EX-4.1






Exhibit 4.1




THE WILLIAMS COMPANIES, INC.

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Trustee













INDENTURE

Dated as of March 5, 2009

8.75% Senior Notes due 2020

Reconciliation and tie between

Trust Indenture Act of 1939, as amended,

and the Indenture




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	(S)310(a)(1).

	 	 	608	 
	(a)(2).

	 	 	608	 
	(b).

	 	 	609	 
	(S)312(a).

	 	 	205, 701	 
	(b).

	 	 	702	 
	(c).

	 	 	702	 
	(S)313(a).

	 	 	703	 
	(b)(2).

	 	 	703	 
	(c).

	 	 	703	 
	(d).

	 	 	703	 
	(S)314(a).

	 	 	704	 
	(c)(1).

	 	 	102	 
	(c)(2).

	 	 	102	 
	(e).

	 	 	102	 
	(f).

	 	 	102	 
	(S)316(a) (last sentence).

	 	 	101	 
	(a)(1)(A).

	 	 	502, 512	 
	(a)(1)(B).

	 	 	513	 
	(b).

	 	 	508	 
	(S)317(a)(1).

	 	 	503	 
	(a)(2).

	 	 	504	 
	(b).

	 	 	1003	 
	(S)318(a).

	 	 	108	 






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



	 	 	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

	Section 101

Section 102

Section 103

Section 104

Section 105

Section 106

Section 107

Section 108

Section 109

Section 110

Section 111

Section 112

Section 113

Section 114

Section 115

Section 116

	 	Definitions; Rules of Construction.

Compliance Certificates and Opinions.

Form of Documents Delivered to Trustee.

Acts of Holders.

Notices, etc. to Trustee and Company.

Notice to Holders of Securities; Waiver.

Language of Notices.

Incorporation by Reference of Trust Indenture Act; Trust Indenture Act Controls.

Effect of Headings and Table of Contents.

Successors and Assigns.

Separability Clause.

Benefits of Indenture.

Governing Law; Waiver of Trial by Jury.

Legal Holidays.

Counterparts.

Limitation on Individual Liability.






	 	 	 
	ARTICLE TWO THE SECURITIES

	Section 201

Section 202

Section 203

Section 204

Section 205

Section 206

Section 207

Section 208

Section 209

Section 210

Section 211

Section 212

Section 213

	 	Form and Dating.

Execution and Authentication.

Registrar and Paying Agent.

Paying Agent to Hold Money in Trust.

Holder Lists.

Transfer and Exchange.

Replacement Securities.

Temporary Securities.

Cancellation.

Defaulted Interest.

Persons Deemed Owners.

Computation of Interest.

CUSIP Numbers.






	 	 	 
	ARTICLE THREE [RESERVED]

	 	

	ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE

	Section 401

Section 402

Section 403

Section 404

	 	Satisfaction and Discharge.

Legal Defeasance and Covenant Defeasance.

Application of Trust Money.

Qualifying Trustee.






	 	 	 
	ARTICLE FIVE REMEDIES
	Section 501

Section 502

Section 503

Section 504

Section 505

Section 506

Section 507

Section 508

Section 509

Section 510

Section 511

Section 512

Section 513

Section 514

Section 515
	 	Events of Default.

Acceleration of Maturity; Rescission and Annulment.

Collection of Indebtedness and Suits for Enforcement by Trustee.

Trustee May File Proofs of Claim.

Trustee May Enforce Claims without Possession of Securities .

Application of Money Collected.

Limitations on Suits.

Unconditional Right of Holders to Receive Principal and any

Premium and Interest.

Restoration of Rights and Remedies.

Rights and Remedies Cumulative.

Delay or Omission Not Waiver.

Control by Holders of Securities.

Waiver of Past or Existing Defaults.

Waiver of Stay or Extension Laws.

Undertaking for Costs.







	 	 	 
	ARTICLE SIX THE TRUSTEE

	Section 601

Section 602

Section 603

Section 604

Section 605

Section 606

Section 607

Section 608

Section 609

Section 610

Section 611

Section 612

	 	Certain Duties and Responsibilities.

Certain Rights of Trustee.

Notice of Defaults.

Not Responsible for Recitals or Issuance of Securities.

May Hold Securities.

Money Held in Trust.

Compensation and Reimbursement.

Corporate Trustee Required; Eligibility; Conflicting Interests.

Resignation and Removal; Appointment of Successor.

Acceptance of Appointment by Successor.

Merger, Conversion, Consolidation or Succession to Business.

Appointment of Authenticating Agent.






	 	 	 
	ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

	Section 701

Section 702

Section 703

Section 704

	 	Company to Furnish Trustee Names and Addresses of Holders.

Preservation of Information; Communications to Holders.

Reports by Trustee.

Reports by Company.






	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES

	Section 801

Section 802

	 	Company May Consolidate, etc., Only on Certain Terms.

Successor Person Substituted for Company.






	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES

	Section 901

Section 902

Section 903

Section 904

Section 905

Section 906

Section 907

	 	Supplemental Indentures without Consent of Holders.

Supplemental Indentures With Consent of Holders.

Execution of Supplemental Indentures.

Effect of Supplemental Indentures.

Reference in Securities to Supplemental Indentures.

Conformity with Trust Indenture Act.

Notice of Supplemental Indenture.






	 	 	 
	ARTICLE TEN COVENANTS

	Section 1001

Section 1002

Section 1003

Section 1004

Section 1005

	 	Payment of Principal, any Premium, and Interest.

Maintenance of Office or Agency.

Money for Securities Payments to Be Held in Trust.

Limitation on Liens.

Company Statement as to Compliance.






	 	 	 
	ARTICLE ELEVEN REDEMPTION OF SECURITIES

	Section 1101

Section 1102

Section 1103

Section 1104

Section 1105

Section 1106

Section 1107

Section 1108

	 	Optional Redemption.

Election to Redeem; Notice to Trustee.

Selection by Trustee of Securities to be Redeemed.

Notice of Redemption.

Deposit of Redemption Price.

Securities Payable on Redemption Date.

Securities Redeemed in Part.

Repurchases on the Open Market.






	 	 	 
	ARTICLE TWELVE MEETINGS OF HOLDERS OF SECURITIES

	Section 1201

Section 1202

Section 1203

Section 1204

Section 1205

Section 1206

	 	Purposes for Which Meetings May Be Called.

Call, Notice and Place of Meetings.

Persons Entitled to Vote at Meetings.

Quorum; Action.

Determination of Voting Rights; Conduct and Adjournment of Meetings.

Counting Votes and Recording Action of Meetings






INDENTURE, dated as of March 5, 2009, between THE WILLIAMS COMPANIES, INC., a Delaware
corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association, duly organized and validly existing under the laws of the United
States of America, as trustee (the “Trustee”).



The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of its 8.75% Senior Notes due 2020 (the “Securities”) and the Company and the
Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the
Holders (as defined herein) of the Securities.



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



NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 101 Definitions; Rules of Construction.



Except as otherwise expressly provided in or pursuant to this Indenture or unless the context
otherwise requires, for all purposes of this Indenture:



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



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



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



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



(5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B
or both,” not “either A or B but not both”).



(6) provisions apply to successive events and transactions;



(7) any reference to gender includes the masculine, feminine and the neuter, as the case may
be;



(8) references to agreements and other instruments include subsequent amendments thereto and
restatements thereof;



(9) “including” means “including without limitation”;



(10) all exhibits are incorporated by reference herein and expressly made a part of this
Indenture; and



(11) all references to articles, sections and exhibits (and subparts thereof) are to this
Indenture.



Certain terms used principally in certain Articles hereof are defined in those Articles.



“144A Global Security” means a Global Security substantially in the form of Exhibit A
hereto bearing the Global Security Legend and the Private Placement Legend and deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Securities sold in reliance on Rule
144A.



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



“Additional Interest” means all additional interest then owing pursuant to the
Registration Rights Agreement.



“Additional Securities” means additional Securities (other than the Initial Securities
and the Exchange Securities) issued under this Indenture in accordance with Section 202 hereof, as
part of the same series as the Initial Securities and the Exchange Securities.



“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for that Redemption Date.



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



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



“Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Security, the rules and procedures of the Depositary, Euroclear,
and Clearstream that apply to such transfer or exchange at the relevant time.



“Authenticating Agent” means any Person authorized by the Trustee pursuant to
Section 612 to act on behalf of the Trustee to authenticate the Securities.



“Authentication Order” has the meaning specified in Section 202.



“Authorized Newspaper” means a newspaper, in an official language of the place of
publication or in the English language, customarily published on each day that is a Business Day in
the place of publication, whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are required to be
made in Authorized Newspapers, the successive publications may be made in the same or in different
newspapers in the same city meeting the foregoing requirements and in each case on any day that is
a Business Day in the place of publication. If it shall be impractical in the opinion of the
Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any
publication or other notice in lieu thereof which is made or given with the approval of the Trustee
shall constitute a sufficient publication of such notice.



“Board of Directors” means:



(1) with respect to the Company, the board of directors of the Company or any committee of the
board of directors of the Company duly authorized to act generally or in any particular respect for
the Company under this Indenture;



(2) with respect to any other corporation, the board of directors of the corporation or any
authorized committee thereof;



(3) with respect to a limited liability company, the managing member or managing members of
such limited liability company or any authorized committee thereof;



(4) with respect to a partnership, the board of directors of the general partner of the
partnership or any authorized committee thereof; and



(5) with respect to any other Person, the board or committee of such Person serving a similar
function.



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



“Business Day” means each day that is not a Saturday, Sunday or other day on which
banking institutions in New York, New York or another Place of Payment are authorized or required
by law, regulation or executive order to close.



“Capital Stock” means:



(1) in the case of a corporation, corporate stock;



(2) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;



(3) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and



(4) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person.



“Clearstream” means Clearstream Banking, S.A.



“Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act or any successor agency.



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



“Company Request” and “Company Order” mean, respectively, a written request or
order, as the case may be, signed in the name of the Company by the Chairman of the Board of
Directors of the Company, a Vice Chairman, the President, a Vice President, the Treasurer, the
Assistant Treasurer, the Secretary or the Assistant Secretary or other person authorized by
resolution of the Board of Directors of the Company, and delivered to the Trustee.



“Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of
the Securities that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Securities.



“Comparable Treasury Price” means, with respect to any Redemption Date:



(1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after
excluding the highest and lowest of the Reference Treasury Dealer Quotations, or



(2) if the Quotation Agent obtains fewer than three Reference Treasury Dealer Quotations, the
average of all Reference Treasury Dealer Quotations so received.



“Consolidated Net Tangible Assets” means at any date of determination, the total
amount of assets of the Company and its Subsidiaries after deducting therefrom:



(1) all current liabilities (excluding (A) any current liabilities that by their terms are
extendable or renewable at the option of the obligor thereon to a time more than 12 months after
the time as of which the amount thereof is being computed, and (B) current maturities of long-term
debt); and



(2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks,
patents and other like intangible assets,



all as set forth, or on a pro forma basis would be set forth, on the consolidated balance
sheet of the Company for the Company’s most recently completed fiscal quarter, prepared in
accordance with GAAP.



“Corporate Trust Office” means the designated office of the Trustee at which the
corporate trust business of the Trustee shall at any particular time be administered, which office
at the date of original execution of this Indenture is located at 601 Travis Street, 16th Floor,
Houston, Texas 77002, Attention: Corporate Finance.



“Corporation” includes corporations and limited liability companies and, except for
purposes of Article Eight, associations, companies (other than limited liability companies) and
business trusts.



“CUSIP number” means the alphanumeric designation assigned to a Security by Standard &
Poor’s Corporation, CUSIP Service Bureau.



“Definitive Security” means a certificated Security registered in the name of the
Holder thereof (other than a Depositary or its nominee) and issued in accordance with Section 206
hereof, substantially in the form of Exhibit A hereto except that such Security shall not bear the
Global Security Legend and shall not have the “Schedule of Adjustments” attached thereto.



“Depositary” means, with respect to the Securities issuable or issued in whole or in
part in global form, the Person specified in Section 203 hereof as the Depositary with respect to
the Securities, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provisions of this Indenture.



“Dollars” or “$” means a dollar or other equivalent unit of legal tender for
payment of public or private debts in the United States of America.



“DTC” has the meaning specified in Section 203.



“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.



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



“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
thereto, in each case as amended from time to time.



“Exchange Offer Registration Statement” has the meaning specified in the Registration
Rights Agreement.



“Exchange Securities” means the Securities issued in the Registered Exchange Offer
pursuant to Section 206(6) hereof.



“GAAP” means generally accepted accounting principles in the United States, which are
in effect from time to time.



“Global Security” means, individually and collectively, each of the Restricted Global
Securities and the Unrestricted Global Securities deposited with or on behalf of and registered in
the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that
bears the Global Security Legend and that has the “Schedule of Adjustments” attached thereto,
issued in accordance with Section 201, 206(2)(C), 206(2)(D), 206(4)(B) or 206(6) hereof. As of the
date of this Indenture all of the Securities are represented by Global Securities.



“Global Security Legend” means the legend set forth in Section 206(7)(B) hereof, which
is required to be placed on all Global Securities issued under this Indenture.



“Government Obligations” means securities which are (1) direct obligations of the
United States of America where the payment or payments thereunder are supported by the full faith
and credit of the United States or (2) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America where the timely payment or
payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the
United States of America, and which, in the case of (1) or (2), are not callable or redeemable at
the option of the issuer or issuers thereof, and shall also include a Depositary receipt issued by
a bank or trust company as custodian with respect to any such Government Obligation or a specific
payment of interest on or principal of or other amount with respect to any such Government
Obligation held by such custodian for the account of the holder of a Depositary receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such Depositary receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on or principal of or
other amount with respect to the Government Obligation evidenced by such Depositary receipt.



“Holder” means, in the case of any Security, the Person in whose name such Security is
registered in the Security Register.



“IAI Global Security” means a Global Security substantially in the form of Exhibit A
hereto bearing the Global Security Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Securities sold to Institutional
Accredited Investors.



“Indebtedness” means, with respect to any specified Person, any obligation created or
assumed by such Person, whether or not contingent, for the repayment of money borrowed from others
or any guarantee thereof.



“Indenture” means this Indenture, as amended or supplemented from time to time,
pursuant to the applicable provisions hereof.



“Independent Registered Public Accounting Firm” means a firm of accountants that, with
respect to the Company and any other obligor under the Securities, is an independent registered
public accounting firm within the meaning of the Securities Act and the rules and regulations
promulgated by the Commission thereunder, who may be the independent registered public accounting
firm regularly retained by the Company or who may be another independent registered public
accounting firm. Such firm shall be entitled to rely upon any Opinion of Counsel as to the
interpretation of any legal matters relating to this Indenture or certificates required to be
provided hereunder.



“Indirect Participant” means a Person who holds a beneficial interest in a Global
Security through a Participant.



“Initial Securities” means the first $600,000,000 aggregate principal amount of
Securities issued under this Indenture on the date hereof.



“Institutional Accredited Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also
QIBs.



“interest” means any interest specified in any Security as being payable with respect
to that Security, and, where applicable, shall include Additional Interest. All references to
“interest” in this Indenture shall be deemed to include any such Additional Interest, if any, that
may be payable on the Securities.



