Form of Subordinated Indenture



 EXHIBIT 4.5 
  

  
 FORM OF SUBORDINATED
INDENTURE 
  
 INERGY, L.P. and INERGY FINANCE CORP. 
 Issuers 
  
 and 
  
 U.S.
BANK NATIONAL ASSOCIATION 
 Trustee 
  
 INDENTURE 
  
 Dated as of                     , 2004 
  
 SUBORDINATED DEBT SECURITIES 
  

  









 INERGY, L.P. 
 INERGY FINANCE CORP. 
  
 CERTAIN
SECTIONS OF THIS INDENTURE RELATING TO 
 SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE 
 TRUST INDENTURE ACT OF 1939: 
  

					
	 	  	 Trust Indenture Act Section

	  	 Indenture Section


	 Section 310
	  	(a)(1)	  	609
	 	  	(a)(2)	  	609
	 	  	(a)(3)	  	Not Applicable
	 	  	(a)(4)	  	Not Applicable
	 	  	(b)	  	608; 610
	 Section 311
	  	(a)	  	613
	 	  	(b)	  	613
	 Section 312
	  	(a)	  	701; 702
	 	  	(b)	  	702
	 	  	(c)	  	702
	 Section 313
	  	(a)	  	703
	 	  	(b)	  	703
	 	  	(c)	  	703
	 	  	(d)	  	703
	 Section 314
	  	(a)	  	704
	 	  	(a)(4)	  	704; 1004
	 	  	(b)	  	Not Applicable
	 	  	(c)(1)	  	101
	 	  	(c)(2)	  	101;102
	 	  	(c)(3)	  	Not Applicable
	 	  	(d)	  	Not Applicable
	 	  	(e)	  	102
	 Section 315
	  	(a)	  	601
	 	  	(b)	  	602
	 	  	(c)	  	601
	 	  	(d)	  	601
	 	  	(e)	  	514
	 Section 316
	  	(a)	  	101
	 	  	(a)(1)(A)	  	502; 512
	 	  	(a)(1)(B)	  	513
	 	  	(a)(2)	  	Not Applicable
	 	  	(b)	  	508
	 	  	(c)	  	104
	 Section 317
	  	(a)(1)	  	503
	 	  	(a)(2)	  	504
	 	  	(b)	  	1003
	 Section 318
	  	(a)	  	107

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









 TABLE OF CONTENTS 
  

					
	 	  	Page


	  
 ARTICLE I
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
  
	  	 
	 SECTION 101.
	  	Definitions	  	1
	 SECTION 102.
	  	Compliance Certificates and Opinions	  	8
	 SECTION 103.
	  	Form of Documents Delivered to Trustee	  	9
	 SECTION 104.
	  	Acts of Holders; Record Dates	  	9
	 SECTION 105.
	  	Notices, Etc., to Trustee and Issuers	  	10
	 SECTION 106.
	  	Notice to Holders; Waiver	  	11
	 SECTION 107.
	  	Conflict with Trust Indenture Act	  	11
	 SECTION 108.
	  	Effect of Headings and Table of Contents	  	11
	 SECTION 109.
	  	Successors and Assigns	  	11
	 SECTION 110.
	  	Separability Clause	  	11
	 SECTION 111.
	  	Benefits of Indenture	  	12
	 SECTION 112.
	  	Governing Law	  	12
	 SECTION 113.
	  	Legal Holidays	  	12
	 SECTION 114.
	  	Language of Notices, Etc.	  	12
	 SECTION 115.
	  	Non-Recourse to the General Partner; No Personal Liability of Officers, Directors, Employees or Partners	  	12
	  
 ARTICLE II
  
 SECURITY FORMS
  

	 SECTION 201.
	  	Forms Generally	  	13
	 SECTION 202.
	  	Form of Face of Security	  	13
	 SECTION 203.
	  	Form of Reverse of Security	  	16
	 SECTION 204.
	  	Global Securities	  	20
	 SECTION 205.
	  	Form of Trustee’s Certificate and Authorization	  	21
	  
 ARTICLE III
  
 THE SECURITIES
  

	 SECTION 301.
	  	Amount Unlimited; Issuable in Series	  	22
	 SECTION 302.
	  	Denominations	  	25
	 SECTION 303.
	  	Execution, Authentication, Delivery and Dating	  	25
	 SECTION 304.
	  	Temporary Securities	  	27
	 SECTION 305.
	  	Registration, Registration of Transfer and Exchange	  	27
	 SECTION 306.
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	29
	 SECTION 307.
	  	Payment of Interest; Interest Rights Preserved	  	29

  

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	 SECTION 308.
	  	Persons Deemed Owners	  	31
	 SECTION 309.
	  	Cancellation	  	31
	 SECTION 310.
	  	Computation of Interest	  	31
	 SECTION 311.
	  	CUSIP Numbers	  	32
	  
 ARTICLE IV
  
 SATISFACTION AND DISCHARGE
  

	 SECTION 401.
	  	Satisfaction and Discharge of Indenture	  	32
	 SECTION 402.
	  	Application of Trust Money	  	33
	  
 ARTICLE V
  
 REMEDIES
  

	 SECTION 501.
	  	Events of Default	  	33
	 SECTION 502.
	  	Acceleration of Maturity; Rescission and Annulment	  	34
	 SECTION 503.
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	35
	 SECTION 504.
	  	Trustee May File Proofs of Claim	  	36
	 SECTION 505.
	  	Trustee May Enforce Claims Without Possession of Securities	  	36
	 SECTION 506.
	  	Application of Money Collected	  	36
	 SECTION 507.
	  	Limitation on Suits	  	37
	 SECTION 508.
	  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	37
	 SECTION 509.
	  	Restoration of Rights and Remedies	  	38
	 SECTION 510.
	  	Rights and Remedies Cumulative	  	38
	 SECTION 511.
	  	Delay or Omission Not Waiver	  	38
	 SECTION 512.
	  	Control by Holders	  	38
	 SECTION 513.
	  	Waiver of Past Defaults	  	39
	 SECTION 514.
	  	Undertaking for Costs	  	39
	 SECTION 515.
	  	Waiver of Usury, Stay or Extension Laws	  	39
	  
 ARTICLE VI
  
 THE TRUSTEE
  

	 SECTION 601.
	  	Certain Duties and Responsibilities	  	39
	 SECTION 602.
	  	Notice of Defaults	  	40
	 SECTION 603.
	  	Certain Rights of Trustee	  	40
	 SECTION 604.
	  	Not Responsible for Recitals or Issuance of Securities	  	41
	 SECTION 605.
	  	May Hold Securities	  	41
	 SECTION 606.
	  	Money Held in Trust	  	41
	 SECTION 607.
	  	Compensation and Reimbursement	  	41
	 SECTION 608.
	  	Disqualification; Conflicting Interests	  	42
	 SECTION 609.
	  	Corporate Trustee Required; Eligibility	  	42
	 SECTION 610.
	  	Resignation and Removal; Appointment of Successor	  	43
	 SECTION 611.
	  	Acceptance of Appointment by Successor	  	44

  

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	 SECTION 612.
	  	Merger, Conversion, Consolidation or Succession to Business	  	45
	 SECTION 613.
	  	Preferential Collection of Claims Against Issuers	  	45
	 SECTION 614.
	  	Appointment of Authenticating Agent	  	45
	  
 ARTICLE VII
  
 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUERS

 


	 SECTION 701.
	  	Issuers to Furnish Trustee Names and Addresses of Holders	  	47
	 SECTION 702.
	  	Preservation of Information; Communications to Holders	  	47
	 SECTION 703.
	  	Reports by Trustee	  	47
	 SECTION 704.
	  	Reports by Issuers	  	48
	  
 ARTICLE VIII
  
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 


	 SECTION 801.
	  	Issuers May Consolidate, Etc., Only on Certain Terms	  	48
	 SECTION 802.
	  	Successor Substituted	  	49
	  
 ARTICLE IX
  
 SUPPLEMENTAL INDENTURES
  


	 SECTION 901.
	  	Supplemental Indentures Without Consent of Holders	  	49
	 SECTION 902.
	  	Supplemental Indentures with Consent of Holders	  	50
	 SECTION 903.
	  	Execution of Supplemental Indentures	  	51
	 SECTION 904.
	  	Effect of Supplemental Indentures	  	51
	 SECTION 905.
	  	Conformity with Trust Indenture Act	  	52
	 SECTION 906.
	  	Reference in Securities to Supplemental Indentures	  	52
	  
 ARTICLE X
  
 COVENANTS
  


	 SECTION 1001.
	  	Payment of Principal, Premium and Interest	  	52
	 SECTION 1002.
	  	Maintenance of Office or Agency	  	52
	 SECTION 1003.
	  	Money for Securities Payments to Be Held in Trust	  	53
	 SECTION 1004.
	  	Statement by Officers as to Default	  	54
	 SECTION 1005.
	  	Existence	  	54
	 SECTION 1006.
	  	Waiver of Certain Covenants	  	54
	  
 ARTICLE XI
  
 REDEMPTION OF SECURITIES
  


	 SECTION 1101.
	  	Applicability of Article	  	54
	 SECTION 1102.
	  	Election to Redeem; Notice to Trustee	  	55

  

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	 SECTION 1103.
	  	Selection by Trustee of Securities to be Redeemed	  	55	 
	 SECTION 1104.
	  	Notice of Redemption	  	55	 
	 SECTION 1105.
	  	Deposit of Redemption Price	  	56	 
	 SECTION 1106.
	  	Securities Payable on Redemption Date	  	56	 
	 SECTION 1107.
	  	Securities Redeemed in Part	  	56	 
	  
 ARTICLE XII
  
 SINKING FUNDS
  
	 
  
 
  
 

	 SECTION 1201.
	  	Applicability of Article	  	57	 
	 SECTION 1202.
	  	Satisfaction of Sinking Fund Payments with Securities	  	57	 
	 SECTION 1203.
	  	Redemption of Securities for Sinking Fund	  	57	 
	  
 ARTICLE XIII
  
 DEFEASANCE
  
	 
  
 
  
 

	 SECTION 1301.
	  	Applicability of Article	  	58	 
	 SECTION 1302.
	  	Legal Defeasance	  	58	 
	 SECTION 1303.
	  	Covenant Defeasance	  	59	 
	 SECTION 1304.
	  	Application by Trustee of Funds Deposited for Payment of Securities	  	61	 
	 SECTION 1305.
	  	Repayment to Issuers	  	61	 
	  
 ARTICLE XIV
  
 SUBORDINATION OF SECURITIES
  
	 
  
 
  
 

	 SECTION 1401.
	  	Securities Subordinated to Senior Debt	  	61	 
	 SECTION 1402.
	  	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities	  	62	 
	 SECTION 1403.
	  	Payments on Securities Permitted	  	64	 
	 SECTION 1404.
	  	Authorization of Holders of Securities to Trustee to Effect Subordination	  	64	 
	 SECTION 1405.
	  	Notices to Trustee	  	64	 
	 SECTION 1406.
	  	Trustee as Holder of Senior Debt	  	65	 
	 SECTION 1407.
	  	Modification of Terms of Senior Debt	  	65	 
	  
 [ARTICLE XV
  
 GUARANTEES
  
	 
  
 
  
 

	 SECTION 1501.
	  	Guarantees	  	66	 
	 SECTION 1502.
	  	Limitation of Guarantor’s Liability	  	67	 
	 SECTION 1503.
	  	Execution and Delivery of Guarantees	  	68	 
	 SECTION 1504.
	  	Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms	  	68	 
	 SECTION 1505.
	  	“Trustee” to Include Paying Agent	  	69	]

  

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 INDENTURE dated as of
                    , 2004, among INERGY, L.P., a Delaware limited partnership (the “Partnership”), having its principal office at
Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, INERGY FINANCE CORP., a Delaware corporation (the “Finance Sub” and together with the Partnership, the “Issuers”), having its principal office at Two Brush Creek
Boulevard, Suite 200, Kansas City, Missouri 64112, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”). 
  
