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EXHIBIT 4.1    
    


FORM
OF SENIOR INDENTURE 






 

TRANSOCEAN INC.



as Issuer


and 


WELLS
FARGO BANK, NATIONAL ASSOCIATION 


as Trustee  




 Indenture  


Dated as
of                                    ,
            




Debt
Securities 






 






 
 

TRANSOCEAN INC.
  
    Reconciliation and tie between Trust Indenture Act of 1939
  and Indenture, dated as
of                             ,           








	Section of

Trust Indenture

Act of 1939
	 
	 	Section(s) of

Indenture

	§ 310	(a)(1)	 	7.10
	 	(a)(2)	 	7.10
	 	(a)(3)	 	Not Applicable
	 	(a)(4)	 	Not Applicable
	 	(a)(5)	 	7.10
	 	(b)	 	7.08, 7.10
	§ 311	(a)	 	7.11
	 	(b)	 	7.11
	 	(c)	 	Not Applicable
	§ 312	(a)	 	2.07
	 	(b)	 	10.03
	 	(c)	 	10.03
	§ 313	(a)	 	7.06
	 	(b)	 	7.06
	 	(c)	 	7.06
	 	(d)	 	7.06
	§ 314	(a)	 	4.03, 4.04
	 	(b)	 	Not Applicable
	 	(c)(1)	 	10.04
	 	(c)(2)	 	10.04
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	10.05
	§ 315	(a)	 	7.01(b)
	 	(b)	 	7.05
	 	(c)	 	7.01(a)
	 	(d)	 	7.01(c)
	 	(d)(1)	 	7.01(c)(1)
	 	(d)(2)	 	7.01(c)(2)
	 	(d)(3)	 	7.01(c)(3)
	 	(e)	 	6.11
	§ 316	(a)(1)(A)	 	6.05
	 	(a)(1)(B)	 	6.04
	 	(a)(2)	 	Not Applicable
	 	(a)(last sentence)	 	2.11
	 	(b)	 	6.07
	§ 317	(a)(1)	 	6.08
	 	(a)(2)	 	6.09
	 	(b)	 	2.06
	§ 318	(a)	 	10.01







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 INCORPORATION BY REFERENCE	 	1
	 	
 SECTION 1.01	

Definitions	
 	

1
	 	SECTION 1.02	Other Definitions	 	4
	 	SECTION 1.03	Incorporation by Reference of Trust Indenture Act	 	4
	 	SECTION 1.04	Rules of Construction	 	4
	

ARTICLE II         THE SECURITIES	
 	

5
	 	
 SECTION 2.01	

Amount Unlimited; Issuable in Series	
 	

5
	 	SECTION 2.02	Denominations	 	7
	 	SECTION 2.03	Forms Generally	 	7
	 	SECTION 2.04	Execution, Authentication, Delivery and Dating	 	8
	 	SECTION 2.05	Registrar and Paying Agent	 	9
	 	SECTION 2.06	Paying Agent to Hold Money in Trust	 	10
	 	SECTION 2.07	Holder Lists	 	10
	 	SECTION 2.08	Transfer and Exchange	 	10
	 	SECTION 2.09	Replacement Securities	 	11
	 	SECTION 2.10	Outstanding Securities	 	11
	 	SECTION 2.11	Original Issue Discount, Foreign-Currency Denominated and Treasury Securities	 	11
	 	SECTION 2.12	Temporary Securities	 	12
	 	SECTION 2.13	Cancellation	 	12
	 	SECTION 2.14	Payments; Defaulted Interest	 	12
	 	SECTION 2.15	Persons Deemed Owners	 	12
	 	SECTION 2.16	Computation of Interest	 	13
	 	SECTION 2.17	Global Securities; Book-Entry Provisions	 	13
	

ARTICLE III       REDEMPTION	
 	

15
	 	
 SECTION 3.01	

Applicability of Article	
 	

15
	 	SECTION 3.02	Notice to the Trustee	 	15
	 	SECTION 3.03	Selection of Securities To Be Redeemed	 	15
	 	SECTION 3.04	Notice of Redemption	 	15
	 	SECTION 3.05	Effect of Notice of Redemption	 	16
	 	SECTION 3.06	Deposit of Redemption Price	 	16
	 	SECTION 3.07	Securities Redeemed or Purchased in Part	 	17
	 	SECTION 3.08	Purchase of Securities	 	17
	 	SECTION 3.09	Mandatory and Optional Sinking Funds	 	17
	 	SECTION 3.10	Satisfaction of Sinking Fund Payments with Securities	 	17
	 	SECTION 3.11	Redemption of Securities for Sinking Fund	 	18
	

ARTICLE IV       COVENANTS	
 	

18
	 	
 SECTION 4.01	

Payment of Securities	
 	

18
	 	SECTION 4.02	Maintenance of Office or Agency	 	19
	 	SECTION 4.03	SEC Reports; Financial Statements	 	19
	 	SECTION 4.04	Compliance Certificate	 	20
	 	SECTION 4.05	Corporate Existence	 	20
	 	SECTION 4.06	Waiver of Stay, Extension or Usury Laws	 	20
	 	SECTION 4.07	Additional Amounts	 	20
	 	 	 	 






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ARTICLE V         SUCCESSORS	
 	

21
	 	
 SECTION 5.01	

Limitations on Mergers and Consolidations	
 	

21
	 	SECTION 5.02	Successor Person Substituted	 	21
	

ARTICLE VI       DEFAULTS AND REMEDIES	
 	

22
	 	
 SECTION 6.01	

Events of Default	
 	

22
	 	SECTION 6.02	Acceleration	 	23
	 	SECTION 6.03	Other Remedies	 	24
	 	SECTION 6.04	Waiver of Defaults	 	24
	 	SECTION 6.05	Control by Majority	 	24
	 	SECTION 6.06	Limitations on Suits	 	24
	 	SECTION 6.07	Rights of Holders to Receive Payment	 	25
	 	SECTION 6.08	Collection Suit by Trustee	 	25
	 	SECTION 6.09	Trustee May File Proofs of Claim	 	25
	 	SECTION 6.10	Priorities	 	26
	 	SECTION 6.11	Undertaking for Costs	 	26
	

ARTICLE VII      TRUSTEE	
 	

27
	 	
 SECTION 7.01	

Duties of Trustee	
 	

27
	 	SECTION 7.02	Rights of Trustee	 	27
	 	SECTION 7.03	May Hold Securities	 	28
	 	SECTION 7.04	Trustee's Disclaimer	 	28
	 	SECTION 7.05	Notice of Defaults	 	28
	 	SECTION 7.06	Reports by Trustee to Holders	 	28
	 	SECTION 7.07	Compensation and Indemnity	 	29
	 	SECTION 7.08	Replacement of Trustee	 	29
	 	SECTION 7.09	Successor Trustee by Merger, etc.	 	31
	 	SECTION 7.10	Eligibility; Disqualification	 	31
	 	SECTION 7.11	Preferential Collection of Claims Against the Company	 	31
	

ARTICLE VIII    DISCHARGE OF INDENTURE	
 	

32
	 	
 SECTION 8.01	

Termination of the Company's Obligations	
 	

32
	 	SECTION 8.02	Application of Trust Money	 	35
	 	SECTION 8.03	Repayment to Company	 	35
	 	SECTION 8.04	Reinstatement	 	35
	

ARTICLE IX       SUPPLEMENTAL INDENTURES AND AMENDMENTS	
 	

35
	 	
 SECTION 9.01	

Without Consent of Holders	
 	

35
	 	SECTION 9.02	With Consent of Holders	 	36
	 	SECTION 9.03	Compliance with Trust Indenture Act	 	38
	 	SECTION 9.04	Revocation and Effect of Consents	 	38
	 	SECTION 9.05	Notation on or Exchange of Securities	 	38
	 	SECTION 9.06	Trustee to Sign Amendments, etc	 	39
	 	 	 	 




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ARTICLE X         MISCELLANEOUS	
 	

39
	 	
 SECTION 10.01	

Trust Indenture Act Controls	
 	

39
	 	SECTION 10.02	Notices	 	39
	 	SECTION 10.03	Communication by Holders with Other Holders	 	40
	 	SECTION 10.04	Certificate and Opinion as to Conditions Precedent	 	40
	 	SECTION 10.05	Statements Required in Certificate or Opinion	 	40
	 	SECTION 10.06	Rules by Trustee and Agents	 	41
	 	SECTION 10.07	Legal Holidays	 	41
	 	SECTION 10.08	No Recourse Against Others	 	41
	 	SECTION 10.09	Governing Law	 	41
	 	SECTION 10.10	No Adverse Interpretation of Other Agreements	 	41
	 	SECTION 10.11	Successors	 	41
	 	SECTION 10.12	Severability	 	41
	 	SECTION 10.13	Counterpart Originals	 	41
	 	SECTION 10.14	Table of Contents, Headings, etc.	 	41




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        INDENTURE dated as of                ,            between
Transocean Inc., a company organized under the laws of the Cayman Islands (the "Company"), and Wells
Fargo Bank, National Association, as trustee (the "Trustee"). 


        Each
party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company's unsecured debentures, notes or other evidences of
indebtedness (the "Securities") to be issued from time to time in one or more series as provided in this Indenture: 


 
 

ARTICLE I
  
    DEFINITIONS AND INCORPORATION BY REFERENCE    



SECTION 1.01    Definitions.


