EX-4.1 FORM OF INDENTURE



 





Exhibit 4.1




     INDENTURE, dated as of April ___, 2007, among AMVESCAP PLC, a public limited company duly
organized and existing under the laws of the United Kingdom (the “Company”), A I M ADVISORS, INC.,
A I M MANAGEMENT GROUP INC., INVESCO INSTITUTIONAL (N.A.), INC., and INVESCO NORTH AMERICAN
HOLDINGS, INC. and The Bank of New York Trust Company, N.A., a corporation organized under the laws
of the United States of America, as trustee (the “Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to create and
provide for the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (herein called, the “Securities”) to be issued in one or more series as provided for
in this Indenture.



     Each of the Guarantors has duly authorized the execution and delivery of this Indenture to
provide for the issuance of guarantees of the Securities as provided in this Indenture.



     All things necessary to make this Indenture a valid and legally binding agreement of the
Company and the Guarantors, 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 of any series, as follows:



ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION




     Section 1.01 Definitions.




     For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




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




     (b) 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;




     (c) unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture; and




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



 









 





     “Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.



     “Additional Amounts” has the meaning set forth in Section 10.04.



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



     “Agent Member” means any member of or participant in, the Depositary.



     “Applicable Procedures” means applicable procedures of the Depositary, Euroclear or
Clearstream, as the case may be.



     “Board of Directors” means, as the context requires, either the board of directors of the
Company or a Guarantor, as the case may be, or any duly authorized committee of that board.



     “Board Resolution” means, as the context requires, a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or a Guarantor, as the case may be, to have been
duly adopted by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in New York, New York or London, England are authorized or obligated by
law or executive order to close; provided that, when used with respect to any Security, “Business
Day” may have such other meaning, if any, as may be specified for such Security as contemplated by
Section 3.01.



     “Change in Tax Law” has the meaning specified in Section 11.01(a).



     “Clearstream” means Clearstream Banking, S.A., or any successor securities clearing agency.



     “Commission” means the Securities and Exchange Commission, from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.



     “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” or “Company Order” means a written request or order signed in the name of
the Company by its Chairman, its Chief Executive Officer, its President, any Vice President, its
Treasurer or an Assistant Treasurer, and delivered to the Trustee.



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     “Corporate Trust Office” means the principal corporate trust office of the Trustee, at which
at any particular time its corporate trust business shall be administered, which office at the date
of execution of this Indenture is located at 100 Ashford Center North, Suite 520, Atlanta, Georgia
30338.



     “Credit Facilities” means (a) the Five Year Credit Agreement, dated as of March 31, 2005,
among the Company, as borrower, Bank of America, N.A., as administrative agent, and the lenders
from time to time a party thereto, as the same may be amended, modified, extended, refinanced,
restated or replaced from time to time and (b) any other agreement or agreements between the
Company and one or more financial institutions providing for the making of loans or advances on a
revolving basis, term loans, the issuance of letters of credit and/or the creation of bankers’
acceptances to fund, among other things, the Company’s general corporate requirements.



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



     “Defaulted Interest” has the meaning specified in Section 3.08.



     “Depositary” means The Depository Trust Company, its nominees and successors.



     “Euroclear” means the Euroclear Bank, S.A./N.V., or any successor securities clearing agency.



     “Event of Default” has the meaning specified in Section 5.01.



     “Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time,
and the rules and regulations thereunder.



     “Global Security” shall have the meaning specified in Section 2.02.



     “Guarantees” has the meaning specified in Section 13.01.



     “Guarantor” means (a) each Person named as the “Guarantor” 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 “Guarantor” shall mean such successor Person and (b) any Person that
becomes a Guarantor after the date of this Indenture pursuant to Section 10.09 hereof.



     “Holder” means the Person in whose name a Security is, at the time of determination,
registered on the Security Register.



     “Indenture” means this instrument as originally executed and as it may from time to time be
supplemented by one or more Supplemental Indentures. The term “Indenture” shall also include the
terms of a particular series of Securities established as contemplated by Section 3.01.



     “Interest Payment Date” means, with respect to any Security, the Stated Maturity of an
installment of interest on such Security.



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     “Listing Failure” has the meaning specified in Section 10.04.



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



     “Obligations” means the obligations of the Company and any other obligor hereunder or under
the Securities of any series, including the Guarantors, to pay principal of, interest on and
Additional Amounts with respect to such Securities when due and payable at Maturity, and all other
amounts due or to become due under or in connection with this Indenture, the Securities and the
performance of all other obligations to the Trustee (including all amounts due to the Trustee under
Section 6.07 hereof) and the Holders under this Indenture and the Securities according to the terms
hereof and thereof.



     “Officers’ Certificate” means a certificate signed by the Chairman, the Executive Chairman,
the Chief Executive Officer, the President, the Chief Financial Officer, the General Counsel or any
Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary, an Assistant Secretary
or the Chief Financial Officer (provided that the Chief Financial Officer may only sign on behalf
of the Company or any Guarantor once) of the Company or any Guarantor, as applicable, and delivered
to the Trustee.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or
any Guarantor, as applicable, including an employee of the Company, and who shall be acceptable to
the Trustee.



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




     (a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation;




     (b) Securities, or portions thereof, for whose payment, redemption or purchase money in
the necessary amount has been theretofore deposited 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;




     (c) Securities, except to the extent provided in Article XII, with respect to which the
Company has effected defeasance and/or covenant defeasance as provided in Article XII; and




     (d) Securities which have been paid pursuant to Section 3.07 or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have been



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presented to the Trustee proof satisfactory to it that such Securities are held by a
bona fide purchaser in whose hands the Securities are valid obligations 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, consent, notice or
waiver hereunder, and for the purpose of making the calculations required by TIA Section 313,
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 such calculation or in relying upon
any such request, demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee has actual knowledge are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.




     “Paying Agent” means any Person authorized by the Company to pay the principal of or interest
on any Securities on behalf of the Company.



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



     “Place of Payment” means, when used with respect to the Securities of any series, the place or
places where the principal of and interest on such Securities are payable as specified as
contemplated by Section 3.01 and Section 10.02.



     “Predecessor Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the purposes
of this definition, any Security authenticated and delivered under Section 3.07 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Security.



     “Redemption Date”, when used with respect to any Security to be redeemed, in whole or in part,
means the date fixed for such redemption by or pursuant to this Indenture.



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



     “Registrar” means The Bank of New York Trust Company, N.A. and any successor authorized by the
Company to act as Registrar.



     “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities
of any series means the date specified for that purpose as contemplated by Section 3.01.



     “Responsible Officer” when used with respect to the Trustee, means any officer within the
corporate trust department at the Corporate Trust Office (or any successor office) of the



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Trustee, including any Vice President, Assistant Vice President or any other officer of the
Trustee customarily performing functions similar to those performed by any of the above-designated
officers, and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the particular
subject.



     “Securities” has the meaning given such term in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules
and regulations thereunder.



     “Security Register” has the meaning set forth in Section 3.05.



     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.08.



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



     “Subsidiary” means any Person a majority of the equity ownership or voting stock of which is
at the time owned, directly or indirectly, by the Company and/or one or more Subsidiaries of the
Company. For the purposes of this definition, “voting stock” means stock which ordinarily has
voting power for the election of directors, whether at all times or only so long as no senior class
of stock has such voting power by reason of any contingency.



     “Supplemental Indenture” means an indenture supplemental to this Indenture, in a form
reasonably satisfactory to the Trustee, which supplements, amends or modifies this Indenture and is
entered into by the parties to this Indenture as provided in Article IX.



     “Tax” means any tax, duty, levy, impost, assessment or other governmental charge (including
penalties, interest and any other liabilities related thereto).



     “Taxing authority” means any government or political subdivision or territory or possession of
any government or any authority or agency therein or thereof having power to tax.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended, as in force
at the date as of which this Indenture was executed, except as provided in Section 9.05.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean such successor Trustee; provided, however, that if
at any time there is more than one such Person, “Trustee” as used with respect to the Securities of
or within any series shall mean only the Trustee with respect to the Securities of that series.



     “U.K. Withholdings Taxes” has the meaning specified in Section 10.04.



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     “U.S. Government Obligations” has the meaning set forth in Section 12.04.



     “U.S. Physical Securities” has the meaning set forth in Section 2.01.



     Section 1.02 Compliance Certificates and Opinions.




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



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than pursuant to Section 10.06(a)) shall include:




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




     (b) 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;




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




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



     Section 1.03 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 and/or any Guarantor may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Company and/or any such Guarantor stating that the information with
respect to such factual matters is in the possession of the Company and/or any such Guarantor,



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unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are erroneous.



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



     Section 1.04 Acts of Holders.



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



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



     The ownership of Securities shall be proved by the Security Register.



     If the Company or any Guarantor shall solicit from the Holders of Securities of any series any
request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or any
such Guarantor (as the case may be), may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company or any such
Guarantor (as the case may be) shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation
of Holders of Securities of such series generally in connection therewith and not later than the
date such solicitation is completed. 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 Securities of such series of record at the close of business
on such record date shall be deemed to be Holders for the purposes of determining whether Holders
of the requisite proportion of Outstanding Securities of such series have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act,



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and for that purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such authorization, agreement or consent by the Holders of Securities
of such series on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than eleven months after the record date.



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



     Section 1.05 Notices, etc., to Trustee, Company or Guarantors.



