security is replaced pursuant to Section 2.09 hereof, it ceases to be
outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     

    If the
Paying Agent (other than the Company, a Subsidiary of the Company or an
Affiliate of any thereof) holds on the Maturity of Securities of a Series money
sufficient to pay such Securities payable on that date, then on and after that
date such Securities of the Series cease to be outstanding and interest on them
ceases to accrue.

     

    A
Security does not cease to be outstanding because the Company or an Affiliate
thereof holds the Security.

     

    In
determining whether the Holders of the requisite principal amount of outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, the principal amount of an Original Issue Discount
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 6.02 hereof.

     

     

     

    
      
        
        

      

      
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SECTION
2.11. Treasury Securities.  In determining
whether the Holders of the required principal amount of Securities of a Series
have concurred in any request, demand, authorization, direction, notice, consent
or waiver, Securities of a Series owned by the Company or an Affiliate of the
Company shall be disregarded and deemed not to be outstanding, except that for
the purposes of determining whether the Trustee shall be protected in relying on
any such request, demand, authorization, direction, notice, consent or waiver
only Securities of a Series that a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time shall be considered in any such
determination.

     

    SECTION 2.12. Temporary
Securities.  Until Definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in
the form of Definitive Securities but may have variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee upon request shall authenticate Definitive
Securities of the same Series and date of maturity in exchange for temporary
Securities. Until so exchanged, temporary Securities shall have the same rights
under this Indenture as the Definitive Securities.

     

    
SECTION
2.13. Cancellation.  The Company at any time
may deliver Securities to the Trustee for cancellation. The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for transfer, exchange, payment, replacement or
cancellation and shall dispose of such canceled Securities according to its
normal operating procedures (subject to the record retention requirement of the
Exchange Act) and deliver a certificate of such disposition to the Company. The
Company may not issue new Securities to replace Securities that it has paid or
delivered to the Trustee for cancellation.

     

    
SECTION
2.14. Defaulted Interest.  If the Company
defaults in a payment of interest on a Series of Securities, it shall pay the
defaulted interest, plus, to the extent permitted by law, any interest payable
on the defaulted interest, to the persons who are Holders of the Series on a
subsequent special record date. The Company shall fix the record date and
payment date. At least 30 days before the record date, the Company shall mail to
the Trustee and to each Holder of the Series a notice that states the record
date, the payment date and the amount of interest to be paid. The Company may
pay defaulted interest in any other lawful manner.

     

    
SECTION
2.15. Global Securities.

     

    (a) Terms of
Securities.  A Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate shall establish whether the Securities of a
Series shall be issued in whole or in part in the form of one or more Global
Securities and the Depositary for such Global Security or
Securities.

     

     

     

     

    
      
        
        

      

      
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    (b) Transfer and
Exchange.  Notwithstanding any provisions to the contrary
contained in Section 2.08 hereof and in addition thereto, any Global
Security shall be exchangeable pursuant to Section 2.08 hereof for
Securities registered in the names of Holders other than the Depositary for such
Security or its nominee only if (i) such Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or if at any time such Depositary ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depositary within 90 days of such event, (ii) the
Company executes and delivers to the Trustee an Officers’ Certificate to the
effect that such Global Security shall be so exchangeable or (iii) an Event
of Default with respect to the Securities represented by such Global Security
shall have occurred and be continuing. Any Global Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an
aggregate principal amount equal to the principal amount of the Global Security
with like tenor and terms.

     

    Except as
provided in this Section 2.15(b), a Global Security may only be transferred
in whole but not in part (i) by the Depositary with respect to such Global
Security to a nominee of such Depositary, (ii) by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or (iii) by the
Depositary or any such nominee to a successor Depositary or a nominee of such a
successor Depositary.

     

    (c) Legend.  Any
Global Security issued hereunder shall bear a legend in substantially the
following form:

     

    “THIS
SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS
SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.04 OF THE INDENTURE, (B) THIS SECURITY MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 2.15(B) OF THE INDENTURE, (C) THIS SECURITY
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE
INDENTURE AND (D) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15(B) OF THE
INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (X)
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR (Z) BY THE
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.”

     

    (d) Payments.  Notwithstanding
the other provisions of this Indenture, unless otherwise specified as
contemplated by Section 2.02 hereof, payment of the principal of and
interest, if any, on any Global Security shall be made to the Holder
thereof.

     

    (e) Consents, Declaration and
Directions.  Except as provided in Section 2.15(d) hereof,
the Company, the Trustee and any Agent shall treat a person as the Holder of
such principal amount of outstanding Securities of such Series represented by a
Global Security as shall be specified in a written statement of the Depositary
with respect to such Global Security, for purposes of obtaining any consents,
declarations, waivers or directions required to be given by the Holders pursuant
to this Indenture.

     

     

     

    
      
        
        

      

      
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SECTION
2.16. CUSIP Numbers.  The Company in issuing
the 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 neither
the Company nor the Trustee shall have any responsibility for any defect in the
“CUSIP” number that appears on any Security, check, advice of payment or
redemption notice, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other elements of identification printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company shall promptly notify the Trustee of any change in CUSIP
numbers.

     

    
SECTION
2.17. Benefits of Indenture.  Nothing in this
Indenture or in the Securities, express or implied, shall give or be construed
to give to any Person, other than the parties hereto and the holders of the
Securities, any legal or equitable right, remedy or claim under or in respect of
this Indenture, or under any covenant, condition or provision herein contained;
all such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the Holders of the Securities.

     

     

    ARTICLE THREE

     

    REDEMPTION AND
PREPAYMENT

     

    
SECTION
3.01. Notices to Trustee.  The Company may,
with respect to any Series of Securities, reserve the right to redeem and pay
the Series of Securities or may covenant to redeem and pay the Series of
Securities or any part thereof prior to the Stated Maturity thereof at such time
and on such terms as provided for in such Series of Securities. If a Series of
Securities is redeemable and the Company wants or is obligated to redeem prior
to the Stated Maturity thereof all or part of the Series of Securities pursuant
to the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of Securities of the Series to be redeemed and the
redemption price. The Company shall give such notice to the Trustee at least 30
but no more that 60 days before the redemption date (or such shorter notice
as may be acceptable to the Trustee).

     

    
SECTION
3.02. Selection of Securities to be
Redeemed.  Unless otherwise indicated for a particular Series
of Securities by a Board Resolution, a supplemental indenture or an Officers’
Certificate, if less than all of the Securities are to be redeemed or purchased
in an offer to purchase at any time, the Trustee shall select the Securities to
be redeemed or purchased as follows:

     

    (1) if the
Securities are listed on any national securities exchange, in compliance with
the requirements of the principal national securities exchange, if any, on which
the Securities are listed; or

     

    (2) if the
Securities are not listed on any national securities exchange, on a pro rata
basis, by lot or by such other method as the Trustee shall deem fair and
appropriate.