 RECITALS OF THE ISSUERS 
  
 The Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of their unsecured
subordinated debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as in this Indenture provided. 
  
 All things necessary to make this Indenture a valid agreement of the Issuers, in accordance with its terms, have been done.

  
 This Indenture is subject to the provisions of the Trust
Indenture Act that are required to be a part of this Indenture and, to the extent applicable, shall be governed by such provisions. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof, as follows: 
  
 ARTICLE I 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  

	SECTION 101. 	Definitions. 

  
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  
 (1) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular; 
  
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly, or by reference therein, have the meanings assigned to them therein; 
  
 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States at the date of such computation; 
  

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 (4) the words “herein”, “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 
  
 (5) the words “Article” and “Section” refer to an Article and Section, respectively, of this Indenture. 
  
 “Act”, when used with respect to any Holder, has the meaning
specified in Section 104. 
  
 “Affiliate” of any
specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
  
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Authorized Newspaper” means a newspaper, in the English language
or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the term is used or in
the financial community of such place. 
  
 “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors or the protection of creditors. 
  
 “Board of Directors” means, as applicable, the board of directors of the General Partner of the Partnership and the board of directors of the
Finance Sub, or the executive or any other committee of those boards duly authorized to act in respect thereof. If the Partnership changes its form of entity to other than a limited partnership, the references to officers or the Board of Directors
of the General Partner shall mean the officers or the Board of Directors (or other comparable governing body) of the Partnership. 
  
 “Board Resolution” means a copy of a resolution certified by the Corporate Secretary of the General Partner, the principal financial officer of
the General Partner or any other authorized officer of the General Partner or a person duly authorized by any of them, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and
delivered to the Trustee. 
  
 “Business Day”, when used
with respect to any Place of Payment or other location, means, except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment or other location are authorized or obligated by law, executive order or regulation to close. 
  

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 “Capital Interests” means any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited; senior or junior) and any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of assets of, such partnership. 
  
 “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time
after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  
 “Corporate Trust Office” means the office of the Trustee at which
at any particular time its corporate trust business shall be principally administered, which at the date hereof is
                                        
    . 
  
 “corporation” includes
corporations, associations, limited liability companies, joint-stock companies and business trusts. 
  
 “covenant defeasance” has the meaning specified in Section 1303. 
  
 “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

  
 “Debt” means any obligation created or assumed by
any Person for the repayment of money borrowed, any purchase money obligation created or assumed by such Person and any guarantee of the foregoing. 
  
 “Default” means, with respect to a series of Securities, any event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series. 
  
 “Defaulted Interest” has the meaning specified in Section 307. 
  
 “defeasance” has the meaning specified in Section 1302. 
  
 “Definitive Security” means a Security other than a Global Security or a temporary Security. 
  
 “Depositary” means, with respect to Securities of any series
issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301, until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter shall mean or include each Person which is then a Depositary hereunder, and if at any time there is more than one such Person, shall be a collective
reference to such Persons. 
  
 “Dollar” or “$”
means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. 
  

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 “Event of Default” has the meaning specified in Section 501. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended from time to time, and any statute successor thereto. 
  
 “Finance Sub” means the Person named as the “Finance Sub” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Finance Sub” shall mean such successor Person. 
  
 “General Partner” means Inergy GP, LLC, a Delaware limited liability company. 
  
 “Global Security” means a Security in global form that evidences all or part of the Securities of any series and is registered in the name of
the Depositary for such Securities or a nominee thereof. 
  
 “Holder” means a Person in whose name a Security is registered in the Security Register. 
  
 “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term “Indenture” also shall include the terms of particular series of Securities established as contemplated by Section 301. 
  
 “interest”, when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

  
 “Issuer Request” or “Issuer Order” means a
written request or order signed in the names of the Issuers by the Chairman of the Board, a President or Vice President of the General Partner or the Finance Sub, as the case may be, and by the Treasurer or Secretary of the General Partner or the
Finance Sub, as the case may be, and delivered to the Trustee, or if the Partnership changes its form of entity to other than a limited partnership, by Persons or officers, members, agents and the like positions comparable to those of the foregoing
nature, as applicable. 
  
 “Maturity”, when used with
respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for
redemption or otherwise. 
  
 “Notice of Default” means a
written notice of the kind specified in Section 501(3). 
  

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 “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the
President or a Vice President, and by the Treasurer or the Secretary, of the General Partner or Finance Sub (or if the Partnership changes its form of entity to other than a limited partnership, by Persons or officers, members, agents and comparable
positions as applicable to those of the foregoing nature, as applicable), and delivered to the Trustee. One of the officers or such other Persons (as applicable) signing an Officers’ Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the General Partner and Finance Sub (or if the Partnership changes its form of entity to other than a limited partnership, by Persons or officers, members, agents and comparable positions as
applicable to those of the foregoing nature, as applicable). 
  
 “Opinion of Counsel” means a written opinion of legal counsel, who may be an employee of or counsel for the Issuers. 
  
 “Original Issue Discount Security” means any Security which provides for an amount less than the stated principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502. “Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except: 
  
 (i) Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
  
 (ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than any Issuer) in trust or set aside and segregated in trust by the Issuers (if the Issuers shall act as their own Paying Agent) for the Holders of such Securities; provided, however, that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor has been made; 
  
 (iii) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Issuers; and 
  
 (iv) Securities, except to the extent provided in Sections 1302 and 1303, with respect to which the Issuers have effected defeasance or covenant defeasance as provided in Article XIII; 
  
 provided, however, that in determining whether the Holders of the requisite principal amount
of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (A) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount
of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof on 

  

 5 








 
such date pursuant to Section 502, (B) the principal amount of a Security denominated in one or more currencies or currency units other than U.S. dollars
shall be the U.S. dollar equivalent of such currencies or currency units, determined in the manner provided as contemplated by Section 301 on the date of original issuance of such Security, of the principal amount (or, in the case of an Original
Issue Discount Security, the U.S. dollar equivalent (as so determined) on the date of original issuance of such Security, of the amount determined as provided in Clause (A) above) of such Security, and (C) Securities owned by an Issuer or any other
obligor upon the Securities or any Affiliate of the Issuers or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned as described in Clause (C) above which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not an Issuer or any other obligor upon the Securities or any Affiliate of an Issuer
or of such other obligor. 
  
 “Partnership” means the
Person named as the “Partnership” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Partnership” shall mean such
successor Person. 
  
 “Paying Agent” means any Person
authorized by the Issuers to pay the principal of or any premium or interest on any Securities on behalf of the Issuers. 
  
 “Periodic Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Stated Maturities thereof, the original issue date or dates thereof, the redemption provisions, if any, with
respect thereto, and any other terms specified as contemplated by Section 301 with respect thereto, are to be determined by the Issuers upon the issuance of such Securities. 
  
 “Person” means any individual, corporation, partnership, joint venture, limited liability company, association,
joint-stock company, trust, other entity, unincorporated organization or government, or any agency or political subdivision thereof. 
  
 “Place of Payment”, when used with respect to the Securities of any series, means, unless otherwise specifically provided for with respect to
such series as contemplated by Section 301, the office or agency of the Issuers in The City of New York and such other place or places where, subject to the provisions of Section 1002, the principal of and any premium and interest on the Securities
of that series are payable as specified as contemplated by Section 301. 
  
 “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same Debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same Debt as the mutilated, destroyed, lost or stolen Security. 
  

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 “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed
for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture. 
  
 “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means
the date specified for that purpose as contemplated by Section 301. 
  
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

  
 “Senior Debt” of the Issuers, unless otherwise
provided with respect to the Securities of a series as contemplated by Section 301, means (1) all Debt of the Issuers, whether currently outstanding or hereafter issued, unless, by the terms of the instrument creating or evidencing such Debt, it is
provided that such Debt is not superior in right of payment to the Securities or to other Debt which is pari passu with or subordinated to the Securities, and (2) any modifications, refunding, deferrals, renewals or extensions of any such
Debt or securities, notes or other evidence of Debt issued in exchange for such Debt; provided that in no event shall “Senior Debt” include (a) Debt of the Issuers owed or owing to any Subsidiary of the Issuers or any officer, director or
employee of the Issuers or any Subsidiary of the Issuers, (b) Debt to trade creditors, or (c) any liability for taxes owed or owing by the Issuers. 
  
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity”, when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 
  
 “Subsidiary” means, (i) any partnership of which more than 50% of
the partners’ equity interests (considering all partners’ equity interests as a single class) is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or combination
thereof, or (ii) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the equity interests entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or combination thereof. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed, except as otherwise provided in Section 905; provided, however, that if the Trust Indenture Act of 1939 is amended after such date, “Trust 

  

 7 








 
Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. 
  
 “Trustee” means the Person named as the “Trustee” in the
first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if
at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean each Trustee with respect to Securities of that series. 
  
 “U.S. Government Obligations” means securities which are (i) direct obligations of the United States for the
payment of which its full faith and credit is pledged, or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States, each of which are not callable or redeemable at the option of the issuer thereof. 
  
 “Vice President”, when used with respect to the Partnership, means any vice president of the General Partner, or when used with respect to the
Finance Sub, means any vice president of the Finance Sub, or when used with respect to the Trustee, means any vice president of the Trustee. 
  

	SECTION 102. 	Compliance Certificates and Opinions. 

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

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided
for in Section 1004) shall include: 
  
 (1) a statement that each
individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 
  
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate
or opinion are based; 
  
 (3) a statement that, in the opinion of
each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with. 
  

 8 









	SECTION	 103.  Form of Documents Delivered to Trustee. 

  
 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
  
 Any certificate or opinion of an officer of the Issuers or the General Partner of the Partnership may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such
officer’s certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
Issuers (or the General Partner of the Partnership) stating that the information with respect to such factual matters is in the possession of the Issuers or the General Partner of the Partnership, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous. 
  
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one
instrument. 
  