“Interest Payment Date” means the Stated Maturity of an installment of interest on any
Security.



“Joint Venture” means any Person that is not a direct or indirect Subsidiary of the
Company in which the Company or any of its Subsidiaries owns any Capital Stock.



“Legal Holidays” has the meaning specified in Section 114.



“Letter of Transmittal” means the letter of transmittal to be prepared by the Company
and sent to all Holders of Securities for use by such Holders in connection with the Registered
Exchange Offer.



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



“Maturity” means the date on which the principal of the Securities or an installment
of interest becomes due and payable as provided in or pursuant to this Indenture, whether at the
Stated Maturity or by declaration of acceleration, notice of redemption or repurchase, notice of
option to elect repayment or otherwise, and includes the Redemption Date.



“Non-Recourse Indebtedness” means any Indebtedness incurred by any Joint Venture or
Non-Recourse Subsidiary which does not provide for recourse against the Company or any of its
Subsidiaries (other than a Non-Recourse Subsidiary) or any property or assets of the Company or any
of its Subsidiaries (other than the Capital Stock or the properties or assets of a Joint Venture or
Non-Recourse Subsidiary).



“Non-Recourse Subsidiary” means any Subsidiary of the Company (1) whose principal
purpose is to incur Non-Recourse Indebtedness and/or construct, lease, own or operate the assets
financed thereby, or to become a direct or indirect partner, member or other equity participant or
owner in a partnership, limited partnership, limited liability partnership, corporation (including
a business trust), limited liability company, unlimited liability company, joint stock company,
trust, unincorporated association or joint venture created for such purpose (collectively, a
“Business Entity”), (2) who is not an obligor or otherwise bound with respect to any Indebtedness
other than Non-Recourse Indebtedness, (3) substantially all the assets of which Subsidiary or
Business Entity are limited to (x) those assets being financed (or to be financed), or the
operation of which is being financed (or to be financed), in whole or in part by Non-Recourse
Indebtedness, or (y) Capital Stock in, or Indebtedness or other obligations of, one or more other
Non-Recourse Subsidiaries or Business Entities, and (4) any Subsidiary of a Non-Recourse
Subsidiary; provided, that such Subsidiary shall be considered to be a Non-Recourse Subsidiary only
to the extent that and for so long as each of the above requirements are met.



“Non-U.S. Person” means a Person who is not a U.S. Person.



“Office” or “Agency” means an office or agency of the Company maintained or
designated in a Place of Payment for the Securities pursuant to Section 1002 or any other office or
agency of the Company maintained or designated for the Securities pursuant to Section 1002 or, to
the extent designated or required by Section 1002 in lieu of such office or agency, the Corporate
Trust Office of the Trustee.



“Officer” means, with respect to any Person, the Chairman of the Board of Directors, a
Vice Chairman, the Chief Executive Officer, the President, a Vice President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Assistant Secretary of such Person, or other person authorized by resolution of
the Board of Directors of such Person.



“Officer’s Certificate” means a certificate signed by the Chairman of the Board of
Directors, a Vice Chairman, the President, a Vice President, the Treasurer, any Assistant
Treasurer, the Secretary or the Assistant Secretary, or other person authorized by resolution of
the Board of Directors of the Company, that, if applicable, complies with the requirements of
Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.



“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or
counsel for the Company or other counsel that, if applicable, complies with the requirements of
Section 314(e) of the Trust Indenture Act.



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



(1) any such Security theretofore cancelled by the Trustee or accepted by the Trustee for
cancellation including Securities tendered and exchanged for other securities of the Company, or
any reductions in the interest in a Global Security effected by the Trustee in accordance with the
provisions of this Indenture;



(2) any such Security for which payment at the Maturity thereof money in the necessary amount
has been theretofore deposited pursuant hereto (other than pursuant to Section 402) with the
Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent) for the Holders of such
Securities, provided that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;



(3) any such Security with respect to which the Company has effected defeasance or covenant
defeasance pursuant to the terms hereof, except to the extent provided in Section 402; and



(4) any such Security which has been paid pursuant to Section 207 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this Indenture,
unless there shall have been presented to the Trustee proof satisfactory to it that such Security
is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company;



provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes,
Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor, shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in making any such determination or relying
upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer actually knows to be so owned shall be so disregarded. Securities so
owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of a Responsible Officer (A) the pledgee’s right so to act with
respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon
the Securities or an Affiliate of the Company or such other obligor.



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



“Paying Agent” has the meaning specified in Section 203.



“Permitted Liens” means:



(1) any Lien existing on any property at the time of the acquisition thereof and not created
in contemplation of such acquisition by the Company or any of its Subsidiaries, whether or not
assumed by the Company or any of its Subsidiaries;



(2) any Lien existing on any property of a Subsidiary of the Company at the time it becomes a
Subsidiary of the Company and not created in contemplation thereof and any Lien existing on any
property of any Person at the time such Person is merged or liquidated into or consolidated with
the Company or any Subsidiary thereof and not created in contemplation thereof;



(3) purchase money and analogous Liens incurred in connection with the acquisition,
development, construction, improvement, repair, or replacement of property (including such Liens
securing Indebtedness incurred within 12 months of the date on which such property was acquired,
developed, constructed, improved, repaired or replaced) provided that all such Liens attach only to
the property acquired, developed, constructed, improved, repaired or replaced and the principal
amount of the Indebtedness secured by such Lien shall not exceed the gross cost of the property;



(4) any Liens created or assumed to secure Indebtedness of the Company or any Subsidiary of
the Company maturing within 12 months of the date of creation thereof and not renewable or
extendible by the terms thereof at the option of the obligor beyond such 12 months;



(5) Liens on accounts receivable and related proceeds thereof arising in connection with a
receivables financing and any Lien held by the purchaser of receivables derived from property or
assets sold by the Company or any Subsidiary thereof and securing such receivables resulting from
the exercise of any rights arising out of defaults on such receivables;



(6) leases constituting Liens now or hereafter existing and any renewals or extensions
thereof;



(7) any Lien securing industrial development, pollution control or similar revenue bonds;



(8) Liens existing on the date hereof;



(9) Liens in favor of the Company or any of its Subsidiaries;



(10) Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace
Indebtedness (“Refinanced Indebtedness”) secured by a Lien permitted to be incurred under this
Indenture; provided, that the principal amount of such Refinanced Indebtedness does not exceed the
principal amount of Indebtedness refinanced (plus the amount of penalties, premiums, fees, accrued
interest and reasonable expenses incurred therewith) at the time of refinancing;



(11) Liens on any assets or properties, or pledges of the Capital Stock, of (a) any Joint
Venture owned by the Company or any of its Subsidiaries or (b) any Non-Recourse Subsidiary, in each
case only to the extent securing Non-Recourse Indebtedness of such Joint Venture or Non-Recourse
Subsidiary;



(12) Liens on the products and proceeds (including insurance, condemnation and eminent domain
proceeds) of and accessions to, and contract or other rights (including rights under insurance
policies and product warranties) derivative of or relating to, property permitted by this Indenture
to be subject to Liens but subject to the same restrictions and limitations set forth in this
Indenture as to Liens on such property (including the requirement that such Liens on products,
proceeds, accessions, and rights secure only obligations that such property is permitted to
secure);



(13) any Liens securing Indebtedness neither assumed nor guaranteed by the Company or a
Subsidiary of the Company nor on which the Company or a Subsidiary of the Company customarily pays
interest, existing upon real estate or rights in or relating to real estate (including
rights-of-way and easements) acquired by the Company or such Subsidiary, which mortgage Liens do
not materially impair the use of such property for the purposes for which it is held by the Company
or such Subsidiary;



(14) any Lien existing or hereafter created on any office equipment, data processing equipment
(including computer and computer peripheral equipment), or transportation equipment (including
motor vehicles, aircraft, and marine vessels);



(15) undetermined Liens and charges incidental to construction or maintenance;



(16) any Lien created or assumed by the Company or a Subsidiary of the Company on oil, gas,
coal, or other mineral or timber property owned by the Company or a Subsidiary of the Company; and



(17) any Lien created by the Company or a Subsidiary of the Company on any contract (or any
rights thereunder or proceeds therefrom) providing for advances by the Company or such Subsidiary
to finance gas exploration and development, which Lien is created to secure indebtedness incurred
to finance such advances.



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



“Place of Payment” means the place or places where the principal of, or any premium or
interest on, the Securities are payable as provided in or pursuant to this Indenture.



“Private Placement Legend” means the legend set forth in Section 206(7)(A)(i) hereof
to be placed on all Securities issued under this Indenture except where otherwise permitted by the
provisions of this Indenture.



“QIB” means a “qualified institutional buyer” as defined in Rule 144A.



“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



“Redemption Date” means, with respect to any Security or portion thereof to be
redeemed, each date fixed for such redemption by or pursuant to this Indenture or such Security.



“Redemption Price” means, with respect to any Security or portion thereof to be
redeemed, the price at which it is to be redeemed including, if applicable, accrued and unpaid
interest as determined by or pursuant to this Indenture or such Security.



“Reference Treasury Dealer Quotations” means, with respect to any Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at
5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date.



“Reference Treasury Dealers” means (1) Citigroup Global Markets Inc., Banc of America
Securities LLC, J.P. Morgan Securities Inc., and Barclays Capital Inc., and their successors,
unless any of such entities ceases to be a primary U.S. Government securities dealer in New York
City (a “Primary Treasury Dealer”), in which case the Company shall substitute another Primary
Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Company.



“Registration Rights Agreement” means the Registration Rights Agreement, dated as of
March 5, 2009, between the Company and Citigroup Global Markets Inc., as such agreement may be
amended, modified or supplemented from time to time, and, with respect to any Additional
Securities, one or more registration rights agreements among the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating
to rights given by the Company to the purchasers of Additional Securities to register such
Additional Securities under the Securities Act.



“Regulation S Global Security” means a Global Security substantially in the form of
Exhibit A hereto bearing the Global Security Legend and the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Securities sold in reliance on Rule
903 of Regulation S.



“Regulation S” means Regulation S promulgated under the Securities Act.



“Registered Exchange Offer” has the meaning set forth in the Registration Rights
Agreement.



“Registrar” has the meaning specified in Section 203.



“Regular Record Date” for the interest payable on any Security on any Interest Payment
Date therefor means the date, if any, specified in or pursuant to this Indenture or such Security
as the “Regular Record Date.”



“Responsible Officer” means any officer of the Trustee in its Corporate Trust Office
with direct responsibility for the administration of this Indenture, and also, with respect to a
particular corporate trust matter, any other officer of the Trustee to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject.



“Restricted Definitive Security” means a Definitive Security bearing the Private
Placement Legend.



“Restricted Global Security” means a Global Security bearing the Private Placement
Legend.



“Restricted Period” means the 40-day distribution compliance period as defined in
Regulation S.



“Rule 144” means Rule 144 promulgated under the Securities Act.



“Rule 144A” means Rule 144A promulgated under the Securities Act.



“Rule 903” means Rule 903 promulgated under the Securities Act.



“Rule 904” means Rule 904 promulgated under the Securities Act.



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



“Security” or “Securities” has the meaning assigned to it in the preamble to
this Indenture. The Initial Securities, the Exchange Securities and the Additional Securities
shall be treated as a single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Securities shall include the Initial Securities, the
Exchange Securities and any Additional Securities.



“Security Register” has the meaning specified in Section 203.



“Shelf Registration Statement” means the Shelf Registration Statement as defined in
the Registration Rights Agreement.



“Stated Maturity” means the date established by or pursuant to this Indenture or the
Securities as the fixed date on which the principal of the Securities or any installment of
interest is due and payable.



“Subsidiary” means, with respect to any specified Person:



(1) any corporation, association or other business entity (other than a partnership or limited
liability company) of which more than 50% of the total voting power of Voting Stock is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and



(2) any partnership (whether general or limited) or limited liability company (a) the sole
general partner or member of which is such Person or a Subsidiary of such Person, or (b) if there
is more than a single general partner or member, either (x) the only managing general partners or
managing members of which are such Person or one or more Subsidiaries of such Person (or any
combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the
outstanding general partner interests, member interests or other Voting Stock of such partnership
or limited liability company, respectively.



“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act
or provision, as the case may be, as amended or replaced from time to time or as supplemented from
time to time by rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.



“Trustee” means The Bank of New York Mellon Trust Company, N.A. until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the
successor serving hereunder.



“United States” means, except as otherwise provided in or pursuant to this Indenture,
the United States of America (including the states thereof and the District of Columbia), its
territories and possessions and other areas subject to its jurisdiction.



“Unrestricted Definitive Security” means a Definitive Security that does not bear and
is not required to bear the Private Placement Legend.



“Unrestricted Global Security” means a Global Security that does not bear and is not
required to bear the Private Placement Legend.



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



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



“Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors of such Person.



Section 102 Compliance Certificates and Opinions.



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



Every certificate or opinion with respect to compliance with a condition or covenant or
covenant provided for in this Indenture (other than a certificate delivered pursuant to
Section 1005) shall include:



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



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



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



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



Section 103 Form of Documents Delivered to Trustee.



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



Any certificate or opinion of an Officer of the Company may be based, insofar as it relates to
legal matters, upon an Opinion of Counsel, unless such Officer knows that the opinion with respect
to the matters upon which his certificate or opinion is based are erroneous. Any such Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an Officer or Officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company unless such counsel knows that
the certificate or opinion or representations with respect to such matters are erroneous. Any
certificate, statement or opinion of an Officer of the Company or any Opinion of Counsel may be
based, insofar as it relates to accounting matters, upon a certificate or opinion of or
representations by an accountant or firm of accountants in the employ of the Company, unless such
Officer or counsel, as the case may be, knows that the certificate or opinion or representations
with respect to the accounting matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous.



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



Section 104 Acts of Holders.



(1) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by or pursuant to this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments (including instruments in electronic, digital or other
machine-readable form) of substantially similar tenor signed by such Holders (whether in person or
through signatures in electronic, digital or other machine-readable form) or by an agent duly
appointed in writing (including writings in electronic, digital or other machine-readable form) or
may be embodied in and evidenced by the record of Holders voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders duly called and held in
accordance with the provisions of Article Twelve, or a combination of such instruments or record.
Except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Company. Such instrument or instruments or record or both (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner provided in this Section
104. The record of any meeting of Holders of Securities shall be proved in the manner provided in
Section 1206.



Without limiting the generality of this Section 104, unless otherwise provided in or pursuant
to this Indenture, a Holder, including a Depositary that is a Holder of a Global Security, may
make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture or the Securities to be made, given or taken by Holders, and a Depositary that is a
Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests
in any such Global Security through such Depositary’s standing instructions and customary
practices.



The Trustee may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Security held by a Depositary entitled under the
procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by Holders.



(2) The fact and date of the execution by any Person of any such instrument or writing
referred to in this Section 104 may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may determine; and the
Trustee may in any instance require further proof with respect to any of the matters referred to in
this Section 104.



(3) The ownership, principal amount and serial numbers of the Securities held by any Person,
and the date of the commencement and the date of the termination of holding the same, shall be
proved by the Security Register.



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



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



Section 105 Notices, etc. to Trustee and Company.