     

     

     

     

    
      
        
        

      

      
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    Unless
otherwise indicated for a particular Series of Securities by a Board Resolution,
a supplemental indenture or an Officers’ Certificate, no Securities of $1,000 of
principal amount or less will be redeemed in part. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption. The
Trustee shall make the selection at least 25 days but not more than 60 days
before the redemption date from outstanding Securities of a Series not
previously called for redemption.

     

    If any
Security is to be redeemed in part only, the notice of redemption that relates
to such Security shall state the portion of the principal amount of that
Security to be redeemed. A new Security in principal amount equal to the
unredeemed portion of the original Security presented for redemption will be
issued in the name of the Holder thereof upon cancellation of the original
Security. Securities called for redemption become irrevocably due on the date
fixed for redemption at the applicable redemption price, plus accrued and unpaid
interest to the redemption date. On and after the redemption date, unless the
Company defaults in making the applicable redemption payment, interest ceases to
accrue or accrete on Securities or portions of them called for
redemption.

     

    
SECTION
3.03. Notice of Redemption.  Unless otherwise
provided for a particular Series of Securities by a Board Resolution, a
supplemental indenture or an Officers’ Certificate, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Securities are to be redeemed at its registered address.

     

    The
notice shall identify the Securities to be redeemed and shall
state:

     

    (1) the
redemption date;

     

    (2) the
redemption price or the appropriate calculation of the redemption price, which
in each case will include interest accrued and unpaid to the date fixed for
redemption;

     

    (3) if any
Security is being redeemed in part, the portion of the principal amount of such
Security to be redeemed and that, after the redemption date upon surrender of
such Security, a new Security or Securities in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original
Security;

     

    (4) the name
and address of the Paying Agent;

     

    (5) that
Securities called for redemption must be surrendered to the Paying Agent to
collect the redemption price;

     

     

    
      
        
        

      

      
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    (6) that,
unless the Company defaults in making such redemption payment, interest on
Securities (or portion thereof) called for redemption ceases to accrue on and
after the redemption date;

     

    (7) the
paragraph of the Securities and/or provision of this Indenture or any
supplemental indenture pursuant to which the Securities called for redemption
are being redeemed;

     

    (8) the CUSIP
number, if any, printed on the Securities being redeemed; and

     

    (9) that no
representation is made as to the correctness or accuracy of the CUSIP number, if
any, listed in such notice or printed on the Securities.

     

    At the
Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as required
by this Section 3.03.

     

    
SECTION
3.04. Effect of Notice of Redemption.  Once
notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

     

    Failure
to give notice or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

     

    
SECTION
3.05. Deposit of Redemption Price.  Prior to
10:00 a.m. (New York City time) on the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary of the Company is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption price of, and accrued interest on,
all Securities to be redeemed on that date, other than Securities or portions of
Securities called for redemption that have been delivered by the Company to the
Trustee for cancellation. The Trustee or the Paying Agent shall as promptly as
practicable return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Securities to be redeemed. If
such money is then held by the Company in trust and is not required for such
purpose it shall be discharged from such trust.

     

    If the
Company complies with the provisions of the preceding paragraph, on and after
the redemption date, interest shall cease to accrue on the Securities or the
portions of Securities called for redemption. If a Security is redeemed on or
after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Security was registered at the close of business on such record date.
If any Security called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and, to the extent lawful, on any interest
not paid on such unpaid principal, in each case at the rate provided in the
Securities.

     

     

    
      
        
        

      

      
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    SECTION 3.06. Securities
Redeemed in Part.  Upon surrender of a Security that is
redeemed in part, the Company shall execute and, upon the Company’s written
request, the Trustee shall authenticate for the Holder (at the Company’s
expense) a new Security equal in principal amount to the unredeemed portion of
the Security surrendered.

     

     

    ARTICLE FOUR

     

    COVENANTS

     

    
SECTION
4.01. Payment of Securities.  The Company
covenants and agrees for the benefit of the Holders of each Series of Securities
that it will duly and punctually make all payments in respect of each Series of
Securities on the dates and in the manner provided in such Series of Securities
and this Indenture. Such payments shall be considered made on the date due if on
such date the Trustee or the Paying Agent holds, in accordance with this
Indenture, money sufficient to make all payments with respect to such Securities
then due.

     

    
SECTION
4.02. SEC
Reports.  Unless otherwise indicated in a Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate, notwithstanding that
the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, so long as any Securities are outstanding, the
Company shall furnish to the Trustee and the Holders copies of such annual
reports and such information, documents and other reports as are specified in
Sections 13 and 15(d) of the Exchange Act subject to such Sections, at the
times specified for the filing of such information, documents and reports under
such Sections. Delivery of such reports, information and documents 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 the covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates). The Company also shall
comply with the other provisions of TIA § 314(a).

     

    
SECTION
4.03. Compliance Certificate.  The Company
shall deliver to the Trustee within 120 days after the end of each fiscal year
of the Company an Officers’ Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Company they would
normally have knowledge of any Default and whether or not the signers know of
any Default that occurred during such period. If they do, the certificate shall
describe the Default, its status and what action the Company is taking or
propose to take with respect thereto. The Company also shall comply with TIA
§ 314(a)(4).

     

     

    
      
        
        

      

      
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SECTION
4.04. Further Instruments and Acts.  The
Company shall execute and deliver to the Trustee such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     

    
SECTION
4.05. Corporate Existence.  Subject to
Article Five hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect:

     

    (1) its
limited liability company, corporate, partnership or other existence in
accordance with its organizational documents (as the same may be amended from
time to time) and

     

    (2) the
rights (charter and statutory), licenses and franchises of the Company; provided, however, that the
Company shall not be required to preserve any such right, license or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Securities.

     

    
SECTION
4.06. Calculation of Original Issue
Discount.  The Company shall file with the Trustee promptly at
the end of each calendar year (i) a written notice specifying the amount of
original issue discount (including daily rates and accrual periods) accrued on
outstanding Securities as of the end of such year and (ii) such other
specific information relating to such original issue discount as may then be
relevant under the Internal Revenue Code of 1986, as amended from time to
time.

     

    
SECTION
4.07. Additional Amounts.  If, following any
transactions permitted by Section 5.01 hereof, the Surviving Person is organized
other than under the laws of the United States of America, any State thereof or
the District of Columbia, all payments made by the Surviving Person under or
with respect to the Securities shall be made free and clear of and without
withholding or deduction for or on account of any present or future tax, duty,
levy, impost, assessment or other governmental charge (including penalties,
interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or
levied by or on behalf of the government of the Surviving Person’s country of
incorporation or any political subdivision or any authority or agency therein or
thereof having power to tax, or within any other jurisdiction in which the
Surviving Person is organized or is otherwise resident for tax purposes or any
jurisdiction from or through which payment is made (each a “Relevant Taxing
Jurisdiction”), unless the Surviving Person is required to withhold or
deduct Taxes by law or by the interpretation or administration
thereof.