        "Additional
Amounts" means any additional amounts required by the express terms of a Security or by or pursuant to a Board Resolution, under circumstances specified therein or pursuant
thereto, to be paid by the Company with respect to certain taxes, assessments or other governmental charges imposed on certain Holders and that are owing to such Holders. 


        "Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person.
For purposes of this definition, "control" of a Person shall mean 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" shall have meanings correlative to the foregoing. 


        "Agent"
means any Registrar or Paying Agent. 


        "Bankruptcy
Law" means Title 11 of the United States Code or any similar federal, state or foreign law for the relief of debtors. 



        "Board
of Directors" means the Board of Directors of the Company or any committee thereof duly authorized, with respect to any particular matter, to act by or on behalf of the Board of
Directors of the Company. 


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


        "Business
Day" means any day that is not a Legal Holiday. 


        "Company"
means the Person named as the "Company" 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 "Company" shall mean such successor Person; provided, however, that for purposes of any provision contained herein which is
required by the TIA, "Company" shall also mean each other obligor (if any) on the Securities of a series. 


        "Company
Order" and "Company Request" mean, respectively, a written order or request signed in the name of the Company by two Officers of the Company, and delivered to the Trustee. 



        "Corporate
Trust Office of the Trustee" means the office of the Trustee located at 1445 Ross Avenue, 2nd Floor, MAC T5303-02J, Dallas, TX 75202, Attention: Corporate Trust
Services, and as may be located at such other address as the Trustee may give notice to the Company. 


        "Default"
means any event, act or condition that is, or after notice or the passage of time or both would be, an Event of Default. 


1







 



        "Depositary"
means, with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person specified pursuant to Section 2.01 hereof as the
initial Depositary with respect to the Securities of such series, until a successor shall have been appointed and become such pursuant to the applicable provision of this Indenture, and thereafter
"Depositary" shall mean or include such successor. 


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



        "Exchange
Act" means the Securities Exchange Act of 1934, as amended, and any successor statute. 


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


        "Global
Security" means a Security that is issued in global form in the name of the Depositary with respect thereto or its nominee. 



        "Government
Obligations" means, with respect to a series of Securities, direct obligations of the government that issues the currency in which the Securities of the series are payable
for the payment of which the full faith and credit of such government is pledged, or obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government,
the payment of which is unconditionally guaranteed as a full faith and credit obligation by such government. 


        "Holder"
means a Person in whose name a Security is registered. 



        "Indenture"
means this Indenture as amended or supplemented from time to time pursuant to the provisions hereof, and includes the terms of a particular series of Securities established
as contemplated by Section 2.01. 


        "interest"
means, with respect to an Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable after Maturity. 


        "Interest
Payment Date," when used with respect to any Security, shall have the meaning assigned to such term in the Security as contemplated by Section 2.01. 



        "Issue
Date" means, with respect to Securities of a series, the date on which the Securities of such series are originally issued under this Indenture. 


        "Legal
Holiday" means a Saturday, a Sunday or a day on which banking institutions in any of The City of New York, New York; Houston, Texas or a Place of Payment are authorized or
obligated by law, regulation or executive order to remain closed. 


        "Maturity"
means, with respect to any Security, 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 thereof, or by declaration of acceleration, call for redemption or otherwise. 



        "Officer"
means the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Controller, any Assistant Controller, the Secretary or any Assistant Secretary of a Person. 


        "Officers'
Certificate" means a certificate signed by two Officers of a Person. 


2







 



        "Opinion
of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. Such counsel may be an employee of or counsel to the Company or the Trustee. 


        "Original
Issue Discount Security" means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 6.02. 


        "Person"
means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint stock company, trust, unincorporated
organization or government or other agency, instrumentality or political subdivision thereof or other entity of any kind. 


        "Place
of Payment" means, with respect to the Securities of any series, the place or places where the principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of that series are payable as specified in accordance with Section 2.01 subject to the provisions of Section 4.02. 


        "principal"
of a Security means the principal of the Security plus, when appropriate, the premium, if any, on the Security. 


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


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


        "Responsible
Officer" means any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to
whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture. 


        "Rule 144A
Securities" means Securities of a series designated pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b). 


        "SEC"
means the Securities and Exchange Commission. 


        "Securities"
has the meaning stated in the preamble of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 


        "Security
Custodian" means, with respect to Securities of a series issued in global form, the Trustee for Securities of such series, as custodian with respect to the Securities of such
series, or any successor entity thereto. 


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



        "Subsidiary"
means a Person at least a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock having voting power for the election of directors, whether at all times or only so long as
no senior class of stock has such voting power by reason of any contingency. 


        "TIA"
means the Trust Indenture Act of 1939, as amended, as in effect on the date hereof. 


3







 



        "Trustee"
means the Person named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter "Trustee" means 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 means the Trustee with respect to Securities of
that series. 


        "United
States" means the United States of America (including the States and the District of Columbia) and its territories and possessions, which include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands. 


        "U.S.
Government Obligations" means Government Obligations with respect to Securities payable in Dollars. 


SECTION 1.02    Other Definitions.



	Term
 
	 	Defined

in Section

	"Agent Members"	 	2.17
	"Bankruptcy Custodian"	 	6.01
	"Conversion Event"	 	6.01
	"covenant defeasance"	 	8.01
	"Event of Default"	 	6.01
	"Exchange Rate"	 	2.11
	"Judgment Currency"	 	6.10
	"legal defeasance"	 	8.01
	"mandatory sinking fund payment"	 	3.09
	"optional sinking fund payment"	 	3.09
	"Paying Agent"	 	2.05
	"Registrar"	 	2.05
	"Required Currency"	 	6.10
	"Successor"	 	5.01





SECTION 1.03    Incorporation by Reference of Trust Indenture Act.


        Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture (and if the Indenture is not qualified under the
TIA at that time, as if it were so qualified unless otherwise provided). The following TIA terms used in this Indenture have the following meanings: 


        "Commission"
means the SEC. 


        "indenture
securities" means the Securities. 


        "indenture
security holder" means a Holder. 


        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the indenture securities means the Company or any other obligor on the Securities. 



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


SECTION 1.04    Rules of Construction.


        Unless
the context otherwise requires: 



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



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


        (3)   "or"
is not exclusive; 


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


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


        (6)   all
references in this instrument to Articles and Sections are references to the corresponding Articles and Sections in and of this instrument. 



 
 

ARTICLE II
  
    THE SECURITIES    



SECTION 2.01    Amount Unlimited; Issuable in Series.


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


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



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


        (2)   if
there is to be a limit, the limit upon the aggregate principal amount of the Securities of the series that 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 2.08, 2.09, 2.12,
2.17, 3.07 or 9.05 and except for any Securities which, pursuant to Section 2.04 or 2.17, are deemed never to have been authenticated and delivered hereunder); provided,
however, that unless otherwise provided in the terms of the series, the authorized aggregate principal amount of such series may be increased before or after the issuance of
any Securities of the series by a Board Resolution (or action pursuant to a Board Resolution) to such effect; 


        (3)   whether
any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent
global form, as Global Securities or otherwise, and, if so, whether beneficial owners of interests in any such Global Security may exchange such interests for Securities of such series and of like
tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 2.17, and the initial Depositary
and Security Custodian, if any, for any Global Security or Securities of such series; 


        (4)   the
manner in which any interest payable on a temporary Global Security on any Interest Payment Date will be paid if other than in the manner provided in
Section 2.14; 


        (5)   the
date or dates on which the principal of and premium (if any) on the Securities of the series is payable or the method of determination thereof; 



5







 




        (6)   the
rate or rates, or the method of determination thereof, at which the Securities of the series shall bear interest, if any, whether and under what circumstances
Additional Amounts with respect to such Securities shall be payable, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the
record date for the interest payable on any Securities on any Interest Payment Date, or if other than provided herein, the Person to whom any interest on Securities of the series shall be payable; 


        (7)   the
place or places where, subject to the provisions of Section 4.02, the principal of, premium (if any) and interest on and any Additional Amounts with respect
to the Securities of the series shall be payable; 


        (8)   the
period or periods within which, the price or prices (whether denominated in cash, securities or otherwise) at which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option, and the manner in which the Company must exercise any such option,
if different from those set forth herein; 


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


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


        (11) if
other than Dollars, the currency or currencies (including composite currencies) or the form, including equity securities, other debt securities (including
Securities), warrants or any other securities or property of the Company or any other Person, in which payment of the principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of the series shall be payable; 


        (12) if
the principal of, premium (if any) or interest on or any Additional Amounts with respect to the Securities of the series are to be payable, at the election of the
Company or a Holder thereof, in a currency or currencies (including composite currencies) other than that in which the Securities are stated to be payable, the currency or currencies (including
composite currencies) in which payment of the principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of such series as to which such election is made
shall be payable, and the periods within which and the terms and conditions upon which such election is to be made; 



        (13) if
the amount of payments of principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of the series may be determined
with reference to any commodities, currencies or indices, values, rates or prices or any other index or formula, the manner in which such amounts shall be determined; 


        (14) if
other than the entire principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of
acceleration of the Maturity thereof pursuant to Section 6.02; 


        (15) any
additional means of satisfaction and discharge of this Indenture and any additional conditions or limitations to discharge with respect to Securities of the series
pursuant to Article VIII or any modifications of or deletions from such conditions or limitations; 



6







 




        (16) any
deletions or modifications of or additions to the Events of Default set forth in Section 6.01 or covenants of the Company set forth in Article IV
pertaining to the Securities of the series; 


        (17) any
restrictions or other provisions with respect to the transfer or exchange of Securities of the series, which may amend, supplement, modify or supersede those
contained in this Article II; 


        (18) if
the Securities of the series are to be convertible into or exchangeable for capital stock, other debt securities (including Securities), warrants, other equity
securities or any other securities or property of the Company or any other Person, at the option of the Company or the Holder or upon the occurrence of any condition or event, the terms and conditions
for such conversion or exchange; 


        (19) if
the Securities of the series are to be entitled to the benefit of Section 4.03(b) (and accordingly constitute Rule 144A Securities), that fact; and 


        (20) any
other terms of the series (which terms shall not be prohibited by the provisions of this Indenture). 