	SECTION 104. 	Acts of Holders; Record Dates. 

  
 Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed (either physically or by means of a facsimile or an electronic transmission, provided that such electronic transmission is transmitted through
the facilities of a Depositary) by such Holders in person or by 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 (either
physically or by means of a facsimile or an electronic transmission, provided that such electronic transmission is transmitted through the facilities of a Depositary) to the Trustee and, where it is hereby expressly required, to the Issuers. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section.

  
 The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or
writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than such signer’s 

  

 9 








 
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. 
  

The ownership, principal amount and serial numbers of Securities held by any Person, and the date of commencement of such Person’s holding the
same, shall be proved by the Security Register. 
  
 Any request,
demand, authorization, direction, notice, consent, waiver or other action 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 Issuers in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 Without limiting the foregoing, a Holder entitled hereunder to give or take
any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to
all or any different part of such principal amount. 
  
 The
Issuers may set any day as the record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given or taken by Holders of Securities of such series, but the Issuers have no obligation to do so. With regard to any record date set pursuant to this paragraph, the Holders of Outstanding Securities of the
relevant series on such record date (or their duly appointed agents), and only such Persons, shall be entitled to give or take the relevant action, whether or not such Holders remain Holders after such record date. 
  

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

  
 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, 
  
 (1) the
Trustee by any Holder or by the Issuers shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trustee Administration, or 

 
 (2) the Issuers by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Issuers addressed to them at Two Brush Creek Boulevard, Suite 200, Kansas City, Missouri 64112, to the attention of
the Corporate Secretary, or at any other address previously furnished in writing to the Trustee by the Issuers. 
  

 10 









	SECTION	 106.  Notice to Holders; Waiver. 

  
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid (if international mail, by air mail), to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such
notice. 
  
 Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
  

	SECTION 107. 	Conflict with Trust Indenture Act. 

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

	SECTION 108. 	Effect of Headings and Table of Contents. 

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

	SECTION 109. 	Successors and Assigns. 

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

 

	SECTION 110. 	Separability Clause. 

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

 11 









	SECTION 111. 	Benefits of Indenture. 

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

	SECTION 112. 	Governing Law. 

  
 This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York. 
  

	SECTION 113. 	Legal Holidays. 

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

	SECTION 114. 	Language of Notices, Etc. 

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

	SECTION 115. 	Non-Recourse to the General Partner; No Personal Liability of Officers, Directors, Employees or Partners. 

  
 Obligations of the Issuers under this Indenture and the Securities hereunder
are non-recourse to the General Partner, and its respective Affiliates (other than the Issuers), and payable only out of cash flow and assets of the Issuers. The Trustee, and each Holder of a Security by its acceptance thereof, will be deemed to
have agreed in this Indenture that (1) neither the General Partner nor its assets (nor any of its respective Affiliates other than the Issuers, nor their respective assets) shall be liable for any of the obligations of the Issuers under this
Indenture or such Securities, and (2) no director, officer, employee, member, stockholder or unitholder, as such, of the Issuers, the Trustee, the General Partner or any Affiliate of any of the foregoing entities shall have any personal liability in
respect of the obligations of the Issuers under this Indenture or such Securities by reason of his, her or its status. 
  

 12 








 ARTICLE II 
 SECURITY FORMS 
  

	SECTION 201. 	Forms Generally. 

  
 The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant
to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series may
be listed or traded or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized officer or other authorized Person on behalf of the Issuers and delivered to the Trustee at or prior to the delivery of the
Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities. 
  
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of such Securities. 
  

	SECTION 202. 	Form of Face of Security. 

  
 [Insert any legend required by the United States Internal Revenue Code and the regulations thereunder.] 
  
 [If a Global Security,—insert legend required by Section 204 of the
Indenture] [If applicable, insert—UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

  

 13 








 INERGY, L.P. 
 INERGY FINANCE CORP. 
  
 [TITLE OF
SECURITY] 
  

					
	 No.__________________
	  	U.S. $                    
	       [CUSIP No.]
	  	 

  
 INERGY, L.P., a
Delaware limited partnership (the “Partnership”), and INERGY FINANCE CORP., a Delaware corporation (the “Finance Sub” and, together with the Partnership, the “Issuers”, which term includes any successor Person or
Persons under the Indenture hereinafter referred to), for value received, hereby promise to pay to                     , or registered
assigns, the principal sum of United States Dollars on                      [if the Security is to bear interest prior to Maturity,
insert—, and to pay interest thereon from                     , or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on                      and
                     in each year, commencing
                    , at the rate of         % per annum, until the principal hereof is paid or
made available for payment [if applicable, insert—, and at the rate of         % per annum on any overdue principal and premium and on any overdue installment of interest]. [If applicable,
insert—The amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of a 360-day year of twelve
30-day months and the days elapsed in any partial month. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable. A “Business Day” shall mean, when used with respect
to any Place of Payment, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law, executive order or regulation to close.] The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the                      or
                     (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such
exchange or automated quotation system, all as more fully provided in such Indenture]. 
  
 [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption
or at Stated Maturity and in such case the overdue principal of this 

  

 14 








 
Security shall bear interest at the rate of         % per annum, which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest
at the rate of         % per annum, which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be
payable on demand.] 
  
 [If a Global Security, insert—Payment
of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made by transfer of immediately available funds to a bank account in
             designated by the Holder in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts
[state other currency].] 
  
 [If a Definitive Security,
insert—Payment of the principal of [(and premium, if any)] and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Issuers maintained for that purpose in
                    , [in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts] [state other currency] [or subject to any laws or regulations applicable thereto and to the right of the Issuers (as provided in the Indenture) to rescind the designation of any such Paying Agent, at the [main] offices of
                     in
                     and
                     in
                     , or at such other offices or agencies as the Issuers may designate, by [United States Dollar] [state other currency]
check drawn on, or transfer to a [United States Dollar] account maintained by the payee with, a bank in The City of New York (so long as the applicable Paying Agent has received proper transfer instructions in writing at least
[    ] days prior to the payment date)] [if applicable, insert—; provided, however, that payment of interest may be made at the option of the Issuers by [United States Dollar] [state other currency] check mailed to the
addresses of the Persons entitled thereto as such addresses shall appear in the Security Register] [or by transfer to a [United States Dollar] [state other currency] account maintained by the payee with a bank in The City of New York [state other
Place of Payment] (so long as the applicable Paying Agent has received proper transfer instructions in writing by the Record Date prior to the applicable Interest Payment Date)].]. Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

 15 








 IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed. 
  

											
	 Dated:_____________________
	 	 	 	 INERGY, L.P.,

					
	 	 	 	 	 	 	By:	 	INERGY GP, LLC,
Its General Partner
						
	 	 	 	 	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	 Title:
	 	 
				
	 	 	 	 	 	 	INERGY FINANCE CORP.
						
	 	 	 	 	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 	 	 Title:
	 	 

  

	SECTION 203. 	Form of Reverse of Security. 

  
 This Security is one of a duly authorized issue of securities of the Issuers (the “Securities”), issued and to be issued in one or more series
under an Indenture dated as of             , 2004 (the “Indenture”), among the Issuers and U.S. Bank National Association, as Trustee (the “Trustee”, which term
includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder
of the Issuers, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Security is one of the series designated on the face hereof [if applicable,
insert—, limited in aggregate principal amount to U.S. $                    ]. 
  
 [If applicable, insert—The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days’ notice by mail, [if applicable, insert—(1) on in any year commencing with the year              and ending with the
year              through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert—on or after             ,             ], as a whole or in part, at the election of the Issuers, at the
following Redemption Prices expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before         ,         %,
and if redeemed] during the 12-month period beginning of the years indicated,
                                        

  

 16 









					
	 Year

	 	 Redemption Price

	 	 

  
 and thereafter at a Redemption Price
equal to         % of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.] 
  
 [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 nor more than 60 days’ notice by mail, (1) on
                     in any year commencing with the year          and ending with the year
         through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth
in the table below, and (2) at any time [if applicable, insert—on or after                     ], as a whole or in part, at the election
of the Issuers, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                                 of the years indicated, 
  

					
	 Year

	 	 Redemption Price for
Redemption Through Operation
of the Sinking Fund

	 	 Redemption Price for
Redemption Otherwise Than
Through Operation of the
Sinking Fund



  
 and thereafter at a Redemption Price
equal to         % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to
on the face hereof, all as provided in the Indenture.] 
  
 [If
applicable, insert—The sinking fund for this series provides for the redemption on                      in each year beginning with the
year                      and ending with the year              of [if
applicable,—not less than $             (“mandatory sinking fund”) and not more than] $            
aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Issuers otherwise than through [if applicable,—mandatory] sinking fund payments may be credited against subsequent [if
applicable,—mandatory] sinking fund payments otherwise required to be made [if applicable,—in the inverse order in which they become due].] 
  
 [If the Security is subject to redemption in part of any kind, insert—In the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 
  

 17 








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

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

  
 [If the Security is an Original Issue Discount Security,
insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to—insert formula for determining the amount. Upon payment (1) of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the
Issuers’ obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] 
  
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Issuers and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers and the Trustee with the consent of not less than the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting as one
class), on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Holders of a majority in
principal amount of Securities of any series then Outstanding to waive past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

  
 As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series
at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium or] interest hereon on or after the respective due dates expressed herein. 
  

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 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and [any premium and] interest on this Security at the times, place(s) and rate, and in the coin or currency, herein prescribed. 
  
 [If a Global Security, insert—This Global Security or portion hereof may
not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. 
  
 The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described
in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] 
  
 [If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in [if applicable, insert—any place where the principal of and any premium and interest on this Security
are payable] [if applicable, insert—The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Issuers (limited as provided in the Indenture) to rescind the designation of any such transfer agent,
at the [main] offices of                      in
                     and
                     in
                     or at such other offices or agencies as the Issuers may designate]], duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.] 
  
 The Securities of this series are issuable only in registered form without coupons in denominations of U.S.$ [state other currency] and any integral
multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

  
 Prior to due presentment of this Security for registration of
transfer, the Issuers, the Trustee and any agent of an Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Issuers, the
Trustee nor any such agent shall be affected by notice to the contrary. 
  
 This Security is subordinated in right of payment to Senior Debt, to the extent provided in the Indenture. 
  
 Obligations of the Issuers under the Indenture and the Securities thereunder, including this Security, are non-recourse to Inergy GP, LLC, a Delaware
limited liability 

  

 19 








 
company (the “General Partner”) and its Affiliates (other than the Issuers), and payable only out of cash flow and assets of the Issuers. The
Trustee, and each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that (1) neither the General Partner nor its assets (nor any of its Affiliates other than the Issuers, nor their respective assets) shall
be liable for any of the obligations of the Issuers under the Indenture or such Securities, including this Security, and (2) no director, officer, employee, member, stockholder or unitholder, as such, of the Issuers, the Trustee, the General Partner
or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Issuers under the Indenture or such Securities by reason of his, her or its status. 
  