     

     

     

    
      
        
        

      

      
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    If the
Surviving Person is so required to withhold or deduct any amount for or on
account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made
under or with respect to the Securities, the Surviving Person shall pay such
additional amounts (“Additional Amounts”)
as may be necessary so that the net amount received by the Holders (including
Additional Amounts) after such withholding or deduction will not be less than
the amount the Holders would have received if such Taxes had not been withheld
or deducted; provided, however, that the
foregoing obligation to pay Additional Amounts does not apply to (1) any Taxes
that would not have been so imposed but for the existence of any present or
former connection between the relevant Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of power over the relevant
Holder, if the relevant Holder is an estate, nominee, trust or corporation) and
the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or
the ownership or holding outside of the Surviving Person’s country of
incorporation of such Security); or (2) any estate, inheritance, gift, sales,
excise, transfer, personal property tax or similar tax, assessment or
governmental charge; nor shall the Surviving Person be required to pay
Additional Amounts (a) if the payment could have been made without such
deduction or withholding if the beneficiary of the payment had presented the
Security for payment within 30 days after the date on which such payment or such
Security became due and payable or the date on which payment thereof is duly
provided for, whichever is later (except to the extent that the Holder would
have been entitled to Additional Amounts had the Security been presented on the
last day of such 30-day period), or (b) with respect to any payment of principal
of (or premium, if any, on) or interest on such Security to any Holder who is a
fiduciary or partnership or any person other than the sole beneficial owner of
such payment, to the extent that a beneficiary or settlor with respect to such
fiduciary, a member of such a partnership or the beneficial owner of such
payment would not have been entitled to the Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the actual Holder of such
Security.

     

    Upon
request, the Surviving Person shall provide the Trustee with official receipts
or other documentation satisfactory to the Trustee evidencing the payment of the
Taxes with respect to which Additional Amounts are paid.

     

    Whenever
in this Indenture, a Board Resolution, a supplemental indenture hereto or an
Officers’ Certificate, or in any Security there is mentioned, in any context:
(1) the payment of principal; (2) purchase prices in connection with a
purchase of Securities; (3) interest; or (4) any other amount payable
on or with respect to any of the Securities, such reference shall be deemed to
include payment of Additional Amounts provided for in this Section 4.07 to
the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.

     

    The
obligations described under this Section 4.07 shall survive any
termination, defeasance or discharge of this Indenture and shall apply mutatis
mutandis to any jurisdiction in which any successor Person to the Company or any
Surviving Person is organized or any political subdivision or taxing authority
or agency thereof or therein.

     

     

     

    
      
        
        

      

      
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    ARTICLE FIVE

     

    SUCCESSOR
COMPANIES

     

    
SECTION
5.01. Merger, Consolidation or Sale of
Assets.  Unless otherwise provided for a particular Series of
Securities by a Board Resolution, a supplemental indenture or an Officers’
Certificate, the Company shall not merge, consolidate or amalgamate with or into
any other Person (other than a merger of a wholly owned Subsidiary of the
Company into the Company) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all of its Property in one transaction or series
of related transactions unless:

     

    (a) the
surviving Person (the “Surviving Person”)
(if other than the Company) or the Person to which such sale, transfer,
assignment, lease, conveyance or disposition is made expressly assumes, by
supplemental indenture in form satisfactory to the Trustee, executed and
delivered to the Trustee by such Person, the due and punctual payment of the
principal of, and premium, if any, and interest on, all the Securities of all
Series outstanding, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
to be performed by the Company;

     

    (b) in the
case of a sale, transfer, assignment, lease, conveyance or other disposition of
all or substantially all the Property of the Company, such Property shall have
been transferred as an entirety or virtually as an entirety to one Person and/or
such Person’s Subsidiaries;

     

    (c) immediately
before and immediately after giving effect to such transaction or series of
related transactions, no Default or Event of Default shall have occurred and be
continuing; and

     

    (d) the
Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, an Officers’ Certificate and
an Opinion of Counsel, each stating that such transaction and the supplemental
indenture, if any, in respect thereto comply with this Section 5.01 and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

     

    For
purposes of this Section 5.01, the sale, transfer, assignment, lease,
conveyance or other disposition of all the Property of one or more Subsidiaries
of the Company, which Property, if held by the Company instead of such
Subsidiaries, would constitute all or substantially all the Property of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all the Property of the Company.

     

    
SECTION
5.02. Surviving Person
Substituted.  (a)  In case of any such consolidation,
amalgamation, merger, sale, conveyance, assignment, transfer, lease or other
disposition and upon the assumption by the successor entity, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the due and punctual payment of the principal of, premium, if any,
and interest on all of the Securities of all series outstanding and the due and
punctual performance of all of the covenants and conditions of this Indenture or
established with respect to each series of the Securities pursuant to
Section 2.02 hereof to be performed by the Company with respect to each
series, such successor entity 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 it had been named as the Company herein, and thereupon the
predecessor entity shall be relieved of all obligations and covenants under this
Indenture and the Securities.

     

     

     

    
      
        
        

      

      
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    (b) In case
of any such consolidation, amalgamation, merger, sale, conveyance, assignment,
transfer, lease or other disposition such changes in phraseology and form (but
not in substance) may be made in the Securities thereafter to be issued as may
be appropriate.

     

    (c) Nothing
contained in this Indenture or in any of the Securities shall prevent the
Company from merging into itself or acquiring by purchase or otherwise all or
any part of the Property of any other Person (whether or not affiliated with the
Company).