        All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 2.03) set forth, or determined in the manner provided, in the Officers' Certificate or Company Order referred to above or in any such indenture supplemental
hereto. 


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


SECTION 2.02    Denominations.



        The
Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to
the Securities of any series, the Securities of such series denominated in Dollars shall be issuable in denominations of $1,000 and any integral multiples thereof. 


SECTION 2.03    Forms Generally.


        The
Securities of each series shall be in fully registered form and in substantially such form or forms (including temporary or permanent global form) established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto. The Securities may have notations, legends or endorsements required by law, securities exchange rule, the Company's certificate of
incorporation, bylaws or other similar governing documents, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable
to the Company). A copy of the Board Resolution establishing the form or forms of Securities of any series shall be delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 2.04 for the authentication and delivery of such Securities. 



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


7







 



        The
Trustee's certificate 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. 



	

 	
 	

  
	
, as Trustee
	

 	
 	

By:	

  
        Authorized Signatory".





SECTION 2.04    Execution, Authentication, Delivery and Dating.


        Two
Officers of the Company shall sign the Securities on behalf of the Company by manual or facsimile signature. If an Officer of the Company whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall be valid nevertheless. 


        A
Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of
the Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Notwithstanding the foregoing, if any Security has been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company delivers such Security to the Trustee for cancellation as provided in Section 2.13, together with a written
statement (which need not comply with Section 10.05 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 



        At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, and the Trustee shall authenticate and deliver such Securities for original issue upon a Company Order for the authentication and delivery of such Securities or pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by Company Order. Such order shall specify the amount of the Securities to be authenticated, the date on which the original
issue of Securities is to be authenticated, the name or names of the initial Holder or Holders and any other terms of the Securities of such series not otherwise determined. If provided for in such
procedures, such Company Order may authorize (1) authentication and delivery of Securities of such series for original issue from time to time, with certain terms (including, without
limitation, the Maturity dates or dates, original issue date or dates and interest rate or rates) that differ from Security to Security and (2) may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. 


        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 Section 2.01, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive (in addition to the Company Order referred to
above and the other documents required by Section 10.04), and (subject to Section 7.01) shall be fully protected in relying upon: 


        (a)   an
Officers' Certificate setting forth the Board Resolution and, if applicable, an appropriate record of any action taken pursuant thereto, as contemplated by the last
paragraph of Section 2.01; and 


        (b)   an
Opinion of Counsel to the effect that: 



        (i)    the
form of such Securities has been established in conformity with the provisions of this Indenture; 


        (ii)   the
terms of such Securities have been established in conformity with the provisions of this Indenture; and 



8







 




        (iii)  that
such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws in effect from time to time affecting the rights of creditors generally, and the application
of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 




        If
all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Officers' Certificate and Opinion of Counsel at the time of issuance of each
such Security, but such Officers' Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first Security of the series to be issued. 


        The
Trustee shall not be required to authenticate such Securities if the issuance of such Securities pursuant to this Indenture would affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner not reasonably acceptable to the Trustee. 


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


        Each
Security shall be dated the date of its authentication. 


SECTION 2.05    Registrar and Paying Agent.


        The
Company shall maintain an office or agency for each series of Securities where Securities of such series may be presented for registration of transfer or exchange ("Registrar") and
an office or agency where Securities of such series may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Securities of such series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent"
includes any additional paying agent. 


        The
Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any Subsidiary may act as Paying
Agent or Registrar. 


        The
Company initially appoints the Trustee as Registrar and Paying Agent. 


9







 



SECTION 2.06    Paying Agent to Hold Money in Trust.



        The
Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal of, premium, if any, or interest on or any Additional Amounts with respect to Securities and will notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon payment over to the Trustee and upon accounting for any funds disbursed, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent. Each Paying Agent shall otherwise comply with TIA § 317(b). 


SECTION 2.07    Holder Lists.


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


SECTION 2.08    Transfer and Exchange.


        Except
as set forth in Section 2.17 or as may be provided pursuant to Section 2.01: 


        When
Securities of any series are presented to the Registrar with the request to register the transfer of such Securities or to exchange such Securities for an equal principal amount of
Securities of the same series of like tenor and of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements and the requirements
of this Indenture for such transactions are met; provided, however, that the Securities presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by the Holder thereof or by his attorney, duly
authorized in writing, on which instruction the Registrar can rely. 


        To
permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar's written request and submission of the
Securities or Global Securities. No service charge shall be made to a Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges
pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall authenticate Securities in accordance with the provisions of Section 2.04. Notwithstanding any other provisions of this
Indenture to the contrary, the Company shall not be required to register the transfer or exchange of (a) any Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part, or (b) any Security during the period beginning 15 Business Days prior to the mailing of notice of any offer to repurchase
Securities of the series required pursuant to the terms thereof or of redemption of Securities of a series to be redeemed and ending at the close of business on the day of mailing. 


10







 



SECTION 2.09    Replacement Securities.


        If
any mutilated Security is surrendered to the Trustee, or if the Holder of a Security claims that the Security has been destroyed, lost or stolen and the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of such Security, the Company shall issue and the Trustee shall authenticate a replacement Security of the same series if the
Trustee's requirements are met. If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent or any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge a Holder for their expenses in
replacing a Security. 


        Every
replacement Security is an additional obligation of the Company. 


SECTION 2.10    Outstanding Securities.


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



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


        If
the principal amount of any Security is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. 


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


SECTION 2.11    Original Issue Discount, Foreign-Currency Denominated and Treasury Securities.



        In
determining whether the Holders of the required principal amount of Securities have concurred in any direction, amendment, supplement, waiver or consent, (a) the principal
amount of an Original Issue Discount Security shall be the principal amount thereof that would be due and payable as of the date of such determination upon acceleration of the Maturity thereof
pursuant to Section 6.02, (b) the principal amount of a Security denominated in a foreign currency shall be the Dollar equivalent, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for such currency, as such rate is certified for customs purposes by the Federal Reserve Bank of New York (the "Exchange Rate") on the date of
original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent, as determined by the Company by reference to the Exchange
Rate on the date of original issuance of such Security, of the amount determined as provided in (a) above), of such Security and (c) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded, except that, for the purpose of determining whether the Trustee shall be protected in relying upon
any such direction, amendment, supplement, waiver or consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. 


11







 



SECTION 2.12    Temporary Securities.


        Until
definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities, but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities in exchange for temporary Securities. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under
this Indenture as definitive Securities. 


SECTION 2.13    Cancellation.


        The
Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange, payment or redemption or for credit against any sinking fund payment. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange,
payment, redemption, replacement or cancellation or for credit against any sinking fund. Unless the Company shall direct in writing that canceled Securities be returned to it, after written notice to
the Company all canceled Securities held by the Trustee shall be disposed of in accordance with the usual disposal procedures of the Trustee, and the Trustee shall maintain a record of their disposal.
The Company may not issue new Securities to replace Securities that have been paid or that have been delivered to the Trustee for cancellation. 


SECTION 2.14    Payments; Defaulted Interest.


        Unless
otherwise provided as contemplated by Section 2.01, interest (except defaulted interest) on any Security that is payable, and is punctually paid or duly provided for, on
any Interest Payment Date shall be paid to the Persons who are registered Holders of that Security at the close of business on the record date next preceding such Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest Payment Date. The Holder must surrender a Security to a Paying Agent to collect principal payments. Unless otherwise
provided with respect to the Securities of any series, the Company will pay the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities in Dollars.
Such amounts shall be payable at the offices of the Trustee or any Paying Agent, provided that at the option of the Company, the Company may pay such
amounts (1) by wire transfer with respect to Global Securities or (2) by check payable in such money mailed to a Holder's registered address with respect to any Securities. 



        If
the Company defaults in a payment of interest on the Securities of any series, the Company shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
on the defaulted interest, in each case at the rate provided in the Securities of such series and in Section 4.01. The Company may pay the defaulted interest to the Persons who are Holders on a
subsequent special record date. At least 15 days before any special record date selected by the Company, the Company (or the Trustee, in the name of and at the expense of the Company upon
20 days' prior written notice from the Company setting forth such special record date and the interest amount to be paid) shall mail to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid. 


SECTION 2.15    Persons Deemed Owners.


        The
Company, the Trustee, any Agent and any authenticating agent may treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving
payments of principal of, premium (if any) or interest on or any Additional Amounts with respect to such Security and for all other purposes. None of the Company, the Trustee, any Agent or any
authenticating agent shall be affected by any notice to the contrary. 


12







 



SECTION 2.16    Computation of Interest.


        Except
as otherwise specified as contemplated by Section 2.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a year
comprising twelve 30-day months. 


SECTION 2.17    Global Securities; Book-Entry Provisions.