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



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



(2) the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid
or airmail postage prepaid if sent from outside the United States, to the Company addressed to the
attention of its Treasurer (with a copy to the General Counsel) at the address of its principal
office specified in the first paragraph of this instrument or at any other address previously
furnished in writing to the Trustee by the Company.



Section 106 Notice to Holders of Securities; Waiver.



Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall be sufficiently given
to Holders of the Securities if in writing and mailed, first-class postage prepaid, to each Holder
of a Security affected by such event, at his address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice. In any case where notice to Holders of the Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a
Security shall affect the sufficiency of such notice with respect to other Holders of the
Securities given as provided herein. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given or provided. In the case by reason of the
suspension of regular mail service or by reason of any other cause it shall be impracticable to
give such notice by mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.



Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed
with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.



Section 107 Language of Notices.



Any request, demand, authorization, direction, notice, consent, election or waiver required or
permitted under this Indenture shall be in the English language, except that, if the Company so
elects, any published notice may be in an official language of the country of publication (with a
copy in English to be provided to the Trustee).



Section 108 Incorporation by Reference of Trust Indenture Act; Trust Indenture Act Controls.



(1) If any provision hereof limits, qualifies or conflicts with the duties that would be
imposed by any of Sections 310 to 317 of the Trust Indenture Act through operation of
Section 318(c) thereof on any person, such imposed duties shall control. The following Trust
Indenture Act terms have the following meanings:



“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; and



“obligor” on the indenture securities means the Company and any other obligor on the indenture
securities.



All other Trust Indenture Act terms used in this Indenture that are defined by the Trust
Indenture Act, defined in the Trust Indenture Act by reference to another statute or defined by
Commission rule have the meanings assigned to them by such definitions.



(2) If any provision of this Indenture limits, qualifies or conflicts with another provision
which is required to be included in this Indenture by the Trust Indenture Act, the provision
required by the Trust Indenture Act shall control.



Section 109 Effect of Headings and Table of Contents.



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



Section 110 Successors and Assigns.



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



Section 111 Separability Clause.



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



Section 112 Benefits of Indenture.



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



Section 113 Governing Law; Waiver of Trial by Jury.



This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made or instruments entered into and, in
each case, performed in said state. Each of the Company and the Trustee hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Indenture, the Securities or the transactions
contemplated hereby.



Section 114 Legal Holidays.



Unless otherwise specified in or pursuant to this Indenture or the Securities, in any case
where any Interest Payment Date, Stated Maturity or Maturity of any Security shall not be a
Business Day (a “Legal Holiday”) at any Place of Payment, then (notwithstanding any other
provision of this Indenture or the Securities) payment need not be made at such Place of Payment on
such date, but such payment may be made on the next succeeding day that is a Business Day at such
Place of Payment with the same force and effect as if made on the Interest Payment Date or at the
Stated Maturity or Maturity, and no interest shall accrue on the amount payable on such date or at
such time for the period from and after such Interest Payment Date, Stated Maturity, or Maturity,
as the case may be, to the next succeeding Business Day.



Section 115 Counterparts.



This Indenture may be executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.



Section 116 Limitation on Individual Liability.



No recourse under or upon any obligation, covenant or agreement contained in this Indenture or
in any Security, or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, shareholder, officer or director, as such, past, present or future, of
the Company or of any successor, either directly or through the Company or any successor, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators, shareholders, officers or directors,
as such, of the Company or any successor, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity or by constitution
or statute, of, and any and all such rights and claims against, every such incorporator,
shareholder, officer or director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any Security or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and the issuance of such
Security.



ARTICLE TWO




THE SECURITIES




Section 201 Form and Dating.



(1) General. The Securities and the Trustee’s certificate of authentication will be
substantially in the form of Exhibit A hereto. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security will be dated the date
of its authentication. The principal of, and any premium or interest on, the Securities shall be
payable in Dollars. The Securities shall be in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.



The terms and provisions contained in the Securities will constitute, and are hereby expressly
made, a part of this Indenture and the Company and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to
the extent any provision of any Security conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.



(2) Global Securities. Securities issued in global form will be substantially in the form of
Exhibit A hereto (including the Global Security Legend thereon and the “Schedule of Adjustments”
attached thereto). Securities issued in definitive form will be substantially in the form of
Exhibit A hereto (but without the Global Security Legend thereon and without the “Schedule of
Adjustments” attached thereto). Each Global Security will represent such of the outstanding
Securities as will be specified therein and each shall provide that it represents the aggregate
principal amount of Outstanding Securities from time to time endorsed thereon and that the
aggregate principal amount of Outstanding Securities represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global Security to reflect the amount of any increase or decrease in the aggregate principal amount
of Outstanding Securities represented thereby will be made by the Trustee or the custodian for the
Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 206 hereof. Securities offered and sold to a QIB in reliance on
Rule 144A shall be issued initially in the form of one or more 144A Global Securities and numbered
from 1 upward with the prefix “RA”, Securities offered and sold in reliance on Regulation S shall
be issued initially in the form of one or more Regulation S Global Securities and numbered from 1
upward with the prefix “RS”, Securities offered and sold to Institutional Accredited Investors
shall be issued initially in the form of one or more IAI Global Securities and numbered from 1
upward with the prefix “RI” and Exchange Securities shall be issued initially in the form of one or
more permanent Global Securities with the Global Legend and numbered from 1 upward with the prefix
“R”, which in each case shall be deposited with the Trustee, as custodian for the Depositary (or
with such other custodian as the Depositary may direct), and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may from
time to time be increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee as hereinafter provided.



(3) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will
be applicable to transfers of beneficial interests in the Regulation S Global Security that are
held by Participants through Euroclear or Clearstream.



Section 202 Execution and Authentication.



At least one Officer must sign the Securities for the Company by manual or facsimile
signature.



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



A Security will not be valid until authenticated by the manual signature of an authorized
signatory of the Trustee. The signature will be conclusive evidence that the Security has been
authenticated under this Indenture.



The Trustee will, upon receipt of a written order of the Company signed by an Officer (an
“Authentication Order”), authenticate Securities for original issue that may be validly
issued under this Indenture, including any Additional Securities. The aggregate principal amount
of Securities Outstanding at any time may not exceed the aggregate principal amount of Securities
authorized for issuance by the Company pursuant to one or more Authentication Orders, except as
provided in Section 207 hereof.



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



Section 203 Registrar and Paying Agent.



The Company will maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where
Securities may be presented for payment (“Paying Agent”). The Registrar will keep a
register of the Securities (the “Security Register”) 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 may change any Paying Agent or Registrar without notice to any Holder.
The Company will notify the Trustee in writing of the name and address of any Agent not a party to
this Indenture. If the Company fails to appoint or maintain a Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.



The Company initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Securities.



The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act
as custodian for the Depositary with respect to the Global Securities.



Section 204 Paying Agent to Hold Money in Trust.



The Company will 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, premium, if any, or interest on the 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. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Company, the Trustee will serve as Paying Agent for the Securities.



Section 205 Holder Lists.



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



Section 206 Transfer and Exchange.



(1) Transfer and Exchange of Global Securities. A Global Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. All Global Securities will be
exchanged by the Company for Definitive Securities if:




(A) the Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing agency
registered under the Exchange Act and, in either case, a successor Depositary is not
appointed by the Company within 120 days after the date of such notice from the Depositary;




(B) the Company in its sole discretion, and subject to all the procedures of the
Depositary, determines that the Global Securities (in whole but not in part) should be
exchanged for Definitive Securities and delivers a written notice to such effect to the
Trustee; or




(C) there has occurred and is continuing a default or Event of Default with respect to
the Securities.



Upon the occurrence of either of the preceding events in (A) or (B) above, Definitive
Securities shall be issued in such names as the Depositary shall instruct the Trustee. Global
Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 207 and
208 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global
Security or any portion thereof, pursuant to this Section 206 or Section 207 or 208 hereof, shall
be authenticated and delivered in the form of, and shall be, a Global Security. A Global Security
may not be exchanged for another Security other than as provided in this Section 206(1), however,
beneficial interests in a Global Security may be transferred and exchanged as provided in Section
206(2), (3) or (6) hereof.



(2) Transfer and Exchange of Beneficial Interests in the Global Securities. The transfer and
exchange of beneficial interests in the Global Securities will be effected through the Depositary,
in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities will be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Securities also will require compliance with either subparagraph
(A) or (B) below, as applicable, as well as one or more of the other following subparagraphs, as
applicable:




(A) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests
in any Restricted Global Security may be transferred to Persons who take delivery thereof in
the form of a beneficial interest in the same Restricted Global Security in accordance with
the transfer restrictions set forth in the Private Placement Legend; provided, however, that
prior to the expiration of the Restricted Period, transfers of beneficial interests in the
Regulation S Global Security may not be made to a U.S. Person or for the account or benefit
of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any
Unrestricted Global Security may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in an Unrestricted Global Security. No written orders or
instructions shall be required to be delivered to the Registrar to effect the transfers
described in this Section 206(2)(A).




(B) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In
connection with all transfers and exchanges of beneficial interests that are not subject to
Section 206(2)(A) above, the transferor of such beneficial interest must deliver to the
Registrar either:




(i) both:




(a) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to credit or cause to be credited a beneficial interest in
another Global Security in an amount equal to the beneficial interest to be
transferred or exchanged; and




(b) instructions given in accordance with the Applicable Procedures
containing information regarding the Participant account to be credited with
such increase; or




(ii) both:




(a) a written order from a Participant or an Indirect Participant given
to the Depositary in accordance with the Applicable Procedures directing the
Depositary to cause to be issued a Definitive Security in an amount equal to
the beneficial interest to be transferred or exchanged; and




(b) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Security
shall be registered to effect the transfer or exchange referred to in (A)
above.



Upon consummation of a Registered Exchange Offer by the Company in accordance with Section 206(6)
hereof, the requirements of this Section 206(2)(B) shall be deemed to have been satisfied upon
receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by
the Holder of such beneficial interests in the Restricted Global Securities. Upon satisfaction of
all of the requirements for transfer or exchange of beneficial interests in Global Securities
contained in this Indenture and the Securities or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global Securities pursuant to Section
206(8) hereof.




(C) Transfer of Beneficial Interests to Another Restricted Global Security. A
beneficial interest in any Restricted Global Security may be transferred to a Person who
takes delivery thereof in the form of a beneficial interest in another Restricted Global
Security if the transfer complies with the requirements of Section 206(2)(B) above and the
Registrar receives the following:




(i) if the transferee will take delivery in the form of a beneficial interest
in the 144A Global Security, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (1) thereof;




(ii) if the transferee will take delivery in the form of a beneficial interest
in the Regulation S Global Security, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications in item (2) thereof;
and




(iii) if the transferee will take delivery in the form of a beneficial interest
in the IAI Global Security, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable.




(D) Transfer and Exchange of Beneficial Interests in a Restricted Global Security for
Beneficial Interests in an Unrestricted Global Security. A beneficial interest in any
Restricted Global Security may be exchanged by any holder thereof for a beneficial interest
in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in
the form of a beneficial interest in an Unrestricted Global Security if the exchange or
transfer complies with the requirements of Section 206(2)(B) above and:




(i) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the holder of the
beneficial interest to be transferred, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the
distribution of the Exchange Securities or (iii) a Person who is an affiliate (as
defined in Rule 144) of the Company;




(ii) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




(iii) such transfer is effected by a Broker-Dealer pursuant to the Registered
Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




(iv) the Registrar receives the following:




(a) if the holder of such beneficial interest in a Restricted Global
Security proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Security, a certificate from such holder
in the form of Exhibit C hereto, including the certifications in item (1)(a)
thereof; or




(b) if the holder of such beneficial interest in a Restricted Global
Security proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (iv), if the Company so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.



If any such transfer is effected pursuant to subparagraph (ii) or (iv) above at a time when an
Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of
an Authentication Order in accordance with Section 202 hereof, the Trustee shall authenticate one
or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate
principal amount of beneficial interests transferred pursuant to subparagraph (ii) or (iv) above.



Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Security.



(3) Transfer or Exchange of Beneficial Interests for Definitive Securities.




(A) Beneficial Interests in Restricted Global Securities to Restricted Definitive
Securities. If any holder of a beneficial interest in a Restricted Global Security proposes
to exchange such beneficial interest for a Restricted Definitive Security or to transfer
such beneficial interest to a Person who takes delivery thereof in the form of a Restricted
Definitive Security, then, upon receipt by the Registrar of the following documentation:




(i) if the holder of such beneficial interest in a Restricted Global Security
proposes to exchange such beneficial interest for a Restricted Definitive Security,
a certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (2)(a) thereof;




(ii) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;




(iii) if such beneficial interest is being transferred to a Non-U.S. Person in
an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof;




(iv) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




(v) if such beneficial interest is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements
of the Securities Act other than those listed in subparagraphs (B) through (D)
above, a certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3) thereof, if
applicable;




(vi) if such beneficial interest is being transferred to the Company or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or




(vii) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,



the Trustee shall cause the aggregate principal amount of the applicable Global Security to be
reduced accordingly pursuant to Section 206(8) hereof, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive
Security in the appropriate principal amount. Any Definitive Security issued in exchange for a
beneficial interest in a Restricted Global Security pursuant to this Section 206(3) shall be
registered in such name or names and in such authorized denomination or denominations as the holder
of such beneficial interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Securities
to the Persons in whose names such Securities are so registered. Any Definitive Security issued in
exchange for a beneficial interest in a Restricted Global Security pursuant to this Section
206(3)(A) shall bear the Private Placement Legend and shall be subject to all restrictions on
transfer contained therein.




(B) Beneficial Interests in Restricted Global Securities to Unrestricted Definitive
Securities. A holder of a beneficial interest in a Restricted Global Security may exchange
such beneficial interest for an Unrestricted Definitive Security or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Security only if:




(i) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the holder of such
beneficial interest, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (a) a
Broker-Dealer, (b) a Person participating in the distribution of the Exchange
Securities, or (c) a Person who is an affiliate (as defined in Rule 144) of the
Company;




(ii) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




(iii) such transfer is effected by a Broker-Dealer pursuant to the Registered
Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




(iv) the Registrar receives the following:




(a) if the holder of such beneficial interest in a Restricted Global
Security proposes to exchange such beneficial interest for an Unrestricted
Definitive Security, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (1)(b) thereof; or




(b) if the holder of such beneficial interest in a Restricted Global
Security proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Security, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;




and, in each such case set forth in this subparagraph (iv), if the Company so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.




(C) Beneficial Interests in Unrestricted Global Securities to Unrestricted Definitive
Securities. If any holder of a beneficial interest in an Unrestricted Global Security
proposes to exchange such beneficial interest for a Definitive Security or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Definitive
Security, then, upon satisfaction of the conditions set forth in Section 206(2)(B) hereof,
the Trustee will cause the aggregate principal amount of the applicable Global Security to
be reduced accordingly pursuant to Section 206(8) hereof, and the Company will execute and
the Trustee will authenticate and deliver to the Person designated in the instructions a
Definitive Security in the appropriate principal amount. Any Definitive Security issued in
exchange for a beneficial interest pursuant to this Section 206(3)(C) will be registered in
such name or names and in such authorized denomination or denominations as the holder of
such beneficial interest requests through instructions to the Registrar from or through the
Depositary and the Participant or Indirect Participant. The Trustee will deliver such
Definitive Securities to the Persons in whose names such Securities are so registered. Any
Definitive Security issued in exchange for a beneficial interest pursuant to this Section
206(3)(C) will not bear the Private Placement Legend.