     

     

    ARTICLE SIX

     

    DEFAULTS AND
REMEDIES

     

    
SECTION
6.01. Events of Default.  Unless otherwise
indicated for a particular Series of Securities by a Board Resolution, a
supplemental indenture hereto, or an Officers’ Certificate, each of the
following constitutes an “Event of Default”
with respect to each Series of Securities:

     

    (1) default
in the payment of the principal or redemption price with respect to any Security
of such Series when such amount becomes due and payable;

     

    (2) default
in the payment of interest (including additional interest, if any) when due on
the Securities of such Series within 30 days of when such amount becomes due and
payable;

     

    (3) the
Company fails to comply with any of its covenants or agreements in the
Securities of such Series or this Indenture (other than a failure that is
subject to the foregoing clauses (1) or (2)) and such failure continues for
60 days after the notice specified below;

     

    (4) Debt of
the Company or any Subsidiary of the Company is not paid within any applicable
grace period after final maturity or is accelerated by the holders thereof
because of a default and the total amount of such Debt unpaid or accelerated
exceeds $25.0 million or its foreign currency equivalent at the time
without such Debt having been discharged or acceleration having been rescinded
or annulled within 10 days after receipt by the Company of notice of the default
by the Trustee or Holders of not less than 25% in aggregate principal amount of
the Securities of such Series then outstanding;

     

     

     

    
      
        
        

      

      
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    (5) the
Company or any Significant Subsidiary of the Company pursuant to or within the
meaning of any Bankruptcy Law:

     

    (A) commences
a voluntary case;

     

    (B) consents
to the entry of an order for relief against it in an involuntary
case;

     

    (C) consents
to the appointment of a Custodian of it or for any substantial part of its
Property; or

     

    (D) makes a
general assignment for the benefit of its creditors;

     

    or takes
any comparable action under any foreign laws relating to
insolvency;

     

    (6) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:

     

    (A) is for
relief against the Company or any Significant Subsidiary of the Company in an
involuntary case;

     

    (B) appoints
a Custodian of the Company or any Significant Subsidiary of the Company or for
any substantial part of its Property; or

     

    (C) orders
the winding up or liquidation of the Company or any Significant Subsidiary of
the Company;

     

    or any
similar relief is granted under any foreign laws and the order or decree remains
unstayed and in effect for 60 days; or

     

    (7) any
judgment or judgments for the payment of money (to the extent not insured by a
reputable and creditworthy issuer that has not contested coverage with respect
to the underlying claim) in an aggregate amount in excess of $25.0 million
or its foreign currency equivalent at the time is entered against the Company or
any Subsidiary of the Company and that shall not be waived, satisfied or
discharged for any period of 60 consecutive days during which a stay of
enforcement shall not be in effect.

     

    The
foregoing will constitute Events of Default whatever the reason for any such
Event of Default and whether it is voluntary or involuntary or is effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental
body.

     

    The term
“Custodian”
means, for the purposes of this Article Six, any receiver, trustee,
assignee, liquidator, custodian or similar official under any Bankruptcy
Law.

     

    A Default
under clause (3) is not an Event of Default until the Trustee or the
Holders of at least 25% in principal amount of the outstanding Securities notify
the Company of the Default and the Company does not cure such Default within the
time specified after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice of
Default.”

     

     

     

    
      
        
        

      

      
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    The
Company shall deliver to the Trustee, within 30 days after the occurrence
thereof, written notice in the form of an Officers’ Certificate of any Event of
Default and any event which with the giving of notice or the lapse of time would
become an Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

     

    
SECTION
6.02. Acceleration.  (a)  If an Event
of Default with respect to any Series of Securities at the time outstanding
(other than an Event of Default specified in Section 6.01(5) or (6) hereof
with respect to the Company) occurs and is continuing, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the outstanding
Securities of that Series by notice to the Company in writing (and to the
Trustee, if given by Holders of such Securities of such Series), may declare the
principal amount of (or, in the case of Original Issue Discount Securities of
that Series, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest on all the Securities of that
Series to be due and payable. Upon such a declaration, such amounts shall be due
and payable immediately. If an Event of Default specified in
Section 6.01(5) or (6) hereof with respect to the Company occurs, the
principal amount of (or, in the case of Original Issue Discount Securities of
that Series, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest on all the Securities of each
Series of Security shall ipso
facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.

     

    (b) At any
time after the principal of the Securities of any Series of Securities shall
have been so declared due and payable (or have become immediately due and
payable), and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Holders of a
majority in principal amount of the Securities of that Series then outstanding
hereunder, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences, and waive such Event of Default,
if:  (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that Series and the principal of (and premium, if any, on) any and all
Securities of that Series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to the
extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that Series to the date of such payment or deposit) and the amount payable to
the Trustee pursuant to Section 7.07 hereof, and (ii) any and all
Events of Default under the Indenture with respect to such Series of Securities,
other than the nonpayment of principal (or, in the case of Original Issue
Discount Securities of that Series, the portion thereby specified in the terms
of such Security) on Securities of that Series that shall not have become due by
their terms, shall have been remedied or waived as provided in Section 6.04
hereof. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

     

    
SECTION
6.03. Other
Remedies.  If an Event of Default with respect to any
Series of Securities occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of the principal amount of (or, in the
case of Original Issue Discount Securities of that Series, the portion thereby
specified in the terms of such Security), premium, if any, and accrued and
unpaid interest on the Securities of that Series or to enforce the performance
of any provision of the Securities of that Series or this
Indenture.

     

     

     

    
      
        
        

      

      
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    The
Trustee may institute and maintain a suit or legal proceeding even if it does
not possess any of the Securities of a Series or does not produce any of them in
the proceeding. A delay or omission by the Trustee or any Holder in exercising
any right or remedy accruing upon an Event of Default with respect to any Series
of Securities shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

     

    
SECTION
6.04. Waiver of Past Defaults.  The Holders of
a majority in principal amount of the Securities of any Series by notice to the
Trustee may waive an existing Default and its consequences except (i) a
Default in the payment of the principal amount of (or, in the case of Original
Issue Discount Securities of that Series, the portion thereby specified in the
terms of such Security), premium, if any, and accrued and unpaid interest on a
Security of that Series, or (ii) a Default in respect of a provision that
pursuant to Section 9.02 hereof cannot be amended without the consent of
each Holder of that Series affected. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right.

     

    
SECTION
6.05. Control by Majority.  The Holders of a
majority in principal amount of the outstanding Securities of any Series may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee with respect to that Series. However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture or, subject to
Section 7.01 hereof, that the Trustee determines is unduly prejudicial to
the rights of any other Holder of that Series or that would subject the Trustee
to personal liability; provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action hereunder, the
Trustee shall be entitled to indemnity satisfactory to it against all losses and
expenses caused by taking or not taking such action.

     

    
SECTION
6.06. Limitation on Suits.  Except to enforce
the right to receive payment of the principal amount of (or, in the case of
Original Issue Discount Securities, the portion thereby specified in the terms
of such Security), premium, if any, and accrued and unpaid interest on a
Security of any Series when due, no Holder of a Security of that Series may
pursue any remedy with respect to this Indenture or the Securities of that
Series unless:

     

    (i) the
Holder previously gave the Trustee written notice stating that an Event of
Default with respect to that Series is continuing;

     

     

     

    
      
        
        

      

      
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    (ii) the
Holders of at least 25% in aggregate principal amount of the outstanding
Securities of that Series make a written request to the Trustee to pursue the
remedy;

     

    (iii) such
Holder or Holders of that Series offer to the Trustee indemnity satisfactory to
it to the Trustee against any loss, liability or expense;

     

    (iv) the
Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and

     

    (v) the
Holders of a majority in aggregate principal amount of the outstanding
Securities of that Series do not give the Trustee a direction inconsistent with
the request during such 60-day period.