        If
Securities of a series are issuable in global form as a Global Security, as contemplated by Section 2.01, then, notwithstanding clause (10) of Section 2.01 and
the provisions of Section 2.02, any such 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 appropriate, to reflect exchanges, transfers or redemptions. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of outstanding
Securities represented thereby shall be made by the Trustee (i) in such manner and upon instructions given by such Person or Persons as shall be specified in such Security or in a Company Order
to be delivered to the Trustee pursuant to Section 2.04 or (ii) otherwise in accordance with written instructions or such other written form of instructions as is customary for the
Depositary for such Security, from such Depositary or its nominee on behalf of any Person having a beneficial interest in such Global Security. Subject to the provisions of Section 2.04 and, if
applicable, Section 2.12, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified in such
Security or in the
applicable Company Order. With respect to the Securities of any series that are represented by a Global Security, the Company authorizes the execution and delivery by the Trustee of a letter of
representations or other similar agreement or instrument in the form customarily provided for by the Depositary appointed with respect to such Global Security. Any Global Security may be deposited
with the Depositary or its nominee, or may remain in the custody of the Trustee or the Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or similar agreement between the
Trustee and the Depositary. If a Company Order has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global
form shall be in writing but need not comply with Section 10.05 and need not be accompanied by an Opinion of Counsel. 


        Members
of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary, or
the Trustee or the Security Custodian as its custodian, or under such Global Security, and the Depositary may be treated by the Company, the Trustee or the Security Custodian and any agent of the
Company, the Trustee or the Security Custodian as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of a Global
Security of a series may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder of
Securities of such series is entitled to take under this Indenture or the Securities of such series and (ii) nothing herein shall prevent the Company, the Trustee or the Security Custodian, or
any agent of the Company, the Trustee or the Security Custodian, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or shall impair, as between
the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Security. 


13







 



        Notwithstanding
Section 2.08, and except as otherwise provided pursuant to Section 2.01: Transfers of a Global Security shall be limited to transfers of such Global
Security in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Security may be transferred in accordance with the rules
and procedures of the Depositary. Securities shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Security if, and only if, either (1) the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Security and a successor Depositary is not appointed by the Company within 90 days of
such notice, (2) an Event of Default has occurred with respect to such series and is continuing and the Registrar has received a request from the Depositary to issue Securities in lieu of all
or a portion of the Global Security (in which case the Company shall deliver Securities within 30 days of such request) or (3) the Company determines not to have the Securities
represented by a Global Security. 


        In
connection with any transfer of a portion of the beneficial interests in a Global Security to beneficial owners pursuant to this Section 2.17, the Registrar shall reflect on
its books and records the date and a decrease in the principal amount of the Global Security in an amount equal to the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of Securities shall authenticate and deliver, one or more Securities of
the same series of like tenor and amount. 


        In
connection with the transfer of all the beneficial interests in a Global Security to beneficial owners pursuant to this Section 2.17, the Global Security shall be deemed to be
surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its
beneficial interests in the Global Security, an equal aggregate principal amount of Securities of authorized denominations. 


        Neither
the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, Securities by the Depositary, or
for maintaining, supervising or reviewing any records of the Depositary relating to such Securities. Neither the Company nor the Trustee shall be liable for any delay by the related Global Security
Holder or the Depositary in identifying the beneficial owners, and each such Person may conclusively rely on, and shall be protected in relying on, instructions from such Global Security Holder or the
Depositary for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the Securities to be issued). 


        The
provisions of the last sentence of the third paragraph of Section 2.04 shall apply to any Global Security if such Global Security was never issued and sold by the Company and
the Company delivers to the Trustee the Global Security together with written instructions (which need not comply with Section 10.05 and need not be accompanied by an Opinion of Counsel) with
regard to the cancellation or reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the third paragraph of
Section 2.04. 


        Notwithstanding
the provisions of Sections 2.03 and 2.14, unless otherwise specified as contemplated by Section 2.01, payment of principal of, premium (if any) and interest on and
any Additional Amounts with respect to any Global Security shall be made to the Person or Persons specified therein. 


14







 


 
 

ARTICLE III
  
    REDEMPTION    



SECTION 3.01    Applicability of Article.


        Securities
of any series that are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by
Section 2.01 for Securities of any series) in accordance with this Article III. 


SECTION 3.02    Notice to the Trustee.



        If
the Company elects to redeem Securities of any series pursuant to this Indenture, it shall notify the Trustee of the Redemption Date and the principal amount of Securities of such
series to be redeemed. The Company shall so notify the Trustee at least 45 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee) by delivering to the
Trustee an Officers' Certificate stating that such redemption will comply with the provisions of this Indenture and of the Securities of such series. Any such notice may be canceled at any time prior
to the mailing of such notice of such redemption to any Holder and shall thereupon be void and of no effect. A redemption or notice thereof may be subject to one or more conditions. 


SECTION 3.03    Selection of Securities To Be Redeemed.


        If
less than all the Securities of any series are to be redeemed (unless all of the Securities of such series of a specified tenor are to be redeemed), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the outstanding Securities of such series (and tenor) not previously called for redemption,
either at random, by lot or by such other method as the Trustee shall deem fair and appropriate and that may provide for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for
Securities of that series or of the principal amount of Global Securities of such series. 


        The
Trustee shall promptly notify the Company and the Registrar 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
purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any of the Securities redeemed or
to be redeemed only in part, to the portion of the principal amount thereof which has been or is to be redeemed. 


SECTION 3.04    Notice of Redemption.


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


        All
notices of redemption shall identify the Securities to be redeemed and shall state: 



        (1)   the
Redemption Date; 


        (2)   the
Redemption Price; 


        (3)   that,
unless the Company defaults in making the redemption payment, interest on Securities called for redemption ceases to accrue on and after the Redemption Date, and
the only remaining right of the Holders of such Securities is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Securities redeemed; 



15







 




        (4)   if
any Security is to be redeemed in part, the portion of the principal amount thereof to be redeemed and that on and after the Redemption Date, upon surrender for
cancellation of such Security to the Paying Agent, a new Security or Securities in the aggregate principal amount equal to the unredeemed portion thereof will be issued without charge to the Holder; 



        (5)   that
Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price and the name and address of the Paying Agent; 


        (6)   that
the redemption is for a sinking or analogous fund, if such is the case; 


        (7)   the
CUSIP number, if any, relating to such Securities; and 


        (8)   if
the redemption or notice thereof is subject to one or more conditions, a statement to such effect and the condition or conditions precedent. 




        Notice
of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's written request, by the Trustee in the name and at the
expense of the Company. 


SECTION 3.05    Effect of Notice of Redemption.


        Once
notice of redemption is mailed, unless the redemption or notice thereof is subject to one or more conditions as specified in the notice, Securities called for redemption become due
and payable on the Redemption Date and at the Redemption Price. Upon surrender to the Paying Agent, such Securities called for redemption shall be paid at the Redemption Price, but interest
installments whose maturity is on or prior to such Redemption Date will be payable on the relevant Interest Payment Dates to the Holders of record at the close of business on the relevant record dates
specified pursuant to Section 2.01. 


SECTION 3.06    Deposit of Redemption Price.


        On
or prior to 11:00 a.m., New York City time, on any Redemption Date, the Company shall deposit with the Trustee or the Paying Agent (or, if the Company is acting as the Paying
Agent, segregate and hold in trust as provided in Section 2.06) an amount of money in same day funds sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on and any Additional Amounts with respect to, the Securities or portions thereof which are to be redeemed on that date, other than Securities or portions
thereof called for redemption on that date which have been delivered by the Company to the Trustee for cancellation. 


        If
the Company complies with the preceding paragraph, then, unless the Company defaults in the payment of such Redemption Price, interest on the Securities to be redeemed will cease to
accrue on and after the applicable Redemption Date, whether or not such Securities are presented for payment, and the Holders of such Securities shall have no further rights with respect to such
Securities except for the right to receive the Redemption Price upon surrender of such Securities. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the
principal, premium, if any, any Additional Amounts, and, to the extent lawful, accrued interest thereon shall, until paid, bear interest from the Redemption Date at the rate specified pursuant to
Section 2.01 or provided in the Securities or, in the case of Original Issue Discount Securities, such Securities' yield to maturity. 


16







 



SECTION 3.07    Securities Redeemed or Purchased in Part.



        Upon
surrender to the Paying Agent of a Security to be redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without
service charge a new Security or Securities, of the same series and of 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 that is not redeemed. 


SECTION 3.08    Purchase of Securities.


        Unless
otherwise specified as contemplated by Section 2.01, the Company and any Affiliate of the Company may, subject to applicable law, at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Any such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such Securities. Any
Securities purchased or acquired by the Company may be delivered to the Trustee and, upon such delivery, the indebtedness represented thereby shall be deemed to be satisfied. Section 2.13 shall
apply to all Securities so delivered. 


SECTION 3.09    Mandatory and Optional Sinking Funds.


        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." Unless otherwise provided 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 3.10. 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 and by this Article III. 


SECTION 3.10    Satisfaction of Sinking Fund Payments with Securities.


        The
Company may deliver outstanding Securities of a series (other than any previously called for redemption) and may apply as a credit Securities of a series that have been redeemed
either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such series of Securities;  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. 


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SECTION 3.11    Redemption of Securities for Sinking Fund.


        Not
less than 45 days prior (unless a shorter period shall be satisfactory to the Trustee) to each sinking fund payment date for any series of Securities, the Company will deliver
to the Trustee an Officers' Certificate of the Company 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 delivery of or by crediting Securities of that series pursuant to Section 3.10 and will
also deliver or cause to be delivered to the Trustee any Securities to be so delivered. Failure of the Company to timely deliver or cause to be delivered such Officers' Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall constitute the election of the Company (i) that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no
optional sinking fund payment with respect to such series as provided in this Section. 