 The Indenture contains provisions that relieve the Issuers from the
obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and discharge at any time of the entire indebtedness upon compliance by the Issuers with certain conditions set forth in the Indenture. 
  
 This Security shall be governed by and construed in accordance with the laws
of the State of New York. 
  
 All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  
 [If a Definitive Security, insert as a separate page— 
  
 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
                                        
     (Please Print or Typewrite Name and Address of Assignee) the within instrument of INERGY, L.P. AND INERGY FINANCE CORP. and does hereby irrevocably constitute and appoint
                                 Attorney to transfer said instrument on the books
of the within-named Issuers, with full power of substitution in the premises. Please Insert Social Security or Other Identifying Number of Assignee: 
  

									
	 	 	 	 	 
	 	 	 	 	(Signature)
	 Dated:
	 	 	 	 	 	 

  
 (Participant in a
Recognized Signature Guaranty Medallion Program) 
  
 NOTICE: The
signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.] 
  

	SECTION 204. 	Global Securities. 

  
 Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED 

  

 20 








 
IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME
OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN
EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
  
 If Securities of a series are issuable in whole or in part in the form of one or more Global Securities, as specified as contemplated by Section 301,
then, notwithstanding Clause (9) of Section 301 and the provisions of Section 302, any Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased, as the case may be, to reflect exchanges. Any
endorsement of a Global Security to reflect the amount, or any reduction or increase in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be
specified therein or in an Issuer Order. Subject to the provisions of Sections 303, 304 and 305, the Trustee shall deliver and redeliver any Global Security in the manner and upon instructions given by the Person or Persons specified therein or in
the applicable Issuer Order. Any instructions by the Issuers with respect to endorsement or delivery or redelivery of a Global Security shall be in an Issuer Order (which need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel). 
  
 The provisions of the last sentence of Section 303
shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Issuers and the Issuers deliver to the Trustee the Global Security together with an Issuer Order (which need not comply with Section 102
and need not be accompanied by an Opinion of Counsel) with regard to the reduction or increase, as the case may be, in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of
Section 303. 
  

	SECTION 205. 	Form of Trustee’s Certificate and Authorization. 

  
 The Trustee’s certificates of authentication shall be in substantially the following form: 
  
 This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture. 
  

 21 









			
	 U.S. Bank National Association, as Trustee

		
	By:	 	 
	 	 	Authorized Officer


  
 ARTICLE III

 THE SECURITIES 
  

	SECTION 301. 	Amount Unlimited; Issuable in Series. 

  
 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
  
 The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, 
  
 (1) the form and title of the
Securities of the series (which shall distinguish the Securities of the series from Securities of any other series); 
  
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section
303, are deemed never to have been authenticated and delivered hereunder); 
  
 (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest; 
  
 (4) the date or
dates on which the Securities will be issued and on which the principal of, and premium, if any, on the Securities of the series is payable or the method of determination thereof; 
  
 (5) 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 determination thereof, the date or dates from which such interest shall accrue, or the method of determination thereof, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any interest
payable on any Interest Payment Date; 
  
 (6) the place or places
where, subject to the provisions of Section 1002, the principal of and any premium and interest on Securities of the series shall be payable, Securities of the series may be surrendered for registration of transfer, Securities of the series may be
surrendered for exchange and notices, and demands to or upon the Issuers in respect of the Securities of the series and this Indenture may be served; 
  

 22 








 (7) the period or periods, if any, within which, the price or prices at which and the terms and
conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuers or otherwise; 
  
 (8) the obligation, if any, of the Issuers to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or upon the
happening of a specified event or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation; 
  
 (9) if other than
denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; 
  
 (10) whether payment of principal of and premium, if any, and interest, if any, on the Securities of the series shall be without deduction for taxes,
assessments or governmental charges paid by Holders of the series; 
  
 (11) the terms, if any, of any guarantee of the payment of principal of, and premium, if any, and interest on, the Securities of the series and any corresponding changes to the provisions of the Indenture as currently in effect; 

 
 (12) the currency, currencies or currency units in which payment of the
principal of and any premium and interest on any Securities of the series shall be denominated, payable, redeemable or purchasable if other than the currency of the United States of America and the manner of determining the equivalent thereof in the
currency of the United States of America for purposes of the definition of “Outstanding” in Section 101; 
  
 (13) if the amount of payments of principal of or any premium or interest on any Securities of the series may be determined with reference to an index,
the manner in which such amounts shall be determined; 
  
 (14) if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuers or a Holder thereof, in one or more currencies or currency units other than that or those in which the Securities are stated
to be payable, the currency, currencies or currency units in which payment of the principal of and any premium and interest on Securities of such series as to which such election is made shall be payable, and the periods within which and the terms
and conditions upon which such election is to be made; 
  
 (15)
the right, if any, of the Issuers to defer payments of interest by extending the interest payment periods and specify the duration of such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what
circumstances additional interest on amounts deferred shall be payable; 
  
 (16) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method of
determination thereof; 
  

 23 








 (17) if and as applicable, that the Securities of the series shall be issuable in whole or in part in the
form of one or more Global Securities (and whether in temporary or permanent global form) and, in such case, the Depositary or Depositaries for such Global Security or Global Securities and any circumstances other than those set forth in Section 305
in which any such Global Security may be transferred to, and registered and exchanged for Securities registered in the name of, a Person other than the Depositary for such Global Security or a nominee thereof and in which any such transfer may be
registered; 
  
 (18) any deletions from, modifications of or
additions to the Events of Default set forth in Section 501 or the covenants of the Issuers set forth in Article X pertaining to the Securities of the series; 
  

(19) if the terms and conditions upon which any Securities of the series may be converted into or exchanged for securities, which may include, without
limitation, capital stock, of any class or series of the Issuers or any other issuer; 
  
 (20) if other than as provided in Sections 1302 and 1303, the terms and conditions upon which and the manner in which such series of Securities may be defeased or discharged; 
  
 (21) if other than the Trustee, the identity of the Security Registrar and
any Paying Agent; 
  
 (22) any restrictions or other provisions
with respect to the transfer or exchange of the Securities; 
  
 (23) the assets, if any, that are pledged as security for the payment of the Securities; and 
  
 (24) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by
Section 901(5)). 
  
 All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such indenture supplemental hereto. 
  
 All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the Holders, for increases in the aggregate principal amount of
such series of Securities and issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series. 
  
 If any of the terms of the series are established by action taken by or pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by an authorized officer or other authorized person of the General Partner on behalf of the Partnership or an authorized officer of the Finance Sub and delivered to the Trustee at or prior to the
delivery 

  

 24 








 
of the Officers’ Certificate setting forth, or providing the manner for determining, the terms of the series. 
  
 With respect to Securities of a series subject to a Periodic Offering, such
Board Resolution or Officers’ Certificate may provide general terms for Securities of such series and provide either that the specific terms of particular Securities of such series shall be specified in an Issuer Order, or that such terms shall
be determined by the Issuers, or one or more of the Issuers’ agents designated in an Officers’ Certificate, in accordance with an Issuer Order. 
  

	SECTION 302. 	Denominations. 

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

	SECTION 303. 	Execution, Authentication, Delivery and Dating. 

  
 The Securities shall be executed on behalf of the Issuers by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any
Vice President of the General Partner and of Finance Sub and need not be attested. The signature of any of these officers on the Securities may be manual or facsimile. 
  
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the General
Partner shall bind the Issuers, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

  
 At any time and from time to time after the execution and
delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Issuer Order shall authenticate and deliver such Securities; provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Issuers or their duly authorized agents, thereafter promptly confirmed in writing) acceptable to the Trustee
as may be specified by or pursuant to an Issuer Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established in or pursuant to
one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating, 
  
 (1) if the form or forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 201, that such form or forms
have been established in conformity with the provisions of this Indenture; 
  

 25 








 (2) if the terms of such Securities have been, or in the case of Securities of a series offered in a
Periodic Offering, will be, established by or pursuant to a Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the
provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and 
  
 (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuers in the manner and
subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuers enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
  
 If such form or forms or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 
  
 Notwithstanding the provisions of Section 301 and of the preceding paragraph,
if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Issuer Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be
issued. 
  
 With respect to Securities of a series offered in a
Periodic Offering, the Trustee may rely, as to the authorization by the Issuers of any of such Securities, the form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the
other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series. 
  
 Each Security shall be dated the date of its authentication. 
  
 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the
only evidence, that such Security has been duly authenticated and delivered hereunder. 
  
 Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuers, and the Issuers shall deliver such Security to the Trustee for
cancellation as provided in Section 309 for all purposes of this Indenture, such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
  

 26 









	SECTION 304. 	Temporary Securities. 

  
 Pending the preparation of Definitive Securities of any series, the Issuers may execute, and upon Issuer Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 
  
 If temporary Securities of any series are issued, the Issuers will cause Definitive Securities of that series to be prepared
without unreasonable delay. After the preparation of Definitive Securities of such series, the temporary Securities of such series shall be exchangeable for Definitive Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Issuers maintained pursuant to Section 1002 for the purpose of exchanges of Securities of such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any
series the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more Definitive Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. Until so
exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities of such series and tenor. 
  

	SECTION 305. 	Registration, Registration of Transfer and Exchange. 

  
 The Issuers shall cause to be kept at an office or agency of the Issuers in The City of New York a register (the register maintained in such office or in
any other office or agency of the Issuers in a Place of Payment being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as they may prescribe, the Issuers shall provide for the
registration of Securities and of transfers of Securities. The Issuers shall, prior to the issuance of any Securities hereunder, appoint the Trustee as the initial “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided and its corporate trust office which, at the date hereof, is located at
                                , as the initial office or agency in The City of
New York where the Security Register will be maintained. The Issuers may at any time replace such Security Registrar, change such office or agency or act as their own Security Registrar. The Issuers will give prompt written notice to the Trustee of
any change of the Security Registrar or of the location of such office or agency. 
  
 Upon surrender for registration of transfer of any Security of any series at the office or agency of the Issuers maintained pursuant to Section 1002 for such purpose, the Issuers shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. 
  
 At the option of the Holder, Securities of any series (except a Global
Security) may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any
Securities are so surrendered for exchange, the Issuers 

  

 27 








 
shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
  
 Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed, by the Holder thereof or such
Holder’s attorney duly authorized in writing. 
  
 No service
charge shall be made for any registration of transfer or exchange of Securities, but the Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. 
  
 Neither the Trustee nor the Issuers shall be required (1) to issue, register the transfer of or exchange Securities of any series (or of any series and
specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Securities of that series selected for redemption under Section 1103 and ending at the close of
business on the day of such mailing, or (2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
  
 Notwithstanding any other provision in this Indenture and except as otherwise
specified as contemplated by Section 301, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no
such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in
this paragraph. If (1) (A) the Depositary for a Global Security notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a
successor Depositary is not appointed by the Issuers within 90 days, (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue
certificated securities in lieu of all or a portion of the Global Securities of such series (in which case the Issuers shall deliver certificated securities within 30 days of such request) or (3) the Issuers determines in their sole discretion that
Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a
like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary shall direct. 
  