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




     (a) unless otherwise provided in any Supplemental Indenture, the Trustee by any Holder,
the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing or mailed, first-class postage prepaid, to or with the
Trustee at its Corporate Trust Office, or sent by facsimile to the Trustee (with receipt
confirmed by telephone) at 770-698-5195; or




     (b) unless otherwise provided in any Supplemental Indenture, the Company by the
Trustee, any Holder or any Guarantor shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid,
to the Company addressed to it at 11 Devonshire Square, London, ECZM 4YR, England,
Attention: Secretary, or sent by facsimile to the Company at 011-44-207-454-3962 (with
receipt confirmed by phone at 011-44-207-626-3434) with a copy to 1315 Peachtree Street,
N.E., Suite 500, Atlanta, Georgia 30309, Attention: Chief Financial Officer, or sent by
facsimile at (404) 724-4280 (with receipt confirmed by telephone at (404) 724-4251, or at
any other address or facsimile number previously furnished in writing to the Trustee by the
Company; or




     (c) unless otherwise provided in any Supplemental Indenture, any Guarantor by the
Company, any other Guarantor, the Trustee or any Holder shall be sufficient for any purpose
hereunder (unless otherwise herein expressly provided) if in writing, and mailed, first
class postage prepaid, to such Guarantor addressed to it c/o AMVESCAP PLC, 1315 Peachtree
Street, N.E., Suite 500, Atlanta, Georgia 30309, Attention: General Counsel, or sent by
facsimile to such Guarantor at (404) 724-4280 (with receipt confirmed by telephone at (404)
479-2889), or at any other address or facsimile number previously furnished in writing to
the Trustee by such Guarantor; or



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     Section 1.06 Notice to Holders, Waiver.



     Where this Indenture provides for notice of any event to Holders by the Company or the
Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to each Holder 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 is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other
Holders. Any notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually receives such
notice. Where this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.



     In case by reason of the suspension of or irregularities in regular mail service or by reason
of any other cause, it shall be impracticable to mail notice of any event to Holders when such
notice is required to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice for every purpose hereunder.



     Section 1.07 Conflict of any Provision of Indenture with Trust Indenture Act.



     If and to the extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or conflicts with
any provision (an “incorporated provision”) required by or deemed to be included in this Indenture
by operation of such Trust Indenture Act sections, such imposed duties or incorporated provision
shall control.



     Section 1.08 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 1.09 Successors and Assigns.



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



     Section 1.10 Separability Clause.



     In case any provision in this Indenture or in any Security 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.



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     Section 1.11 Benefits of Indenture.



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



     Section 1.12 Counterparts.



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



     Section 1.13 Governing Law.



     This Indenture and the Securities shall be governed by and construed in accordance with the
laws of the State of New York (without regard to applicable principles of conflicts of law thereof
that would require the application of the law of any other state). This Indenture shall be subject
to the provisions of the Trust Indenture Act that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.



     Section 1.14 Legal Holidays.



     In any case where any Interest Payment Date, Redemption Date, date established for payment of
Defaulted Interest pursuant to Section 3.08, Stated Maturity or Maturity with respect to any
Security or other day on which principal, interest or Additional Amounts in respect of the
Securities is due, shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or any Security) payment of principal, interest or Additional Amounts 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 the Interest Payment Date, Redemption Date, date established for payment of Defaulted
Interest pursuant to Section 3.08 or Stated Maturity or Maturity; provided that no interest shall
accrue for the period from and after such Interest Payment Date or other such day, Redemption Date,
date established for payment of Defaulted Interest pursuant to Section 3.08, Stated Maturity or
Maturity, as the case may be, to the next succeeding Business Day.



     Section 1.15 Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury
Trial.



     The Company and each Guarantor agree that any suit, action or proceeding against the Company
or any Guarantor arising out of or based upon this Indenture or the transactions contemplated
hereby may be instituted in any State or Federal court in The City of New York, New York, and
waives any objection which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the nonexclusive jurisdiction of such courts in any suit,
action or proceeding. The Company and each Guarantor has appointed CT Corporation System, 111
Eighth Avenue, New York, New York 10011 as its authorized agent (the “Authorized Agent”) upon whom
process may be served in any suit, action or proceeding arising out of or based upon this
Indenture, any Security or the transactions contemplated herein or thereby which may be instituted
in any State or Federal court in The City of New York, New



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York, and expressly accepts the nonexclusive jurisdiction of any such court in respect of any
such suit, action or proceeding. The Company and each Guarantor further agree to take any and all
action as may be necessary to maintain such designation and appointment of such agent in full force
and effect for a period of ten years from the date of this Indenture. If for any reason CT
Corporation System shall cease to be available to act as such authorized agent for the Company and
any Guarantor, the Company and each Guarantor agree to designate a new agent in the State of New
York on the terms and for the purpose of this Section 1.15. The Company and each Guarantor hereby
represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act
as said agent for service of process, and the Company and each Guarantor agree to take any and all
action, including the filing of any and all documents that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent
shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding
the foregoing, any action arising out of or based upon this Indenture may be instituted in any
court of competent jurisdiction in England.



     To the extent that the Company or any Guarantor has or hereafter may acquire any immunity
(sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court
or from set off or any legal process (whether service of notice, attachment in aid of or otherwise)
with respect to itself or its property, it hereby irrevocably waives and agrees not to plead or
claim such immunity in respect of its obligations under this Indenture, any Securities or the
Guarantees, as applicable.



     Section 1.16 Currency.



     (a) Each reference in this Indenture to U.S. dollars (the “relevant currency”) is of the
essence. To the fullest extent permitted by law, the obligation of the Company in respect of any
amount due with respect to the Securities of any series or any other obligation under this
Indenture will, notwithstanding any payment in any other currency (whether pursuant to a judgment
or otherwise), be discharged only to the extent of the amount in the relevant currency that the
party entitled to receive such payment may, in accordance with its normal procedures, purchase with
the sum paid in such other currency (after any premium and costs of exchange) on the Business Day
immediately following the day on which such party receives such payment. If the amount in the
relevant currency that may be so purchased for any reason falls short of the amount originally due,
the Company will pay such additional amounts, in the relevant currency, as may be necessary to
compensate for the shortfall. Any obligation of the Company not discharged by such payment will,
to the fullest extent permitted by applicable law, be due as a separate and independent obligation
and, until discharged as provided herein, will continue in full force and effect.



     (b) The Company and each Guarantor, jointly and severally, agree to indemnify each Holder
against any loss incurred by such Holder as a result of any judgment or order being given or made
against the Company or any of the Guarantors, for any U.S. dollar amount due under this Indenture
and such judgment or order being expressed and paid in a currency (the “Judgment Currency”) other
than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the
U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or
order and (ii) the spot rate of exchange in the City of New York at which such party on the date of
payment of such judgment or order is able to purchase U.S.



12









 




dollars with the amount of the Judgment Currency actually received by such party if such party
had utilized such amount of Judgment Currency to purchase U.S. dollars as promptly as practicable
upon such party’s receipt thereof. The foregoing indemnity shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall
include any premiums and costs of exchange payable in connection with the purchase of, or
conversion into, U.S. dollars.




ARTICLE II

SECURITY FORMS




     Section 2.01 Forms Generally.



     Each Security in a series shall be in a form approved by or pursuant to a Supplemental
Indenture hereto or a Board Resolution or by an Officer or Officers pursuant to authority delegated
to that Officer or those Officers pursuant to a Board Resolution. If the form of the Securities of
a series is not prescribed by the Supplemental Indenture relating to that series, upon or prior to
the delivery to the Trustee for authentication of the first Security to be issued of that series,
the Company shall deliver to the Trustee, the Board Resolution by or pursuant to which such form of
the Security for that series has been approved, which Board Resolution shall have attached thereto
a copy of the form of the Security approved, or a certificate of an Officer, attested to by the
Secretary or Assistant Secretary of the Company, certifying that an Officer, acting pursuant to
delegated authority from the Board of Directors, approved the form of the Securities of that series
and attaching a copy of the form of the Security and a true and complete copy of the resolutions of
the Board of Directors delegating authority to that Officer to approve the form of Securities. If
temporary Securities of any series are issued in global form as permitted by Section 3.04, the form
thereof also shall be established as provided in this Section 2.01.



     All Securities shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to
comply with the rules of any securities exchange or as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of the Securities. Any
portion of the text of any Security may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Security.



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



     Section 2.02 Global Securities.



     If Securities of a series are issuable in whole or in part in global form, as specified as
contemplated by Section 3.01 (a “Global Security”), then, notwithstanding Section 3.01 and the
provisions of Section 3.02, such Global Security shall represent such of the Outstanding Securities
of such series as shall be specified in such Global Security and may provide that it shall
represent the aggregate amount of Outstanding Securities of such series from time to time



13









 







endorsed thereon and that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be reduced or increased to reflect exchanges or partial
redemptions or increased to reflect the issuance of additional uncertificated Securities of that
series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in
the amount, of Outstanding Securities of a series represented thereby shall be made by the Trustee
in such manner and upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 3.03. Subject to the
provisions of Section 3.03, the Trustee shall deliver and redeliver any Global Security in the
manner and upon written instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or delivery or
redelivery of a Global Security shall be in writing but need not comply with Section 1.02.



          Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced
thereby, every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form on the face thereof:





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




TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.06 OF THE
INDENTURE.



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ARTICLE III

THE SECURITIES




     Section 3.01 Title and Terms.