        If
the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding
sinking fund payments made in cash shall exceed $100,000 (or the Dollar equivalent thereof based on the applicable Exchange Rate on the date of original issue of the applicable Securities) or a lesser
sum if the Company shall so request with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities
of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof as aforesaid) or
less and the Company makes no such request then it shall be carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof as aforesaid) is available. 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 3.03 and cause notice
of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 3.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.05, 3.06 and 3.07. 


 
 

ARTICLE IV
  
    COVENANTS    



SECTION 4.01    Payment of Securities.


        The
Company shall pay the principal of, premium (if any) and interest on and any Additional Amounts with respect to the Securities of each series on the dates and in the manner provided
in the Securities of such series and in this Indenture. Principal, premium, interest and any Additional Amounts shall be considered paid on the date due if the Paying Agent (other than the Company or
a Subsidiary) holds on that date money deposited by the Company designated for and sufficient to pay all principal, premium, interest and any Additional Amounts then due. 


        The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium (if any), at a rate equal to the
then applicable interest rate on the Securities to the extent lawful; and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and any Additional Amount (without regard to any applicable grace period) at the same rate to the extent lawful. 


18







 



SECTION 4.02    Maintenance of Office or Agency.


        The
Company will maintain in each Place of Payment for any series of Securities an office or agency (which may be an office of the Trustee, the Registrar or the Paying Agent) where
Securities of that series may be presented for registration of transfer or exchange, where Securities of that series may be presented for payment and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served. Unless otherwise designated by the Company by written notice to the Trustee, such office or agency shall be the office of
the Trustee at 1445 Ross Avenue, 2nd Floor, MAC T5303-02J, Dallas, TX 75202. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Trustee. 


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


SECTION 4.03    SEC Reports; Financial Statements.



        (a)   If
the Company is subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the Trustee, within 15 days after it
files the same with the SEC, copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If this Indenture is qualified under the TIA, but not otherwise, the Company
shall also comply with the provisions of TIA § 314(a). Delivery of such reports, information and documents to the Trustee shall be for informational purposes only, and the Trustee's
receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its
covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates or certificates delivered pursuant to Section 4.04). 


        (b)   If
the Company is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to all Holders of Rule 144A
Securities and prospective purchasers of Rule 144A Securities designated by the Holders of Rule 144A Securities, promptly upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) promulgated under the Securities Act of 1933, as amended. 


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SECTION 4.04    Compliance Certificate.


        (a)   The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a statement signed by an Officer of the Company, which
need not constitute an Officers' Certificate, complying with TIA § 314(a)(4) and stating that in the course of performance by the signing Officer of his duties as such Officer of the
Company he would normally obtain knowledge of the keeping, observing, performing and fulfilling by the Company of its obligations under this Indenture, and further stating that to the best of his
knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action
the Company is taking or proposes to take with respect thereto). 


        (b)   The
Company shall, so long as Securities of any series are outstanding, deliver to the Trustee, forthwith upon any Officer of the Company becoming aware of any Default
or Event of Default under this Indenture, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 


SECTION 4.05    Corporate Existence.


        Subject
to Article V, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence. 


SECTION 4.06    Waiver of Stay, Extension or Usury Laws.


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


SECTION 4.07    Additional Amounts.


        If
the Securities of a series expressly provide for the payment of Additional Amounts, the Company will pay to the Holder of any Security of such series Additional Amounts as expressly
provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net
proceeds received from the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.07
to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.07 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 


20








 


 
 

ARTICLE V
  
    SUCCESSORS    



SECTION 5.01    Limitations on Mergers and Consolidations.


        The
Company shall not, in any transaction or series of transactions, consolidate with or merge into or engage in a scheme of arrangement qualifying as an amalgamation with any Person, or
sell, lease, convey, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: 



        (1)   either
(a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company
is merged or amalgamated, or to which such sale, lease, conveyance, transfer or other disposition is made (the "Successor") expressly assumes by supplemental indenture the due and punctual payment of
the principal of, premium (if any) and interest on and any Additional Amounts with respect to all the Securities and the performance of the Company's covenants and obligations under this Indenture and
the Securities; 


        (2)   immediately
after giving effect to such transaction or series of transactions, no Default or Event of Default shall have occurred and be continuing or would result
therefrom; and 


        (3)   the
Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and such supplemental indenture comply with
this Indenture. 




SECTION 5.02    Successor Person Substituted.


        Upon
any consolidation or merger of the Company or any sale, lease, conveyance, transfer or other disposition of all or substantially all of the assets of the Company in accordance with
Section 5.01, the Successor formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance, transfer or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture and the Securities with the same effect as if such Successor had been named as the
Company herein and the predecessor Company, in the case of a sale, conveyance, transfer or other disposition, shall be released from all obligations under this Indenture and the Securities. 


21








  



 
 

ARTICLE VI
  
    DEFAULTS AND REMEDIES    



SECTION 6.01    Events of Default.


        Unless
either inapplicable to a particular series or specifically deleted or modified in or pursuant to the supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series, an "Event of Default," wherever used herein with respect to Securities of any series, occurs if: 



        (1)   the
Company defaults in the payment of interest on or any Additional Amounts with respect to any Security of that series when the same becomes due and payable and such
default continues for a period of 30 days; 


        (2)   the
Company defaults in the payment of (A) the principal of any Security of that series at its Maturity or (B) premium (if any) on any Security of that
series when the same becomes due and payable; 


        (3)   the
Company defaults in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and such default continues for a period of
30 days; 


        (4)   the
Company fails to comply with any of its other covenants or agreements in, or provisions of, the Securities of such series or this Indenture (other than an agreement,
covenant or provision that has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than that series) which shall not have been remedied within
the specified period after written notice, as specified in the last paragraph of this Section 6.01; 


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



        (A)  commences
a voluntary case, 


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


        (C)  consents
to the appointment of a Bankruptcy Custodian of it or for all or substantially all of its property, or 


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




        (6)   a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that remains unstayed and in effect for 90 days and that: 



        (A)  is
for relief against the Company as debtor in an involuntary case, 


        (B)  appoints
a Bankruptcy Custodian of the Company or a Bankruptcy Custodian for all or substantially all of the property of the Company, or 


        (C)  orders
the liquidation of the Company; or 




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




        The
term "Bankruptcy Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 



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


        When
a Default is cured, it ceases. 


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        Notwithstanding
the foregoing provisions of this Section 6.01, if the principal of, premium (if any) or interest on or Additional Amounts with respect to any Security is payable
in a currency or currencies (including a composite currency) other than Dollars and such currency or currencies are not available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a "Conversion Event"), the Company will be entitled to satisfy its obligations to Holders of the Securities by making such
payment in Dollars in an amount equal to the Dollar equivalent of the amount payable in such other currency, as determined by the Company by reference to the Exchange Rate on the date of such payment,
or, if such rate is not then available, on the basis of the most recently available Exchange Rate. Notwithstanding the foregoing provisions of this Section 6.01, any payment made under such
circumstances in Dollars where the required payment is in a currency other than Dollars will not constitute an Event of Default under this Indenture. 


        Promptly
after the occurrence of a Conversion Event, the Company shall give written notice thereof to the Trustee; and the Trustee, promptly after receipt of such notice, shall give
notice thereof in the manner provided in Section 10.02 to the Holders. Promptly after the making of any payment in Dollars as a result of a Conversion Event, the Company shall give notice in
the manner provided in Section 10.02 to the Holders, setting forth the applicable Exchange Rate and describing the calculation of such payments. 



        A
Default under clause (4) or (7) of this Section 6.01 is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in principal
amount of the then outstanding Securities of the series affected by such Default (or, in the case of a Default under clause (4) of this Section 6.01, if outstanding Securities of other
series are affected by such Default, then at least 25% in principal amount of the then outstanding Securities so affected) notify the Company and the Trustee, of the Default, and the Company fails to
cure the Default within 90 days after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." 


SECTION 6.02    Acceleration.


        If
an Event of Default with respect to any Securities of any series at the time outstanding (other than an Event of Default specified in clause (5) or (6) of
Section 6.01) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Securities of the series affected by
such Event of Default (or, in the case of an Event of Default described in clause (4) of Section 6.01, if outstanding Securities of other series are affected by such Event of Default,
then at least 25% in principal amount of the then outstanding Securities so affected) by notice to the Company and the Trustee, may declare the principal of (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) and all accrued and unpaid interest on all then outstanding Securities of such series
or of all series, as the case may be, to be due and payable. Upon any such declaration, the amounts due and payable on the Securities shall be due and payable immediately. If an Event of Default
specified in clause (5) or (6) of Section 6.01 hereof occurs, such amounts shall ipso facto become and be immediately due and
payable without any declaration, notice or other act on the part of the Trustee or any Holder. The Holders of a majority in principal amount of the then outstanding Securities of the series affected
by such Event of Default or all series, as the case may be, by written notice to the Trustee may rescind an acceleration and its consequences (other than nonpayment of principal of or premium or
interest on or any Additional Amounts with respect to the Securities) if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to Securities
of that series (or of all series, as the case may be) have been cured or waived, except nonpayment of principal, premium, interest or any Additional Amounts that has become due solely because of the
acceleration. 


23







 



SECTION 6.03    Other Remedies.


