exv4w1






Exhibit 4.1




NOBLE ENERGY, INC.




to



WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Trustee



 





Second Supplemental Indenture

dated as of February 18, 2011



to



Indenture

dated as of February 27, 2009



 





$850,000,000



6.000% Notes due 2041



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE I RELATION TO INDENTURE; DEFINITIONS
	 	 	1	 
	SECTION 1.01 Relation To Indenture
	 	 	1	 
	SECTION 1.02 Rules of Interpretation; Definitions
	 	 	1	 
	ARTICLE II THE SERIES OF DEBT SECURITIES
	 	 	2	 
	SECTION 2.01 Title of the Debt Securities
	 	 	2	 
	SECTION 2.02 Limitations on Aggregate Principal Amount
	 	 	2	 
	SECTION 2.03 Registered Securities; Global Form
	 	 	2	 
	SECTION 2.04 Form and Terms of Notes
	 	 	2	 
	SECTION 2.05 Registrar and Paying Agent
	 	 	3	 
	SECTION 2.06 Applicability of Certain Indenture Provisions
	 	 	3	 
	ARTICLE III MISCELLANEOUS PROVISIONS
	 	 	3	 
	SECTION 3.01 Ratification of Indenture
	 	 	3	 
	SECTION 3.02 Governing Law
	 	 	3	 
	SECTION 3.03 Counterparts
	 	 	3	 
	SECTION 3.04 Recitals
	 	 	3	 






 









 






     SECOND SUPPLEMENTAL INDENTURE, dated as of February 18, 2011 (this “Supplemental
Indenture”), between NOBLE ENERGY, INC., a corporation duly organized and existing under the
laws of the State of Delaware (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as trustee (the “Trustee”).



RECITALS OF THE COMPANY




     WHEREAS, the Company has heretofore delivered to the Trustee an Indenture dated as of February
27, 2009, as amended and supplemented from time to time (the “Indenture”), providing for
the issuance from time to time of debt securities of the Company (the “Debt Securities”).



     WHEREAS, Section 3.01 of the Indenture provides that various matters with respect to any
series of Debt Securities issued under the Indenture may be established in an indenture
supplemental to the Indenture.



     WHEREAS, Section 12.01(f) of the Indenture provides for the Company and the Trustee to enter
into an indenture supplemental to the Indenture to establish the form or terms of Debt Securities
of any series as contemplated by Sections 2.01 and 3.01 of the Indenture.



     WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture,
when duly executed and delivered, a valid and legally binding agreement in accordance with its
terms and for the purposes herein expressed, have been performed and fulfilled.



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE I




RELATION TO INDENTURE; DEFINITIONS



     SECTION 1.01 Relation To Indenture.



     This Supplemental Indenture constitutes an integral part of the Indenture.



     SECTION 1.02 Rules of Interpretation; Definitions.



     The first paragraph of Section 1.01 of the Indenture is fully incorporated by reference into
this Supplemental Indenture. For all purposes of this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires, capitalized terms used but not defined
herein shall have the respective meanings assigned to them in the Indenture.



 









 





ARTICLE II




THE SERIES OF DEBT SECURITIES



     SECTION 2.01 Title of the Debt Securities.



     There is hereby created under the Indenture a series of Debt Securities designated the “6.000%
Notes due 2041” (the “Notes”).



     SECTION 2.02 Limitations on Aggregate Principal Amount.



     The aggregate principal amount of the Notes shall be initially limited to $850,000,000;
provided that the Company may, without the consent of the Holders of Outstanding Notes,
increase the principal amount of the Notes Outstanding by issuing additional Notes (“Additional
Notes”) in the future on the same terms and conditions (including, without limitation, the
right to receive accrued and unpaid interest), except for differences in the issue price and issue
date of the Additional Notes, and with the same CUSIP number as the Notes then Outstanding;
provided that such Additional Notes are fungible with previously issued Notes for U.S. federal
income tax purposes. No Additional Notes may be issued if an Event of Default has occurred and is
continuing with respect to the Notes. Any Additional Notes shall rank equally and ratably with the
Notes then Outstanding and shall be treated as a single series for all purposes hereunder and under
the Indenture. From and after the issue date of any Additional Notes, any reference herein to
“Notes” shall include such Additional Notes.