(4) Transfer and Exchange of Definitive Securities for Beneficial Interests.




(A) Restricted Definitive Securities to Beneficial Interests in Restricted Global
Securities. If any Holder of a Restricted Definitive Security proposes to exchange such
Security for a beneficial interest in a Restricted Global Security or to transfer such
Restricted Definitive Securities to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of
the following documentation:




(i) if the Holder of such Restricted Definitive Security proposes to exchange
such Security for a beneficial interest in a Restricted Global Security, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (2)(b) thereof;




(ii) if such Restricted Definitive Security is being transferred to a QIB in
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (1) thereof;




(iii) if such Restricted Definitive Security is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;




(iv) if such Restricted Definitive Security is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance
with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(a) thereof;




(v) if such Restricted Definitive Security is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (ii)
through (iv) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item
(3) thereof, if applicable;




(vi) if such Restricted Definitive Security is being transferred to the Company
or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof; or




(vii) if such Restricted Definitive Security is being transferred pursuant to
an effective registration statement under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (3)(c)
thereof,




the Trustee will cancel the Restricted Definitive Security, increase or cause to be
increased the aggregate principal amount of, in the case of clause (i) above, the
appropriate Restricted Global Security, in the case of clause (ii) above, the 144A
Global Security, and in the case of clause (iii) above, the Regulation S Global
Security, and in all other cases, the IAI Global Security.




(B) Restricted Definitive Securities to Beneficial Interests in Unrestricted Global
Securities. A Holder of a Restricted Definitive Security may exchange such Security for a
beneficial interest in an Unrestricted Global Security or transfer such Restricted
Definitive Security to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Security only if:




(i) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the Holder, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (a) a Broker-Dealer, (b) a Person
participating in the distribution of the Exchange Securities, or (c) a Person who is
an affiliate (as defined in Rule 144) of the Company;




(ii) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




(iii) such transfer is effected by a Broker-Dealer pursuant to the Registered
Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or




(iv) the Registrar receives the following:




(a) if the Holder of such Definitive Securities proposes to exchange
such Securities for a beneficial interest in the Unrestricted Global
Security, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(c) thereof; or




(b) if the Holder of such Definitive Securities proposes to transfer
such Securities to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Security, a certificate from
such Holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof;




and, in each such case set forth in this subparagraph (iv), if the Company so
requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such exchange or transfer is
in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act.



Upon satisfaction of the conditions of any of the subparagraphs in this Section 206(4)(B), the
Trustee will cancel the Definitive Securities and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Security.




(C) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global
Securities. A Holder of an Unrestricted Definitive Security may exchange such Security for
a beneficial interest in an Unrestricted Global Security or transfer such Definitive
Securities to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or
transfer, the Trustee will cancel the applicable Unrestricted Definitive Security and
increase or cause to be increased the aggregate principal amount of one of the Unrestricted
Global Securities.




If any such exchange or transfer from a Definitive Security to a beneficial interest is
effected pursuant to subparagraphs (B)(ii), (B)(iv) or (C) above at a time when an
Unrestricted Global Security has not yet been issued, the Company will issue and, upon
receipt of an Authentication Order in accordance with Section 202 hereof, the Trustee will
authenticate one or more Unrestricted Global Securities in an aggregate principal amount
equal to the principal amount of Definitive Securities so transferred.



(5) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by
a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section
206(5), the Registrar will register the transfer or exchange of Definitive Securities. Prior to
such registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, required pursuant to the following
provisions of this Section 206(5).




(A) Restricted Definitive Securities to Restricted Definitive Securities. Any
Restricted Definitive Security may be transferred to and registered in the name of Persons
who take delivery thereof in the form of a Restricted Definitive Security if the Registrar
receives the following:




(i) if the transfer will be made pursuant to Rule 144A, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;




(ii) if the transfer will be made pursuant to Rule 903 or Rule 904, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and




(iii) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3) thereof, if applicable.




(B) Restricted Definitive Securities to Unrestricted Definitive Securities. Any
Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted
Definitive Security or transferred to a Person or Persons who take delivery thereof in the
form of an Unrestricted Definitive Security if:




(i) such exchange or transfer is effected pursuant to the Registered Exchange
Offer in accordance with the Registration Rights Agreement and the Holder, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (a) a Broker-Dealer, (b) a Person
participating in the distribution of the Exchange Securities, or (c) a Person who is
an affiliate (as defined in Rule 144) of the Company;




(ii) any such transfer is effected pursuant to the Shelf Registration Statement
in accordance with the Registration Rights Agreement;




(iii) any such transfer is effected by a Broker-Dealer pursuant to the
Registered Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or




(iv) the Registrar receives the following:




(a) if the Holder of such Restricted Definitive Securities proposes to
exchange such Securities for an Unrestricted Definitive Security, a
certificate from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(d) thereof; or




(b) if the Holder of such Restricted Definitive Securities proposes to
transfer such Securities to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Security, a certificate from such Holder
in the form of Exhibit B hereto, including the certifications in item (4)
thereof;




and, in each such case set forth in this subparagraph (iv), if the Company so
requests, an Opinion of Counsel in form reasonably acceptable to the Company to the
effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities
Act.




(C) Unrestricted Definitive Securities to Unrestricted Definitive Securities. A Holder
of Unrestricted Definitive Securities may transfer such Securities to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Security. Upon receipt of a
request to register such a transfer, the Registrar shall register the Unrestricted
Definitive Securities pursuant to the instructions from the Holder thereof.



(6) Registered Exchange Offer. Upon the occurrence of the Registered Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an
Authentication Order in accordance with Section 202 hereof, the Trustee will authenticate:




(A) one or more Unrestricted Global Securities in an aggregate principal amount equal
to the principal amount of the beneficial interests in the Restricted Global Securities
accepted for exchange in the Registered Exchange Offer by Persons that certify in the
applicable Letters of Transmittal that (i) they are not Broker-Dealers, (ii) they are not
participating in a distribution of the Exchange Securities and (iii) they are not affiliates
(as defined in Rule 144) of the Company; and




(B) Unrestricted Definitive Securities in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Securities accepted for exchange in the
Registered Exchange Offer by Persons that certify in the applicable Letters of Transmittal
that (i) they are not Broker-Dealers, (ii) they are not participating in a distribution of
the Exchange Securities, and (iii) they are not affiliates (as defined in Rule 144) of the
Company.



Concurrently with the issuance of such Securities, the Trustee will cause the aggregate
principal amount of the applicable Restricted Global Securities to be reduced accordingly, and the
Company will execute and the Trustee will authenticate and deliver to the Persons designated by the
Holders of Definitive Securities so accepted Unrestricted Definitive Securities in the appropriate
principal amount.



(7) Legends. The following legends will appear on the face of all Global Securities and
Definitive Securities issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.




(A) Private Placement Legend.




(i) Except as permitted by subparagraph (ii) below, each Global Security and
each Definitive Security (and all Securities issued in exchange therefor or
substitution thereof) shall bear the legend in substantially the following form:



“THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE
NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:



(1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT, (B) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”);



(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) TO THE WILLIAMS
COMPANIES, INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE REGISTRATION OF THE TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN
BE OBTAINED FROM THE TRUSTEE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
OF THE CASES, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION;



(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND



(4) AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS, OR OTHERWISE TRANSFERS THIS SECURITY, THE
WILLIAMS COMPANIES, INC. MAY REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A WRITTEN OPINION,
CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM THAT SUCH PROPOSED
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED
STATES. AS USED IN THIS SECURITY, THE TERMS “OFFSHORE TRANSACTION,” “U.S. PERSON” AND “UNITED
STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT.”




(ii) Notwithstanding the foregoing, any Global Security or Definitive Security
issued pursuant to subparagraphs (2)(D), (3)(B), (3)(C), (4)(B), (4)(C), (5)(B),
(5)(C) or (6) of this Section 206 (and all Securities issued in exchange therefor or
substitution thereof) will not bear the Private Placement Legend.




(B) Global Security Legend. Each Global Security will bear a legend in substantially
the following form:



“THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT
BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND
DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY
SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE WILLIAMS COMPANIES, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”



(8) Cancellation and/or Adjustment of Global Securities. At such time as all beneficial
interests in a particular Global Security have been exchanged for Definitive Securities or a
particular Global Security has been redeemed, repurchased or cancelled in whole and not in part,
each such Global Security shall be returned to or retained and cancelled by the Trustee in
accordance with Section 209 hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Security or for Definitive
Securities, the principal amount of Securities represented by such Global Security shall be reduced
accordingly and an endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Security, the principal amount of Securities
represented by such other Global Security shall be increased accordingly and an endorsement shall
be made on such Global Security by the Trustee or by the Depositary at the direction of the Trustee
to reflect such increase.



(9) General Provisions Relating to Transfers and Exchanges.




(A) To permit registrations of transfers and exchanges, the Company will execute and
the Trustee will authenticate Global Securities and Definitive Securities upon receipt of an
Authentication Order in accordance with Section 202 hereof or at the Registrar’s request.




(B) No service charge shall be made to a Holder of a beneficial interest in a Global
Security or to a Holder of a Definitive Security for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any such transfer
taxes or similar governmental charge payable upon exchange or transfer pursuant to Section
208, Section 905, and Section 1107).




(C) The Registrar will not be required to register the transfer of or exchange of any
Security selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.




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




(E) Neither the Registrar nor the Company will be required:




(i) to issue, to register the transfer of, or to exchange any Securities during
a period beginning at the opening of business 15 days before the day of any
selection of Securities for redemption under Section 1103 hereof and ending at the
close of business on the day of selection; or




(ii) to register the transfer of or to exchange any Security selected for
redemption in whole or in part, except the unredeemed portion of any Security being
redeemed in part.




(F) Prior to due presentment for the registration of a transfer of any Security, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Security
is registered as the absolute owner of such Security for the purpose of receiving payment of
principal of and interest on such Securities and for all other purposes, and none of the
Trustee, any Agent or the Company shall be affected by notice to the contrary.




(G) The Trustee will authenticate Global Securities and Definitive Securities in
accordance with the provisions of Section 202 hereof.




(H) All certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 206 to effect a registration of transfer or
exchange may be submitted by facsimile, with an original of such document to be sent
promptly thereafter.



Section 207 Replacement Securities.



If any mutilated Security is surrendered to the Trustee or the Company and the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Security, the
Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a
replacement Security if the Trustee’s requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent
from any loss that any of them may suffer if a Security is replaced. The Company may charge for
its expenses in replacing a Security.



Notwithstanding the foregoing provisions of this Section 207, in case any 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.



Every replacement Security is an additional obligation of the Company and shall be entitled to
all the benefits of this Indenture equally and proportionately with all other Securities duly
issued hereunder.



The provisions of this Section 207 shall be exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.



Section 208 Temporary Securities.



Until certificates representing Securities are ready for delivery, the Company may prepare and
the Trustee, upon receipt of an Authentication Order, will authenticate temporary Securities.
Temporary Securities will be substantially in the form of Definitive Securities but may have
variations that the Company considers appropriate for temporary Securities and as may be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate Definitive Securities in exchange for temporary Securities.



	 	 	 
	Holders of temporary Securities will be entitled to all of the benefits of this Indenture.

	Section 209

	 	Cancellation.






All Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any
such Securities, as well as Securities surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and all Securities so delivered shall be cancelled promptly
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by or pursuant to this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures.



Section 210 Defaulted Interest.



If the Company defaults in a payment of interest on the Securities, it will pay the defaulted
interest in any lawful manner to the Persons who are Holders on a subsequent special record date,
in each case at the rate provided in the Securities and in this Indenture. The Company will notify
the Trustee in writing of the amount of defaulted interest proposed to be paid on each Security and
the date of the proposed payment. The Company will fix or cause to be fixed each such special
record date and payment date; provided that no such special record date may be less than 10 days
prior to the related payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the Trustee in the name and
at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the
special record date, the related payment date and the amount of such interest to be paid.



Section 211 Persons Deemed Owners.



Prior to due presentment of a Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered in the Security Register as the owner of such Security for the purpose of receiving
payment of the principal of, any premium, and (subject to Section 201, Section 206, Section 210,
and Section 1001) any interest on, such Security and for all other purposes whatsoever, whether or
not any payment with respect to such Security shall be overdue, and none of the Company, the
Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.



No holder of any beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global Security, and such
Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests of a
Global Security or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.



Section 212 Computation of Interest.



Except as otherwise provided in or pursuant to this Indenture, or in any Security, interest on
the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.



Section 213 CUSIP and ISIN Numbers.



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



ARTICLE THREE




[RESERVED]

ARTICLE FOUR




SATISFACTION AND DISCHARGE OF INDENTURE




Section 401 Satisfaction and Discharge.



Upon the direction of the Company by a Company Order, this Indenture shall cease to be of
further effect and the Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when



(1) either:




(A) all Securities theretofore authenticated and delivered have been accepted by the
Trustee for cancellation (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 207 and (ii) Securities
the payment of money for which has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 1003); or




(B) all Securities 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 the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of
the Securities, such purpose, (x) money in an amount or (y) Government Obligations that
through the payment of interest and principal in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment, in the
opinion of a nationally recognized Independent Registered Public Accounting Firm expressed
in a written certification thereof delivered to the Trustee, money in the amount, or (z) a
combination of (x) and (y) in an amount in Dollars sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, including the principal of, and any premium and interest on, such Securities,
to the date of such deposit (in the case of Securities which have become due and payable) or
to the Maturity thereof, as the case may be;



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



(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee under Section 403, if
money, Government Obligations, or a combination thereof shall have been deposited with the Trustee
pursuant to subclause (B) of clause (1) of this Section 401, and the obligations of the Company and
the Trustee under Section 203, Section 206, Section 207, Section 208, Section 1002 and Section
1003, shall survive such satisfaction and discharge.



Section 402 Legal Defeasance and Covenant Defeasance.



(1) Legal defeasance of the Securities under clause (2) of this Section 402 and covenant
defeasance of the Securities under clause (3) of this Section 402 shall be applicable to the
Securities, and the Company may at its option by Board Resolution, at any time, with respect to
such Securities, elect to have Section 402(2) or Section 402(3) be applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Section 402.



(2) Upon the Company’s exercise of the above option applicable to this Section 402(2), the
Company shall be deemed to have been discharged from its obligations with respect to such
Outstanding Securities on the date the conditions set forth in clause (4) of this Section 402 are
satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes
of the Sections of this Indenture referred to in clauses (A) and (B) below, and to have satisfied
all of its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of the Outstanding Securities to receive, solely
from the trust fund described in clause (4) of this Section 402 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and interest, if any, on the
Securities when such payments are due, (B) the obligations of the Company and the Trustee under
Section 203, Section 206, Section 207, Section 208, Section 1002 and Section 1003, (C) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, and (D) this Section 402. The
Company may exercise its option under this Section 402(2) notwithstanding the prior exercise of its
option under clause (3) of this Section 402.