     

    A Holder
of Securities of any Series may not use this Indenture to prejudice the rights
of another Holder of that Series or to obtain a preference or priority over
another Holder of that Series (it being understood that the Trustee does not
have an affirmative duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders).

     

    
SECTION
6.07. Rights of Holders to Receive
Payment.  Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of the principal amount of
(or, in the case of Original Issue Discount Securities, the portion thereby
specified in the terms of such Security), premium, if any, and accrued and
unpaid interest on the Securities held by such Holder, on or after their
Maturity, or to bring suit for the enforcement of any such payment on or after
their Maturity, shall not be impaired or affected without the consent of such
Holder.

     

    
SECTION
6.08. Collection Suit by Trustee.  If an Event
of Default specified in Section 6.01(1) or (2) hereof occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount then due and owing
(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 7.07 hereof.

     

    
SECTION
6.09. Trustee May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceedings relative to the Company, its
creditors or its Property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee pursuant to Section 7.07 hereof.

     

     

     

    
      
        
        

      

      
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SECTION
6.10. Priorities.  If the Trustee collects any
money or Property pursuant to this Article Six with respect to any Series
of Securities, it shall pay out the money or Property in the following
order:

     

    FIRST:  to
the Trustee for amounts due pursuant to Section 7.07 hereof;

     

    SECOND:  to
Holders for amounts due and unpaid on the Securities of that Series for the
principal amount of (or, in the case of Original Issue Discount Securities of
that Series, the portion thereby specified in the terms of such Security),
premium, if any, and accrued and unpaid interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities
of that Series for the principal amount of (or, in the case of Original Issue
Discount Securities of that Series, the portion thereby specified in the terms
of such Security), premium, if any, and accrued and unpaid interest,
respectively; and

     

    THIRD:  to
the Company.

     

    The
Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section. At least 15 days before such record date, the Trustee
shall mail to each Holder and the Company a notice that states the record date,
the payment date and amount to be paid.

     

    
SECTION
6.11. Undertaking for Costs.  In any suit for
the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in
its discretion may require the filing, by any party litigant in the suit, of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07 hereof or a suit by Holders of more than 10% in principal
amount of the then outstanding Securities of any Series.

     

    
SECTION
6.12. Waiver of Stay or Extension Laws.  The
Company (to the extent it may lawfully do so) shall at any time insist upon,
plead, or in any manner whatsoever claim to 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 shall not hinder, delay or impede
the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been
enacted.

     

     

     

    
      
        
        

      

      
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    ARTICLE SEVEN

     

    TRUSTEE

     

    
SECTION
7.01. Duties of Trustee.  (a)  If an
Event of Default has occurred and is continuing with respect to any Series of
Securities, the Trustee shall exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in its exercise thereof
as a prudent Person would exercise or use under the circumstances in the conduct
of such Person’s own affairs.

     

    (b) Except
during the continuance of an Event of Default with respect to any Series of
Securities:

     

    (1) the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture with respect to the Securities of that
Series, as modified or supplemented by a Board Resolution, a supplemental
indenture hereto or an Officers’ Certificate and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and

     

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

     

    (c) The
Trustee may not be relieved from liability for its own grossly negligent action,
its own negligent failure to act or its own willful misconduct, except
that:

     

    (1) this
paragraph does not limit the effect of paragraph (b) of this
Section;

     

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

     

    (3) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to
Section 6.05 hereof.

     

    (d) Every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b) and (c) of this Section.

     

    (e) The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Company.

     

     

    
      
        
        

      

      
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    (f) Money
held in trust by the Trustee need not be segregated from funds except to the
extent required by law.

     

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

     

    (h) 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 and to the provisions of the TIA.

     

    
SECTION
7.02. Rights of Trustee.  (a)  The
Trustee may conclusively rely on any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document.

     

    (b) Before
the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on the Officers’
Certificate or Opinion of Counsel.

     

    (c) The
Trustee may act through agents or attorneys and shall not be responsible for the
misconduct or negligence of any agent or attorney appointed with due
care.

     

    (d) The
Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided, however, that the
Trustee’s conduct does not constitute willful misconduct or gross
negligence.

     

    (e) The
Trustee may consult with counsel of its choice, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such
counsel.

     

    (f) Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company.

     

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

     

     

     

    
      
        
        

      

      
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    (h) 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 employed to act hereunder.

     

    (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 shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

     

    (k) The
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture.

     

    (l) In no
event shall the Trustee be responsible or liable for special, indirect, 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 of the
likelihood of such loss or damage and regardless of the form of
action.

     

    (m) 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.

     

    
SECTION
7.03. Individual Rights of Trustee.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11 hereof.

     

    
SECTION
7.04. Trustee’s Disclaimer.  The Trustee shall
not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company’s use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company in this Indenture, in the
Securities, or in any document executed in connection with the sale of the
Securities, other than those set forth in the Trustee’s certificate of
authentication.

     

     

    
      
        
        

      

      
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SECTION
7.05. Notice of Defaults.  If a Default with
respect to Securities of any Series occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to each Holder of that Series notice of the Default within 90 days after it
occurs. 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 Holders.

     

    
SECTION
7.06. Reports by Trustee to Holder.  Unless
otherwise specified in the applicable Board Resolution, supplemental indenture
hereto or Officers’ Certificate, commencing
[                 ],
2010 and as promptly as practicable after each subsequent
[                 ],
for so long as Securities remain outstanding, the Trustee shall mail to each
Holder a brief report dated as of such reporting date that complies with
§ 313(a) of the TIA. The Trustee shall also comply with § 313(b) of
the TIA.

     

    A copy of
each report at the time of its mailing to Holders shall be filed with the SEC
and each stock exchange (if any) on which the Securities are listed. The Company
agrees to notify promptly the Trustee in writing whenever the Securities become
listed on any stock exchange and of any delisting thereof.

     

    
SECTION
7.07. Compensation and Indemnity.  The Company
shall pay to the Trustee from time to time such compensation for its services as
the Company and the Trustee shall from time to time agree in writing. The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee’s agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability or expense (including reasonable attorneys’ fees and expenses)
incurred by or in connection with the administration of this trust and the
performance of its duties hereunder. The Trustee shall notify the Company of any
claim for which it may seek indemnity promptly upon obtaining actual knowledge
thereof; provided, however, that any
failure so to notify the Company shall not relieve the Company of its indemnity
obligations hereunder. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by an indemnified party through
such party’s own willful misconduct, negligence or bad faith.