     Except as provided in this Section, the Company shall not execute and the Trustee shall not
authenticate or deliver Notes in excess of such aggregate principal amount.



     Nothing contained in this Section 2.02 or elsewhere in this Supplemental Indenture, or in the
Notes, is intended to or shall limit execution by the Company or authentication or delivery by the
Trustee of the Notes under the circumstances contemplated in Section 3.05, 3.06, 4.06 and 12.06 of
the Indenture.



     SECTION 2.03 Registered Securities; Global Form.



     The Notes shall be issuable and transferable in fully registered form, without coupons. The
Notes shall each be issued in the form of one or more permanent Global Securities subject to any
requirements of the Indenture for the issuance of definitive Notes in exchange therefor. The
Depositary for the Notes shall be The Depository Trust Company. Beneficial interests in the Global
Securities evidencing the Notes shall not be exchangeable for Notes in definitive form except as
provided in Section 2.03 of the Indenture.



     SECTION 2.04 Form and Terms of Notes.



     The Notes shall be substantially in the form attached as Exhibit A hereto and shall have the
terms specified therein.



2









 





     SECTION 2.05 Registrar and Paying Agent.



     The Trustee shall initially serve as Debt Security Registrar and Paying Agent for the Notes.



     SECTION 2.06 Applicability of Certain Indenture Provisions.



     The provisions of Article VI of the Indenture, including Section 6.06 thereof, shall be
applicable to the Notes.



     The provisions of Article XIII of the Indenture relating to defeasance and covenant defeasance
shall be applicable to the Notes.



ARTICLE III




MISCELLANEOUS PROVISIONS



     SECTION 3.01 Ratification of Indenture.



     Except as expressly modified or amended hereby, the Indenture continues in full force and
effect and is in all respects confirmed and preserved.



     SECTION 3.02 Governing Law.



     This Supplemental Indenture and each Note shall be governed by and construed in accordance
with the laws of the State of New York. This Supplemental Indenture is subject to the provisions of
the Trust Indenture Act of 1939, as amended and shall, to the extent applicable, be governed by
such provisions.



     SECTION 3.03 Counterparts.



     This Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.



     SECTION 3.04 Recitals.



     The recitals contained herein shall be taken as statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture.



[signature page follows]




3









 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year first
written above.



	 	 	 	 	 
	 	NOBLE ENERGY, INC.

 	 
	 	By:  	/s/ Kenneth M. Fisher
 	 
	 	 	Name:  	Kenneth M. Fisher 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By  	/s/ Arnold J. Johnson
 	 	 
	 	Name:  	Arnold J. Johnson 	 	 
	 	Title:  	Secretary 	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ John C. Stohlmann
 	 
	 	 	Authorized Representative 	 
	 	 	 	 



 









 






	 	 	 	 	 



Exhibit A to




Second Supplemental Indenture




     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO., OR SUCH OTHER NAME AS 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, SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE EXCEPT AS OTHERWISE PROVIDED
IN THE INDENTURE REFERRED TO ON THE REVERSE SIDE OF THIS CERTIFICATE.



NOBLE ENERGY, INC.




6.000% Note Due 2041



			
	 	 	 
	REGISTERED 

No.
	 	PRINCIPAL AMOUNT

$                    
	 	 	 
	CUSIP NO. 655044AE5
	 	 






     NOBLE ENERGY, INC., a Delaware corporation (herein referred to as the “Company” which
term includes any successor entity under the Indenture herein referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum
of $                     on March 1, 2041 (the “Stated Maturity Date”) and to pay interest
thereon from February 18, 2011 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on March 1 and September 1 of each year
(each, an “Interest Payment Date”), commencing September 1, 2011, at the rate of 6.000% per
annum, until the principal hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date at the office or agency of the Company maintained for
such purpose; provided that such interest may be paid, at the Company’s option, by mailing
a check to such Holder at its registered address. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this Security (or one or more Predecessor Debt Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not
less than ten days prior to such Special Record Date, or may



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be paid at any time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months. The Company will pay, to the extent
lawful, interest (including post-petition interest in any proceeding under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law) on overdue principal and
interest at the rate per annum borne by this Security.