(3) Upon the Company’s exercise of the above option applicable to this Section 402(3), the
Company shall be released from its obligations to comply with any term, provision or condition
under Section 801 and Section 1004 on and after the date the conditions set forth in clause (4) of
this Section 402 are satisfied (hereinafter, “covenant defeasance”), and the Securities
shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any thereof) in connection with
any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the Outstanding Securities,
the Company may omit to comply with, and shall have no liability in respect of, any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of reference in any such covenant to
any other provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(3) or otherwise, as the case may be,
insofar as it relates to Section 801 and Section 1004, but, except as specified above, the
remainder of this Indenture and the Securities shall be unaffected thereby; provided, that
notwithstanding a covenant defeasance with respect to Section 801, any Person to whom a sale,
assignment, transfer, lease, conveyance or other disposition is made pursuant to Section 801, shall
as a condition to such sale, assignment, transfer, lease, conveyance or other disposition, assume
by an indenture supplemental hereto in form satisfactory to the Trustee, executed by such successor
Person and delivered to the Trustee, the obligations of the Company to the Trustee under Section
607 and the second to the last paragraph of Section 402.



(4) The following shall be the conditions to application of clause (2) or (3) of this Section
402 to the Outstanding Securities:




(A) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to
comply with the provisions of this Section 402 applicable to it) as trust funds in trust
solely for the benefit of the Holders of the Securities for the purpose of making the
following payments, (i) an amount in Dollars, (ii) Government Obligations or (iii) a
combination thereof which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before the due
date of any payment of principal of (and premium, if any) and interest, if any, on the
Securities, money in an amount sufficient, without consideration of any reinvestment of such
principal and interest, in the opinion of a nationally recognized Independent Registered
Public Accounting Firm expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge the principal of (and premium, if any) and interest
on such Outstanding Securities to the Maturity of such principal or the due date of such
installment of interest, provided that the Company shall specify whether the Outstanding
Securities are being defeased to Stated Maturity or to the Redemption Date.




(B) Such defeasance or covenant defeasance shall not result in a breach or violation
of, or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.




(C) No Event of Default or event which with notice or lapse of time or both would
become an Event of Default shall have occurred and be continuing on the date of such
deposit.




(D) In the case of an election under clause (2) of this Section 402, the Company shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
stating that




	 	(i)	 	the Company has received from the Internal Revenue Service a
letter ruling, or there has been published by the Internal Revenue Service a
Revenue Ruling, or






	 	(ii)	 	since the date of execution of this Indenture, there has been a
change in the applicable federal income tax law,






in either case to the effect that, and based thereon such opinion shall confirm that, the
Holders of the Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.




(E) In the case of an election under clause (3) of this Section 402, the Company shall
have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee to
the effect that the Holders of the Outstanding Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such covenant defeasance had not occurred.




(F) The Company shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant
defeasance under clause (2) or (3) of this Section 402 (as the case may be) have been
complied with.




(G) If the Securities are to be redeemed prior to Stated Maturity, notice of such
redemption shall have been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee shall have been made.



The Company shall pay and indemnify the Trustee against any tax, fee or other charge, imposed
on or assessed against the Government Obligations deposited pursuant to this Section 402 or the
principal or interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding Securities.



Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or Government Obligations (or other
property and any proceeds therefrom) held by it as provided in clause (4) of this Section 402
which, in the opinion of a nationally recognized Independent Registered Public Accounting Firm
expressed in a written certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or covenant defeasance,
as applicable, in accordance with this Section 402.



Section 403 Application of Trust Money.



Subject to the provisions of the last paragraph of Section 1003, all money and Government
Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section 403, the Trustee and any such other trustee are referred to
collectively as the “Trustee”) pursuant to Section 401 or Section 402 in respect of the Securities
shall be held in trust and applied by the Trustee, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal, premium, if any, and interest for whose payment such money has
or Government Obligations have been deposited with or received by the Trustee; but such money and
Government Obligations need not be segregated from other funds except to the extent required by
law.



Section 404 Qualifying Trustee.



Any trustee appointed pursuant to Section 402 for the purpose of holding trust funds deposited
pursuant to that Section shall be appointed under an agreement in form acceptable to the Trustee
and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided for herein to the
related defeasance or covenant defeasance have been complied with. In no event shall the Trustee
be liable for any acts or omissions of said trustee.



ARTICLE FIVE




REMEDIES




Section 501 Events of Default.



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



(1) default for 30 days in the payment when due of any interest in respect of the Securities;



(2) default in the payment of the principal of or any premium on the Securities when the
principal or premium becomes due and payable at Maturity;



(3) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements (other than those described in clause (1) or (2) above) in the Indenture, which
failure shall continue for a period of 60 days, or in the case of Section 704, 90 days, after the
date on which written notice of such failure, requiring the same to be remedied and stating that
such notice is a “Notice of Default” shall have been given to the Company by the Trustee, upon
direction of Holders of at least 25% in principal amount of the Outstanding Securities; provided,
however, that if such failure is not capable of remedy within such 60-day or 90-day period, as the
case may be, such 60-day or 90-day period, as the case may be, shall be extended by an additional
60 days so long as (i) such failure is subject to cure, and (ii) the Company is using commercially
reasonable efforts to cure such failure; and provided, further, that a failure to comply with any
such other agreement in the Indenture that results from a change in GAAP shall not be deemed to be
an Event of Default;



(4) a decree or order by a court having jurisdiction in the premises shall have been entered
adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking
liquidation or reorganization of the Company under any applicable bankruptcy, insolvency,
reorganization or other similar law, and such decree or order shall have continued unvacated and
unstayed for a period of 90 days; an involuntary case shall be commenced under any applicable
bankruptcy, insolvency, reorganization or other similar law in respect of the Company and shall
continue undismissed for a period of 90 days or an order for relief in such case shall have been
entered and such order shall have remained in force unvacated and unstayed for a period of 90 days;
or a decree or order of a court having jurisdiction in the premises shall have been entered for the
appointment on the ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee
or assignee in bankruptcy or insolvency of the Company or of its property, or for the winding up or
liquidation of its affairs, and such decree or order shall have remained in force unvacated and
unstayed for a period of 90 days; or



(5) the Company shall institute proceedings to be adjudicated a voluntary bankrupt, shall
consent to the filing of a bankruptcy proceeding against it, shall file a petition or answer or
consent seeking liquidation or reorganization under any applicable bankruptcy, insolvency,
reorganization or other similar law, shall consent to the filing of any such petition or shall
consent to the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or shall
make a general assignment for the benefit of creditors.



Section 502 Acceleration of Maturity; Rescission and Annulment.



If an Event of Default specified in clause (4) or (5) of the definition thereof above occurs,
the principal of all Securities shall automatically become due and payable without further action
or notice, anything contained in this Indenture or the Securities to the contrary notwithstanding.
If (A) upon the occurrence and continuance of an Event of Default specified in clause (1) or (2) of
the definition thereof, the Company and the Trustee receive notice in writing that Holders of not
less than 25%, or (B) upon the occurrence and continuance of an Event of Default specified in
clause (3) of the definition thereof, the Company and the Trustee receive notice in writing that
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities
have declared the principal of all Securities to be due and payable immediately, then upon any such
declaration the same shall become and shall be immediately due and payable, anything contained in
this Indenture or in the Securities to the contrary notwithstanding.



At any time after a declaration of acceleration or automatic acceleration with respect to the
Securities has been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereafter in this Article provided, the Holders of not less than a
majority in principal amount of the Outstanding Securities, by written notice to the Company and
the Trustee, may rescind and annul the declaration or automatic acceleration and its consequences
if:



(1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay (A)
all overdue installments of interest on the Securities, (B) the principal of, and any premium on,
the Securities which have become due otherwise than by the declaration of acceleration or automatic
acceleration and interest thereon, (C) interest upon overdue interest on the Securities at the rate
then borne by the Securities, and (D) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and



(2) all Events of Default, other than the non-payment of the principal of, and any premium and
interest on, the Securities which shall have become due solely by the acceleration, shall have been
cured or waived as provided in Section 513.



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



The Company covenants that if



(1) default is made in the payment when due of any interest on the Securities and such default
continues for 30 days; or



(2) default is made in the payment of the principal of or any premium on the Securities when
the principal or premium becomes due and payable at Maturity;



the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of the Securities, the whole amount of money then due and payable with respect to the Securities,
with interest upon the overdue principal, any premium and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest at the rate then
borne by the Securities, and, in addition thereto, such further amount of money 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 and all other amounts
due to the Trustee under Section 607.



If the Company fails to pay the money it is required to pay the Trustee pursuant to the
preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the collection of the money so
due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Company or any other obligor upon the Securities and collect the monies adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any
other obligor upon the Securities, wherever situated.



If an Event of Default occurs and is continuing, the Trustee may, and if (A) an Event of
Default specified in clause (1), (2), (4) or (5) of the definition thereof occurs and is
continuing, and Holders of not less than 25%, or (B) an Event of Default specified in clause (3) of
the definition thereof occurs and is continuing, and Holders of not less than a majority, in
aggregate principal amount of the Outstanding Securities direct, so long as such Holders shall have
provided the Trustee with such indemnity as it shall require and subject to the provisions of
Section 512, the Trustee shall, proceed to protect and enforce its rights and the rights of the
Holders of the Securities by such appropriate judicial proceedings to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in this Indenture or the
Securities or in aid of the exercise of any power granted herein or therein, or to enforce any
other proper remedy.



Section 504 Trustee May File Proofs of Claim.



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



(1) to file and prove a claim for the whole amount of the principal and any premium and
interest owing and unpaid in respect of the Securities and to file such other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or
counsel) and of the Holders of Securities allowed in such judicial proceeding, and



(2) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of Securities 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 of Securities, 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 607.



Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder of a Security 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 of a Security in any such
proceeding.



Section 505 Trustee May Enforce Claims without Possession of Securities .



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



Section 506 Application of Money Collected.



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



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



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



	 	 	 
	THIRD: The balance, if any, to the Company.

	Section 507

	 	Limitations on Suits.






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



(1) such Holder has previously given written notice to the Trustee of a continuing Event of
Default;



(2) (A) in the case of an Event of Default specified in clause (1), (2), (4) and (5) of the
definition thereof, Holders of not less than 25%, or (B) in the case of an Event of Default
specified in clause (3) of the definition thereof, Holders of not less than a majority, in
aggregate principal amount of the Outstanding Securities shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee
hereunder;



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



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



(5) no direction inconsistent with such written request has been given to the Trustee during
such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities;



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



Section 508 Unconditional Right of Holders to Receive Principal and any Premium and Interest.



Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment of the principal of, and any
premium and (subject to Section 206, Section 210, and Section 1001) interest on, such Security, on
the Stated Maturity therefor specified in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.



Section 509 Restoration of Rights and Remedies.



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



Section 510 Rights and Remedies Cumulative.



Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 207, no right or remedy
herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is
intended to be exclusive of any other right or remedy, and every right and remedy, to the extent
permitted by law, shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by
law, prevent the concurrent assertion or employment of any other appropriate right or remedy.



Section 511 Delay or Omission Not Waiver.



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



Section 512 Control by Holders of Securities.



The Holders of a majority in principal amount of the Outstanding Securities shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with respect to the
Securities, provided that



(1) such direction shall not be in conflict with any rule of law or with this Indenture or
with the Securities and would not involve the Trustee in personal liability,



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



(3) such direction is not unduly prejudicial to the rights of the other Holders of Securities
not joining in such action.



Section 513 Waiver of Past or Existing Defaults.



The Holders of not less than a majority in principal amount of the Outstanding Securities on
behalf of the Holders of all the Securities may waive any past or existing default or Event of
Default hereunder and its consequences, except a continuing default



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



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



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



Section 514 Waiver of Stay or Extension Laws.



The Company covenants that (to the extent that it may lawfully do so) it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company expressly waives (to the extent
that it may lawfully do so) 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 515 Undertaking for Costs.



All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Securities, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on
any Security on or after the Stated Maturity expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on or after the date
for repayment).



ARTICLE SIX




THE TRUSTEE




Section 601 Certain Duties and Responsibilities.



The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. Except during the continuance of an Event of Default of which a Responsible Officer has
actual knowledge, the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee. In case an Event of Default of which a Responsible
Officer has actual knowledge has occurred (which has not been cured or waived), the Trustee shall
exercise the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 601.



Section 602 Certain Rights of Trustee.



Subject to the provisions of Section 601:



(1) the Trustee may conclusively rely and shall be fully protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness
or other paper or document (whether in its original or facsimile form) believed by it to be genuine
and to have been signed or presented by the proper party or parties;



(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or a Company Order (in each case, other than delivery of any Security to the
Trustee for authentication and delivery pursuant to Section 202 which shall be sufficiently
evidenced as provided therein) and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;



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



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



(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by or pursuant to this Indenture or to institute, conduct or defend any litigation hereunder or
in relation hereto at the request or direction of any of the Holders of the Securities pursuant to
this Indenture, unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;



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



(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys or custodians and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent, attorney or
custodians appointed with due care by it hereunder;



(8) the Trustee shall not be liable in its individual capacity for any action taken or
suffered to be taken, unless it shall be proved that the Trustee was negligent, acted in bad faith
or engaged in willful misconduct;



(9) the Authenticating Agent, Paying Agent, and Registrar shall have the same protections as
the Trustee set forth hereunder;



(10) the Trustee shall not be liable in its individual capacity with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture, and,
to the extent not so provided herein, with respect to any act requiring the Trustee to exercise its
own discretion, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture or any Securities, unless it shall be proved that, in connection with any such action
taken, suffered or omitted or any such act, the Trustee was negligent, acted in bad faith or
engaged in willful misconduct;



(11) no provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers;



(12) the Trustee shall not be charged with knowledge or required to take notice of any default
or Event of Default unless either (A) a Responsible Officer shall have actual knowledge of such
default or Event of Default or (B) written notice of such default or Event of Default, which
references the Securities and this Indenture, shall have been given to a Responsible Officer by the
Company or other obligor on the Securities or by any Holder of the Securities;



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



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



(15) the Trustee may request that the Company deliver an Officer’s Certificate setting forth
the names of individuals and/or titles of Officers authorized at such time to take specified
actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded;



(16) the permissive rights of the Trustee to take certain actions under or perform any
discretionary act enumerated in this Indenture shall not be construed as a duty unless so specified
herein, and the Trustee shall not be answerable for other than its negligence or willful misconduct
in the performance of such action or act;



(17) the Trustee shall not be liable in its individual capacity with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at
the direction of the Holders of a majority in aggregate principal amount of the Outstanding
Securities relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising or omitting to exercise any trust or power conferred upon
the Trustee, under this Indenture;



(18) in no event shall the Trustee be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits) even if the Trustee has
been advised of the likelihood of such loss or damage and regardless of the form of action; and



(19) in no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation strikes, work stoppages, accidents, acts
of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.



Section 603 Notice of Defaults.