     

    To secure
the Company’s payment obligations in this Section 7.07, the Trustee shall
have a lien prior to the Securities on all money or Property held or collected
by the Trustee other than money or Property held in trust to pay the principal
of and interest and any additional payments on particular
Securities.

     

    The
Company’s payment obligations pursuant to this Section 7.07 shall survive
the satisfaction or discharge of this Indenture or the resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(5) or (6) hereof with respect to the Company, the
expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

     

     

     

     

    
      
        
        

      

      
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SECTION
7.08. Replacement of Trustee.  The Trustee may
resign at any time with respect to the Securities of any Series by so notifying
the Company. The Holders of a majority in principal amount of the Securities of
any Series may remove the Trustee and may appoint a successor Trustee with
respect to such Series of Securities. The Company shall remove the Trustee
if:

     

    (a) the
Trustee fails to comply with Section 7.10 hereof;

     

    (b) the
Trustee is adjudged bankrupt or insolvent;

     

    (c) a
receiver or other public officer takes charge of the Trustee or its Property;
or

     

    (d) the
Trustee otherwise becomes incapable of acting.

     

    If the
Trustee resigns, is removed by the Company or by the Holders of a majority in
principal amount of the Securities of any Series and such Holders do not
reasonably promptly appoint a successor Trustee or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

     

    A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have
all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders of that
Series of Securities. The retiring Trustee shall promptly transfer all Property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07 hereof.

     

    If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee or the Holders of 10% in principal
amount of the Securities of that Series may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
Trustee.

     

    If the
Trustee fails to comply with Section 7.10 hereof, any Holder of that Series
of Securities may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

     

    Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s
obligations pursuant to Section 7.07 hereof shall continue for the benefit
of the retiring Trustee.

     

    
SECTION
7.09. Successor Trustee by Merger.  If the
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.

     

     

     

    
      
        
        

      

      
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    In case
at the time such successor or successors by merger, conversion or consolidation
to the Trustee shall succeed to the trusts created by this Indenture any of the
Securities shall have been authenticated but not delivered, any such successor
to the Trustee may adopt the certificate of authentication of any predecessor
trustee, and deliver such Securities so authenticated; and if at that time any
of the Securities shall not have been authenticated, any such successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities or in this Indenture provided that the certificate of the Trustee
shall have.

     

    
SECTION
7.10. Eligibility; Disqualification.  The
Trustee shall at all times satisfy the requirements of TIA § 310(a). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee shall
comply with TIA § 310(b); provided, however, that there
shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are
met.

     

    
SECTION
7.11. Preferential Collection of Claims Against
Company.  The Trustee shall comply with TIA § 311(a),
excluding any creditor relationship listed in TIA § 311(b). A Trustee who
has resigned or has been removed shall be subject to TIA § 311(a) to the
extent indicated.

     

     

    ARTICLE EIGHT

     

    LEGAL DEFEASANCE, COVENANT
DEFEASANCE AND SATISFACTION AND DISCHARGE

     

    
SECTION
8.01. Option to Effect Legal Defeasance or Covenant
Defeasance.  The Company may, at the option of its Board of
Directors evidenced by a resolution set forth in an Officers’ Certificate, at
any time, elect to have either Section 8.02 or 8.03 hereof be applied to
all outstanding Securities of any Series upon compliance with the conditions set
forth below in this Article Eight.

     

     

     

     

    
      
        
        

      

      
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SECTION
8.02. Legal Defeasance and Discharge.  Upon the
Company’s exercise pursuant to Section 8.01 hereof of the option applicable
to this Section 8.02, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Securities of
that Series on the date the conditions set forth below are satisfied
(hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Debt represented by the
outstanding Securities, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Securities and this Indenture (and the Trustee, on demand
of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

       

    

    (a) the
Company’s obligations with respect to such Securities of that Series under
Article Two;

     

    (b) the
Company’s agreements set forth in Sections 5.01 and 5.02 hereof;

     

    (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith under Article Two and Article
Seven (including, but not limited to, the rights of the Trustee and the duties
of the Company pursuant to Section 7.07 hereof, which shall survive despite the
satisfaction in full of all obligations hereunder); and

     

    (d) this
Article Eight.

     

    Subject
to compliance with this Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its option pursuant
to Section 8.03 hereof.

     

    
SECTION
8.03. Covenant Defeasance.  Upon the Company’s
exercise pursuant to Section 8.01 hereof of the option applicable to this
Section 8.03 with respect to any Series of Securities, the Company shall,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under any covenants made applicable to
the Series of Securities which are subject to defeasance under the terms of a
Board Resolution, a supplemental indenture hereto or an Officers’ Certificate
with respect to the outstanding Securities of that Series on and after the date
the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
“Covenant
Defeasance”), and the Securities of that Series shall thereafter be
deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences thereof) in connection with
such covenants, but shall continue to be deemed “outstanding” for all other
purposes hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities of that Series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default pursuant to Section 6.01 hereof, but, except
as specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby. In addition, upon the Company’s exercise pursuant to
Section 8.01 hereof of the option applicable to this Section 8.03
hereof with respect to any Series of Securities, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, Section 6.01(3)
hereof (solely with respect to the covenants described in Section 4.02 hereof)
shall not constitute an Event of Default with respect to such
Securities.

     

     

     

     

    
      
        
        

      

      
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SECTION
8.04. Conditions to Legal or Covenant
Defeasance.  The following shall be the conditions to the
application of either Section 8.02 or 8.03 hereof to the outstanding
Securities:

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance with respect to any
Series of Securities:

     

    (1) the
Company must irrevocably deposit in trust with the Trustee money or U.S.
Government Obligations or a combination thereof for the payment of principal of
and interest on the Securities of such Series to the Stated Maturity or
redemption, as the case may be;

     

    (2) the
Company shall have delivered to the Trustee a certificate from a nationally
recognized firm of independent registered public accountants expressing their
opinion that the payments of principal and interest when due on the deposited
U.S. Government Obligations plus any deposited money without investment will
provide cash at such times and in such amounts as will be sufficient to pay
principal and interest when due on all the Securities of such Series to the
Stated Maturity or redemption, as the case may be;

     

    (3) 123 days
pass after the deposit is made and during the 123-day period no Default
specified in Section 6.01(5) or (6) hereof with respect to the Company occurs
that is continuing at the end of the period;

     

    (4) no
Default or Event of Default with respect to that Series of Securities shall have
occurred and be continuing on the date of such deposit (other than a Default or
Event of Default with respect to that Series of Securities resulting from the
borrowing of funds to be applied to such deposit);

     

    (5) such
deposit does not constitute a default under any other agreement binding on the
Company;

     

    (6) the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the trust resulting from the deposit does not require registration under
the Investment Company Act of 1940, as amended;

     

    (7) in the
case of Legal Defeasance, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (i) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling, or (ii) since the date
of this Indenture there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of such Series of Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance and will be subject to Federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such
defeasance had not occurred;

     

    (8) in the
case of the Covenant Defeasance, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of such Series of
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such covenant defeasance had not occurred;
and

     

     

     

    
      
        
        

      

      
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    (9) the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Securities as contemplated by this Article Eight have been
complied with.