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



     The Securities may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner
provided, in an Officers’ Certificate, or established in one or more Supplemental Indentures
hereto, prior to the issuance of Securities of any series,




          (i) the title of the Securities of or within the series (which shall distinguish the
Securities of such series from all other series of Securities);




          (ii) any limit upon the aggregate principal amount of the Securities of or within the
series which may be authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities of or within the series pursuant to Section 3.04, 3.05, 3.07, 9.06 or
11.08); provided, however, that the authorized aggregate principal amount of such series may
from time to time be increased above such amount by a Board Resolution to such effect;




          (iii) the Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest;




          (iv) the date or dates on which the principal of any Securities of or within the series
is payable or the method by which such date or dates shall be determined or extended;




          (v) the rate or rates (which may be fixed or variable) at which any Securities of or
within the series shall bear interest, if any, or the method by which such rate or rates
shall be determined, the date or dates from which any such interest shall accrue, the
Interest Payment Dates on which any such interest shall be payable and the Regular Record
Date for any such interest payable on any Interest Payment Date, or the method by which such
date shall be determined, and the basis upon which interest shall be calculated if other
than that of a 360-day year consisting of twelve 30-day months;




          (vi) the place or places where, subject to the provisions of Section 3.05 and Section
10.02, the principal of and any premium and interest on any Securities of or within the
series shall be payable and the manner in which any payment may be made;




          (vii) the period or periods within which or the date or dates on which, the price or
prices at which and the terms and conditions upon which any Securities of or within the
series may be redeemed, in whole or in part, at the option of the Company and,



15









 







if other than by a Board Resolution, the manner in which any election by the Company to
redeem the Securities of such shall be evidenced;




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




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




          (x) if the amount of any premium or interest on any Securities of or within the series
may be determined with reference to an index or pursuant to a formula, the manner in which
such amounts shall be determined;




          (xi) if applicable, that the Securities of or within the series, in whole or any
specified part, shall be defeasible pursuant to Section 12.02 or Section 12.03, or both such
Sections, or pursuant to a manner varying from such Sections, any provisions to permit a
pledge of obligations other than U.S. Government Obligations (or the establishment of other
arrangements) to satisfy the requirements of Section 12.04 for defeasance of such Securities
and, if other than by a Board Resolution, the manner in which any election by the Company to
defease such Securities shall be evidenced;




          (xii) if applicable, that any Securities of or within the series shall be issuable in
whole or in part in the form of one or more Global Securities and, in such case, the
respective Depositaries for such Global Securities, the form of any legend or legends which
shall be borne by any such Global Security in addition to or in lieu of that set forth in
Section 2.02, any addition to, elimination of or other change in the circumstances set forth
 in clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global
Security in whole or in part may be registered, in the name or names of Persons other than
the Depositary for such Global Security or a nominee thereof and any other provisions
governing exchanges or transfers of any such Global Security;




          (xiii) any addition to, elimination of or other change in the Events of Default which
applies to any Securities of or within the series and any change in the right of the Trustee
or the requisite Holders of such Securities to declare the principal amount thereof due and
payable pursuant to Section 5.02;




          (xiv) any addition to, elimination of or other change in the covenants set forth in
Article X which applies to Securities of or within the series;




          (xv) any provisions necessary to permit or facilitate the issuance, payment or
conversion of any Securities of or within the series that may be converted into securities
or other property other than Securities of or within the same series and of



16









 







like tenor, whether in addition to, or in lieu of, any payment of principal or other
amount and whether at the option of the Company or otherwise;




          (xvi) the terms and conditions, if any, pursuant to which the Securities of or within
the series are secured;




          (xvii) any restriction or condition on the transferability of the Securities of or
within such series;




          (xviii) the exchanges, if any, on which the Securities of or within such series may be
listed;




          (xix) if other than the Trustee, the identity of each Security Registrar and/or Paying
Agent;




          (xx) whether and under what circumstances the Company will pay Additional Amounts as
contemplated by Section 10.04 on the Securities of or within the series to any Holder who is
not a United States person (including any modification to the definition of such term) in
respect of any tax, assessment or governmental charge and, if so, whether the Company will
have the option to redeem such Securities rather than pay such Additional Amounts (and the
terms of any such option); and




          (xxi) any other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.01(c)).



     All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above
and (subject to Section 3.03) set forth, or determined in the manner provided, in the Officers’
Certificate referred to above or in any such Supplemental Indenture hereto. All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional Securities of such
series.



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



     Section 3.02 Denominations.



     The Securities of each series shall be issuable only in registered form without coupons and,
unless otherwise specified as contemplated by Section 3.01, only in denominations of US$1,000 and
any integral multiple thereof.



     Section 3.03 Execution, Authentication, Delivery and Dating.



     The Securities of each series shall be executed on behalf of the Company by any Director or
member of its Executive Committee. The Guarantees endorsed thereon shall be executed on



17









 







behalf of each Guarantor by any authorized officer of each Guarantor. The signature of any of
these officers on the Securities or the Guarantees may be manual or facsimile signatures of the
present or any future such authorized officer and may be imprinted or otherwise reproduced on the
Securities and the Guarantees.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and delivery of such
Securities directing the Trustee to authenticate the Securities and certifying that all conditions
precedent to the issuance of Securities contained herein have been fully complied with, and the
Trustee in accordance with such Company Order shall authenticate and deliver such Securities. The
Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the
Company that it may reasonably request in connection with such authentication of any Securities of
any series. Such order shall specify the amount of Securities of such series to be authenticated
and the date on which the original issue of Securities of such series.



     Each Security shall be dated the date of its authentication.



     In case the Company, pursuant to Article VIII, shall be consolidated or merged with or into
any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have been merged, or the
Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid,
shall have executed a Supplemental Indenture with the Trustee pursuant to Article VIII, any of the
Securities of any series authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may, from time to time, at the request of the
successor Person, be exchanged for other Securities of such series executed in the name of the
successor Person with such changes in phraseology and form as may be appropriate, but otherwise in
substance of like tenor as the Securities of such series surrendered for such exchange and of like
principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate
and deliver Securities as specified in such request for the purpose of such exchange. If
Securities of any series shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section in exchange or substitution for or upon registration of
transfer of any Securities of such series, such successor Person, at the option of the Holders but
without expense to them, shall provide for the exchange of all Securities of such series at the
time Outstanding for Securities of such series authenticated and delivered in such new name.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form set forth in Section 3.13 duly executed by the Trustee by manual signature of an



18









 







authorized officer, and such certificate upon any Security shall be conclusive evidence, and
the only evidence, that such Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.10
together with a written statement (which need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been issued or sold by
the Company, for all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the benefits of this
Indenture.



     Section 3.04 Temporary Securities.



     Pending the preparation of definitive Securities, the Company and the Guarantors may execute,
and upon Company Order the Trustee shall authenticate and deliver, temporary Securities having duly
executed Guarantees endorsed thereon, which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities and Guarantees may
determine, as conclusively evidenced by their execution of such Securities.



     If temporary Securities of any series are issued, the Company and the Guarantors will cause
definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of any series, the temporary Securities of such series shall
be exchangeable for definitive Securities of such series upon surrender of such temporary
Securities at the office or agency of the Company designated for such purpose pursuant to Section
10.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series, the Company and the Guarantors shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
such series having Guarantees duly endorsed thereon of authorized denominations. Until so
exchanged, the temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.



     Section 3.05 Registration, Registration of Transfer and Exchange.



     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office and in any other office or agency designated pursuant to
Section 10.02 being herein sometimes referred to as the “Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the registration of
Securities of each series and of transfers of Securities of such series. The Security Register
shall be in written form or any other form capable of being converted into written form within a
reasonable time. At all reasonable times, the Security Register shall be open to inspection by the
Trustee. The Trustee is hereby initially appointed as “Registrar” for the purpose of registering
Securities and transfers of Securities as herein provided.



     Upon surrender for registration of transfer of any Security of any series at the office or
agency of the Company designated pursuant to Section 10.02, the Company and the Guarantors



19









 







shall execute, and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of the same series having duly executed
Guarantees for such series endorsed thereon of any authorized denomination for such series or
denominations of a like aggregate principal amount.



     At the option of the Holder, Securities of any series may be exchanged for other Securities of
such series of any authorized denomination for such series and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any
Securities of any series are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.



     All Securities of any series and any Guarantees thereof issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the Company and any Guarantor,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities
of such series and Guarantees thereof surrendered upon such registration of transfer or exchange.



     Every Security presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer, in form satisfactory to the Company and the Registrar, duly executed by the
Holder thereof or his attorney duly authorized in writing.



     No service charge shall be made for any registration of transfer or exchange or redemption of
Securities, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 not involving any
transfer.



     The Company shall not be required (i) to issue, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before the selection of
Securities to be redeemed under Section 11.04 and ending at the close of business on the day of
such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange
any Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part.



     Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty
whatsoever to monitor Federal or State securities laws other than to collect the certificates
required herein.



     Section 3.06 Book-Entry Provisions for Restricted Global Security.



          (a) Any Global Security initially shall (i) be registered in the name of Cede & Co., as
nominee of the Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee, as custodian for such Depositary, and (iii) bear legends as set forth in Section 2.02.




     The Depositary or its nominee shall be the Holder of the Global Securities, and owners of
beneficial interests in the Securities represented by the Global Securities shall hold such
interests



20









 







pursuant to the procedures and practices of the Depositary. Any such owner’s beneficial
ownership of any such Securities will be shown only on, and the transfer of such ownership interest
shall be effected only through, records maintained by the Depositary or its nominee. All interests
in a Global Security may be subject to the procedures and requirements of the Depositary. Those
interests held through Euroclear and Clearstream will be subject to the procedures and requirements
of such system.



          (b) Transfers of any Global Security shall be limited to transfers of such Global Security in
whole, but not in part, to the Depositary, its successors or their respective nominees. Interests
of beneficial owners in any Global Security may be transferred in accordance with the rules and
procedures of the Depositary.




     Unless (i) the Depositary notifies the Company that it is unwilling or unable to continue as
depositary for a Global Security or ceases to be a “Clearing Agency” registered under the Exchange
Act or announces an intention permanently to cease business or does in fact do so and a successor
Depositary is not appointed by the Company within 90 days of such notice, (ii) an Event of Default
has occurred and is continuing with respect to a Global Security or (iii) Company determines that
the Global Securities (in whole or in part) should be exchanged for definitive Securities; provided
that (x) such exchange is required by (A) any applicable law or (B) any event beyond the Company’s
control or (y) payments of interest on any Global Security, or beneficial interest are, or would
become, subject to any deduction or withholding for taxes, owners of beneficial interests in a
Global Security will not be entitled to have any portions of such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of Securities in
definitive form and will not be considered the owners or holders of the Global Security.



          (c) Securities issued in exchange for a Global Security or any portion thereof pursuant to the
last sentence of subsection (b) of this Section shall be issued in definitive, fully registered
form, without interest coupons, shall be of the same series and have an aggregate principal amount
equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in
such names and be in such authorized denominations as the Depositary shall designate and shall bear
any legends required hereunder. Any Global Security to be exchanged in whole shall be surrendered
by the Depositary to the Trustee, as Registrar. With regard to any Global Security to be exchanged
in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is
acting as custodian for the Depositary or its nominee with respect to such Global Security, the
principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so
exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and make available for delivery the
Security issuable on such exchange to or upon the order of the Depositary or an authorized
representative thereof. In the event of the occurrence of any of the events specified in the last
sentence of subsection (b) of this Section 3.06, the Company will promptly make available to the
Trustee a reasonable supply of certificated Securities of such series in definitive form.