Within 90 days after the occurrence of any default hereunder of which a Responsible Officer
has actual knowledge, the Trustee shall give the Holders of the Securities notice of such default
hereunder actually known to a Responsible Officer, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of the principal of
(or premium, if any), or interest on any Security, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers in good faith determine that the withholding of such
notice is in the best interest of the Holders of the Securities; and provided, further, that in the
case of any default of the character specified in Section 501(3), no such notice to Holders shall
be given until at least 30 days after the occurrence thereof. For the purpose of this Section 603,
the term “default” means any event which is, or after notice or lapse of time or both would
become, an Event of Default.



Section 604 Not Responsible for Recitals or Issuance of Securities.



The recitals contained herein and in the Securities, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity, sufficiency or priority of this Indenture or of the Securities.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application
by the Company of the Securities or the proceeds thereof. Except with respect to the
authentication of Securities pursuant to Section 202, the Trustee shall not be responsible for the
legality or the validity of this Indenture or any Securities issued or to be issued hereunder.



Section 605 May Hold Securities.



The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or any other Person
that may be an agent of the Trustee or the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust
Indenture Act, may otherwise deal with the Company with the same rights it would have if it were
not the Trustee, Authenticating Agent, Paying Agent, Registrar or such other Person.



Section 606 Money Held in Trust.



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



Section 607 Compensation and Reimbursement.



The Company agrees:



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



(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be caused by the Trustee’s own negligence or willful misconduct; and



(3) to fully indemnify each of the Trustee and any predecessor Trustee and its agents,
officers, directors and employees for, and to hold them harmless against, any loss, liability,
damage, claim or expense (including reasonable legal fees and expenses), including taxes (other
than taxes based on the income of the Trustee), incurred without negligence or willful misconduct
on their part, arising out of or in connection with the acceptance or administration of the trust
or trusts hereunder, including the reasonable costs and expenses of defending themselves against
any claim or liability (whether asserted by the Company, a Holder of Securities, or any other
Person) in connection with the exercise or performance of any of their powers or duties hereunder.



As security for the performance of the payment obligations of the Company under this Section
607, the Trustee shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of principal of, and
premium or interest on, particular Securities. Such lien shall survive the resignation or removal
of the Trustee and the satisfaction and discharge of this Indenture. Without prejudice to any
other rights available to the Trustee under applicable law, when the Trustee incurs expenses or
renders services after a default or Event of Default specified in Section 501(4) or Section 501(5)
hereof occurs, the expenses and the compensation for the services (including the fees and expense
of its agents and counsel) are intended to constitute expense of administration under U.S. Code,
Title 11 or any other similar foreign, federal or state law for the relief of debtors.



Without prejudice to any other rights available to the Trustee under applicable law, to the
extent permitted by law any compensation or expense incurred by the Trustee after a default
specified in or pursuant to Section 501 is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this
Section 607 shall include any predecessor Trustee but the negligence or willful misconduct of any
Trustee shall not affect the rights of any other Trustee under this Section 607.



Notwithstanding any other provision of this Indenture to the contrary, in no event shall the
Trustee be liable for special, indirect or consequential damages of any kind whatsoever (including
but not limited to lost profits) even if the Trustee had been advised of the likelihood of such
loss or damage and regardless of the form of action.



The provisions of this Section 607 shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee and shall apply with equal force and
effect to the Trustee in its capacity as Authenticating Agent, Paying Agent or Registrar.



Section 608 Corporate Trustee Required; Eligibility; Conflicting Interests.



There shall at all times be a Trustee hereunder that is a Corporation or a national banking
association, organized and doing business under the laws of the United States of America, any state
thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to
act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of
at least $50,000,000 subject to supervision or examination by federal or state authority. If at
any time the Trustee shall cease to be eligible in accordance with the provisions of this Section
608, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.



If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being trustee under the Senior Indenture dated as of July 19, 1990, between the
Company and the Trustee, the Senior Indenture dated as of February 1, 1996, between the Company and
the Trustee, the Senior Indenture dated as of February 25, 1997, between the Company and the
Trustee, the Senior Indenture dated as of November 10, 1997, between the Company and the Trustee,
and the Indenture dated as of May 28, 2003 between the Company and the Trustee.



Section 609 Resignation and Removal; Appointment of Successor.



(1) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee pursuant to Section 610.



(2) The Trustee may resign at any time by giving written notice thereof to the Company. If
the instrument of acceptance by a successor Trustee required by Section 610 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee.



(3) The Trustee may be removed at any time by Act of the Holders of a majority in principal
amount of the Outstanding Securities, delivered to the Trustee and the Company. If the instrument
of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may
petition, at the expense of the Company, any court of competent jurisdiction for the appointment of
a successor Trustee. The Trustee may be removed by the Company, so long as no default or Event of
Default has occurred and is continuing.



(4) If at any time:




(A) the Trustee shall fail to comply with the obligations imposed upon it under Section
310(b) of the Trust Indenture Act after written request therefor by the Company or any
Holder of a Security who has been a bona fide Holder of a Security for at least six months,
or




(B) the Trustee shall cease to be eligible under Section 608 and shall fail to resign
after written request therefor by the Company or any such Holder, or




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



then, in any such case,




	 	(i)	 	the Company, by or pursuant to a Company Order, may remove the
Trustee, or






	 	(ii)	 	subject to Section 515, any Holder of a Security who has been a
bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.





(5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any cause, the Company, by or pursuant to a Company Order,
shall promptly appoint a successor Trustee and shall comply with the applicable requirements of
Section 610. If, within one year after such resignation, removal or incapacity, or the occurrence
of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 610, become the successor Trustee and to
that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
shall have been so appointed by the Company or the Holders of Securities and accepted appointment
in the manner required by Section 610, any Holder of a Security who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor Trustee.



(6) The Company shall give notice of each resignation and each removal of the Trustee and each
appointment of a successor Trustee by mailing written notice of such event by first-class mail,
postage prepaid, to the Holders of the Securities, if any, as their names and addresses appear in
the Security Register. Each notice shall include the name of the successor Trustee and the address
of its Corporate Trust Office.



(7) In no event shall any retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.



Section 610 Acceptance of Appointment by Successor.



(1) Upon the appointment hereunder of any successor Trustee, such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the
retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section
1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 607.



(2) Upon request of any Person appointed hereunder as a successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.



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



Section 611 Merger, Conversion, Consolidation or Succession to Business.



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



Section 612 Appointment of Authenticating Agent.



The Trustee may appoint one or more Authenticating Agents acceptable to the Company which
shall be authorized to act on behalf of the Trustee to authenticate Securities issued upon original
issue, exchange, registration of transfer, partial redemption or partial repayment or pursuant to
Section 207, and Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.



Each Authenticating Agent must be acceptable to the Company and, except as provided in or
pursuant to this Indenture, shall at all times be a Corporation or national banking association
that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified
under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an
Authenticating Agent and has a combined capital and surplus (computed in accordance with Section
310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 612, it shall
resign immediately in the manner and with the effect specified in this Section 612.



Any Corporation or national banking association into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Corporation or national banking
association resulting from any merger, conversion or consolidation to which such Authenticating
Agent shall be a party, or any Corporation or national banking association succeeding to all or
substantially all of the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such Corporation or
national banking association shall be otherwise eligible under this Section 612, without the
execution or filing of any paper or any further act on the part of the Trustee or the
Authenticating Agent.



An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section 612, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all Holders of the
Securities as their names and addresses appear in the Security Register. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 612.



The Company agrees to pay each Authenticating Agent from time to time reasonable compensation
for its services under this Section 612.



The provisions of Section 202, Section 601, Section 604 and Section 605 shall be applicable to
each Authenticating Agent.



If the Trustee does not have an office capable of authenticating Securities upon original
issuance located in a Place of Payment where the Company wishes to have the Securities
authenticated upon original issuance, the Trustee, if so requested by Company Request (which
writing need not be accompanied by or contained in an Officer’s Certificate), shall appoint in
accordance with this Section 612 (and subject to such procedures as shall be acceptable to the
Trustee) an Authenticating Agent having an office in a Place of Payment designated by the Company
with respect to the Securities.



ARTICLE SEVEN




HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY




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



In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or
cause to be furnished to the Trustee



(1) semi-annually not later than 15 days after each Regular Record Date in respect of the
Securities, a list, in each case in such form as the Trustee may reasonably require, of the names
and addresses of Holders of such Securities as of the applicable date, and



(2) at such other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list of similar form and content as of a date not
more than 15 days prior to the time such list is furnished,



provided, however, that so long as the Trustee is the Registrar no such list shall be required to
be furnished.



Section 702 Preservation of Information; Communications to Holders.



The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the
Trust Indenture Act.



Every Holder of Securities, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company, the Trustee, any Paying Agent or any Registrar shall be held
accountable by reason of the disclosure of any such information as to the names and addresses of
the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless of
the source from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under Section 312(b) of
the Trust Indenture Act.



Section 703 Reports by Trustee.



(1) Within 60 days after May 15 of each year commencing with the first May 15 following the
first issuance of the Securities, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated
as of such May 15 with respect to any of the events specified in Section 313(a) of the Trust
Indenture Act which may have occurred since the later of the immediately preceding May 15 and the
date of this Indenture.



(2) The Trustee shall transmit any reports required by Section 313(a) of the Trust Indenture
Act at the times specified therein.



(3) A copy of each report, if any, described in Section 703(1) and Section 703(2) shall, at
the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any,
upon which the Securities are listed, with the Commission and with the Company. The Company will
promptly notify the Trustee when the Securities are listed on any stock exchange and of any
delisting thereof.



Section 704 Reports by Company.



The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall:



(1) file with the Trustee, within 30 days after the Company is required to file the same with
the Commission, unless such reports are available on the Commission’s EDGAR filing system (or any
successor thereto), copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to
file information, documents or reports pursuant to either of Section 13 or Section 15(d) of the
Exchange Act, then it shall file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the Exchange Act
in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.



(2) file with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such additional information, documents and reports
with respect to compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations; and



(3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any
information, documents and reports required to be filed by the Company pursuant to paragraphs (1)
and (2) of this Section 704 as may be required by rules and regulations prescribed from time to
time by the Commission.



In addition to the foregoing, as long as any Securities remain Outstanding, the Company will
make available to all Holders of Securities and to securities analysts and prospective investors in
the Securities, upon request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act unless such information is available on the Commission’s EDGAR filing
system (or any successor thereto).



Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officer’s Certificates).



ARTICLE EIGHT




CONSOLIDATION, MERGER AND SALES




Section 801 Company May Consolidate, etc., Only on Certain Terms.



The Company shall not directly or indirectly consolidate with or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets and
properties and the assets and properties of its Subsidiaries (taken as a whole) to another Person
in one or more related transactions unless:



(1) either: (A) the Company is the survivor; or (B) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale, assignment, transfer,
lease, conveyance or other disposition has been made is a Person organized or existing under the
laws of the United States, any state of the United States or the District of Columbia;



(2) the Person formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other
disposition has been made shall expressly assume, by an indenture supplemental hereto, in form
satisfactory to the Trustee, executed by the successor Person and delivered to the Trustee, the due
and punctual payment of the principal of, and any premium and interest on, all the Securities and
the performance of every obligation in this Indenture and the Securities;



(3) either the Company or the successor Person shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture
is required in connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such transaction have
been complied with; and



(4) immediately after giving effect to such transaction, no Event of Default or event which,
after notice or lapse of time, or both, would become an Event of Default, shall have occurred and
be continuing.



Section 802 Successor Person Substituted for Company.



Upon any consolidation by the Company with or merger of the Company into any other Person or
Persons where the Company is not the survivor or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the properties and assets of the Company and
the properties and assets of its Subsidiaries (taken as a whole) to any Person or Persons in
accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, assignment, transfer, lease, conveyance 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 with the same effect as if such successor Person had
been named as the Company herein; and thereafter, except in the case of a lease, the predecessor
Person shall be released from all obligations and covenants under this Indenture and the
Securities.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




Section 901 Supplemental Indentures without Consent of Holders.



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



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



(2) to add to the covenants of the Company or to surrender any right or power conferred upon
the Company pursuant to this Indenture or the Securities; provided, that in respect of any such
additional covenant, such supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of other defaults) or
may provide for an immediate enforcement upon such an Event of Default or may limit the remedies
available to the Trustee upon such an Event of Default or may limit the right of the Holders of a
majority in aggregate principal amount of the Securities to waive such an Event of Default; or



(3) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee, pursuant to the requirements of Section 610; or



(4) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, to conform the text of this Indenture or
the Securities to any provision of the “Description of Notes” section of the Company’s Offering
Memorandum dated February 26, 2009, relating to the initial offering of the Securities, to the
extent that such provision in the “Description of Notes” was intended to be a verbatim recitation
of a provision of this Indenture or the Securities, or to make any other provisions with respect to
matters or questions arising under this Indenture; provided that no action pursuant to this
clause (4) shall adversely affect the interests of the Holders of Securities then Outstanding in
any material respect; or



(5) to add any additional Events of Default; or



(6) to pledge to the Trustee any property or assets as security for the Securities.



(7) to add guarantees in respect of the Securities; or



(8) to qualify the Indenture under the Trust Indenture Act; or



(9) to provide for the issuance of Additional Securities in accordance with the limitations
set forth in this Indenture.



The Trustee is hereby required to join with the Company and any guarantors in the execution of
any such supplemental indenture, to make any further appropriate agreements and stipulations which
may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of
any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.



Section 902 Supplemental Indentures With Consent of Holders.



With the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities, by Act of said Holders delivered to the Company and the Trustee, the
Company (when authorized by or pursuant to a Board Resolution) and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner
the rights of the Holders of Securities under this Indenture or under the Securities; provided,
however, that no such supplemental indenture shall, without the consent of the Holder of each
Security,



(1) change the Stated Maturity of the principal of, or any premium or interest on, the
Securities, or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable on redemption thereof or otherwise, or
change the redemption provisions (including Section 1107), or change the Place of Payment or
currency in which the principal of, or any premium or interest with respect to the Securities is
payable, or impair or affect the right of any Holder to institute suit for the enforcement of any
such payment on or after the date such payment is due (except a recission and annulment of
acceleration of the Securities pursuant to Section 502); or



(2) reduce the percentage in principal amount of the Outstanding Securities the consent of the
Holders of which is required for any such supplemental indenture, or the consent of whose Holders
is required for any waiver of defaults hereunder and their consequences provided for in this
Indenture, or reduce the requirements of Section 1204 for quorum or voting; or



(3) modify any of the provisions of this Section 902 or Section 513, except to increase any
such percentage or to provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security affected thereby.



It shall not be necessary for any Act of Holders of Securities under this Section 902 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such Act shall approve the substance thereof.



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



Section 903 Execution of Supplemental Indentures.



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



Section 904 Effect of Supplemental Indentures.



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



Section 905 Reference in Securities to Supplemental Indentures.



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



Section 906 Conformity with Trust Indenture Act.



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



Section 907 Notice of Supplemental Indenture.



Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 902, the Company shall transmit to the Holders of Outstanding Securities a
notice setting forth the substance of such supplemental indenture; provided, that any failure to
provide, or any defect in any such notice, shall not impair the validity of any such supplemental
indenture.



ARTICLE TEN




COVENANTS




Section 1001 Payment of Principal, any Premium, and Interest.