 28 









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

  
 If any mutilated Security is surrendered to the Trustee, together with such security or indemnity as may be required by the Issuers or the Trustee to save
each of them and any agent of either of them harmless, the Issuers 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 Issuers and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) 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 Issuers or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuers shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a
new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If, after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new
Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuers and the Trustee in connection therewith. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, the Issuers in their discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section, the Issuers may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
  
 Every new Security of any series issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Issuers, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities. 
  

	SECTION 307. 	Payment of Interest; Interest Rights Preserved. 

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

  

 29 








 
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 
  
 Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Issuers, at their election in each case, as provided in Clause (1) or (2) below: 
  
 (1) The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuers shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuers of such Special Record Date and, in the name and at the expense of the Issuers, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at such Holder’s address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
  
 (2) The Issuers may make payment of any Defaulted Interest on the Securities
of any series in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which such Securities may be listed or traded, and upon such notice as may be required by such exchange, if,
after notice given by the Issuers to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other Security, shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 For each series of Securities, the Issuers shall, prior to 11:00 a.m. (New
York City time) on each payment date for principal and premium, if any, and interest, if any, deposit with 

  

 30 








 
the Trustee money in immediately available funds sufficient to make cash payments due on the applicable payment date. 
  

	SECTION 308. 	Persons Deemed Owners. 

  
 Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, prior to due presentment of a Security for
registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any
premium and (subject to Sections 305 and 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and neither the Issuers, the Trustee nor any agent of the Issuers or the Trustee shall be
affected by notice to the contrary. 
  
 No holder of any
beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Issuers, the Trustee and any agent of the
Issuers or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the Issuers, the Trustee nor any agent of the Issuers or the Trustee will have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
  

	SECTION 309. 	Cancellation. 

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

	SECTION 310. 	Computation of Interest. 

  
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the number of days elapsed in any partial month.

  

 31 









	SECTION 311. 	CUSIP Numbers. 

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

 SATISFACTION AND DISCHARGE 
  

	SECTION 401. 	Satisfaction and Discharge of Indenture. 

  
 This Indenture shall upon an Issuer Request cease to be of further effect with respect to Securities of any series (except as to any surviving rights of
registration of transfer or exchange of such Securities herein expressly provided for), and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such
Securities, when 
  
 (1) either 
  
 (A) all such Securities theretofore authenticated and
delivered (other than (i) such Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, and (ii) such Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 
  
 (B) all such Securities not theretofore delivered to the
Trustee for cancellation 
  
 (i) have become due
and payable, 
  
 (ii) will become due and payable
at their Stated Maturity within one year, or 
  
 (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, 
  
 and the Issuers in the case of (i), (ii) or (iii) above, have irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for this purpose an amount of money in the currency or currency units in which such Securities are payable sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the 

  

 32 








 
case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
  
 (2) the Issuers have paid or caused to be paid all other sums payable
hereunder by the Issuers with respect to such Securities; and 
  
 (3) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect
to such Securities have been complied with. 
  
 Notwithstanding
the satisfaction and discharge of this Indenture with respect to Securities of any series, (x) the obligations of the Issuers to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and the
right of the Trustee to resign under Section 610 shall survive, and (y) if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Issuers and/or the Trustee under Sections
402, 606, 701 and 1002 and the last paragraph of Section 1003 shall survive. 
  

	SECTION 402. 	Application of Trust Money. 

  
 Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 
  
 ARTICLE V 
 REMEDIES 

 

	SECTION 501. 	Events of Default. 

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

  
 (1) default in the payment of any interest upon any Security
of that series when it becomes due and payable, and continuance of such default for a period of 30 days (whether or not such payment is prohibited by the provisions of Article XIV hereof); or 
  
 (2) default in the payment of the principal of (or premium, if any, on) any
Security of that series at its Maturity (whether or not such payment is prohibited by the provisions of Article XIV hereof); or 
  

 33 








 (3) default in the performance, or breach, of any term, covenant or warranty of the Issuers in this
Indenture (other than a term, covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

 
 (4) any Issuer pursuant to or within the meaning of any Bankruptcy Law (A)
commences a voluntary case, (B) consents to the entry of any order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (D) makes a general assignment
for the benefit of its creditors; or 
  
 (5) a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against an Issuer in an involuntary case, (B) appoints a Custodian of an Issuer or for all or substantially all of its property, or (C) orders the liquidation of
an Issuer; and the order or decree remains unstayed and in effect for 90 days; or 
  
 (6) any other Event of Default provided as contemplated by Section 301 with respect to Securities of that series. 
  

	SECTION 502. 	Acceleration of Maturity; Rescission and Annulment. 

  
 If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal
amount of such Securities as may be specified in the terms thereof), and accrued but unpaid interest, if any, on all of the Securities of that series to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. 
  
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuers and the Trustee, may rescind and
annul such declaration and its consequences if: 
  
 (1) the
Issuers have paid or deposited with the Trustee a sum sufficient to pay 
  
 (A) all overdue interest on all Securities of that series, 
  
 (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of
acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
  

 34 








 (C) to the extent that payment of such interest is lawful, interest upon overdue interest
at the rate or rates prescribed therefor in such Securities, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and 
  
 (2) all Events of Default with respect to Securities of that series, other
than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 
  
 No such rescission shall affect any subsequent Default or impair any right consequent thereon. 
  

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

  
 The Issuers covenant that if 
  
 (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of
30 days (whether or not such payment is prohibited by the provisions of Article XIV hereof), or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof (whether or not such payment is
prohibited by the provisions of Article XIV hereof), the Issuers will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium
and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  
 If the Issuers fail to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuers
or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Issuers or any other obligor upon such Securities, wherever situated. 
  
 If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  

 35 









	SECTION 504. 	Trustee May File Proofs of Claim. 

  
 In case of any judicial proceeding relative to the Issuers or any other obligor upon the Securities, their property or their creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular,
the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. 
  
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding;
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 
  

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

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

	SECTION 506. 	Application of Money Collected. 

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

			
	FIRST:	 	To the payment of all amounts due the Trustee under Section 607;
		
	SECOND:	 	Subject to Article XIV, to the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and
		
	THIRD:	 	The balance, if any, to the Issuers.


  

 36 









	SECTION 507. 	Limitation on Suits. 

  
 No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
  
 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
  
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
  
 (3) such Holder or Holders have offered and, if requested, provided to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request; 
  
 (4) the Trustee for 60 days after its receipt of such notice, request and offer and, if requested, provision of security or indemnity has failed to institute any such proceeding; and 
  
 (5) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
  

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

  
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Sections 305 and 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
  

 37 









	SECTION 509. 	Restoration of Rights and Remedies. 

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

	SECTION 510. 	Rights and Remedies Cumulative. 

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

	SECTION 511. 	Delay or Omission Not Waiver. 

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

	SECTION 512. 	Control by Holders. 

  
 The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided, however, that 
  
 (1) such direction shall not be in conflict with any rule of law or with this
Indenture; 
  
 (2) the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction; and 
  
 (3) subject to the provisions of Section 601, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the proceeding so directed would involve the
Trustee in personal liability or would otherwise be contrary to applicable law. 
  

 38 









	SECTION 513. 	Waiver of Past Defaults. 

  
 The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its consequences, except 
  
 (1) a continuing default in the payment of the principal of or any premium or interest on any Security of such series, or 
  
 (2) a default in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 
  
 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
  

	SECTION 514. 	Undertaking for Costs. 

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

	SECTION 515. 	Waiver of Usury, Stay or Extension Laws. 

  
 The Issuers covenant (to the extent that they may lawfully do so) that they will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, 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 Issuers (to the extent that they may lawfully
do so) hereby expressly waive all benefit or advantage of any such law and covenant that they will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted. 
  
 ARTICLE VI

 THE TRUSTEE 
  

	SECTION 601. 	Certain Duties and Responsibilities. 

  
 The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing 

  

 39 








 
that repayment of such funds or security or indemnity satisfactory to it against such risk or liability is not reasonably assured to it. Whether or not
therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
  

	SECTION 602. 	Notice of Defaults. 

  
 If a Default occurs and is continuing with respect to the Securities of any series, the Trustee shall, within 90 days after it occurs, transmit, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of all uncured or unwaived Defaults known to it; provided, however, that, except in the case of a Default in payment on the Securities of any series, the Trustee
may withhold the notice if it determines in good faith that withholding such notice is in the interests of Holders of Securities of such series; provided, further, however, that, in the case of any default or breach of the character specified in
Section 501(3) with respect to the Securities of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof. 
  

	SECTION 603. 	Certain Rights of Trustee. 

  
 Subject to the provisions of Section 601: 
  
 (1) the Trustee may rely on and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
  
 (2) any request, direction, order or demand of the Issuers mentioned herein
shall be sufficiently evidenced by an Issuer Request or Issuer Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303, which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 
  
 (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate; 
  
 (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
  
 (5) 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 satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction; 
  

 40 








 (6) 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, without
obligation to do so, make such further inquiry or investigation into such facts or matters as it may see fit; 
  
 (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and
the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and 
  
 (8) the Trustee may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded. 
  

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

  
 The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the
Issuers, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. Neither the Trustee nor any Authenticating Agent makes any representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Issuers of Securities or the proceeds thereof. 
  

	SECTION 605. 	May Hold Securities. 

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

	SECTION 606. 	Money Held in Trust. 

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

	SECTION 607. 	Compensation and Reimbursement. 

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

 41 








 (2) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and 
  
 (3) to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 
  
 The obligations of the Issuers under this Section to compensate the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness hereunder. 
  
 Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(4) or Section 501(5), the
expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any applicable Bankruptcy Law. 
  
 The provisions of this Section shall survive the satisfaction and discharge
of this Indenture and the defeasance of the Securities. 
  

	SECTION 608. 	Disqualification; Conflicting Interests. 

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

	SECTION 609. 	Corporate Trustee Required; Eligibility. 

  
 There shall at all times be one or more Trustees hereunder with respect to the Securities of each series, at least one of which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus required by the Trust Indenture Act. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of a
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  

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	SECTION 610. 	Resignation and Removal; Appointment of Successor. 

  
 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
  
 The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuers. If the instrument
of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series. 
  
 The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to
the Issuers. 
  
 If at any time: 
  
 (1) the Trustee shall fail to comply with Section 608 after written request
therefor by the Issuers or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Issuers or by any such Holder,
or 
  
 (3) the Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Issuers, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or
Trustees. 
  
 If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Issuers, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to
the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuers and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable requirements of Section 

  

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611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuers.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuers or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security
of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 The Issuers shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
  

	SECTION 611. 	Acceptance of Appointment by Successor. 

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

  

 44 








 
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, but, on request of the Issuers or
any successor Trustee, such retiring Trustee shall, upon payment of its charges, duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates. 
  