     

    
SECTION
8.05. Deposited Money and U.S. Government Obligations to be Held
in Trust; Other Miscellaneous Provisions.  Subject to
Section 8.06 hereof, all money and noncallable U.S. Government Obligations
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 hereof in respect of the outstanding Securities of
the Series shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or noncallable U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities of that Series.

     

    Anything
in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the request of the Company any
money or noncallable U.S. Government Obligations held by it as provided in
Section 8.04 hereof which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered pursuant to
Section 8.04(2) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

     

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

     

     

     

    
      
        
        

      

      
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SECTION
8.07. Reinstatement.  If the Trustee or Paying
Agent is unable to apply any Dollars or noncallable U.S. Government Obligations
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company’s obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02
or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.02 or 8.03 hereof, as the
case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent.

     

    
SECTION
8.08. Satisfaction and Discharge of
Indenture.  If at any time:  (a) the Company
shall have delivered to the Trustee for cancellation all Securities of a Series
theretofore authenticated (other than any Securities that shall have been
destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.09 hereof and Securities for whose payment money and/or U.S.
Government Obligations have theretofore been deposited in trust or segregated
and held in trust by the Company and thereupon repaid to the Company or
discharged from such trust, as provided in Section 8.06 hereof); or
(b) all such Securities of a particular Series not theretofore delivered to
the Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company must irrevocably deposit
with the Trustee, in trust, for the benefit of the Holders of that Series of
Securities, cash in United States Dollars, noncallable U.S. Government
Obligations, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay at maturity or upon redemption all Securities of that Series not
theretofore delivered to the Trustee for cancellation, including principal of,
premium, if any, and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder with respect to such Series
by the Company, and shall have delivered to the Trustee an Opinion of Counsel
and an Officers’ Certificate, each stating that all conditions precedent
relating to the satisfaction and discharge of this Indenture with respect to
such Series have been complied with, then this Indenture shall thereupon cease
to be of further effect with respect to such Series except for:

     

    (i)
(a) the Company’s obligations with respect to such Securities of that
Series under Article Two;

     

    (b) the
Company’s agreements set forth in Sections 5.01 and 5.02 hereof;

     

     

     

    
      
        
        

      

      
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    (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith (including, but not limited to,
the rights of the Trustee and the duties of the Company pursuant to Section 7.07
hereof, which shall survive despite the satisfaction in full of all obligations
hereunder); and

     

    (d) this
Article Eight,

     

    each of
which shall survive until the Securities of such Series have been paid in full
(thereafter, the Company’s obligations in Section 7.07 hereof only shall
survive).

     

    Upon the
Company’s exercise of this Section 8.08, the Trustee, on demand of the Company
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
such Series of Securities.

     

     

     

    ARTICLE NINE

     

    AMENDMENTS

     

    
SECTION
9.01. Without Consent of Holders.  The Company
and the Trustee may amend or supplement this Indenture or the Securities without
the consent of any Holder:

     

    (1) to
evidence the succession of another Person to the Company pursuant to
Article Five and the assumption by such successor of the Company’s covenants,
agreements and obligations in this Indenture and in the Securities;

     

    (2) to
provide for the issuance of additional Securities in accordance with the
limitations set forth herein;

     

    (3) to
surrender any right or power conferred upon the Company by this Indenture, to
add to the covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the Holders of all or any Series
of Securities as the Board of Directors of the Company shall consider to be for
the protection of the Holders of such Securities, and to make the occurrence, or
the occurrence and continuance, of a default in respect of any such additional
covenants, restrictions, conditions or provisions a Default or an Event of
Default under this Indenture; provided, however, that with
respect to any such additional covenant, restriction, condition or provision,
such amendment may provide for a period of grace after default, which may be
shorter or longer than that allowed in the case of other Defaults, may provide
for an immediate enforcement upon such Default, may limit the remedies available
to the Trustee upon such Default or may limit the right of Holders of a majority
in aggregate principal amount of the Securities of any Series to waive such
default;

     

     

     

    
      
        
        

      

      
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    (4) to cure
any ambiguity or correct or supplement any provision contained in this
Indenture, in any supplemental indenture or in any Securities that may be
defective or inconsistent with any other provision contained
therein;

     

    (5) to
convey, transfer, assign, mortgage or pledge any Property to or with the
Trustee, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not adversely affect the interests of any
Holders of Securities of any Series;

     

    (6) to modify
or amend this Indenture in such a manner as to permit the qualification of this
Indenture or any supplemental indenture hereto under the TIA as then in
effect;

     

    (7) to add or
to change any of the provisions of this Indenture to provide that Securities in
bearer form may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal or premium with respect to Securities
in registered form or of principal, premium or interest with respect to
Securities in bearer form, or to permit Securities in registered form to be
exchanged for Securities in bearer form, so as to not adversely affect the
interests of the Holders or any coupons of any Series in any material respect or
permit or facilitate the issuance of Securities of any Series in uncertificated
form;

     

    (8) to secure
the Securities;

     

    (9) to make
any change that does not adversely affect the rights of any Holder;

     

    (10) to add
to, change, or eliminate any of the provisions of this Indenture with respect to
one or more Series of Securities, so long as any such addition, change or
elimination not otherwise permitted under this Indenture shall (A) neither
apply to any Security of any Series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision nor modify
the rights of the Holders of any such Security with respect to the benefit of
such provision or (B) become effective only when there is no such Security
outstanding;

     

    (11) to
evidence and provide for the acceptance of appointment by a successor or
separate Trustee with respect to the Securities of one or more Series and to add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of this Indenture by more than one
Trustee; or

     

    (12) to
establish the form or terms of Securities and coupons of any Series pursuant to
Article Two hereof.