          (d) Except as otherwise set forth in this Indenture or a Global Security, owners of beneficial
interests in the Securities evidenced by a Global Security will not be entitled to any rights under
this Indenture with respect to such Global Security, and the

21









 








Depositary or its nominee may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the owner and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any such
agent from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or its nominee or impair, as between the Depositary or its nominee and such owners
of beneficial interests, the operation of customary practices governing the exercise of the rights
of the Depositary or its nominee as Holder of any Security.




     Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities.



     If any mutilated Security of any series is surrendered to the Trustee, the Company and any
Guarantor thereof shall execute and the Trustee shall authenticate and deliver in exchange therefor
a new Security of such series having a duly executed Guarantee, if applicable, endorsed thereon, of
like tenor and principal amount and bearing a number not contemporaneously outstanding.



     If there shall be delivered to the Company, any Guarantor and the Trustee (1) evidence to
their satisfaction of the destruction, loss or theft of any Security of any series and (2) such
security or indemnity as may be required by them to save each of them and any agent of either of
them harmless, then, in the absence of written notice to the Company, any Guarantor or the Trustee
that such Security has been acquired by a bona fide purchaser, the Company and any Guarantor shall
execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security of such series having a duly executed Guarantee, if applicable,
endorsed thereon, of like tenor and principal amount and bearing a number not contemporaneously
outstanding.



     In case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new Security, pay
such Security.



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



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



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



22









 





     Section 3.08 Payment of Interest and Certain Additional Amounts; Rights to Interest and
Certain Additional Amounts Preserved.



     Except as otherwise provided as contemplated by Section 3.01 with respect to Securities of a
series, interest on and any Additional Amounts with respect to any Security which is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose pursuant to Section 10.02 or, at the option of the Company, interest
may be paid by check mailed to the address of the Person entitled thereto pursuant to 3.09 as such
address appears in the Security Register; provided that all payments with respect to Securities of
any series, the Holders of which have given wire transfer instructions to the Trustee (or other
Paying Agent) by the Regular Record Date shall be required to be made by wire transfer of
immediately available funds to the accounts specified by the Holders thereof.



     Any interest on and any Additional Amounts with respect to any Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest Payment Date therefor
shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having
been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted
interest at the rate borne by such Securities (such defaulted interest and interest thereon herein
collectively called “Defaulted Interest”) may be paid by the Company, at its election in each case,
as provided in clause (a) or (b) below:




     (a) The Company may elect to make payment of any Defaulted Interest payable on any
Securities of a series to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to
be paid on each such Security and the date of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest which shall be not more than 15 days
and not less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date, and in the name and at the
expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be given in the manner provided for in
Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor having been
so given, such Defaulted Interest shall be paid to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the
following clause (b).



23









 






     (b) The Company may make payment of any Defaulted Interest on any Securities of a
series in any other lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.



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



     Section 3.09 Persons Deemed Owners.



     Prior to the due presentment of a Security for registration of transfer, the Company, each
Guarantor, the Trustee and any agent of the Company, such Guarantor or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, and (subject to Sections 3.05 and 3.08), interest on such
Security and for all other purposes whatsoever, whether or not such Security be overdue, and none
of the Company, the Guarantors, the Trustee or any agent of the Company, such Guarantor or the
Trustee shall be affected by notice to the contrary.



     None of the Company, the Trustee, any Paying Agent or the Security 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. Notwithstanding the foregoing, with
respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any agent
of the Company or the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depository, as a Holder, with respect to such Global Security or
impair, as between such depository and owners of beneficial interests in such Global Security, the
operation of customary practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such Global Security.



     Section 3.10 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 shall
be promptly cancelled by it. 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 may deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly cancelled 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 this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its
customary procedures.



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     Section 3.11 CUSIP and CINS Numbers.



     The Company in issuing any Securities may use “CUSIP” and “CINS” numbers (if then generally in
use) and, if so, the Trustee shall use “CUSIP” and “CINS” 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 such Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers
printed on such Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers in such notices of redemption.



     Section 3.12 Computation of Interest.



     Except as otherwise specified as contemplated by Section 3.01, interest on Securities any
series shall be computed on the basis of a 360-day year consisting of twelve 30-day months.



     Section 3.13 Form of Certificate of Authentication.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for below duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture:



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



	 	 	 	 	 	 	 
	 	 	                                 ,	 	 
	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 
	Dated:

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Authorized Signatory	 	 






ARTICLE IV

SATISFACTION AND DISCHARGE




     Section 4.01 Satisfaction and Discharge of Indenture.



     This Indenture shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any surviving rights of
registration of transfer or exchange of Securities of such series herein expressly provided for and
any right to receive Additional Amounts as provided in Section 10.04) and the Trustee, upon receipt
of a Company Order and at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series when



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     (a) either




     (i) all the Securities of such series theretofore authenticated and delivered
(other than mutilated, destroyed, lost or stolen Securities that have been replaced
or paid as provided in Section 3.07 and Securities that have been subject to
defeasance under Article XII) have been delivered to the Trustee for cancellation;
or




     (ii) all Securities of such series not theretofore delivered to the Trustee for
cancellation




	 	(A)	 	have become due and payable,
	 
	 	(B)	 	will become due and payable at
Stated Maturity within one year, or
	 
	 	(C)	 	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 or any Guarantor, as the case may be, in the case of (A), (B) or (C)
above, has irrevocably deposited or caused to be deposited with the Trustee funds in
trust for the purpose in an amount sufficient to pay and discharge the entire
indebtedness on Securities of such series not theretofore delivered to the Trustee
for cancellation, for principal of and interest on, and any Additional Amounts with
respect to, such Securities to the date of such deposit (in the case of Securities
of such series that have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be, together with irrevocable instructions
directing the Trustee to apply the funds to the payment of the Securities of such
series at the Stated Maturity or Redemption Date, as the case may be;




     (b) the Company or any Guarantor, as the case may be, has paid or caused to be paid all
sums payable hereunder by the Company; and




     (c) the Company or any Guarantor, as the case may be, has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been
complied with.



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 6.07and, if money shall have been deposited with the Trustee
pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under
Section 4.02 and the last paragraph of Section 10.03 shall survive.



          In the event that there are Securities of two or more series outstanding hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction and discharge

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of this Indenture only if requested to do so with respect to Securities of a particular series
as to which it is Trustee and if the other conditions thereto are met.




     Section 4.02 Application of Trust Money.



     Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the
Trustee pursuant to Section 4.01 or Article XII shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of and interest and
Additional Amounts for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.



ARTICLE V

REMEDIES




     Section 5.01 Events of Default.



     Subject to any modifications, additions or deletions relating to any series of Securities as
contemplated pursuant to Section 3.01, “Event of Default” with respect to Securities of any series,
wherever used herein, 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):




     (a) default in the payment of any interest on or any Additional Amounts payable in
respect of any Security of that series when it becomes due and payable, and continuance of
such default for a period of 30 days;




     (b) default in the payment of the principal of any Security of that series when due;




     (c) default in the observance or performance, or breach, of any covenant or agreement
of the Company or any Guarantor contained in this Indenture with respect to any Security of
that series (other than (i) a covenant or agreement included in this Indenture solely for
the benefit of a series of Securities other than such series or (ii) a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 60 days after written
notice has been given (x) to the Company by the Trustee or (y) to the Company and the
Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series specifying such default or breach, requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;




     (d) the entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of the Company or any Guarantor, as the case may be, in an involuntary
case or proceeding under any applicable United States federal or state or



27









 







English bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or
order adjudging the Company or any Guarantor, as the case may be, a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or such Guarantor, as the case may be, under any
applicable United States federal or state law or English law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Guarantor, as the case may be, or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; provided that, with respect to any Guarantor, such events
referred to in clauses (i) or (ii) have had or could reasonably be expected to have a
material adverse effect on the condition (financial or otherwise), earnings, business or
prospects of the Company and its Subsidiaries taken as a whole;




     (e) the commencement by the Company or any Guarantor, as the case may be, of a
voluntary case or proceeding under any applicable United States federal or state or English
bankruptcy, insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company or any Guarantor, as the case may be,
in an involuntary case or proceeding under any applicable United States federal or state or
English bankruptcy, insolvency, reorganization or other similar law or to the commencement
of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any applicable United
States federal or state law or English law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any Guarantor,
as the case may be, or of any substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by the
Company or any Guarantor, as the case may be, in furtherance of any such action; provided,
that, with respect to any Guarantor, such events have had or could reasonably be expected to
have a material adverse effect on the condition (financial or otherwise), earnings, business
or prospects of the Company and its Subsidiaries taken as a whole.




     (f) any other event or occurrence that is designated to be an Event of Default provided
with respect to Securities of that series in the Supplemental Indenture or Board Resolution
that establishes the terms of the Securities of that series.



     Section 5.02 Acceleration of Maturity; Rescission and Annulment.



     If an Event of Default (other than as specified in Section 5.01(d) or (e)) with respect to
Securities of any series at the time Outstanding occurs and is continuing, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of each
such affected series may, and the Trustee at the request of such Holders shall, declare the
principal of and accrued and unpaid interest on, all of the Outstanding Securities of that series
immediately due and payable by a notice in writing to the Company (and to the Trustee if given



28









 







by the Holders) and, upon any such declaration, all such amounts will become due and payable
immediately. If an Event of Default specified in Section 5.01(d) or (e) above occurs and is
continuing, then the principal amount of all of the Securities Outstanding of that series shall
automatically become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder of Securities of that series.