The Company covenants and agrees for the benefit of the Holders of the Securities that it will
duly and punctually pay the principal of, and any premium and interest on, the Securities in
accordance with the terms thereof and this Indenture. Interest on the Initial Securities will
accrue from the date of original issuance thereof.



Unless otherwise provided in or pursuant to this Indenture, any interest on any Security which
shall be payable, and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name such Security (or one or more Predecessor Securities) is
registered as of the close of business on the Regular Record Date for such interest.



The Company shall notify the Trustee within one Business Day after each day on which an event
occurs in respect of which Additional Interest is required to be paid.



Section 1002 Maintenance of Office or Agency.



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



The Company may also from time to time designate one or more other Offices or Agencies where
the Securities 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 the Securities for such purposes. The Company shall 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.



Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as
the Place of Payment for the Securities the Borough of Manhattan, The City of New York, and
initially appoints the Corporate Trust Office of The Bank of New York Mellon Trust Company, N.A.,
acting through the corporate trust office of its affiliate, The Bank of New York Mellon, located at
101 Barclay Street, New York, New York 10286, as the Office or Agency of the Company in the Borough
of Manhattan, The City of New York for such purpose. The Company may subsequently appoint a
different Office or Agency in the Borough of Manhattan, The City of New York for the Securities.



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



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



Whenever the Company shall have one or more Paying Agents, it shall, on or prior to each due
date of the principal of, any premium or interest on the Securities, deposit with any Paying Agent
a sum in Dollars sufficient to pay the principal or any premium or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act.



The Company shall cause each Paying Agent (other than the Trustee) to execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the
provisions of this Section 1003, that such Paying Agent shall:



(1) hold all sums held by it for the payment of the principal of, and any premium or interest
on, the Securities in trust for the benefit of the Persons entitled thereto until such sums shall
be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture;



(2) give the Trustee notice of any default by the Company (or any other obligor upon the
Securities) in the making of any payment of principal, or any premium or interest on the
Securities; and



(3) at any time during the continuance of any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.



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



Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or
any premium or interest on, any Security and remaining unclaimed for two years after such principal
or any such premium or interest shall have become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company either cause to be published once, in an Authorized
Newspaper in each Place of Payment, or may cause to be mailed once to Holders of the Securities,
notice that such money remains unclaimed and that, after a date specified therein, which shall not
be less than 30 days from the date of such publication or mailing nor later than two years after
such principal and any premium or interest shall have become due and payable, any unclaimed balance
of such money then remaining will be repaid to the Company.



Section 1004 Limitation on Liens.



The Company shall not, and shall not permit any Subsidiary of the Company to, issue, assume,
or guarantee any Indebtedness secured by a Lien, other than Permitted Liens, upon any of the
Company’s or any of its Subsidiaries’ property, now owned or hereafter acquired, unless the
Securities are equally and ratably secured with such Indebtedness until such time as such
Indebtedness is no longer secured by a Lien.



Notwithstanding the preceding paragraph, the Company may, and may permit any Subsidiary of the
Company to, issue, assume or guarantee any Indebtedness secured by a Lien, other than a Permitted
Lien, without securing the Securities, provided that the aggregate principal amount of all
Indebtedness of the Company and any Subsidiary of the Company then outstanding secured by any such
Liens (other than Permitted Liens) does not exceed 15% of Consolidated Net Tangible Assets.



Section 1005 Company Statement as to Compliance.



(1) If any Securities are Outstanding under this Indenture, the Company shall deliver to the
Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officer’s Certificate) signed by the principal executive officer,
the principal financial officer or the principal accounting officer, stating that




(A) in the course of the performance of his or her duties as an Officer of the Company
he or she would normally have knowledge of any default by the Company in the performance of
the covenants contained in this Indenture, and




(B) to his or her knowledge, the Company has complied with all the conditions and
covenants imposed on it under this Indenture throughout such year, or, if there has been a
noncompliance in the fulfillment of any such condition or covenant, specifying each such
noncompliance known to him or her and the nature and status thereof.



(2) The Trustee shall have no duty to monitor the Company’s compliance with the covenants
contained in this Indenture other than to receive written notices described in Section 1005(1).



ARTICLE ELEVEN




REDEMPTION OF SECURITIES




Section 1101 Optional Redemption.



The Securities may be redeemed, in whole or in part, at the option of the Company pursuant to
the terms set forth in paragraph 2 of the Securities. The Company shall give the Trustee notice of
the Redemption Price promptly after the determination thereof and the Trustee shall have no
responsibility for determining the Redemption Price



Section 1102 Election to Redeem; Notice to Trustee.



The election of the Company to optionally redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the Company of the
Securities, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of the Securities to be redeemed. In the case of any
redemption of Securities pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.



Section 1103 Selection by Trustee of Securities to be Redeemed.



If less than all of the Securities 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 not previously called for redemption on a pro rata basis or by lot
(whichever is consistent with the Trustee’s customary practice); provided, however, that no such
partial redemption shall reduce the portion of the principal amount of a Security not redeemed to
less than $2,000.



The Trustee shall promptly notify the Company and the Registrar (if other than itself) in
writing of the Securities selected for redemption and, in the case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed.



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



Section 1104 Notice of Redemption.



Notice of redemption shall be given in the manner provided in Section 106, not less than 30
nor more than 60 days prior to the Redemption Date, to the Holders of Securities to be redeemed.
Failure to give notice by mailing in the manner herein provided to the Holder of any Securities
designated for redemption as a whole or in part, or any defect in the notice to any such Holder,
shall not affect the validity of the proceedings for the redemption of any other Securities or
portion thereof.



Any notice that is mailed to the Holder of any Securities in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not such Holder receives the notice.



All notices of redemption shall state:



(1) the Redemption Date,



(2) the Redemption Price or if not then ascertainable, the manner of calculation thereof,



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



(4) in case any Security is to be redeemed in part only, the notice which relates to such
Security shall state that on and after the Redemption Date, upon surrender of such Security, the
Holder of such Security will receive, without charge, a new Security or Securities of authorized
denominations for the principal amount thereof remaining unredeemed,



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



(6) the place or places where such Securities are to be surrendered for payment of the
Redemption Price and any accrued interest pertaining thereto, and



(7) the CUSIP number (or any other numbers used by a Depositary to identify such Securities).



A notice of redemption published as contemplated by Section 106 need not identify particular
Securities to be redeemed.



Notice of redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, upon Company Request, by the Trustee in the name and at the expense of the
Company.



Section 1105 Deposit of Redemption Price.



At or prior to 10:00 a.m., New York City time, on any Redemption Date, the Company shall
deposit, with respect to the Securities called for redemption pursuant to Section 1104, with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 1003) an amount of money in Dollars sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) any
accrued interest on all such Securities or portions thereof which are to be redeemed on that date.



Section 1106 Securities Payable on Redemption Date.



Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall,
on the Redemption Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be paid by the Company
at the Redemption Price, together with any accrued interest to the Redemption Date; provided,
however, that, installments of interest on Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities registered as such at the close
of business on the Regular Record Dates therefor according to their terms and the provisions of
Article Ten.



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



Section 1107 Securities Redeemed in Part.



Any Security which is to be redeemed only in part shall be surrendered at any Office or Agency
for such Security (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute
and the Trustee shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, containing identical terms and provisions, 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 amount of the Security so surrendered. If a Global
Security is so surrendered, the Company shall execute, and the Trustee shall authenticate and
deliver to or on behalf of the Depositary for such Global Security as shall be specified in the
Company Order with respect thereto to the Trustee, without service charge, a new Global Security in
a denomination equal to and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered.



Section 1108 Repurchases on the Open Market.



The Company or any Affiliate of the Company may at any time or from time to time repurchase
any of the Securities in the open market or otherwise. Such Securities may, at the option of the
Company or the relevant Affiliate of the Company, be held, resold or surrendered to the Trustee for
cancellation.



ARTICLE TWELVE




MEETINGS OF HOLDERS OF SECURITIES




Section 1201 Purposes for Which Meetings May Be Called.



A meeting of Holders of Securities may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization, direction, notice, consent,
waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities.



Section 1202 Call, Notice and Place of Meetings.



(1) The Trustee may at any time call a meeting of Holders of Securities for any purpose
specified in Section 1201, to be held at such time and at such place in the Borough of Manhattan,
The City of New York. Notice of every meeting of Holders of Securities, setting forth the time and
the place of such meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.



(2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of
at least 10% in principal amount of the Outstanding Securities shall have requested the Trustee to
call a meeting of the Holders of Securities for any purpose specified in Section 1201, by written
request setting forth in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 21 days after receipt of such request
or shall not thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New York for such meeting
and may call such meeting for such purposes by giving notice thereof as provided in clause (1) of
this Section 1202.



Section 1203 Persons Entitled to Vote at Meetings.



To be entitled to vote at any meeting of Holders of Securities, a Person shall be (1) a Holder
of one or more Outstanding Securities, or (2) a Person appointed by an instrument in writing as
proxy for a Holder or Holders of one or more Outstanding Securities by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of Holders of
Securities shall be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the Company and its
counsel.



Section 1204 Quorum; Action.



The Persons entitled to vote a majority in principal amount of the Outstanding Securities
shall constitute a quorum for a meeting of Holders of Securities; provided, however, that if any
action is to be taken at such meeting with respect to a consent or waiver which this Indenture
expressly provides may be given by the Holders of a different percentage in principal amount of the
Outstanding Securities, the Persons entitled to vote such percentage in principal amount of the
Outstanding Securities shall constitute a quorum. In the absence of a quorum within 30 minutes
after the time appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities, be dissolved. In any other case the meeting may be adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may
be further adjourned for a period of not less than 10 days as determined by the chairman of the
meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1202(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding Securities which shall
constitute a quorum.



Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding
Securities; provided, that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent, waiver or other Act
which this Indenture expressly provides may be made, given or taken by the Holders of a different
specified percentage, which is less than a majority, in principal amount of the Outstanding
Securities, may be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities.



Any resolution passed or decision taken at any meeting of Holders of Securities duly held in
accordance with this Section 1204 shall be binding on all the Holders of Securities, whether or not
such Holders were present or represented at the meeting.



Section 1205 Determination of Voting Rights; Conduct and Adjournment of Meetings.



(1) Notwithstanding any other provisions of this Indenture, the Trustee may make such
reasonable regulations as it may deem advisable for any meeting of Holders of Securities in regard
to proof of the holding of the Securities and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters concerning the conduct
of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified in Section 104 and
the appointment of any proxy shall be proved in the manner specified in Section 104. Such
regulations may provide that written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 104 or other proof.



(2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by Holders of Securities as
provided in Section 1202(2), in which case the Company or the Holders of Securities calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled
to vote a majority in principal amount of the Outstanding Securities represented at the meeting.



(3) At any meeting, each Holder of a Security or proxy shall be entitled to one vote for each
$1,000 principal amount of Securities held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder of a Security or proxy.



(4) Any meeting of Holders of Securities duly called pursuant to Section 1202 at which a
quorum is present may be adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Securities represented at the meeting; and the meeting may be
held as so adjourned without further notice.



Section 1206 Counting Votes and Recording Action of Meetings



The vote upon any resolution submitted to any meeting of Holders of Securities shall be by
written ballots on which shall be subscribed the signatures of the Holders of Securities or of
their representatives by proxy and the principal amounts and serial numbers of the Outstanding
Securities held or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the permanent secretary of the meeting their verified written reports
in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the
proceedings of each meeting of Holders of Securities shall be prepared by the permanent secretary
of the meeting and there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that said notice was given
as provided in Section 1202 and, if applicable, Section 1204. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy
shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.



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




THE WILLIAMS COMPANIES, INC.




By: /s/ Rodney J. Sailor

Name: Rodney J. Sailor

Title: Treasurer





THE BANK OF NEW YORK MELLON TRUST COMPANY,




N.A., as Trustee




By: /s/ Julie Hoffman-Ramos

Name: Julie Hoffman-Ramos

Title: Assistant Treasurer[Form of Face of Security]




CUSIP/CINS ____________




8.75% Senior Note due 2020




No.    $     



THE WILLIAMS COMPANIES, INC.




promises to pay to [CEDE & Co.]1 or registered assigns,



the principal sum of        DOLLARS [or such greater or
lesser amount as is indicated on the Schedule of Adjustments attached hereto]
2 on January 15, 2020.



Interest Payment Dates: January 15 and July 15



Regular Record Dates: January 1 and July 1



Dated:       




THE WILLIAMS COMPANIES, INC.




By:

Name:

Title:




This is one of the Securities referred to


in the within-mentioned Indenture:



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,



as Trustee



By:



Authorized Signatory




	1	 	Insert in Global Securities only






	2	 	Insert in Global Securities only




1









[THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH
IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1)
REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT, (B) IT HAS ACQUIRED THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”);
(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY, EXCEPT (A) TO THE WILLIAMS
COMPANIES, INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS



A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH
TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE REGISTRATION OF THE TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN
BE OBTAINED FROM THE TRUSTEE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
OF THE CASES, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION; (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
AND (4) AGREES THAT, BEFORE THE HOLDER OFFERS, SELLS, OR OTHERWISE TRANSFERS THIS SECURITY, THE
WILLIAMS COMPANIES, INC. MAY REQUIRE THE HOLDER OF THIS SECURITY TO DELIVER A WRITTEN OPINION,
CERTIFICATIONS AND/OR OTHER INFORMATION THAT IT REASONABLY REQUIRES TO CONFIRM THAT SUCH PROPOSED
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED
STATES. AS USED IN THIS SECURITY, THE TERMS “OFFSHORE TRANSACTION,” “U.S. PERSON” AND “UNITED
STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT.]3



[THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY
MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY
PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED
AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT
SECURITY SHALL BE A GLOBAL SECURITY SUBJECT OT THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE WILLIAMS COMPANIES, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]4




	3	 	Insert in Restricted Global Securities or
Restricted Definitive Securities only.






	4	 	Insert in Global Securities only.




2









[Form of Reverse of Security]




THE WILLIAMS COMPANIES, INC.

8.75% Senior Note due 2020




1. GENERAL



This Security is one of a duly authorized issue of Securities of the Company (the
“Securities”), issued under an Indenture, dated as of March 5, 2009 (the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. Terms defined in the Indenture which are not defined herein are
used with the meanings assigned to them in the Indenture. This Security is one of the series
designated on the face hereof.



The Company promises to pay interest on the principal amount of this Security at the rate of
8.75% per annum from        until the Maturity of such principal. The Company will pay interest
semiannually on January 15 and July 15 of each year (each an “Interest Payment Date”). Interest on
the Securities will accrue from the most recent Interest Payment Date on which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for, from       ;
provided that if there is no existing default in the payment of interest, and if this Security is
authenticated between a regular record date set forth on the face hereof (each a “Regular Record
Date”) and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be
     and interest accrued from        shall be payable on such date. Further, the Company shall
pay interest on overdue principal and premium, if any, from time to time on demand at a rate equal
to the interest rate then in effect; it shall pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.



If an Interest Payment Date, the Stated Maturity or a Redemption Date falls on a day that is
not a Business Day, payment of principal, premium, if any, and interest due on that date shall be
made on the next following day that is a Business Day and no interest shall accrue for the period
from and after the Interest Payment Date, Stated Maturity or such Redemption Date, as the case may
be, on the payment so deferred.