        If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, or premium, if any, or interest on the Securities or
to enforce the performance of any provision of the Securities or this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 


SECTION 6.04    Waiver of Defaults.


        Subject
to Sections 6.07 and 9.02, the Holders of a majority in principal amount of the then outstanding Securities of any series or of all series (acting as one class) by notice to the
Trustee may waive an existing or past Default or Event of Default with respect to such series or all series, as the case may be, and its consequences (including waivers obtained in connection with a
tender offer or exchange offer for Securities of such series or all series or a solicitation of consents in respect of Securities of such series or all series,  provided that in each case such offer or
solicitation is made to all Holders of then outstanding Securities of such series or all series (but the terms
of such offer or solicitation may vary from series to series)), except (1) a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest on or any
Additional Amounts with respect to any Security or (2) a continued Default in respect of a provision that under Section 9.02 cannot be amended or supplemented without the consent of each
Holder 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 6.05    Control by Majority.


        With
respect to Securities of any series, the Holders of a majority in principal amount of the then outstanding Securities of such series may direct in writing the time, method and place
of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it relating to or arising under an Event of Default described in clause (1),
(2), (3) or (7) of Section 6.01, and with respect to all Securities, the Holders of a majority in principal amount of all the then outstanding Securities affected may direct in
writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it not relating to or arising under such an Event
of Default. However, the Trustee may refuse to follow any direction that conflicts with applicable law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other
Holders, or that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion from Holders
directing the Trustee against all losses and expenses caused by taking or not taking such action. 


SECTION 6.06    Limitations on Suits.


        Subject
to Section 6.07 hereof, a Holder of a Security of any series may pursue a remedy with respect to this Indenture or the Securities of such series only if: 



        (1)   the
Holder gives to the Trustee written notice of a continuing Event of Default with respect to such series; 



24







 

        (2)   the
Holders of at least 25% in principal amount of the then outstanding Securities of such series make a written request to the Trustee to pursue the remedy; 


        (3)   such
Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; 



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


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




        A
Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 


SECTION 6.07    Rights of Holders to Receive Payment.



        Notwithstanding
any other provision of this Indenture, the right of any Holder of a Security to receive payment of principal of and premium, if any, and interest on and any Additional
Amounts with respect to the Security, on or after the respective due dates expressed in the Security, or to bring suit for the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the consent of the Holder. 


SECTION 6.08    Collection Suit by Trustee.


        If
an Event of Default specified in clause (1) or (2) of Section 6.01 hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the amount of principal, premium (if any), interest and any Additional Amounts remaining unpaid on the Securities of the series affected by
the Event of Default, and interest on overdue principal and premium, if any, and, to the extent lawful, interest on overdue interest, and 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. 


SECTION 6.09    Trustee May File Proofs of Claim.



        The
Trustee is authorized to file such proofs of claim and other papers or documents and to take such actions, including participating as a member, voting or otherwise, of any committee
of creditors, as may be necessary or advisable to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to the Company or its creditors or properties and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any Bankruptcy Custodian 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 to 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 7.07. To the 


25







 



extent
that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 out of
the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Securities may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 


SECTION 6.10    Priorities.



        If
the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order: 



        First:
to the Trustee for amounts due under Section 7.07; 


        Second:
to Holders for amounts due and unpaid on the Securities in respect of which or for the benefit of which such money has been collected, for principal, premium (if any), interest
and any Additional Amounts ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal, premium (if any), interest and any Additional
Amounts, respectively; and 




        Third:
to the Company. 


        The
Trustee, upon prior written notice to the Company, may fix record dates and payment dates for any payment to Holders pursuant to this Article VI. 


        To
the fullest extent allowed under applicable law, if for the purpose of obtaining a judgment against the Company in any court it is necessary to convert the sum due in respect of the
principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities of any series (the "Required Currency") into a currency in which a judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with
the Judgment Currency on the Business Day in The City of New York next preceding that on which final judgment is given. Neither the Company nor the Trustee shall be liable for any shortfall nor shall
it benefit from any windfall in payments to Holders of Securities under this Section 6.10 caused by a change in exchange rates between the time the amount of a judgment against it is calculated
as above and the time the Trustee converts the Judgment Currency into the Required Currency to make payments under this Section 6.10 to Holders of Securities, but payment of such judgment shall
discharge all amounts owed by the Company on the claim or claims underlying such judgment. 


SECTION 6.11    Undertaking for Costs.


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


26







 


 
 

ARTICLE VII
  
    TRUSTEE    



SECTION 7.01    Duties of Trustee.


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



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



        (1)   the
Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and 


        (2)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine such certificates and opinions to determine whether, on their
face, they appear to conform to the requirements of this Indenture. 




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



        (1)   this
paragraph does not limit the effect of Section 7.01(b); 


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


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




        (d)   Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to the provisions of this
Section 7.01. 


        (e)   No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or exercise
any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense. 


        (f)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law. All money received by the Trustee shall, until applied as herein provided, be held in trust for the payment of the
principal of, premium (if any) and interest on and Additional Amounts with respect to the Securities. 


SECTION 7.02    Rights of Trustee.


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


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        (b)   Before
the Trustee acts or refrains from acting, it may require instruction, an Officers' Certificate or an Opinion of Counsel or both to be provided. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance on such instruction, Officers' Certificate or Opinion of Counsel. The Trustee may consult at the Company's expense with
counsel of its selection 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. 


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


        (d)   The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon
it by this Indenture. 


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


SECTION 7.03    May Hold Securities.


        The
Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or any of its Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights and duties. However, the Trustee is subject to Sections 7.10 and 7.11. 


SECTION 7.04    Trustee's Disclaimer.



        The
Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company's use of the proceeds from the
Securities or any money paid to the Company or upon the Company's direction under any provision hereof, it shall not be responsible for the use or application of any money received by any Paying Agent
other than the Trustee and it shall not be responsible for any statement or recital herein or any statement in the Securities other than its certificate of authentication. 


SECTION 7.05    Notice of Defaults.



        If
a Default or Event of Default with respect to the Securities of any series occurs and is continuing and it is known to the Trustee, the Trustee shall mail to Holders of Securities of
such series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium (if any)
and interest on and Additional Amounts or any sinking fund installment with respect to the Securities of such series, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in the interests of Holders of Securities of such series. 


SECTION 7.06    Reports by Trustee to Holders.


        Within
60 days after each                        of each year after the execution of this Indenture, the Trustee shall mail to
Holders of a series and the Company a brief report dated as
of such reporting date that complies with TIA § 313(a); provided, however, that if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date with respect to a series, no report need be transmitted to Holders of such series. The Trustee also shall comply with TIA §
313(b). The Trustee shall also transmit by mail all reports if and as required by TIA §§ 313(c) and 313(d). 


28







 



        A
copy of each report at the time of its mailing to Holders of a series of Securities shall be filed by the Company with the SEC and each securities exchange, if any, on which the
Securities of such series are listed. The Company shall notify the Trustee if and when any series of Securities is listed on any securities exchange. 


SECTION 7.07    Compensation and Indemnity.



        The
Company agrees to pay to the Trustee for its acceptance of this Indenture and services hereunder such compensation as the Company and the Trustee shall from time to time agree in
writing. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company agrees to reimburse the Trustee upon request for all reasonable
disbursements, advances and expenses incurred by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel. 


        The
Company hereby indemnifies the Trustee and any predecessor Trustee against any and all loss, liability, damage, claim or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, except as set forth in
the next following paragraph. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent. 


        The
Company shall not be obligated to reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee's negligence or bad faith. 



        To
secure the payment obligations of the Company in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay principal of, premium (if any) and interest on and any Additional Amounts with respect to Securities of any series. Such lien and the Company's obligations
under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. 


        When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(5) or (6) occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any Bankruptcy Law. 


SECTION 7.08    Replacement of Trustee.


        A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08. 


        The
Trustee may resign and be discharged at any time with respect to the Securities of one or more series by so notifying the Company. The Holders of a majority in principal amount of
the then outstanding Securities of any series may remove the Trustee with respect to the Securities of such series by so notifying the Trustee and the Company. The Company may remove the Trustee if: 



        (1)   the
Trustee fails to comply with Section 7.10; 


        (2)   the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; 


        (3)   a
Bankruptcy Custodian or public officer takes charge of the Trustee or its property; or 


        (4)   the
Trustee otherwise becomes incapable of acting. 



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        If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, with respect to the Securities of one or more series, the Company 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). Within one year after the successor Trustee with
respect to the Securities of any series takes office, the Holders of a majority in principal amount of the Securities of such series then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Company. 


        If
a successor Trustee with respect to the Securities of any series does not take office within 30 days after the retiring or removed Trustee resigns or is removed, the retiring
or removed Trustee, the Company or the Holders of at least 10% in principal amount of the then outstanding Securities of such series may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series. 


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


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


        In
case of the appointment of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more (but not all) series shall execute and deliver an indenture supplemental hereto in which each successor Trustee shall accept such appointment and that
(1) shall confer to each successor Trustee all the rights, powers and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall confirm that all the rights, powers and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee. Nothing herein or in such supplemental indenture
shall constitute such Trustees co-trustees of the same trust, and 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. 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 shall have all the rights, powers 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. On request of the Company or any successor Trustee, such retiring Trustee shall transfer to such successor Trustee all property held by such retiring Trustee as Trustee with
respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 



        Notwithstanding
replacement of the Trustee or Trustees pursuant to this Section 7.08, the obligations of the Company under Section 7.07 shall continue for the benefit of
the retiring Trustee or Trustees. 