     At any time after a declaration of acceleration and before a judgment or decree for payment of
the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the Outstanding Securities of any series, by written notice to the Company and the
Trustee, may rescind such declaration and its consequences with respect to Securities of such
series if:




     (a) the Company or any Guarantor has paid or deposited with the Trustee a sum
sufficient to pay,




     (i) all overdue interest on and Additional Amounts payable with respect to all
Outstanding Securities of that series,




     (ii) all principal of any Outstanding Securities of that series that has become
due other than by such declaration of acceleration and interest thereon at the rate
borne by the Securities of that series and any Additional Amounts payable with
respect thereto,




     (iii) to the extent that payment of such interest is lawful, interest on
overdue interest, any Additional Amounts and overdue principal at the rate borne by
the Securities of that series, and




     (iv) 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




     (b) all Events of Default with respect to Securities of that series, other than the
non-payment of amounts of principal of or interest on and any Additional Amounts with
respect to the Securities of that series that have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.


No such rescission shall affect any subsequent Default or impair any right consequent thereon.




     Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.



     The Company and each Guarantor, if any, covenants that if:




     (a) default is made in the payment of any interest on or Additional Amounts with
respect to any Security of any series when such interest or Additional Amounts shall have
become due and payable and such default continues for a period of 30 days, or




     (b) default is made in the payment of the principal of any Security of any series at
the Maturity thereof,



29









 




the Company and each Guarantor will, upon demand of the Trustee, pay to the Trustee for the benefit
of the Holders of such Securities of such series, the whole amount then due and payable on such
Securities for principal, interest and Additional Amounts, and interest on any overdue principal
and, to the extent that payment of such interest shall be legally enforceable, upon any overdue
installment of interest and Additional Amounts, at the rate borne by such Securities, and, in
addition thereto, such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.




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



     If an Event of Default with respect to the Securities of any series occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of the Securities of such series by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.



     Nothing in this Section shall be considered to require the Trustee to institute any judicial
proceeding.



     Section 5.04 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 of any series (including any Guarantor) or the
property of the Company or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities of such series 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 overdue principal, interest or Additional Amounts)
shall be entitled and empowered, by intervention in such proceeding or otherwise,




     (a) to file and prove a claim for the whole amount of principal, interest and
Additional Amounts owing and unpaid in respect of the Securities of such series 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 and counsel) and of the Holders of Securities of
such series allowed in such judicial proceeding, and




30









 






     (b) to collect and receive any moneys or other securities or property payable or
deliverable upon the conversion or exchange of such securities or upon any such claims and
to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any
such judicial proceeding is hereby authorized by each Holder of Securities of such series to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to such Holders, to pay the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 6.07.




     Nothing in this Section shall be considered to require the Trustee to take any of the actions
described in this Section 5.04.



     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 Securities of any series any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of such series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any such Holder in
any such proceeding.



     Section 5.05 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 and as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.



     Section 5.06 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, interest and any Additional Amounts, upon presentation of the Securities of
any series and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:




     FIRST: To the payment of all amounts due the Trustee under Section 6.07;




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




     THIRD: The balance, if any, to the Company and/or the Guarantors, as the case may be.



31









 





     Section 5.07 Limitation on Suits.



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




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




     (b) the Holders of not less than 25% in principal amount of the Outstanding Securities
of such series shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default in its own name as Trustee hereunder;




     (c) such Holder or Holders have offered to the Trustee reasonable indemnity
satisfactory to the Trustee against the costs, expenses and liabilities (including fees and
expenses of its agents and counsel) to be incurred in compliance with such request;




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




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


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




     Section 5.08 Unconditional Right of Holders to Receive Principal, Interest and Additional
Amounts.



     Notwithstanding any other provision in this Indenture, the Holder of any Security shall have
the right, which is absolute and unconditional, to receive payment, as provided herein (including,
if applicable, Article XII) and in such Security of the principal of, and (subject to Section 3.08)
interest on, and any Additional Amounts with respect to such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and
to institute suit for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.



     Section 5.09 Restoration of Rights and Remedies.



     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture with respect to any Security of any series 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, subject to any determination in such proceeding, the



32









 







Company, any Guarantor of Securities of that series, the Trustee and the Holders of the
Securities of that series shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.



     Section 5.10 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 3.07, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of
any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



     Section 5.11 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 or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



     Section 5.12 Control by Holders.



     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series shall have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee with respect to Securities of such series, or exercising
any trust or power conferred on the Trustee, provided that:




     (a) such direction shall not be in conflict with any rule of law or with this
Indenture,




     (b) the Trustee shall have been given reasonable indemnity satisfactory to it, and




     (c) the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.



     Section 5.13 Waiver of Past Defaults.



     The Holders of not less than a majority in principal amount of the Outstanding Securities of
any series may, on behalf of the Holders of all of the Securities of such series, waive any past
defaults hereunder, except a default:



33









 






     (a) in the payment of the principal of, interest on or any Additional Amounts with
respect to any Security of such series, or




     (b) in respect of a covenant or provision hereof which under Article IX cannot be
modified or amended without the consent of the Holder of each Security Outstanding of such
series affected.



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



     Section 5.14 Waiver of Stay or Extension Laws.



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



     Section 5.15 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, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorney’s fees, 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 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 the Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of, interest on or Additional Amounts with respect to
any Security on or after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).



ARTICLE VI



THE TRUSTEE




     Section 6.01 Certain Duties and Responsibilities.



     The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act. 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



34









 







of its duties hereunder, or in the exercise of any of its rights or powers hereunder. 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.



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



     The Trustee shall not be liable for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts.



     Section 6.02 Notice of Defaults.



     If a Default or an Event of Default occurs and is continuing with respect to the Securities of
any series and is known to the Trustee, the Trustee shall mail to each Holder of the Securities of
such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act,
notice of such Default or Event of Default within 30 days after the occurrence thereof; provided,
however, that, except in the case of a Default or an Event of Default in the payment of principal
of, interest on or Additional Amounts with respect to the Securities of any series, the Trustee may
withhold the notice to the Holders of the Securities of such series if and so long as the board of
directors, the executive committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that withholding such notice is in the interests of the Holders of
the Securities of that series.



     Section 6.03 Certain Rights of Trustee.



     Subject to Section 6.01:




     (a) the Trustee may conclusively rely and shall be protected in acting or refraining
from acting, pursuant to the terms of this Indenture or otherwise, upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper Person or
Persons;




     (b) any request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order with sufficient detail as



35









 







may be requested by the Trustee and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;




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




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




     (e) the Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders pursuant to
this Indenture, unless such Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities (including fees and expenses of its
agents and counsel) which might be incurred by it in compliance with such request or
direction;




     (f) the Trustee shall not be bound to make any investigation into, and may conclusively
rely upon, the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises of the
Company, personally or by agent or attorney; and




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



     Notwithstanding anything else herein contained, whenever any provision of this Indenture
indicates that any confirmation of a condition or event is qualified “to the knowledge of” or
“known to” the Trustee or other words of similar meaning, said words shall mean and refer to the
actual current awareness of one or more Responsible Officers.



     Section 6.04 Trustee Not Responsible for Recitals or Issuance of Securities.



     The recitals contained herein and in the Securities of each series, except for the Trustee’s
certificates of authentication, shall be taken as the statements of the Company and the Guarantors,
and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture, the Securities of any series
or any Guarantee, except that the Trustee represents that it is duly authorized to execute and



36









 







deliver this Indenture, authenticate the Securities of each series and perform its obligations
hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to
the Company are true and accurate, subject to the qualifications set forth therein. The Trustee
shall not be accountable for the use or application by the Company of Securities of any series or
the proceeds thereof.



     Section 6.05 May Hold Securities.



     The Trustee, any Paying Agent, any Registrar or any other agent of the Company or of the
Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities of
any series 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 Trustee, Paying Agent, Registrar
or such other agent.



     Section 6.06 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 or Section 311 of the Trust Indenture Act. 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 or any Guarantor, as the case may be.



     Section 6.07 Compensation and Reimbursement.



     The Company agrees:




     (a) to pay to the Trustee (in its capacity as Trustee, Paying Agent and Registrar) from
time to time reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);




     (b) 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 (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence or bad faith or
willful default by the Trustee under the Indenture; and




     (c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the costs and
expenses of enforcing this Indenture against the Company or the Guarantors (including this
Section 6.07 and of defending itself against any claim (whether asserted by any Holder or
the Company) or liability in connection with the exercise or performance of any of its
powers or duties hereunder except to the extent that any such loss, liability or expense was
due to the negligence or willful misconduct of the Trustee or willful default by the Trustee
under the Indenture.



37









 





     The obligations of the Company under this Section to compensate the Trustee, to pay or
reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless
the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture and any termination under any bankruptcy law.



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 5.01(d) or (e), the expenses (including the reasonable charges and expenses of
its counsel) of and the compensation for such services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency or other similar law of the United
Kingdom or the United States.



     The provisions of this Section shall survive the termination of this Indenture.



     Section 6.08 Corporate Trustee Required; Eligibility.



     There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee
under Section 310(a)(1) of the Trust Indenture Act and shall have a combined capital and surplus of
at least US$50,000,000. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the United States federal, state, territorial or District
of Columbia supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.



     Section 6.09 Resignation and Removal; Appointment of Successor.



          (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of Section 6.10.




          (b) 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 6.10 shall not have been
delivered to the Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee.




          (c) The Trustee may be removed as the Trustee under any series of Securities at any time by
Act of the Holders of not less than a majority in principal amount of the Outstanding Securities of
such series, delivered to the Trustee and to the Company.




          (d) If at any time:





     (1) the Trustee for the Securities of any series shall fail to comply with the
provisions of Section 310(b) of the Trust Indenture Act after written request therefor by
the Company or by any Holder of the Securities of such series who has been a bona fide
Holder of a Security of such series for at least six months, except when the Trustee’s duty



38









 







to resign is stayed in accordance with the provisions of Section 310(b) of the Trust
Indenture Act, or




     (2) the Trustee for the Securities of any series shall cease to be eligible under
Section 6.08 and shall fail to resign after written request therefor by the Company or by
any Holder of the Securities of such series who has been a bona fide Holder of a Security of
such series for at least six months, or




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


then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee for the
Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of Securities of such series who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
Notwithstanding the foregoing, the Trustee shall at all times comply with the provisions of Section
310(b) of the Trust Indenture Act.