 (3) Upon request of any such successor Trustee, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (1) or (2) of this Section, as the case may be. 
  
 (4) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. 
  

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

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

	SECTION 613. 	Preferential Collection of Claims Against Issuers. 

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

	SECTION 614. 	Appointment of Authenticating Agent. 

  
 The Trustee (upon notice to the Issuers) may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue (in accordance with procedures acceptable to the Trustee) and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuers and shall at all times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such laws to act as 

  

 45 








 
Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of
such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 
  
 Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of such Authenticating Agent, shall continue to be
an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or such Authenticating Agent. 
  
 An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Issuers. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the
Issuers. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
  
 Except with respect to an Authenticating Agent appointed at the request of the Issuers, the Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section. 
  
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form: 
  
 This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	U.S. Bank National Association, as Trustee
		
	By:	 	 
	 	 	As Authenticating Agent


  

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	By:	 	 
	 	 	 Authorized Officer



  
 ARTICLE VII

 HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUERS 
  

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

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

(1) semi-annually, not later than May 15 and November 15 in each year, a list for each series of Securities, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series as of the preceding April 30 or October 31, as the case may be, and 
  
 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuers of any such request, a list of similar form
and content as of a date not more than 15 days prior to the time such list is furnished; 
  
 provided, however, that if and so long as the Trustee shall be the Security Registrar for Securities of a series, no such list need be furnished with respect to such series of Securities. 
  

	SECTION 702. 	Preservation of Information; Communications to Holders. 

  
 The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 
  
 The rights of the Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
  
 Every Holder of Securities, by receiving and holding the same, agrees with the Issuers and the Trustee that neither the
Issuers nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act. 
  

	SECTION 703. 	Reports by Trustee. 

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

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 Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted
no later than July 15 in each calendar year with respect to the 12-month period ending on the previous May 15, commencing May 15, 2003. 
  
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities
are listed, with the Commission and with the Issuers. The Issuers will notify the Trustee when any Securities are listed on any stock exchange. 
  

	SECTION 704. 	Reports by Issuers. 

  
 The Issuers shall: 
  
 (1) file with the Trustee, within 15 days after the Issuers are required to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuers may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Issuers are not required to file information, documents or reports pursuant to either of said Sections, then they shall file with the Trustee and the Commission (unless the Commission will
not accept such a filing), in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; 
  
 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to compliance by the Issuers with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 
  
 (3) transmit by mail to all Holders, as their names and addresses appear in
the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Issuers pursuant to paragraphs (1) and (2) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission. 
  
 ARTICLE VIII 
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  

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

  
 Neither Issuer may consolidate with or merge into any other Person or sell, lease or transfer its properties and assets as, or substantially as, an
entirety to, any Person, unless: 
  
 (1) (A) in the case of a
merger, such Issuer is the surviving entity, or (B) the Person formed by such consolidation or into which such Issuer is merged or the Person which 

  

 48 








 
acquires by sale or transfer, or which leases, the properties and assets of such Issuer as, or substantially as, an entirety must expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of such Issuer under this Indenture and the Securities; 
  
 (2) the surviving entity or successor Person is a Person organized and
existing under the laws of the United States of America, any State thereof or the District of Columbia; 
  
 (3) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
  
 (4) such Issuer has delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer or lease and the supplemental indenture required in connection with such transaction comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with. 
  

	SECTION 802. 	Successor Substituted. 

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

	SECTION 901. 	Supplemental Indentures Without Consent of Holders. 

  
 Without the consent of any Holders of Securities, the Issuers and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 
  
 (1) to evidence the succession of another Person to the Issuers under this Indenture and the Securities and the assumption by such successor Person of the obligations of the Issuers hereunder; 
  
 (2) to add covenants and Events of Default for the benefit of the Holders of
all or any series of such Securities or to surrender any right or power conferred by this Indenture upon the Issuers; 
  
 (3) to add to, change or eliminate any of the provisions of this Indenture, provided that any such addition, change or elimination does not adversely
affect any outstanding Securities of any series in any material respect; 
  

 49 








 (4) to establish the forms or terms of the Securities of any series issued hereunder; 
  
 (5) to cure any ambiguity or correct any omission, defect or inconsistency in
this Indenture; 
  
 (6) to evidence the acceptance of appointment
by a successor Trustee; 
  
 (7) to qualify this Indenture under
the Trust Indenture Act; 
  
 (8) to provide for uncertificated
securities in addition to certificated securities; 
  
 (9) to
supplement any provisions of this Indenture necessary to permit or facilitate the defeasance and discharge of any series of Securities, provided that such action does not adversely affect the interests of the Holders of Securities of such series or
any other series; and 
  
 (10) to comply with the rules or
regulations of any securities exchange or automated quotation system on which any of the Securities may be listed or traded. 
  

	SECTION 902. 	Supplemental Indentures with Consent of Holders. 

  
 With the consent of the Holders of not less than a majority in aggregate principal amount of all Outstanding Securities affected by such supplemental
indenture (voting as one class), the Issuers and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this
Indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided that the Issuers and the Trustee may not, without the consent of the Holder of each Outstanding Security affected thereby,

  
 (1) change the Stated Maturity of the principal of, or any
installment of principal of or interest, if any, on, any Security, or reduce the principal amount thereof or premium, if any, on or the rate of interest thereon or modify the provisions of this Indenture with respect to the subordination of the
Securities in a manner adverse to the Holders or adversely affect any right to convert or exchange any Security into any other security, or alter the method of computation of interest; 
  
 (2) change the Redemption Date for any debt security; 
  
 (3) change the Issuers’ obligations, if any, to pay additional amounts; 
  
 (4) reduce the principal amount of an Original Issue Discount Security
payable upon acceleration of Maturity; 
  
 (5) change the coin or
currency in which any Security or any premium or interest on any Security is payable; 
  
 (6) change the redemption right of any Holder; 
  

 50 








 (7) impair the right to institute suit for the enforcement of any payment of principal of, premium, if
any, or interest on, any Security; 
  
 (8) reduce the percentage
in principal amount of Securities required for any such supplemental indenture or for any waiver provided for in this Indenture; 
  
 (9) reduce quorum or voting requirements; 
  
 (10) change the Issuers’ obligations to maintain an office or agency for payment of Securities and the other matters specified herein; 
  
 (11) modify the provisions of this Indenture with respect to the
subordination of any Security in a manner adverse to the Holder thereof; or 
  
 (12) modify any of the provisions of this Indenture relating to the execution of supplemental indentures with the consent of Holders of Securities which are discussed in this Section or modify any provisions relating
to the waiver by Holders of Securities of past defaults and covenants, except to increase any required percentage or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby. 
  
 A supplemental
indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  
 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  

	SECTION 903. 	Execution of Supplemental Indentures. 

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

	SECTION 904. 	Effect of Supplemental Indentures. 

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

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	SECTION 905. 	Conformity with Trust Indenture Act. 

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

 

	SECTION 906. 	Reference in Securities to Supplemental Indentures. 

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

	SECTION 1001. 	Payment of Principal, Premium and Interest. 

  
 The Issuers covenant and agree for the benefit of each series of Securities that they will duly and punctually pay the principal of and any premium and
interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
  

	SECTION 1002. 	Maintenance of Office or Agency. 

  
 The Issuers will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuers in respect of the Securities of that series and this Indenture may be served.
The Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuers hereby appoint the Trustee as their agent to receive all such presentations,
surrenders, notices and demands. 
  
 The Issuers may also from
time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such
designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Issuers will give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency. 
  
 Except as otherwise specified with respect to a series of Securities as contemplated by Section 301, the Issuers hereby initially designate as the Place
of Payment for 

  

 52 








 
each series of Securities The City and State of New York, and initially appoint the Trustee at its Corporate Trust Office as the Issuers ‘office or
agency for each such purpose in such city. 
  

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

  
 If the Issuers or any of their Subsidiaries shall at any time act as Paying Agent with respect to any series of Securities, they will, on or before each
due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of their action or failure so to act. 
  
 Whenever the Issuers shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due
date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Issuers will promptly notify the Trustee of their action or failure so to act. 
  
 The Issuers will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section, that such Paying Agent will (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on Securities of that series in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Issuers (or any other obligor upon the Securities of that series) in the making of any payment of principal
(and premium, if any) or interest, if any, on the Securities of that series; and (3) during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series. 
  
 The
Issuers may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuers or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuers or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from
all further liability with respect to such money. 
  
 Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Issuers on Issuer Request, or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only
to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Issuers cause to be published once, in an Authorized Newspaper in each Place of Payment with respect to such 

  

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series, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 
  

	SECTION 1004. 	Statement by Officers as to Default. 

  
 The Issuers will deliver to the Trustee, within 150 days after the end of each fiscal year of the Issuers ending after the date hereof, an Officers’
Certificate, stating whether or not to the best knowledge of the signer thereof the Issuers are in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Issuers shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. 
  

	SECTION 1005. 	Existence. 

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

	SECTION 1006. 	Waiver of Certain Covenants. 

  
 The Issuers may omit in any particular instance to comply with any term, provision or condition set forth in Section 1005, with respect to the Securities
of any series if before the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of all affected series (voting as one class) shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Issuers and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  
 A waiver which changes or eliminates any term, provision or condition of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such term, provision or condition, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. 
  
 ARTICLE XI 
 REDEMPTION OF SECURITIES 
  

	SECTION 1101. 	Applicability of Article. 

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

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	SECTION 1102. 	Election to Redeem; Notice to Trustee. 

  
 The election of the Issuers to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuers of
less than all the Securities of any series, the Issuers shall, not less than 30 nor more than 60 days prior to the Redemption Date fixed by the Issuers (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (1) prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (2) pursuant to an election of the Issuers which is subject to a condition specified in the terms of such Securities, the Issuers shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction or condition. 
  

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

  
 If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed),
the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lottery for redemption of portions
(equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of
that series. 
  
 The Trustee shall promptly notify the Issuers in
writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
  
 For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 
  

	SECTION 1104. 	Notice of Redemption. 

  
 Notice of redemption shall be given by first-class mail (if international mail, by air mail), postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed, at such Holder’s address appearing in the Security Register. 
  
 All notices of redemption shall state: 
  
 (1) the Redemption Date, 
  
 (2) the Redemption Price, 
  

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 (3) if less than all the Outstanding Securities of any series and of a specified tenor are to be
redeemed, the identification (and, in the case of partial redemption of any Securities, the principal amounts) of the particular Securities to be redeemed, 
  
 (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and that interest thereon will
cease to accrue on and after said date, 
  
 (5) the place or
places where such Securities are to be surrendered for payment of the Redemption Price, and 
  
 (6) that the redemption is for a sinking fund, if such is the case. 
  
 Notice of redemption of Securities to be redeemed shall be given by the Issuers or, at the Issuers’ request, by the Trustee in the name and at the
expense of the Issuers. 
  