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SECTION 7.09    Successor Trustee by Merger, etc.



        Subject
to Section 7.10, if the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee; provided, however, that in the case of a transfer of all or substantially
all of its corporate trust business to another corporation, the transferee corporation expressly assumes all of the Trustee's liabilities hereunder. 


        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; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it
is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have. 


SECTION 7.10    Eligibility; Disqualification.


        There
shall at all times be a Trustee hereunder which shall be a corporation or banking or trust company or association organized and doing business under the laws of the United States,
any State thereof or the District of Columbia and authorized under such laws to exercise corporate trust power, shall be subject to supervision or examination by Federal or State (or the District of
Columbia) authority and shall have, or be a subsidiary of a bank or bank holding company having, a combined capital and surplus of at least $50 million as set forth in its most recent published
annual report of condition. 


        The
Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee is subject to and shall comply
with the provisions of TIA § 310(b) during the period of time required by this Indenture. Nothing in this Indenture shall prevent the Trustee from filing with the SEC the application
referred to in the penultimate paragraph of TIA § 310(b). 


SECTION 7.11    Preferential Collection of Claims Against the Company.


        The
Trustee is subject to and shall comply with the provisions of TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has
resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 


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ARTICLE VIII
  
    DISCHARGE OF INDENTURE    



SECTION 8.01    Termination of the Company's Obligations.


        (a)   This
Indenture shall cease to be of further effect with respect to the Securities of a series (except that the Company's obligations under Section 7.07, the
Trustee's and Paying Agent's obligations under Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive), and the Trustee, on
demand of the Company, shall execute proper instruments acknowledging the satisfaction and discharge of this Indenture with respect to the Securities of such series, when: 



        (1)   either:




        (A)  all
outstanding Securities of such series theretofore authenticated and issued (other than destroyed, lost or stolen Securities that have been replaced or paid) have
been delivered to the Trustee for cancellation; or 


        (B)  all
outstanding Securities of such series not theretofore delivered to the Trustee for cancellation: 



        (i)    have
become due and payable, or 


        (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 Company, 




and,
in the case of clause (i), (ii) or (iii) above, the Company has irrevocably deposited or caused to be deposited with the Trustee as funds (immediately available to the
Holders in the case of clause (i)) in trust for such purpose (x) cash in an amount, or (y) Government Obligations, maturing as to principal and interest at such times and in such
amounts as will ensure the availability of cash in an amount or (z) a combination thereof, which will be sufficient, in the opinion (in the case of clauses (y) and (z)) of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on the Securities of such series
for principal and interest to the date of such deposit (in the case of Securities which have become due and payable) or for principal, premium, if any, and interest to the Stated Maturity or
Redemption Date, as the case may be; or 


        (C)  the
Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.01, to be applicable to the
Securities of such series; 




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



        (3)   the
Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to
the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. 



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        (b)   Unless
this Section 8.01(b) is specified as not being applicable to Securities of a series as contemplated by Section 2.01, the Company may, at its option,
terminate certain of its obligations under this Indenture ("covenant defeasance") with respect to the Securities of a series if: 



        (1)   the
Company has irrevocably deposited or caused to be irrevocably 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 Securities of such series, (i) money in the currency in which payment of the Securities of such series
is to be made in an amount, or (ii) Government Obligations with respect to such series, maturing as to principal and interest at such times and in such amounts as will ensure the availability
of money in the currency in which payment of the Securities of such series is to be made in an amount or (iii) a combination thereof, that is sufficient, in the opinion (in the case of clauses
(ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of and premium (if
any) and interest on all Securities of such series on each date that such principal, premium (if any) or interest is due and payable and (at the Stated Maturity thereof or upon redemption as provided
in Section 8.01(e)) to pay all other sums payable by it hereunder; provided that the Trustee shall have been irrevocably instructed to apply such
money and/or the proceeds of such Government Obligations to the payment of said principal, premium (if any) and interest with respect to the Securities of such series as the same shall become due; 


        (2)   the
Company has delivered to the Trustee an Officers' Certificate stating that all conditions precedent to satisfaction and discharge of this Indenture with respect to
the Securities of such series have been complied with, and an Opinion of Counsel to the same effect; 


        (3)   no
Default or Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit; 



        (4)   the
Company shall have delivered to the Trustee an Opinion of Counsel from a nationally recognized counsel acceptable to the Trustee or a tax ruling to the effect that
the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of the Company's exercise of its option under this Section 8.01(b) and will be subject to
U.S. 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 option had not been exercised; 


        (5)   the
Company has complied with any additional conditions specified pursuant to Section 2.01 to be applicable to the discharge of Securities of such series pursuant
to this Section 8.01; and 


        (6)   such
deposit and discharge shall not cause the Trustee to have a conflicting interest as defined in TIA § 310(b). 




        In
such event, this Indenture shall cease to be of further effect (except as set forth in this paragraph), and the Trustee, on demand of the Company, shall execute proper instruments
acknowledging satisfaction and discharge under this Indenture. However, the Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 7.07, 7.08 and 8.04, the Trustee's and Paying
Agent's obligations in Section 8.03 and the rights, powers, protections and privileges accorded the Trustee under Article VII shall survive until all Securities of such series are no
longer outstanding. Thereafter, only the Company's obligations in Section 7.07 and the Trustee's and Paying Agent's obligations in Section 8.03 shall survive with respect to Securities
of such series. 


        After
such irrevocable deposit made pursuant to this Section 8.01(b) and satisfaction of the other conditions set forth herein, the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under this Indenture with respect to the Securities of such series except for those surviving obligations specified above. 


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        In
order to have money available on a payment date to pay principal of or premium (if any) or interest on the Securities, the Government Obligations shall be payable as to principal or
interest on or before such payment date in such amounts as will provide the necessary money. Government Obligations shall not be callable at the issuer's option. 


        (c)   If
the Company has previously complied or is concurrently complying with Section 8.01(b) (other than any additional conditions specified pursuant to
Section 2.01 that are expressly applicable only to covenant defeasance) with respect to Securities of a series, then, unless this Section 8.01(c) is specified as not being applicable to
Securities of such series as contemplated by Section 2.01, the Company may elect that its obligations to make payments with respect to Securities of such series be discharged ("legal
defeasance"), if: 



        (1)   no
Default or Event of Default under clauses (5) and (6) of Section 6.01 hereof shall have occurred at any time during the period ending on the 91st
day after the date of deposit contemplated by Section 8.01(b) (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 


        (2)   unless
otherwise specified with respect to Securities of such series as contemplated by Section 2.01, the Company has delivered to the Trustee an Opinion of
Counsel from a nationally recognized counsel acceptable to the Trustee to the effect referred to in Section 8.01(b)(4) with respect to such legal defeasance, which opinion is based on
(i) a private ruling of the Internal Revenue Service addressed to the Company, (ii) a published ruling of the Internal Revenue Service pertaining to a comparable form of transaction or
(iii) a change in the applicable federal income tax law (including regulations) after the date of this Indenture; 


        (3)   the
Company has complied with any other conditions specified pursuant to Section 2.01 to be applicable to the legal defeasance of Securities of such series
pursuant to this Section 8.01(c); and 


        (4)   the
Company has delivered to the Trustee a Company Request requesting such legal defeasance of the Securities of such series and an Officers' Certificate stating that
all conditions precedent with respect to such legal defeasance of the Securities of such series have been complied with, together with an Opinion of Counsel to the same effect. 




        In
such event, the Company will be discharged from its obligations under this Indenture and the Securities of such series to pay principal of, premium (if any) and interest on and any
Additional Amounts with respect to Securities of such series, the Company's obligations under Sections 4.01 and 4.02 shall terminate with respect to such Securities, and the entire indebtedness of the
Company evidenced by such Securities shall be deemed paid and discharged. 


        (d)   If
and to the extent additional or alternative means of satisfaction, discharge or defeasance of Securities of a series are specified to be applicable to such series as
contemplated by Section 2.01, the Company may terminate any or all of its obligations under this Indenture with respect to Securities of a series and any or all of its obligations under the
Securities of such series if it fulfills such other means of satisfaction and discharge as may be so specified, as contemplated by Section 2.01, to be applicable to the Securities of such
series. 


        (e)   If
Securities of any series subject to subsections (a), (b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any mandatory or optional sinking fund provisions, the terms of the applicable trust arrangement shall provide for such
redemption, and the Company shall make such arrangements as are reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the
Company. 


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SECTION 8.02    Application of Trust Money.


        The
Trustee or a trustee satisfactory to the Trustee and the Company shall hold in trust money or Government Obligations deposited with it pursuant to Section 8.01 hereof. It
shall apply the deposited money and the money from Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of, premium (if any) and interest
on and any Additional Amounts with respect to the Securities of the series with respect to which the deposit was made. 


SECTION 8.03    Repayment to Company.


        The
Trustee and the Paying Agent shall promptly pay to the Company any excess money or Government Obligations (or proceeds therefrom) held by them at any time upon the written request of
the Company. 


        Subject
to the requirements of any applicable abandoned property laws, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the
payment of principal, premium (if any), interest or any Additional Amounts that remain unclaimed for two years after the date upon which such payment shall have become due. After payment to the
Company, Holders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person, and all liability of the Trustee
and the Paying Agent with respect to such money shall cease. 


SECTION 8.04    Reinstatement.