          (e) 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 series of Securities for any cause, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series and that at any time
there shall be only one Trustee with respect to the Securities of any particular series). If,
within one year after such resignation, removal or incapability, or the occurrence of such vacancy,
a successor Trustee for the Securities of such series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Securities of any series shall have been so appointed by the Company or such Holders and
accepted appointment in the manner hereinafter provided subject to Section 315(e) of the Trust
Indenture Act, any Holder of the Securities of such series who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
for the Securities of such series.




          (f) The Company shall give notice of each resignation and each removal of the Trustee with
respect to the Securities of any series and each appointment of a successor Trustee with respect to
the Securities of any series in the manner provided for notices to the Holders of Securities in
Section 1.06. Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.




39









 








     Section 6.10 Acceptance of Appointment by Successor.



     (a) In case of the appointment hereunder of a successor Trustee with respect to any series of
Securities, each such successor Trustee shall execute, acknowledge and deliver to the Company and
to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim, if any, provided for in Section 6.07.



     (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities
of one or more (but not all) series, the Company, the retiring Trustee and each such successor
Trustee with respect to such series of Securities shall execute and deliver a Supplemental
Indenture, pursuant to Article IX hereof, wherein each such successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each such successor Trustee all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
Supplemental Indenture shall constitute such Trustees co-trustees of the same trust and that each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Trustee; and upon the execution and delivery of
such Supplemental Indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which the appointment of
such successor Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.



     (c) Upon request of any such 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 referred to in paragraph (a) or (b) of this Section, as the case may
be.



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



40









 





     Section 6.11 Merger, Conversion, Consolidation or Succession to Business.



     Any corporation into which the Trustee under any series of Securities may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee under any series of Securities shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust business of the
Trustee under any series of Securities, shall be the successor of such Trustee hereunder, provided
such corporation shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Securities of any series shall have been authenticated, but not delivered, by the Trustee
under such series of Securities then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and deliver the
Securities under that series so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities. In case at that time any of the Securities of any series
shall not have been authenticated, any successor Trustee under such series may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the successor Trustee.
In all such cases such certificates shall have the full force and effect which this Indenture
provides that the certificate of authentication of the Trustee shall have; provided, however, that
the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate
Securities of any series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.



     Section 6.12 Withholding Taxes.



     Notwithstanding any other provision of this Agreement, the Trustee of any series, as agent for
the Company and any Guarantor, shall exclude and withhold from each payment of principal and
interest and other amounts due hereunder or under the Securities of such series or the Guarantee in
respect thereof any and all withholding taxes applicable thereto as required by law. The Trustee
of each series agrees to act as such withholding agent and, in connection therewith, whenever any
present or future taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Securities of such series or the Guarantees in respect thereof, to
withhold such amounts and timely pay the same to the appropriate authority in the name of and on
behalf of the Holders of the Securities of such series, that it will furnish to the Holders of the
Securities of such series such forms or certificates as are necessary or appropriate to provide the
information described in Section 10.04(c)(1) or make the declaration or claim described in Section
10.04(c)(2), that it will file any necessary withholding tax returns or statements when due, and
that, as promptly as possible after the payment thereof, it will deliver to each Holder of a
Security of such series appropriate documentation showing the payment thereof, together with such
additional documentary evidence as such Holders may reasonably request from time to time.



     In the event that the Trustee is also acting as Paying Agent, transfer agent, or Registrar
hereunder, the rights and protections afforded to the Trustee pursuant to this Article VI shall
also be afforded to such Paying Agent, transfer agent, or Registrar. The Company will notify the
Trustee of any series of any change that becomes effective after the date hereof in the laws of the
United Kingdom or any political subdivision or Taxing authority thereof or therein or any change in
the interpretation or administration thereof the effect of which is to require the deduction or



41









 







withholding of any amount of taxes pursuant to the Securities of such series or the Guarantees
in respect thereof.



ARTICLE VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE




     Section 7.01 Disclosure of Names and Addresses of Holders.



     Every Holder of Securities of a series, by receiving and holding the same, agrees with the
Company and the Trustee that none of the Company or the Trustee or any agent of either of them
shall be held accountable by reason of the disclosure of any such information as to the names and
addresses of the Holders of such series 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. The Trustee shall comply with any request made pursuant to and in
accordance with Section 312(b) of the Trust Indenture Act.



     Section 7.02 Reports by Trustee.



     Within 60 days after March 15 of each year commencing with the first March 15 after the first
issuance of Securities under this Indenture, the Trustee shall transmit to the Holders, in the
manner and to the extent provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of such March 15 as required by Sections 313(a) and 313(b) of the Trust Indenture Act.
The Trustee shall file a copy of each report delivered pursuant to this section as required by the
Trust Indenture Act.



ARTICLE VIII



CONSOLIDATION, MERGER, CONVEYANCE,



TRANSFER OR LEASE




     Section 8.01 Company and Guarantors May Consolidate, etc., Only on Certain Terms.



     Neither the Company nor any Guarantor shall, in a single transaction or a series of related
transactions, (i) consolidate with or merge into any other Person or permit any other Person to
consolidate with or merge into the Company or any such Guarantor or (ii) directly or indirectly,
transfer, sell, lease or otherwise dispose of all or substantially all of its assets to any other
Person, unless:




     (a) either (1) the Company shall be the surviving or continuing entity or (2) in a
consolidation or merger in which the Company does not survive or if the Company transfers,
sells, leases or otherwise disposes of all or substantially all of its assets to any other
Person, the successor Person to the Company shall expressly assume, by a Supplemental
Indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of
the Company’s obligations under this Indenture and the Securities;



42









 






     (b) either (1) each such Guarantor shall be the surviving or continuing entity or (2)
in a consolidation or merger in which any Guarantor does not survive or if any Guarantor
transfers, sells, leases, or otherwise disposes of all or substantially all of its assets to
another Person (other than the Company or another Guarantor), the successor Person to such
Guarantor shall expressly assume, by Supplemental Indenture, all of such Guarantor’s
obligations under this Indenture and the Guarantee issued by such Guarantor;




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




     (d) in the event that the successor Person is incorporated in a jurisdiction other than
the United States or the United Kingdom, (A) the Company delivers to the Trustee an Opinion
of Counsel stating that the obligations of the successor Person under this Indenture, the
Securities and the Guarantees, as applicable, are enforceable against such successor Person
to the same extent as the obligations of the Company or such Guarantor under this Indenture,
the Securities and the Guarantees, as applicable, immediately prior to such transaction; (B)
the successor Person agrees in writing to submit to jurisdiction and appoints an agent for
the service of process, each under terms substantially similar to the terms contained in the
Indenture with respect to the Company or such Guarantor, as applicable; (C) the successor
Person agrees in writing to pay Additional Amounts as provided under this Indenture under
Section 10.04 with respect to the Company or such Guarantor, as applicable, except that such
Additional Amounts shall relate to any withholding tax whatsoever regardless of any change
of law (subject to exceptions substantially similar to those contained in Section 10.04);
and (D) the Board of Directors of the Company determines in good faith that such transaction
will have no material adverse effect on any Holder and a Board Resolution to that effect is
delivered to the Trustee.



     Section 8.02 Successor Person Substituted for Company.



     Upon any consolidation by the Company or any Guarantor with or merger by the Company or a
Guarantor into any other Person or any transfer, sale, lease or other disposition of the properties
and assets of the Company or any Guarantor substantially as an entirety to any Person in accordance
with Section 8.01, the successor Person formed by such consolidation or merger or to which such
transfer, sale, lease or other disposition is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company or such Guarantor under the Indenture, the
Securities and any Guarantee, as the case may be, with the same effect as if such successor Person
had been named as the Company or a Guarantor herein or therein; and thereafter, except in the case
of a lease to another Person, the predecessor Person shall be released from all obligations and
covenants under this Indenture and the Securities.



43









 





ARTICLE IX



SUPPLEMENTS AND
AMENDMENTS TO INDENTURE

AND SECURITIES GUARANTEES




     Section 9.01 Without Consent of Holders.



     Without the consent of any Holders, the Company and any affected Guarantor, each when
authorized by a Board Resolution, 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 or any Guarantor and
the assumption by any such successor of the covenants of the Company or any Guarantor
contained herein and in the Securities, or any series thereof, or to add any Guarantors of
the Securities; or




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




     (c) to add any additional Events of Default for the benefit of the Holders of all or
any series of Securities (and if such Events of Default are to be for the benefit of less
than all series of Securities, stating that such Events of Default are expressly being
included solely for the benefit of such series); provided, however, that in respect of any
such additional Events of Default 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 default or
may limit the remedies available to the Trustee upon such default or may limit the right of
the Holders of a majority in aggregate principal amount of that or those series of
Securities to which such additional Events of Default apply to waive such default; or




     (d) to add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities; provided that any such addition, change or elimination
(A) shall neither (i) apply to any Security of any series created prior to the execution of
such Supplemental Indenture and entitled to the benefit of such provision nor (ii) modify
the rights of the Holder of any such Security with respect to such provision or (B) shall
become effective only when there is no such Security Outstanding;




     (e) to establish the form or terms of Securities of any series as permitted by Section
2.01 and 3.01, including the provisions and procedures relating to Securities convertible
into or exchangeable for other securities or property of the Company;




     (f) to comply with the rules or regulations of any securities exchange or automated
quotation system on which any of the Securities may be listed or traded;



44









 






     (g) to add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in uncertificated form;




     (h) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee pursuant to the terms herein with respect to the Securities of one or more series
and to add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one
Trustee; or




     (i) to secure the Securities or any Guarantee; or




     (j) to cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture which shall not be
inconsistent with the provisions of this Indenture or to make any other changes, provided
that in each case, such provisions shall not adversely affect the interests of the Holders
of Securities of any series in any material respect; or




     (k) to supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of any series of Securities
pursuant to Sections 4.01, 12.02 and 12.03; provided in each case that any such action shall
not adversely affect the interests of the Holders of Securities of such series or any other
series of Securities in any material respect; or




     (l) to comply with any requirement of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act.