	SECTION 1105. 	Deposit of Redemption Price. 

  
 On or prior to any Redemption Date, the Issuers shall deposit with the Trustee or with a Paying Agent (or, if the Issuers are acting as their own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to
be redeemed on that date. 
  

	SECTION 1106. 	Securities Payable on Redemption Date. 

  
 Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Issuers shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Issuers at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301,
installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307. 
  
 If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
  

	SECTION 1107. 	Securities Redeemed in Part. 

  
 Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuers or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Issuers and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Issuers shall 

  

 56 








 
execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
  
 ARTICLE XII 
 SINKING FUNDS 
  

	SECTION 1201. 	Applicability of Article. 

  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series. 
  
 The
minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section
1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 
  

	SECTION 1202. 	Satisfaction of Sinking Fund Payments with Securities. 

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

	SECTION 1203. 	Redemption of Securities for Sinking Fund. 

  
 Not less than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee),
the Issuers will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202 and stating the basis for such credit and that such Securities have not been previously so
credited, and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 1103 and cause notice of the 

  

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redemption thereof to be given in the name of and at the expense of the Issuers in the manner provided in Section 1104. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 
  
 ARTICLE XIII 
 DEFEASANCE 
  

	SECTION 1301. 	Applicability of Article. 

  
 The provisions of this Article shall be applicable to each series of Securities except as otherwise specified as contemplated by Section 301 for
Securities of such series. 
  

	SECTION 1302. 	Legal Defeasance. 

  
 In addition to discharge of the Indenture pursuant to Section 401, the Issuers shall be deemed to have paid and discharged the entire indebtedness on all
the Securities of such a series on the 91st day after the date of the deposit referred to in Clause (1) below, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series and the Issuers’ right of optional redemption, if any, (ii) substitution of mutilated, destroyed, lost or stolen Securities, (iii) rights of Holders of Securities to receive
payments of principal thereof and interest thereon, upon the original stated due dates therefor or on the specified redemption dates therefor (but not upon acceleration), and remaining rights of the holders to receive mandatory sinking fund
payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, and the Issuers’ obligations in connection therewith (including, but not limited to, Section 607), (v) the rights, if any, to convert or exchange
the Securities of such series, (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, and (vii) the obligations of the Issuers
under Section 1002), and the Trustee, at the expense of the Issuers, shall, upon an Issuer Request, execute proper instruments acknowledging the same, if the conditions set forth below are satisfied (hereinafter, “defeasance”): 

 
 (1) The Issuers have irrevocably deposited or caused to be deposited with
the Trustee as trust funds in trust, for the purposes of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) cash in an amount, or (B) in the
case of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the
availability of cash, or (C) a combination thereof, certified to be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (i) the
principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date established pursuant to Clause (3) below, and (ii) any mandatory
sinking fund payments on the dates on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; 
  

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 (2) The Issuers have delivered to the Trustee an Opinion of Counsel based on the fact that (A) the
Issuers have received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and such opinion
shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; 
  
 (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such
redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; 
  
 (4) No Event of Default or event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing on the
date of such deposit; 
  
 (5) Such defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act); 
  
 (6) Such defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Issuers
are a party or by which they are bound; 
  
 (7) Such defeasance
shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered under such Act or exempt from registration
thereunder; and 
  
 (8) The Issuers have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with. 
  
 For this purpose, such defeasance means that the Issuers and any other
obligor upon the Securities of such series shall be deemed to have paid and discharged the entire debt represented by the Securities of such series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1304
and the rights and obligations referred to in Clauses (i) through (vii), inclusive, of the first paragraph of this Section, and to have satisfied all its other obligations under the Securities of such series and this Indenture insofar as the
Securities of such series are concerned. 
  

	SECTION 1303. 	Covenant Defeasance. 

  
 The Issuers and any other obligor, if any, shall be released on the 91st day after the date of the deposit referred to in Clause (1) below from their
obligations under Sections 704, 801 and 1005 with respect to the Securities of any series on and after the date the conditions set 

  

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forth below are satisfied (hereinafter, “covenant defeasance”), and the Securities of such series shall thereafter be deemed to be not
“Outstanding” for the purposes of any request, demand, authorization, direction, notice, waiver, consent or declaration or other action or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect to the Securities of such series, the Issuers may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, whether directly or indirectly by reason of any reference elsewhere herein to such Section or by reason of any reference in such Section 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 under Section 501, but, except as specified above, the remainder of this Indenture and the Securities of such series shall be unaffected thereby. The
following shall be the conditions to application of this Section 1303: 
  
 (1) The Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of the Securities of such series, (A) cash in an amount, or (B) in the case of any series of Securities the payments on which may only be made in legal coin or currency of the United States, U.S. Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure the availability of cash, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay (i) the principal and interest and premium, if any, on all Securities of such series on each date that such principal, interest or premium, if any, is due and payable or on any Redemption Date
established pursuant to Clause (2) below, and (ii) any mandatory sinking fund payments on the day on which such payments are due and payable in accordance with the terms of the Indenture and the Securities of such series; 
  
 (2) If the Securities are to be redeemed prior to Stated Maturity (other than
from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; 
  
 (3) No Event of Default or event which with notice or lapse of time or both
would become an Event of Default shall have occurred and be continuing on the date of such deposit; 
  
 (4) The Issuers have delivered to the Trustee an Opinion of Counsel which shall confirm that the Holders of the Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same time as would have been the case
if such deposit and covenant defeasance had not occurred; 
  
 (5)
Such covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act); 
  

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 (6) Such covenant defeasance shall not result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Issuers are a party or by which they are bound; 
  
 (7) Such covenant defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be
registered under such Act or exempt from registration thereunder; and 
  
 (8) The Issuers have delivered to the Trustee an Officers’ Certificate stating that all conditions precedent provided for relating to the covenant defeasance contemplated by this provision have been complied with. 
  

	SECTION 1304. 	Application by Trustee of Funds Deposited for Payment of Securities. 

  
 Subject to the provisions of the last paragraph of Section 1003, all moneys or U.S. Government Obligations deposited with the Trustee pursuant to Section
1302 or 1303 (and all funds earned on such moneys or U.S. Government Obligations) shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent), to the
Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated
from other funds except to the extent required by law. Subject to Sections 1302 and 1303, the Trustee shall promptly pay to the Issuers upon request any excess moneys held by it at any time. 
  

	SECTION 1305. 	Repayment to Issuers. 

  
 The Trustee and any Paying Agent promptly shall pay or return to the Issuers upon an Issuer Request any money and U.S. Government Obligations held by them
at any time that are not required for the payment of the principal of and any interest on the Securities of any series for which money or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303. 
  
 The provisions of the last paragraph of Section 1003 shall apply to any money
held by the Trustee or any Paying Agent under this Article that remains unclaimed for two years after the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited pursuant to Section 1302 or 1303.

  
 ARTICLE XIV 
 SUBORDINATION OF SECURITIES 
  

	SECTION 1401. 	Securities Subordinated to Senior Debt. 

  
 (1) The Issuers, for themselves, their successors and assigns, covenant and agree, and each Holder of Securities, by such Holder’s acceptance
thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any), and interest on each and all of the Securities is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all Senior Debt of the Issuers. 
  

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 (2) If (A) the Issuers default in the payment of any principal of, premium, if any, or interest, if any,
on any Senior Debt of the Issuers when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, or (B) any other default shall occur with respect to Senior Debt of the
Issuers and the maturity of such Senior Debt has been accelerated in accordance with its terms, then, upon written notice of such default to the Issuers and the Trustee by the holders of Senior Debt of the Issuers or any trustee therefor, unless and
until, in either case, the default has been cured or waived or has ceased to exist, or, any such acceleration has been rescinded or such Senior Debt has been paid in full, no direct or indirect payment (in cash, property, securities, by set-off or
otherwise) shall be made or agreed to be made on account of the principal of, premium, if any, or interest, if any, on any of the Securities, or in respect of any redemption, retirement, purchase or other acquisition of any of the Securities other
than those made in capital stock of the Issuers (or cash in lieu of fractional shares thereof). 
  
 (3) If any default occurs under the Senior Debt of the Issuers, pursuant to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or at the expiration of any applicable grace periods (a “Senior Nonmonetary Default”), then, upon the receipt by the Issuers and the Trustee of written notice
thereof (a “Payment Blockage Notice”) from or on behalf of holders of such Senior Debt of the Issuers specifying an election to prohibit such payment and other action by the Issuers in accordance with the following provisions of this
paragraph (3), the Issuers may not make any payment or take any other action that would be prohibited by paragraph (2) of this Section 1401 during the period (the “Payment Blockage Period”) commencing on the date of receipt of such Payment
Blockage Notice and ending on the earlier of (A) the date, if any, on which the holders of such Senior Debt or their representative notifies the Trustee that such Senior Nonmonetary Default is cured or waived or ceases to exist or the Senior Debt to
which such Senior Nonmonetary Default relates is discharged or (B) the 179th day after the date of receipt of such Payment Blockage Notice. Notwithstanding the provisions described in the immediately preceding sentence, the Issuers may resume
payments on the Securities following such Payment Blockage Period. 
  

	SECTION 1402. 	Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities. 

  
 Upon any distribution of assets of the Issuers upon any dissolution, winding up, liquidation or reorganization of the
Issuers, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Issuers or otherwise (subject to the power of a
court of competent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Debt of the Issuers and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan
or reorganization under applicable bankruptcy law), 
  
 (1) the
holders of all Senior Debt of the Issuers shall be entitled to receive payment in full of the principal thereof, premium, if any, interest, and any interest thereon, due thereon before the Holders of the Securities are entitled to receive any
payment upon the principal, premium, interest of or on the Securities or interest on overdue amounts thereof; and 
  

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 (2) any payment or distribution of assets of the Issuers of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee (on behalf of the Holders) would be entitled except for the provisions of this Article XIV shall be paid by the liquidating trustee or agent or other person making such
payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly to the holders of Senior Debt of the Issuers or their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Debt may have been issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of, premium, if any, interest, and any interest thereon, on the
Senior Debt of the Issuers held or represented by each, to the extent necessary to make payment in full of all Senior Debt of the Issuers remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such Senior
Debt; and 
  
 (3) in the event that, notwithstanding the
foregoing, any payment or distribution of assets of the Issuers of any kind or character, whether in cash, property or securities, shall be received by the Trustee (on behalf of the Holders) or the Holders of the Securities before all Senior Debt of
the Issuers is paid in full, such payment or distribution shall be paid over to the holders of such Senior Debt or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any
of such Senior Debt may have been issued, ratably as aforesaid, for application to the payment of all Senior Debt remaining unpaid until all such Senior Debt shall have been paid in full, after giving effect to any concurrent payment or distribution
to the holders of such Senior Debt. 
  