        If
the Trustee or the Paying Agent is unable to apply any money or Government Obligations deposited with respect to Securities of any series in accordance with Section 8.01 by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the
Company under this Indenture with respect to the Securities of such series and under the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money or Government Obligations in accordance with Section 8.01;  provided, however, that if the
Company has made any payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to
any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government
Obligations held by the Trustee or the Paying Agent. 


 
 

ARTICLE IX
  
    SUPPLEMENTAL INDENTURES AND AMENDMENTS    



SECTION 9.01    Without Consent of Holders.


        The
Company and the Trustee may amend or supplement this Indenture or the Securities or waive any provision hereof or thereof without the consent of any Holder: 



        (1)   to
cure any ambiguity, omission, defect or inconsistency; 


        (2)   to
comply with Section 5.01; 


        (3)   to
provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for the issuance of bearer Securities (with or without
coupons); 


        (4)   to
provide any security for, or to add any guarantees of or additional obligors on, any series of Securities; 



35







 




        (5)   to
comply with any requirement in order to effect or maintain the qualification of this Indenture under the TIA; 


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


        (7)   to
add any additional Events of Default with respect to all or any series of the Securities (and, if any Event of Default is applicable to less than all series of
Securities, specifying the series to which such Event of Default is applicable); 


        (8)   to
change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become
effective only when there is no outstanding Security of any series created prior to the execution of such amendment or supplemental indenture that is adversely affected in any material respect by such
change in or elimination of such provision; provided, further, that any change made solely to conform the provisions of this Indenture to the
description of any Security in a prospectus supplement will not be deemed to adversely affect any Security of any series in any material respect; 


        (9)   to
establish the form or terms of Securities of any series as permitted by Section 2.01; 


        (10) to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of
Securities pursuant to Section 8.01; provided, however, that any such action shall not adversely affect the interest of the Holders of Securities
of such series or any other series of Securities in any material respect; or 


        (11) to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 7.08. 




        Upon
the request of the Company, accompanied by a Board Resolution, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall, subject to
Section 9.06, join with the Company in the execution of any supplemental indenture authorized or permitted by the terms of this Indenture and make any further appropriate agreements and
stipulations that may be therein contained. 


SECTION 9.02    With Consent of Holders.


        Except
as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture with the written consent (including consents obtained in
connection with a tender offer or exchange offer for Securities of any one or more series or all series or a solicitation of consents in respect of Securities of any one or more series or all series,  provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities of each such series (but the terms of such
offer or solicitation may vary from series to series)) of the Holders of at least a majority in principal amount of the then outstanding Securities of all series affected by such amendment or
supplement (acting as one class). 


        Upon
the request of the Company, accompanied by a Board Resolution, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company in the execution of such amendment or supplemental indenture. 


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        It
shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof. 


        The
Holders of a majority in principal amount of the then outstanding Securities of one or more series or of all series may waive compliance in a particular instance by the Company with
any provision of this Indenture with respect to Securities of such series (including waivers obtained in connection with a tender offer or exchange offer for Securities of such series or a
solicitation of consents in respect of Securities of such series, provided that in each case such offer or solicitation is made to all Holders of then
outstanding Securities of such series (but the terms of such offer or solicitation may vary from series to series)). 


        However,
without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not: 



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


        (2)   reduce
the rate of or change the time for payment of interest, including default interest, on any Security; 



        (3)   reduce
the principal of, any premium on or any mandatory sinking fund payment with respect to, or change the Stated Maturity of, any Security or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02; 


        (4)   reduce
the premium, if any, payable upon the redemption of any Security or change the time at which any Security may or shall be redeemed; 


        (5)   change
any obligation of the Company to pay Additional Amounts with respect to any Security; 



        (6)   change
the coin or currency or currencies (including composite currencies) in which any Security or any premium, interest or Additional Amounts with respect thereto are
payable; 


        (7)   impair
the right to institute suit for the enforcement of any payment of principal of, premium (if any) or interest on or any Additional Amounts with respect to any
Security pursuant to Sections 6.07 and 6.08, except as limited by Section 6.06; 


        (8)   make
any change in the percentage of principal amount of Securities necessary to waive compliance with certain provisions of this Indenture pursuant to
Section 6.04 or 6.07 or make any change in this sentence of Section 9.02; or 



        (9)   waive
a continuing Default or Event of Default in the payment of principal of, premium (if any) or interest on or Additional Amounts with respect to the Securities. 




        A
supplemental indenture that 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. 


        The
right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent
otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Securities with respect to which such consent is required or sought
as of a date identified by the Company in a notice furnished to Holders in accordance with the terms of this Indenture. 


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        After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of each Security affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such
amendment, supplement or waiver. 


SECTION 9.03    Compliance with Trust Indenture Act.


        Every
amendment or supplement to this Indenture or the Securities shall comply in form and substance with the TIA as then in effect. 


SECTION 9.04    Revocation and Effect of Consents.


        Until
an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the
consent as to his or her Security or portion of a Security if the Trustee receives written notice of revocation before a date and time therefor identified by the Company in a notice furnished to such
Holder in accordance with the terms of this Indenture or, if no such date and time shall be identified, the date the amendment, supplement or waiver becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder. 


        The
Company may, but shall not be obligated to, fix a record date (which need not comply with TIA § 316(c)) for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver or to take any other action under this Indenture. If a record date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities required hereunder for such amendment or waiver to be effective shall have also been given and not revoked within such 90-day period. 


        After
an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it is of the type described in any of clauses (1) through (9) of
Section 9.02 hereof. In such case, the amendment, supplement or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same debt as the consenting
Holder's Security. 


SECTION 9.05    Notation on or Exchange of Securities.


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


        Securities
of any series authenticated and delivered after the execution of any amendment or supplement 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 amendment or supplement. 


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SECTION 9.06    Trustee to Sign Amendments, etc.



        The
Trustee shall sign any amendment or supplement authorized pursuant to this Article if the amendment or supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment or supplement, the Trustee shall be entitled to receive, and, shall be
fully protected in relying upon in good faith, an Officers' Certificate and an Opinion of Counsel provided at the expense of the Company as conclusive evidence that such amendment or supplement is
authorized or permitted by this Indenture, that it is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms. 


 
 

ARTICLE X
  
    MISCELLANEOUS    



SECTION 10.01    Trust Indenture Act Controls.


        If
any provision of this Indenture limits, qualifies or conflicts with the duties imposed by operation of TIA § 318(c), the imposed duties shall control. 


SECTION 10.02    Notices.



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



If
to the Company: 


Transocean Inc.

4 Greenway Plaza

Houston, Texas 77046

Attn: General Counsel

Telephone: (713) 232-7500

Facsimile: (713) 232-7600 



If
to the Trustee: 


1445
Ross Avenue, 2nd Floor

MAC T5303-02J

Dallas, TX 75202

Attn: Patrick T. Giordano 


Telephone:
(214) 740-1573

Facsimile: (214) 777-4086 




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


        All
notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery. 


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        Any
notice or communication to a Holder shall be mailed by first-class mail, postage prepaid, to the Holder's address shown on the register kept by the Registrar. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 



        If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it, except in the case of notice
to the Trustee, it is duly given only when received. 


        If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. 


        All
notices or communications, including without limitation notices to the Trustee or the Company by Holders, shall be in writing, except as otherwise set forth herein. 



        In
case by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. 


SECTION 10.03    Communication by Holders with Other Holders.


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


SECTION 10.04    Certificate and Opinion as to Conditions Precedent.


        Upon
any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall, if requested by the Trustee, furnish to the Trustee at the
expense of the Company: 



        (1)   an
Officers' Certificate (which shall include the statements set forth in Section 10.05) stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and 



        (2)   an
Opinion of Counsel (which shall include the statements set forth in Section 10.05 hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with. 




SECTION 10.05    Statements Required in Certificate or Opinion.


        Each
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA §
314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 



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


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


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


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



40







 





SECTION 10.06    Rules by Trustee and Agents.



        The
Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or the Paying Agent may make reasonable rules and set reasonable requirements for its
functions. 


SECTION 10.07    Legal Holidays.


        If
a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. 


SECTION 10.08    No Recourse Against Others.



        A
director, officer, employee, stockholder, partner or other owner of the Company or the Trustee, as such, shall not have any liability for any obligations of the Company under the
Securities or for any obligations of the Company or the Trustee under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of Securities. 


SECTION 10.09    Governing Law.



        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


SECTION 10.10    No Adverse Interpretation of Other Agreements.


        This
Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or any Subsidiary. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture. 


SECTION 10.11    Successors.


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


SECTION 10.12    Severability.



        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, to
the fullest extent permitted by applicable law, not in any way be affected or impaired thereby. 


SECTION 10.13    Counterpart Originals.


        The
parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 


SECTION 10.14    Table of Contents, Headings, etc.


        The
table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a
part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 


41







 



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



	 	TRANSOCEAN INC.
	

 	

By:	

  

	 	 	Name:	 
	 	 	Title:	 
	

 	

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	

 	

By:	

  

	 	 	Name:	Patrick T. Giordano
	 	 	Title:	Vice President




42











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EXHIBIT 4.1


TRANSOCEAN INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of ,



TABLE OF CONTENTS


ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

ARTICLE II THE SECURITIES

ARTICLE III REDEMPTION

ARTICLE IV COVENANTS

ARTICLE V SUCCESSORS


ARTICLE VI DEFAULTS AND REMEDIES

ARTICLE VII TRUSTEE

ARTICLE VIII DISCHARGE OF INDENTURE

ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS

ARTICLE X MISCELLANEOUS