     Payment of the principal of and interest on this Security will be made at the Corporate Trust
Office of the Trustee in the City of Fort Worth, Texas or the office of the Trustee in The City of
New York, New York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. The Company, however, may pay
principal and interest by check payable in such money. At the option of the Company, payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Debt Security Register; provided that, notwithstanding anything else
contained herein, if this Security is a Global Security and is held in book-entry form through the
facilities of the Depositary, payments on this Security will be made to the Depositary or its
nominee in accordance with the arrangements then in effect between the Trustee and the Depositary.



     In any case where any Interest Payment Date or Redemption Date or the Stated Maturity Date of
this Security shall not be a Business Day, then the related payment of interest or principal and
premium, if any, need not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on such Interest Payment Date or Redemption Date or on
the Stated Maturity Date, and, if such payment is made or duly provided for on such Business Day,
no interest shall accrue on the amount so payable for the period from and after such Interest
Payment Date, Redemption Date or the Stated Maturity Date, as the case may be, to such Business
Day. For purposes of this Security, the term “Business Day” means any day, other than a
Saturday or Sunday, that is not a day on which banking institutions or trust companies are
generally authorized or required by law, regulation or executive order to close in The City of New
York.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the Certificate of Authentication hereon has been executed by the Trustee by manual
signature of one of its authorized signatories, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be executed by one of its duly
authorized officers.



Dated: February 18, 2011




	 	 	 	 	 
	 	NOBLE ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Kenneth M. Fisher 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By  	 	 	 
	 	Name:  	Arnold J. Johnson 	 	 
	 	Title:  	Secretary 	 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





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


Dated: February 18, 2011




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Representative 	 
	 	 	 	 



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[Reverse of Note]




NOBLE ENERGY, INC.




     This Security is one of a duly authorized issue of Debt Securities of the Company designated
as its “6.000% Notes due 2041” (herein called the “Securities”), initially limited in
aggregate principal amount of $850,000,000, issued under an Indenture, dated as of February 27,
2009, as amended and supplemented by the First Supplemental Indenture thereto dated as of February
27, 2009 and the Second Supplemental Indenture thereto dated as of February 18, 2011 (as so amended
and supplemented, and as hereafter amended and supplemented from time to time, the
“Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee
(herein called the “Trustee,” which term includes any successor trustee under the Indenture
with respect to the series of which this Debt Security is a part), 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 the Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. To the extent that any provision of this Security conflicts with the express provisions
of the Indenture, the provisions of this Security will govern and be controlling (to the extent
permitted by law). All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.



     The Securities will be redeemable prior to the Stated Maturity Date at the Company’s option,
in whole or in part at any time. Prior to September 1, 2040, the Securities will be redeemable at a
Redemption Price equal to the greater of (1) 100% of the principal amount of the Securities to be
redeemed, or (2) the sum of the present values of the remaining scheduled payments of principal of
the Securities to be redeemed and interest thereon (exclusive of interest accrued to 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 Treasury Rate plus 25 basis points, plus accrued and unpaid
interest on the principal amount being redeemed up to but not including the Redemption Date. On or
after September 1, 2040, the Securities will be redeemable at a Redemption Price equal to 100% of
the principal amount of the Securities to be redeemed plus accrued and unpaid interest on the
principal amount being redeemed up to but not including the Redemption Date. “Treasury
Rate” means, with respect to any Redemption Date,




     (i) the yield, under the heading that represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated
“H.15 (519)” or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the Stated Maturity Date of the Securities,
yields for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the treasury rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month); or




     (ii) if the Treasury Rate cannot be determined pursuant to clause (i) because such



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release (or any successor release) is not published during the week preceding the
calculation date or does not contain such yields, 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 the Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security or securities
selected by an Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the Securities to be redeemed 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 a comparable maturity to the remaining term of the Securities.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed
by the Trustee after consultation with the Company.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the
average of three Reference Treasury Dealer Quotations for such Redemption Date, after excluding the
highest and lowest of five Reference Treasury Dealer Quotations obtained, or (ii) if the Trustee
obtains fewer than five Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations obtained.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Trustee, 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 Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third Business Day preceding such Redemption Date.