     

     

     

    
      
        
        

      

      
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SECTION
9.02. With Consent of Holders.  The Company and
the Trustee may amend this Indenture or the Securities of any Series without
notice to any Holder but with the written consent of the Holders of at least a
majority in principal amount of the Securities of each Series then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for the Securities) affected by such amendment. However, without the consent of
each Holder affected, an amendment may not:

    

     

    (1) reduce
the principal amount of Securities whose Holders must consent to an amendment,
modification, supplement or waiver;

     

    (2) reduce
the rate of or extend the time for payment of interest on any
Security;

     

    (3) reduce
the principal of or change the Stated Maturity of any Security;

     

    (4) reduce
the amount payable upon the redemption of any Security or add redemption
provisions to any Security;

     

    (5) make any
Security payable in money other than that stated in this Indenture or the
Security; or

     

    (6) make any
change in Sections 4.07, 6.04 or 6.07 hereof or in the foregoing amendment
and waiver provisions.

     

    It shall
not be necessary for the consent of the Holders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if
such consent approves the substance thereof. After an amendment under this
Section becomes effective, the Company shall mail to all affected Holders a
notice briefly describing such amendment. The failure to give such notice to all
such Holders, or any defect therein, shall not impair or affect the validity of
an amendment under this Section.

     

    
SECTION
9.03. Compliance with Trust Indenture
Act.  Every amendment or supplement to this Indenture or the
Securities shall comply with the TIA as then in effect.

     

    
SECTION
9.04. Revocation and Effect of Consents and
Waivers.  A consent to an amendment or a waiver by a Holder of
a Security shall bind the Holder and every subsequent Holder of that Security or
portion of the Security that evidences the same debt as the consenting Holder’s
Security, even if notation of the consent or waiver is not made on the Security.
However, any such Holder or subsequent Holder may revoke the consent or waiver
as to such Holder’s Security or portion of the Security if the Trustee receives
the notice of revocation before the date the amendment or waiver becomes
effective. After an amendment or waiver becomes effective, it shall bind every
Holder. An amendment or waiver becomes effective once both (i) the
requisite number of consents have been received by the Company or the Trustee
and (ii) such amendment or waiver has been executed by the Company and the
Trustee.

     

    The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this Indenture.
If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action,
whether or not such Persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 120 days after such
record date.

     

     

     

    
      
        
        

      

      
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SECTION
9.05. Notation on or Exchange of
Securities.  If an amendment changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Security regarding the
changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment.

     

    
SECTION
9.06. Trustee to Sign Amendments.  The Trustee
shall sign any amendment authorized pursuant to this Article Nine if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may but need not sign it. In
signing such amendment the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive, and (subject to Section 7.02
hereof) shall be fully protected in relying upon, an Officers’ Certificate and
an Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.

     

    

SECTION
9.07. Payment
for Consent.  Neither the Company nor any Affiliate of the
Company shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders, ratably, that so consent, waive or agree to
amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.

     

     

    ARTICLE TEN

     

    MISCELLANEOUS

     

    
SECTION
10.01. Trust Indenture Act Controls.  If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

     

    
      
SECTION
10.02. Notices.  Any notice or communication
shall be in writing and delivered in person or mailed by first-class mail
addressed as follows:

       

      If to the
Company:

       

      DHT
Holdings, Inc.

      26 New
Street

      St
Helier, Jersey JE2 3RA

      Channel
Islands

       

      If to the
Trustee:

       

      [                                 ]

       

      Attn:  [                                         ]

      Telecopy:  [                                 ]

    

     

     

    
      
        
        

      

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

     

    Any
notice or communication mailed to a Holder shall be mailed to the Holder at the
Holder’s address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time
prescribed.

     

    Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     

    
SECTION
10.03. Communication by Holders with Other
Holders.  Holders may communicate pursuant to TIA § 312(b)
with other Holders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA § 312(c).

     

    
SECTION
10.04. Certificate and Opinion as to Conditions
Precedent.  Upon any request or application by the Company to
the Trustee to take or refrain from taking any action under this Indenture, the
Company shall furnish to the Trustee:

     

    (1) an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with; and

     

    (2) an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have
been complied with.

     

    
SECTION
10.05. Statements Required in Certificate or
Opinion.  Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall
include:

     

    (1) a
statement that the individual making such certificate or opinion has read such
covenant or condition;

     

     

     

    
      
        
        

      

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

     

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

     

    (4) a
statement as to whether or not, in the opinion of such individual, such covenant
or condition has been complied with.

     

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

     

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

     

    (c) The
ownership of bearer securities may be proved by the production of such bearer
securities or by a certificate executed by any trust company, bank, banker or
other depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the bearer
securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such bearer securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any bearer security continues until
(i) another such certificate or affidavit bearing a later date issued in
respect of the same bearer security is produced, (ii) such bearer security
is produced to the Trustee by some other Person, (iii) such bearer security
is surrendered in exchange for a registered security or (iv) such bearer
security is no longer outstanding. The ownership of bearer securities may also
be proved in any other manner which the Trustee deems sufficient.

     

     

     

    
      
        
        

      

      
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    (d) The
ownership of registered securities shall be proved by the register maintained by
the Registrar.

     

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

     

    (f) If the
Company shall solicit from the Holders any request, demand, authorization,
direction, notice, consent, waiver or other Act, the Company may, at its option,
by or pursuant to a Board Resolution, fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other 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, 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 such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the outstanding Securities shall be computed as of such record date;
provided that
no such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record
date.

     

    (g) The
Depositary, as a Holder, may appoint agents and otherwise authorize Participants
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under the
Indenture.

     

    
SECTION
10.07. Rules by Trustee, Paying Agent and
Registrar.  The Trustee may make reasonable rules for action by
or a meeting of Holders. The Registrar and the Paying Agent may make reasonable
rules for their functions.

     

    
SECTION
10.08. Legal Holidays.  A “Legal Holiday” is a
Saturday, Sunday or other day on which banking institutions in New York State
are authorized or required by law to close. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a record
date is a Legal Holiday, the record date shall not be affected.

     

    
SECTION
10.09. Governing Law.  THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     

     

     

    
      
        
        

      

      
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        Table of Contents

      

    

     

     

    
SECTION
10.10. No
Recourse Against Others.  A director, officer, employee or
shareholder, as such, of any Company shall not have any liability for any
obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder shall waive and release all such
liability. This waiver and release shall be part of the consideration for the
issuance of the Securities.

     

    SECTION 10.11. Successors.  All
agreements of the Company in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

     

    
SECTION
10.12. Multiple Originals.  The parties may
sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed copy
of the Indenture is enough to prove this Indenture.

     

    
SECTION
10.13. Table of Contents; Headings.  The table
of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.

     

    
SECTION
10.14. Severability.  If any provision in this
Indenture is deemed unenforceable, it shall not affect the validity or
enforceability of any other provision set forth herein, or of the Indenture as a
whole.

     

     

     

    
      
        
        

      

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

     

     

     

    
      
        	 	DHT
      HOLDINGS, INC.,	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	 	 	 
	 	[                                                  
      ],	 
	 	as
      Trustee	 


      


      
        	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

     

     

     49