     Section 9.02 With Consent of Holders.



     With the consent of the Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of each series affected thereby, by Act of said Holders delivered to the
Company, any affected Guarantor and the Trustee, the Company and the Guarantors, each when
authorized by a Board Resolution, and the Trustee for Securities of each such series may enter into
one or more Supplemental Indentures for the purpose of modifying in any manner this Indenture or
any Guarantee; provided, however, that no such Supplemental Indenture may, without the consent of
the Holder of each Outstanding Security affected thereby:




     (a) change the Stated Maturity of the principal of, or any installment of interest on
or any Additional Amounts with respect to, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof
or any Additional Amounts with respect to, or change the obligation of the Company to pay
Additional Amounts pursuant to Section 10.04 or change the place of payment where, or the
coin or currency in which any Security or the interest thereon or any Additional Amounts
with respect to is payable, or impair the right to institute suit for the enforcement of any
such payment after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date); or



45









 






     (b) reduce the percentage in aggregate principal amount of the Outstanding Securities
of such series required to consent to any amendment of, or waiver of compliance with, any
provision of or defaults under this Indenture; or




     (c) waive a Default or Event of Default in the payment of principal of, interest on or
any Additional Amounts with respect to the Securities (except a rescission of acceleration
of Securities by the Holders of at least a majority in aggregate principal amount of the
then Outstanding Securities (including Additional Securities issued under this Indenture, if
any)); or




     (d) release any Guarantor from any of its obligations under its Guarantee or this
Indenture, except in accordance with the terms of any Supplemental Indenture; or




     (e) make any change that would adversely affect the rights of Holders to receive
Additional Amounts; or




     (f) make any change in the Company’s obligations to maintain an office or agency in the
places and for the purposes set forth in Section 10.02; or




     (g) amend, change or modify any of the provisions in this Section 9.02.



     A Supplemental Indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of that series with
respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.



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



     Section 9.03 Execution of Supplemental Indentures.



     In executing, or accepting the additional trusts created by, any Supplemental Indenture 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 Opinion of Counsel stating that the
execution of such Supplemental Indenture is authorized or permitted by this Indenture and that such
Supplemental Indenture constitutes the legal, valid and binding obligation of the Company and the
Guarantors subject to the customary exceptions. 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 9.04 Effect of Supplemental Indentures.



     Upon the execution of any Supplemental Indenture under this Article with respect to any
series, this Indenture shall be modified in accordance therewith for purposes of such series, and
such Supplemental Indenture shall form a part of this Indenture for all purposes of such series;



46









 







and every Holder of Securities of such series theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.



     Section 9.05 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 9.06 Reference in Securities to Supplemental Indentures.



     Securities of any series authenticated and delivered after the execution of any Supplemental
Indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in
form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the
Company shall so determine, new Securities of any series 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
of such series.



     Section 9.07 Notice of Supplemental Indentures.



     Promptly after the execution by the Company, any affected Guarantor and the Trustee of any
Supplemental Indenture pursuant to the provisions of Section 9.02, the Company shall give notice
thereof to the Holders of each Outstanding Security affected, in the manner provided for in Section
1.06, setting forth in general terms the substance of such Supplemental Indenture. Any failure by
the Company to mail such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such amendment or waiver.



     Section 9.08 Revocation and Effect of Consents, Waivers and Actions.



     Until an amendment, waiver or other action by Holders becomes effective, a consent to it or
any other action by a Holder of a Security of any series hereunder is a continuing consent by such
Holder and every subsequent Holder of that Security, even if notation of the consent, waiver or
action is not made on such Security. However, any such Holder or subsequent Holder may revoke the
consent, waiver or action as to such Holder’s Security if the Trustee receives the notice of
revocation before the consent of the requisite aggregate principal amount of the Securities of such
series affected then outstanding has been obtained and not revoked. After an amendment, waiver or
action becomes effective, it shall bind every Security Holder of the affected series, except as
provided in Section 9.02.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment or waiver. If a record date is fixed,
then, notwithstanding the first two sentences of the immediately preceding paragraph, those person
who were Holders at such record date (or their duly designated proxies), and only those persons,
shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent
previously given, whether or not such persons continue to be Holders after such record date. No
such consent shall be valid or effective for more than 90 days after such record date.



47









 





ARTICLE X



COVENANTS




     Section 10.01 Payment of Principal and Interest.



     The Company covenants and agrees for the benefit of the Holders that it will duly and
punctually pay the principal of, interest on and any Additional Amounts with respect to the
Securities of any series in accordance with the terms of such Securities and this Indenture.



     The Company shall pay interest on overdue principal at the rate specified therefor in the
Securities of any series, and it shall pay interest on overdue installments of interest and any
Additional Amounts at the same rate to the extent lawful.



     Section 10.02 Maintenance of Office or Agency.



     The Company shall maintain in each Place of Payment for any series of Security an office or
agency where Securities of that series may be presented or surrendered for payment or conversion,
where Securities of such series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of such series or any
Guarantor in respect of the Guarantees of such series and this Indenture may be served. If the
Securities of any series are listed on the Luxembourg Stock Exchange, The International Stock
Exchange or any other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of that series in
Luxembourg, London, England or any other required city located outside the United States, as the
case may be, so long as the Securities of that series are listed on such exchange. The Company
will give prompt written notice to the Trustee of any change in the location of any 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 and
each Guarantor for such series 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 outside
of the United Kingdom where the Securities of one or more series may be presented or surrendered
for any or all such purposes and may from time to time rescind any such designation; 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 accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and any change in the location of any such other
office or agency.



     Section 10.03 Money for Security Payments to Be Held in Trust.



     If the Company shall at any time act as its own Paying Agent under Securities of any series,
it will, on or before each due date of the principal of, interest on or any Additional Amounts with
respect to such Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, interest or Additional Amounts so becoming



48









 







due until such sums shall be paid to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.



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



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




     (a) hold all sums held by it for the payment of the principal of, interest or
Additional Amounts on Securities of such series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as
herein provided;




     (b) 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, interest or Additional Amounts;
and




     (c) 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 trusts 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 in the Securities of any series, 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, interest on or Additional Amounts with respect to any Security of any series and remaining
unclaimed for two years after such principal, interest or Additional Amount has 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 cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the Borough of



49









 







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



     Section 10.04 Additional Amounts.



     All payments of, or in respect of, principal of and interest on the Securities of any series
shall be made without withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of any kind whatsoever imposed or levied by or on
behalf of the United Kingdom or any political subdivision or any Taxing authority thereof or
therein (“U.K. Withholding Taxes”), unless such U.K. Withholding Taxes are required by the United
Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a
Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities
of such series on a “recognized stock exchange” (within the meaning of Section 1005 of the Income Tax Act 2007) (a “Listing Failure”), the effect of which, in each
case, is to require the withholding or deduction by the Company or any Guarantor pursuant to such
Securities or the Guarantees thereof, respectively, of any amount for U.K. Withholding Taxes that
would not have been required to be withheld or deducted absent such event, the Company or such
Guarantors, as the case may be, will pay such additional amounts (“Additional Amounts”) on such
Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including
any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional
Amounts) in the payment to each Holder of a Security of such series the amounts that would have
been payable in respect of such Security had no such withholding or deduction been required, except
that no Additional Amounts shall be so payable for or on account of:




     (a) any tax, duty, assessment or other governmental charge that would not have been
imposed but for (1) the existence of any present or former connection between a Holder or
the beneficial owner of a Security of such series (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such
Holder is an estate, trust, partnership or corporation) and the United Kingdom or any
political subdivision or Taxing authority thereof or therein (other than mere ownership of,
or receipt of payment under, such Security) including, without limitation, such Holder or
beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor)
being or having been a resident, domiciliary or national of, or being or having been present
or engaged in a trade or business therein or having or having had a permanent establishment
in, the United Kingdom or any political subdivision or any Taxing authority thereof or
therein, (2) the presentation of a Security of such series or a Guarantee thereof for
payment in the United Kingdom or any political subdivision or any Taxing authority thereof
or therein, unless such Security or Guarantee could not have been presented elsewhere, or
(3) the presentation of a Security of such series or a Guarantee thereof for payment on a
date more than 30 days after the date on which such payment in respect of such Security
became due and payable or provided for, whichever occurs later, except to the extent that
the Holder of such Security or such Guarantee would have been entitled to such Additional
Amounts if it had presented such Security or such Guarantee for payment within such 30-day
period;



50









 






     (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
duty, assessment or governmental charge;




     (c) any tax, duty, assessment or other governmental charge that is imposed or withheld
by reason of the failure by the Holder or the beneficial owner of a Security of such series
to comply, or the delay in complying, with a request in writing of the Company or a
Guarantor thereof (which request shall be furnished to the Trustee) (1) to provide
information concerning the nationality, residence, place of establishment or identity of the
Holder or such beneficial owner or (2) to make any declaration or other similar claim or
satisfy any information or reporting requirement which, in the case of (1) or (2), is
required or imposed by a statute, treaty, regulation or administrative practice of the
taxing jurisdiction as a precondition to exemption from or reduction of all or part of such
tax, duty, assessment or other governmental charge;




     (d) any tax, duty, assessment or other governmental charge resulting from a Listing
Failure with respect to any Security of such series issued in the
form of a definitive registered Security of such series pursuant to the terms of this Indenture; or




     (e) any combination of items (a), (b), (c) and (d) above;




nor shall Additional Amounts be paid with respect to any payment of the principal of, or any
interest on, any Security of such series or Guarantee thereof to any Holder who is a
fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee,
to the extent such payment would be required by the laws of the United Kingdom (or any
political subdivision or relevant Taxing authority thereof or therein) to be included in the
income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member
of such partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had it been the Holder of such Security.