     “Reference Treasury Dealer” means each of Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Barclays Capital Inc. or their respective affiliates which are Primary Treasury
Dealers (as defined below) and three other nationally recognized investment banking firms that are
Primary Treasury Dealers specified from time to time by the Company, except that if any of the
foregoing ceases to be a primary U.S. government securities dealer in The City of New York (a
“Primary Treasury Dealer”), the Company shall be required to designate as a substitute
another nationally recognized investment banking firm, or an affiliate thereof, that is a Primary
Treasury Dealer.



     Notice of redemption will be given by mail to Holders of Securities, at least 30 but not more
than 60 days prior to the Redemption Date, all as provided in the Indenture.



     In the event of redemption of this Security in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.



     In connection with any redemption prior to September 1, 2040, the Company will calculate the
Redemption Price on the basis of the Treasury Rate as of the third Business Day preceding the
applicable Redemption Date and, prior to such Redemption Date, deliver to the Trustee an Officers’
Certificate setting forth the Redemption Price and showing the calculation



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thereof in reasonable detail, including the manner in which the Treasury Rate has been
determined.




     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 in the manner and with the effect
provided in the Indenture.



     The Indenture permits, with certain exceptions as provided therein, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Debt Securities of any series under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority of the aggregate principal amount of the
Outstanding Debt Securities of such series. The Indenture also contains provisions permitting the
Holders of not less than a majority of the aggregate principal amount of the Outstanding Debt
Securities of any series, on behalf of the Holders of all such securities of that series, to waive
compliance by the Company with certain provisions of the Indenture and to waive certain past
defaults under the Indenture with respect to such series and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon
all future Holders of this Security and other Securities issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.



     No sinking fund will be established with respect to the Securities and the Securities shall
not be subject to any sinking fund payments.



     Articles VI and XIII of the Indenture shall be applicable in their entirety to the Securities.



     The Indenture contains provisions for defeasance of (i) the entire indebtedness of the Company
in respect of this Security and (ii) certain restrictive covenants and the related Events of
Default, subject to compliance by the Company with certain conditions set forth in the Indenture.



     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, premium, if any, and interest on this Security at the times, places and rate, and
in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein and herein set forth,
the transfer of this Security is registrable in the Debt Security Register of the Company upon
surrender of this Security for registration of transfer at the office or agency of the Company in
any place where the principal of and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Debt
Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.



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     As provided in the Indenture and subject to certain limitations therein and herein set forth,
this Security is exchangeable for a like aggregate principal amount of Securities of different
authorized denominations but otherwise having the same terms and conditions, as requested by the
Holder hereof surrendering the same.



     The Securities are issuable only in registered form without coupons in denominations of $2,000
and integral multiples of $1,000 in excess thereof.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     The registered Holder of this Security may be treated as its owner for all purposes.



     Prior to due presentment of this 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 this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and none of the Company, the Trustee and any such agent shall be affected by notice to the
contrary.



     No recourse shall be had for the payment of the principal of or premium, if any, or the
interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture or any indenture supplemental thereto, against any past, present
or future stockholder, employee, officer or director, as such, 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, all such
liability being, by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.



     The Securities shall be governed by and construed in accordance with the laws of the State of
New York.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities as a convenience
to the Holders of such Securities. No representation is made as to the correctness or accuracy of
such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other
identification numbers printed hereon.



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ASSIGNMENT FORM



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



 
(Please Print or Type Name and Address Including Zip Code of Assignee)



the within Debt Security of Noble Energy, Inc. and hereby does irrevocably constitute and appoint
                     Attorney to transfer said security on the books of the within-named
Corporation with full power of substitution in the premises.



 
(Please Insert Social Security or Other Identifying Number of Assignee)




Dated:                     




	 	 	 	 	 
	 	
 	 
	 	 	 
	 	 	 
	 	
 	 
	 	 	 



SIGNATURE GUARANTEE





     Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of Wells Fargo Bank, National Association, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by Wells Fargo Bank, National Association in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934 as
amended.



     NOTICE: The signature to this assignment must correspond with the name as it appears on the
first page of the within Security in every particular, without alteration or enlargement of any
change whatever.




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