 Subject to the payment in
full of all Senior Debt of the Issuers, the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Debt to receive payments or distributions of cash, property or securities of the Issuers applicable to Senior Debt
of the Issuers until the principal, premium, interest, and any interest thereon, of or on the Securities shall be paid in full and no such payments or distributions to the Holders of the Securities of cash, property or securities otherwise
distributable to the Senior Debt of the Issuers shall, as between the Issuers, their creditors other than the holders of Senior Debt of the Issuers, and the Holders of the Securities, be deemed to be a payment by the Issuers to or on account of the
Securities. It is understood that the provisions of this Article XIV are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of Senior Debt of the Issuers, on the
other hand. Nothing contained in this Article XIV or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Issuers, their creditors other than the holders of Senior Debt of the Issuers, and the Holders of
the Securities, the obligation of the Issuers, which is unconditional and absolute, to pay to the Holders of the Securities the principal, premium, interest, and any interest thereon, of or on the Securities as and when the same shall become due and
payable in accordance with their terms, or to affect the relative rights of the Holders of the Securities and creditors of the Issuers other than the holders of Senior Debt of the Issuers, nor shall anything herein or in the Securities prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article XIV of the holders of such Senior Debt in respect of cash,
property or securities of the Issuers received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuers referred to in this Article XIV, the Trustee shall be entitled to conclusively rely upon a certificate of
the liquidating trustee or agent or other person making any distribution 

  

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to the Trustee for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Debt of the Issuers and other
indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article XIV. 
  
 The Trustee, however, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Issuers. The
Trustee shall not be liable to any such holder if it shall pay over or distribute to or on behalf of Holders of Securities or the Issuers moneys or assets to which any holder of Senior Debt of the Issuers shall be entitled by virtue of this Article
XIV. The rights and claims of the Trustee under Section 607 shall not be subject to the provisions of this Article XIV. 
  
 If the Trustee or any Holder of Securities does not file a proper claim or proof of debt in the form required in any proceeding referred to above prior to
30 days before the expiration of the time to file such claim in such proceeding, then the holder of any Senior Debt of the Issuers is hereby authorized, and has the right, to file an appropriate claim or claims for or on behalf of such Holder of
Securities. 
  

	SECTION 1403. 	Payments on Securities Permitted. 

  
 Nothing contained in this Indenture or in any of the Securities shall (1) affect the obligation of the Issuers to make, or prevent the Issuers from
making, at any time except as provided in Sections 1401 and 1402, payments of principal, premium, interest, and any interest thereon, of or on the Securities or (2) prevent the application by the Trustee of any moneys deposited with it hereunder to
the payment of or on account of the principal, premium, interest or other amounts, and any interest thereon, of or on the Securities unless the Trustee shall have received at its Corporate Trust Office written notice of any event prohibiting the
making of such payment two Business Days (A) prior to the date fixed for such payment, (B) prior to the execution of an instrument to satisfy and discharge this Indenture based upon the deposit of funds under Section 401(1)(b), (C) prior to the
execution of an instrument acknowledging the defeasance of such Securities pursuant to Section 1302 or (D) prior to any deposit pursuant to clause (1) of Section 1303 with respect to such Securities. 
  

	SECTION 1404. 	Authorization of Holders of Securities to Trustee to Effect Subordination. 

  
 Each Holder of Securities by such Holder’s acceptance thereof, whether upon original issue or upon transfer or assignment, authorizes and directs the
Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article XIV and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

  

	SECTION 1405. 	Notices to Trustee. 

  
 The Issuers shall give prompt written notice to a Responsible Officer of the Trustee located at the Corporate Trust Office of the Trustee of any fact
known to the Issuers which would prevent the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XIV or any other provisions of this Indenture, neither the Trustee nor any Paying
Agent (other than the Issuers) shall be charged with 

  

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knowledge of the existence of any Senior Debt of the Issuers or of any event which would prohibit the making of any payment of moneys to or by the Trustee or
such Paying Agent, unless and until the Trustee or such Paying Agent shall have received (in the case of the Trustee, at its Corporate Trust Office) written notice thereof from the Issuers or from the holder of any Senior Debt of the Issuers or from
the trustee for or representative of any Senior Debt of the Issuers together with proof satisfactory to the Trustee of such holding of such Senior Debt or of the authority of such trustee or representative; provided, however, that if at least two
Business Days prior to the date upon which by the terms hereof any such moneys may become payable for any purpose (including, without limitation, the payment of the principal, premium, interest, of or on any Security, or any interest thereon) or the
date on which the Trustee shall execute an instrument acknowledging satisfaction and discharge of this Indenture or the defeasance of Securities pursuant to Section 1302 or the date on which a deposit pursuant to clause (1) of Section 1303 is made,
the Trustee shall not have received with respect to such moneys or the moneys deposited with it as a condition to such satisfaction and discharge or defeasance the notice provided for in this Section 1405, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by it
on or after such two Business Days prior to such date. The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt of the Issuers (or a trustee or
representative on behalf of such holder) to establish that such a notice has been given by a holder of Senior Debt of the Issuers or a trustee or representative on behalf of any such holder. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a holder of Senior Debt of the Issuers to participate in any payment or distribution pursuant to this Article XIV, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of the Issuers held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights
of such Person under this Article XIV and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
  

	SECTION 1406. 	Trustee as Holder of Senior Debt. 

  
 The Trustee shall be entitled to all the rights set forth in this Article XIV in respect of any Senior Debt of the Issuers at any time held by it to the
same extent as any other holder of Senior Debt of the Issuers and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder. 
  

	SECTION 1407. 	Modification of Terms of Senior Debt. 

  
 Any renewal or extension of the time of payment of any Senior Debt of the Issuers or the exercise by the holders of Senior Debt of the Issuers of any of
their rights under any instrument creating or evidencing such Senior Debt, including without limitation the waiver of default thereunder, may be made or done all without notice to or assent from Holders of the Securities or the Trustee. 

 

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 No compromise, alteration, amendment, modification, extension, renewal or other change of, or waiver,
consent or other action in respect of, any liability or obligation under or in respect of, or of any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Debt of the Issuers is outstanding or of such
Senior Debt, whether or not such release is in accordance with the provisions of any applicable document, shall in any way alter or affect any of the provisions of this Article XIV or of the Securities relating to the subordination thereof.

  
 This instrument may be executed with counterpart signature
pages or in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 [Note: The following Article XV will be included only when the indebtedness of the Issuers is being guaranteed. If there are any guarantors
of such indebtedness, the guarantors will also become parties to this Indenture, as such Indenture is revised to reflect the presence of such guarantors. 
  
 ARTICLE XV 
 GUARANTEES

  

	SECTION 1501. 	Guarantees. 

  
 Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Security or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, and the premium and interest on, the Security shall be promptly paid in full when
due, whether at the maturity or interest payment or redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, and premium and interest on, the Securities, if lawful, and all other obligations of the Issuers
to the Holders or the Trustee under this Indenture and the Securities shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Securities; and (b) in case of any extension of time of payment or renewal
of any Securities or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment
when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest
extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions of this Indenture and the Securities, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance that might otherwise constitute a
legal or equitable discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuers, any right to require a proceeding 

  

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first against the Issuers, protest, notice and all demands whatsoever and covenant that the guarantees given by the Subsidiary Guarantors pursuant to this
Article XV (the “Guarantees”) shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture. 
  
 If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or the Subsidiary Guarantors, or
any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall
be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. 
  
 Each Subsidiary Guarantor further agrees
that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of these
Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article V
hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of the Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying
Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. 
  

	SECTION 1502. 	Limitation of Guarantor’s Liability. 

  
 Each Subsidiary Guarantor and, by its acceptance hereof, each Holder hereby confirms that it is its intention that the Guarantee by such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the
Guarantees. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the Obligation of such Subsidiary Guarantor under its Guarantee under this Article XV shall be limited to the maximum amount as shall, after giving
effect to such maximum amount and all other (contingent or otherwise) liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Subsidiary Guarantor pursuant to any
agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Issuers of payments made by guarantees by such parties, result in the obligations of such Subsidiary Guarantor in respect of such maximum
amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of either of the Issuers or any Subsidiary Guarantor
in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Issuer shall be entitled to a ratable share of all payments by
such Subsidiary Guarantor in respect of such concurrent claims. 
  

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	SECTION 1503. 	Execution and Delivery of Guarantees. 

  
 To evidence the Guarantees set forth in Section 1501 hereof, each Subsidiary Guarantor hereby agrees that a notation (in such form as may be agreed upon
by the Subsidiary Guarantors and the Trustee) shall be endorsed by an officer of such Subsidiary Guarantor on each Security authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor
by a duly authorized officer. 
  
 Each Subsidiary Guarantor hereby
agrees that the Guarantees set forth in Section 1501 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of the Guarantees. 
  
 If an officer whose signature is on this Indenture or on the Guarantees no longer holds that office at the time the Trustee
authenticates the Security on which the notation of the Guarantees are endorsed, the Guarantees shall be valid nevertheless. 
  
 The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set forth in this
Indenture on behalf of the Subsidiary Guarantors. 
  

	SECTION 1504. 	Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms. 

  
 Except as set forth in Article VIII hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of
the Partnership or a Subsidiary Guarantor with or into the Partnership or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the
Partnership or another Subsidiary Guarantor. 
  
 Except as set
forth in Articles VIII hereof, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into another Person other than the Partnership or another Subsidiary Guarantor
(whether or not affiliated with the Subsidiary Guarantor), or successive consolidations or mergers in which a Subsidiary Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale or conveyance of the property of
a Subsidiary Guarantor as an entirety or substantially as an entirety, to a person other than the Partnership (whether or not affiliated with the Subsidiary Guarantor) authorized to acquire and operate the same; provided, however, that such
transaction meets all of the following requirements: (i) each Subsidiary Guarantor hereby covenants and agrees that, upon any such consolidation, merger, sale or conveyance, the Guarantee contained herein, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor, shall be expressly assumed (in the event that the Subsidiary Guarantor is not the surviving entity in the merger or consolidation), by
supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person formed by such consolidation, or into which the Subsidiary Guarantor shall have been merged, or by the Person that shall have acquired
such property, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person by supplemental
indenture, executed and delivered to the 

  

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Trustee and satisfactory in form to the Trustee, of the Guarantees contained herein and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor
thereupon may cause to be signed any or all of the notations of the Guarantees to be endorsed upon all of the Securities issuable hereunder that theretofore have not been signed by the Issuers and delivered to the Trustee. All the Guarantees so
issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of
the execution hereof. 
  

	SECTION 1505. 	“Trustee” to Include Paying Agent. 

  
 In case at any time any Paying Agent other than the Trustee shall have been appointed by the Issuers and be then acting hereunder, the term
“Trustee” as used in this Article XV shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such
Paying Agent were named in this Article XV in place of the Trustee.] 
  

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

			
	INERGY, L.P.
		
	 By:
	 	 Inergy GP, LLC,

	 	 	 Its General Partner

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

			
	INERGY FINANCE CORP.
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

			
	U.S. BANK NATIONAL ASSOCIATION
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

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