2. OPTIONAL REDEMPTION



The Securities are subject to redemption upon not less than 30 or more than 60 days’ notice to
the Holders of such Securities to be redeemed as provided in the Indenture, at any time, as a whole
or in part, at the election of the Company, at a redemption price (the “Redemption Price”)
equal to the greater of: (i) 100% of the principal amount of the Securities being redeemed, plus
accrued interest to the Redemption Date and (ii) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal of and interest on the
Securities to be redeemed (not including any portion of payments of interest accrued as of the
Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points plus
accrued interest to the Redemption Date.



If less than all the Securities are to be redeemed, selection of Securities for redemption
will be made by the Trustee on a pro rata basis or by lot (whichever is consistent with the
Trustee’s customary practice).



Unless the Company defaults in payment of the Redemption Price, from and after the Redemption
Date, the Securities or portions thereof called for redemption will cease to bear interest, and the
Holders thereof will have no right in respect of such Securities except the right to receive the
Redemption Price thereof.



[In the event of redemption of this Security in part only, the Trustee will reduce the
Principal Amount hereof by endorsement on Schedule A hereto such that the Principal Amount shown on
Schedule A after such endorsement will reflect only the unredeemed portion
hereof.]5



3. DEFEASANCE



The Indenture contains provisions for defeasance of (a) the entire indebtedness of this
Security and (b) certain restrictive covenants upon compliance by the Company with certain
conditions set forth therein.



4. DEFAULTS AND REMEDIES



If an Event of Default with respect to the Securities shall occur and be continuing, the
principal of the Securities may be declared due and payable, or in the circumstances described in
the Indenture, shall automatically become due and payable, in the manner and with the effect
provided in the Indenture. At any time after such declaration of acceleration or automatic
acceleration with respect to the Securities has been made or has occurred, but before a judgment or
decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all
Events of Default with respect to the Securities have been cured or waived (other than the
non-payment of principal of the Securities which has become due solely by reason of such
declaration of acceleration or automatic acceleration) then and in every such case, the Holders of
a majority in aggregate principal amount of the Outstanding Securities may, by written notice to
the Company and to the Trustee, rescind and annul such declaration or automatic acceleration and
its consequences on behalf of all of the Holders, but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right consequent thereon.



As provided in and subject to the provisions of the Indenture, the Holders of this Security
shall not have the right to institute any proceeding, judicial or otherwise, with respect to the
Indenture, or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event
of Default with respect to the Securities, (b) (i) in the case of an Event of Default specified in
clause (1), (2), (4), and (5) of Section 501 of the Indenture, Holders of not less than 25%, or
(ii) in the case of an Event of Default specified in clause (3) of Section 501 of the Indenture,
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities
shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder, (c) such Holders shall have offered the Trustee
indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request, (d) the Trustee shall not have received from the Holders of a
majority in principal amount of the Securities at the time Outstanding under the Indenture a
direction inconsistent with such request, and (e) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity shall have failed to institute any such proceeding. The
foregoing shall not apply to certain suits described in the Indenture, including any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or
any premium or interest hereon on or after the respective due dates expressed or provided for
herein.



5. NONIMPAIRMENT



No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest, if any, on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.



6. DENOMINATIONS; TRANSFER AND EXCHANGE



The Securities are in registered form in denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the Company may
require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The
Company need not exchange or register the transfer of any Security or portion of a Security
selected for redemption, except for the unredeemed portion of any Security being redeemed in part.



7. SUCCESSOR OBLIGORS



When a successor assumes all the obligations of its predecessor under the Securities and the
Indenture in accordance with the terms of the Indenture, the predecessor will be released from
those obligations, except in the case of a lease.



8. TRUSTEE DEALINGS WITH THE COMPANY



The Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with the Company, its Subsidiaries or their
respective Affiliates as if it were not the Trustee.



9. AUTHENTICATION



This Security will not be valid until authenticated by the manual signature of the Trustee or
the Authenticating Agent.



10. NO RECOURSE AGAINST OTHERS



No director, officer, employee, incorporator, or stockholder of the Company shall have any
liability for any obligations of the Company under the Securities or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the
Securities by accepting a Security waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Securities.



11. ADDITIONAL RIGHTS OF HOLDERS



In addition to the rights provided to Holders of Securities under the Indenture, Holders of
this Security will have all the rights set forth in the Registration Rights Agreement dated as of
March 5, 2009, among the Company and the other parties named on the signature pages thereof,
including the right to Additional Interest as set forth therein, or, in the case of Additional
Securities, Holders thereof will have the rights set forth in one or more registration rights
agreements, if any, among the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of any Additional Securities (collectively, the “Registration
Rights Agreement”).



12. CUSIP NUMBERS



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company will cause CUSIP numbers to be printed on the Securities as a convenience
to the Holders of Securities.



13. GOVERNING LAW



This Security shall be governed by and construed in accordance with the laws of the State of
New York applicable to agreements made or instruments entered into and, in each case, performed in
said state.



14. AMENDMENT, SUPPLEMENT AND WAIVER



Subject to certain exceptions, the Indenture or the Securities may be supplemented by an
indenture or indentures supplemental to the Indenture with the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities and any existing
default or Event of Default may be waived with the consent of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Securities. Without the consent of any
Holder of Securities, the Company and the Trustee, at any time and from time to time, may enter
into one or more supplemental indentures for any of the following purposes: (a) to evidence the
succession of another Person to the Company, and the assumption by any such successor of the
covenants of the Company contained in the Indenture and in the Securities, (b) to add to the
covenants of the Company or to surrender any right of power conferred upon the Company pursuant to
the Indenture or the Securities, in accordance with the terms of the Indenture, (c) to evidence and
provide for the acceptance or appointment under the Indenture by a successor Trustee, pursuant to
the Indenture, (d) to cure any ambiguity, to correct or supplement any provision in the Indenture
which may be defective or inconsistent with any other provision in the Indenture, to conform the
text of the Indenture or the Securities to any provision of the “Description of Notes” section of
the Company’s Offering Memorandum dated February 26, 2009, relating to the initial offering of the
Securities, to the extent that such provision in the “Description of Notes” was intended to be a
verbatim recitation of a provision of the Indenture or the Securities, or to make any other
provisions with respect to matters or questions arising under the Indenture, provided that no
action pursuant to any amendment or supplement of the Indenture or the Securities pursuant to this
clause (d) shall adversely affect the Holders of Securities then Outstanding in any material
respect, (e) to add any additional Events of Default, (f) to pledge to the Trustee any property or
assets as security for the Securities, (g) to add guarantees in respect of the Securities, (h) to
qualify the Indenture under the Trust Indenture Act, or (i) to provide for the issuance of
Additional Securities in accordance with the limitations set forth in the Indenture on the date of
the Indenture.



SCHEDULE A




[SCHEDULE OF ADJUSTMENTS] 6




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount	 	Notification Made
	Date	 	Principal Amount	 	Principal Amount	 	Following	 	on Behalf of the
	Adjustment Made	 	Increase	 	Decrease	 	Adjustment	 	Trustee






FORM OF CERTIFICATE OF TRANSFER




The Williams Companies, Inc.



One Williams Center



Tulsa, Oaklahoma 74172



The Bank of New York Mellon Trust Company, N.A.



[Address]




	 	 	 	Re: 8.75% Senior Notes due 2020





Reference is hereby made to the Indenture, dated as of March 5, 2009 (the
“Indenture”), between The Williams Companies, Inc., as issuer (the “Company”) and
The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.



      , (the “Transferor”) owns and proposes to transfer the
[Security][Securities] or interest in such [Security][Securities] specified in Annex A hereto, in
the principal amount of $      in such [Security][Securities] or interests (the
“Transfer”), to        (the “Transferee”), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies
that:



[CHECK ALL THAT APPLY]




1.  ̈ Check if Transferee will take delivery of a beneficial interest in the
144A Global Security or a Restricted Definitive Security pursuant to Rule 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Definitive Security is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or Definitive Security for its
own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer”
within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such
Transfer is in compliance with any applicable blue sky securities laws of any state of the United
States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Security will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global Security and/or the
Restricted Definitive Security and in the Indenture and the Securities Act.



2.  ̈ Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Security or a Restricted Definitive Security pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a Person in the United States and (x) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made
in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Global Security and/or the Restricted
Definitive Security and in the Indenture and the Securities Act.



3.  ̈ Check and complete if Transferee will take delivery of a beneficial interest
in the IAI Global Security or a Restricted Definitive Security pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in Restricted Global
Securities and Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):




(a)  ̈ such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;



or





(b)  ̈ such Transfer is being effected to the Company or a subsidiary thereof;



or





(c)  ̈ such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act;



or





(d)  ̈ such Transfer is being effected to an Institutional Accredited Investor
and pursuant to an exemption from the registration requirements of the Securities Act
other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Security or
Restricted Definitive Securities and the requirements of the exemption claimed, which
certification is supported by (1) a certificate executed by the Transferee in the form of
Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this certification), to the
effect that such Transfer is in compliance with the Securities Act. Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Security and/or the
Restricted Definitive Securities and in the Indenture and the Securities Act.



4.  ̈ Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Security or of an Unrestricted Definitive Security.



(a)  ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Securities, on Restricted Definitive Securities and in the Indenture.



(b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Security will no longer be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Securities, on Restricted Definitive Securities and in the Indenture.



(c)  ̈ Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities or
Restricted Definitive Securities and in the Indenture.



This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




[Insert Name of Transferor]




By:

Name:

Title:




Dated:       



ANNEX A TO CERTIFICATE OF TRANSFER




1. The Transferor owns and proposes to transfer the following:



[CHECK ONE OF (a) OR (b)]




(a)  ̈ a beneficial interest in the:



(i)  ̈ 144A Global Security (CUSIP       ), or



(ii)  ̈ Regulation S Global Security (CUSIP       ); or



(iii)  ̈ IAI Global Security (CUSIP       ); or



(b)  ̈ a Restricted Definitive Security.



2. After the Transfer the Transferee will hold:



[CHECK ONE]




(a)  ̈ a beneficial interest in the:



(i)  ̈ 144A Global Security (CUSIP       ), or



	 	 	 
	(ii)

(iii)

(iv)

	 	 ̈ Regulation S Global Security (CUSIP       ), or

 ̈ IAI Global Security (CUSIP       ); or

 ̈ Unrestricted Global Security (CUSIP       ); or






(b)  ̈ a Restricted Definitive Security; or



(c)  ̈ an Unrestricted Definitive Security,



in accordance with the terms of the Indenture.



FORM OF CERTIFICATE OF EXCHANGE




The Williams Companies, Inc.



One Williams Center



Tulsa, Oaklahoma 74172



The Bank of New York Mellon Trust Company, N.A.


[Address]




	 	 	 	Re: 8.75% Senior Notes due 2020





(CUSIP ____________)




Reference is hereby made to the Indenture, dated as of March 5, 2009 (the
“Indenture”), between The Williams Companies, Inc., as issuer (the “Company”) and
The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.



      , (the “Owner”) owns and proposes to exchange the
[Security][Securities] or interest in such [Security][Securities] specified herein, in the
principal amount of $      in such [Security][Securities] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that:



1. Exchange of Restricted Definitive Securities or Beneficial Interests in a Restricted
Global Security for Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted
Global Security



(a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Security to
beneficial interest in an Unrestricted Global Security. In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Security for a beneficial interest in an
Unrestricted Global Security in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Global
Securities and pursuant to and in accordance with the Securities Act of 1933, as amended (the
“Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Security is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.



(b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Security to
Unrestricted Definitive Security. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Security for an Unrestricted Definitive Security, the Owner hereby
certifies (i) the Definitive Security is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv)
the Definitive Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.



(c)  ̈ Check if Exchange is from Restricted Definitive Security to beneficial interest
in an Unrestricted Global Security. In connection with the Owner’s Exchange of a Restricted
Definitive Security for a beneficial interest in an Unrestricted Global Security, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv)
the beneficial interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.



(d)  ̈ Check if Exchange is from Restricted Definitive Security to Unrestricted
Definitive Security. In connection with the Owner’s Exchange of a Restricted Definitive Security
for an Unrestricted Definitive Security, the Owner hereby certifies (i) the Unrestricted Definitive
Security is being acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to Restricted Definitive
Securities and pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Security is being
acquired in compliance with any applicable blue sky securities laws of any state of the United
States.



2. Exchange of Restricted Definitive Securities or Beneficial Interests in Restricted
Global Securities for Restricted Definitive Securities or Beneficial Interests in Restricted Global
Securities



(a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global Security to
Restricted Definitive Security. In connection with the Exchange of the Owner’s beneficial interest
in a Restricted Global Security for a Restricted Definitive Security with an equal principal
amount, the Owner hereby certifies that the Restricted Definitive Security is being acquired for
the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the Restricted Definitive Security issued will continue to be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Definitive Security and in the Indenture and the Securities Act.



(b)  ̈ Check if Exchange is from Restricted Definitive Security to beneficial interest
in a Restricted Global Security. In connection with the Exchange of the Owner’s Restricted
Definitive Security for a beneficial interest in the [CHECK ONE]  ̈ 144A Global Security,
 ̈ Regulation S Global Security  ̈ IAI Global Security with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own
account without transfer and (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Securities and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities laws of any state of
the United States. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted Global Security and
in the Indenture and the Securities Act.



This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.




[Insert Name of Transferor]




By:

Name:

Title:




Dated:       



FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




The Williams Companies, Inc.



One Williams Center



Tulsa, Oaklahoma 74172



The Bank of New York Mellon Trust Company, N.A.



[Address]




	 	 	 	Re: 8.75% Senior Notes due 2020





Reference is hereby made to the Indenture, dated as of March 5, 2009 (the
“Indenture”), between The Williams Companies, Inc., as issuer (the “Company”) and
The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.



In connection with our proposed purchase of $      aggregate principal amount of:



(a)  ̈ a beneficial interest in a Global Security, or



(b)  ̈ a Definitive Security,



we confirm that:



1. We understand that any subsequent transfer of the Securities or any interest therein is
subject to certain restrictions and conditions set forth in the Indenture and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities or any
interest therein except in compliance with, such restrictions and conditions and the Securities Act
of 1933, as amended (the “Securities Act”).



2. We understand that the offer and sale of the Securities have not been registered under the
Securities Act, and that the Securities and any interest therein may not be offered or sold except
as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the Securities or any
interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant
to an effective registration statement under the Securities Act, and we further agree to provide to
any Person purchasing the Definitive Security or beneficial interest in a Global Security from us
in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.



3. We understand that, on any proposed resale of the Securities or beneficial interest
therein, we will be required to furnish to you and the Company such certifications, legal opinions
and other information as you and the Company may reasonably require to confirm that the proposed
sale complies with the foregoing restrictions. We further understand that the Securities purchased
by us will bear a legend to the foregoing effect.



4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of our investment in the
Securities, and we and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.



5. We are acquiring the Securities or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to
each of which we exercise sole investment discretion.



You and the Company are entitled to rely upon this letter and are irrevocably authorized to
produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.




[Insert Name of Accredited Investor]




By:

Name:

Title:




Dated:       




	5	 	Insert in Global Securities only.






	6	 	Insert in Global Securities only






3