     At least 30 days prior to each date on which any payment under or with respect to the
Securities of any series is due and payable, if the Company or a Guarantor of such series will be
obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor of
such series will deliver to the Trustee an Officer’s Certificate stating the fact that such
Additional Amounts will be payable and the amounts so payable and will set forth such other
information necessary to enable the Trustee to pay such Additional Amounts to Holders of Securities
of such series on the payment date. Whenever in this Indenture there is mentioned, in any context,
the payment of principal, Redemption Price, interest or any other amount payable under or with
respect to any Security or the net proceeds received on the sale or exchange of any Security, such
mention shall be deemed to include mention of the payment of Additional Amounts provided for in
this Indenture to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to this Indenture.



     Section 10.05 Corporate Existence.



     Subject to Article VIII, the Company and each Guarantor shall do or cause to be done all
things necessary to preserve and keep in full force and effect their respective corporate existence
and their respective rights (charter and statutory) and franchises, provided, however, that the



51









 







foregoing shall not obligate the Company or any Guarantor to preserve any such right or
franchise if (i) the Company or any Guarantor shall determine that the preservation thereof is no
longer desirable in the conduct of its business and would not have a material adverse effect on the
condition, financial or otherwise, earnings, business affairs or business prospects of the Company
and its Subsidiaries considered as one enterprise and would not materially, adversely affect the
ability of the Company or any Guarantor to perform its obligations under this Indenture and (ii)
failure to preserve the corporate existence of any Guarantor or any such right or franchise would
not result in a downgrading of any credit rating then applicable to the Securities of any series.



     Section 10.06 Statement by Officers As to Default.



          (a) The Company will deliver to the Trustee, within 120 days after the end of each fiscal year
of the Company, a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer stating that a review of the activities of the Company
during such year and of its performance under this Indenture has been made under the supervision of
the signers thereof and to the best of his or her knowledge, based on such review, no Default or
Event of Default has occurred under the Securities of any series.




          (b) When any Default under Securities of any series has occurred and is continuing under this
Indenture, the Company shall deliver to the Trustee of such series an Officers’ Certificate
specifying such event, notice or other action within five days of the Company Secretary or Chief
General Manager Finance and Administration becoming aware of the occurrence thereof.




     Section 10.07 Provision of Reports and Financial Statements.



     (a) [Intentionally Omitted]




     (b) The Company shall (i) file with the Trustee, within 15 days after the Company is required
to file the same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act and (ii) 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.



     (c) If the Company is no longer required (or is not required, as the case may be) to file
reports pursuant to Section 13 or 15(d) of the Exchange Act, then it shall file with the Trustee
and 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 required by the rules and regulations of the
Commission.



     (d) The Company shall transmit by mail to all Holders of Securities of any series, in the
manner and to the extent provided in TIA Section 313(c), as soon as reasonably practicable



52









 







and in any event within 30 days after the filing thereof with the Trustee, such information,
documents and reports required to be filed by the Company pursuant to paragraphs (b) and (c) of
this Section.



     Section 10.08 Waiver of Certain Covenants.



     The Company or any Guarantor may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 10.05 through 10.07, inclusive, and with any other
term, provision or condition with respect to the Securities of any series specified in accordance
with Section 3.01 (except any such term, provision or condition which could not be amended without
the consent of all Holders of Securities of such series pursuant to Section 9.02) if before or
after the time for such compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, waive such compliance in such
instance with such term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.



     Section 10.09 Additional Guarantors.



     The Company shall cause any of its Subsidiaries that guarantees Indebtedness (as defined
below) under any Credit Facility to, as primary obligors and not merely as sureties, fully and
unconditionally guarantee pursuant to a Guarantee, on a senior unsecured basis, the due and
punctual payment of all amounts payable under the Securities of any series, when and if the same
shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, upon
redemption or otherwise by execution of a Supplemental Indenture delivered to the Trustee that adds
such Subsidiary as a subsequent Guarantor. For purposes of this Section, “Indebtedness” means
indebtedness for borrowed money or for the unpaid purchase price of real or personal property of
the Company in accordance with generally accepted accounting principles in the United Kingdom,
consistently applied, that are then in effect.



ARTICLE XI



REDEMPTION OF SECURITIES




     Section 11.01 Right of Redemption.



     If, as the result of (1) any change in or amendment to the laws, regulations or published tax
rulings of the United Kingdom, or of any political subdivision or Taxing authority thereof or
therein, affecting taxation, or any change in or amendment to the official or unofficial
administration, application or interpretation by a court or tribunal, government or governmental
authority of the United Kingdom of such laws, regulations or published tax rulings either generally
or in relation to Securities of any series, which change or amendment is announced or becomes
effective on or after the date of the Supplemental Indenture or Board Resolution establishing the
Securities of such series or which change in official administration, application or interpretation
by a court or tribunal, government or governmental authority of the United Kingdom shall not have
been available to the public prior to such issue date and is notified to the



53









 







Company on or after such issue date (a “Change in Tax Law”), or (2) a Listing Failure provided
that the Company has used reasonable best efforts to list and maintain a listing of the Securities
of any series on a “recognized stock exchange” (within the
meaning of Section 1005 of the Income Tax Act 2007), it is determined by the Company that the Company
would be required to pay any Additional Amounts pursuant to Section 10.04 of this Indenture or the
terms of the Securities of such series in respect of interest on the next succeeding Interest
Payment Date, the Company may, at its option, redeem all (but not less than all) of the Securities
of such series at any time, upon notice as provided in Section 11.05, at a Redemption Price equal
to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Amounts, if
any, thereon to but excluding the Redemption Date; provided that (a) no such notice of redemption
may be given earlier than 60 days prior to the earliest date on which the Company would be
obligated to pay such Additional Amounts were a payment in respect of such Securities then due, and
(b) at the time any such redemption notice is given, such obligation to pay such Additional Amounts
must remain in effect. On and after the Redemption Date, interest will cease to accrue on
Securities called for redemption and accepted for payment unless the Company shall default in the
payment of the Redemption Price and accrued interest.



     Prior to any redemption of the Securities of any series pursuant to this Section 11.01, the
Company or the Guarantors shall provide the Trustee with an Opinion of Counsel that the conditions
precedent to the right of the Company or the Guarantors to redeem such Securities pursuant to this
Section 11.01 have occurred. Such Opinion of Counsel shall be based on the laws and application
and interpretation thereof in effect on the date of such opinion or to become effective on or
before the next succeeding Interest Payment Date.



     Section 11.02 Applicability of Article.



     Securities of any series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01
for such Securities) in accordance with this Article.



     Section 11.03 Election to Redeem; Notice to Trustee.



     The election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 3.01 for such Securities. In case of any
redemption at the election of the Company of Securities of any series, the Company shall, at least
45 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 Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities of such series to be
redeemed pursuant to Section 11.04.



     Section 11.04 Selection by Trustee of Securities to Be Redeemed.



     If less than all the Securities of any series are to be redeemed, the particular Securities of
such series to be redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously called for redemption,
on a pro rata basis or such method as the Trustee shall deem fair and appropriate and



54









 







which may provide for the selection for redemption of portions of the principal of Securities
of such series; provided, however, that no such partial redemption shall reduce the portion of the
principal amount of a Security not redeemed to less than US$1,000.



     In the event of redemption of a Security of any series in part only, a new Security of such
series for the unredeemed portion thereof shall be issued in the name of the Holder thereof upon
the cancellation thereof.



     The Trustee shall promptly notify the Company 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 redemption of Securities of any series shall relate, in the case of any Security of
such series redeemed or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.



     Section 11.05 Notice of Redemption.



     Notice of redemption shall be given in the manner provided for in Section 1.06, not less than
30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified by the
terms of such series established pursuant to Section 3.01, to each Holder of Securities to be
redeemed, but failure to give such notice in the manner herein provided to the Holder of any
Security 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 such
Security or portion thereof.



     All notices of redemption shall state:




     (a) the Redemption Date,




     (b) the Redemption Price and the amount of accrued and unpaid interest to the
Redemption Date payable as provided in Section 11.07, if any,




     (c) if less than all Outstanding Securities of such series are to be redeemed, the
identification (and, in the case of a partial redemption, the principal amounts) of the
particular Securities to be redeemed,




     (d) in case any Security of any series 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 will receive, without charge, a new Security of such series or
Securities of such series of authorized denominations for the principal amount thereof
remaining unredeemed,




     (e) that on the Redemption Date, the Redemption Price (and accrued interest, if any, to
the Redemption Date payable as provided in Section 11.07) will become due and payable upon
each such Security of such series, or the portion thereof, to be redeemed, and that interest
thereon will cease to accrue on and after said date,



55









 






     (f) the place or places where such Securities of such series are to be surrendered for
payment of the Redemption Price and accrued interest, if any, and




     (g) the CUSIP or CINS number, as the case may be.



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



     Section 11.06 Deposit of Redemption Price.



     On or prior to 12:00 noon (New York City time) on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent in immediately available funds, or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03, an
amount of money sufficient to pay the Redemption Price of, and accrued interest on or Additional
Amounts payable with respect to, all the Securities of such series which are to be redeemed on that
date.



     Section 11.07 Securities Payable on Redemption Date.



     Notice of redemption having been given as aforesaid, the Securities of such series so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified (together with accrued interest, if any, to the Redemption Date), 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 of any series
for redemption in accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest or Additional Amounts, if any, to the Redemption
Date; provided, however, that installments of interest and Additional Amounts whose Stated Maturity
is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.08.



     If any Security of any series called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from
the Redemption Date at the rate borne by the Securities of such series.



     Section 11.08 Securities Redeemed in Part.



     Any Security of any series which is to be redeemed only in part shall be surrendered at the
office or agency of the Company maintained for such purpose pursuant to Section 10.02 (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 such Holder’s
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 of such series, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Security of such series so surrendered.



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ARTICLE XII



DEFEASANCE AND COVENANT DEFEASANCE




     Section 12.01 Company Option to Effect Defeasance or Covenant Defeasance.



     If, pursuant to Section 3.01, provision is made for either or both of (a) defeasance of the
Securities of or within a series under Section 12.02 or (b) covenant defeasance of the Securities
of or within a series under Section 12.03 to be applicable to the Securities of any series, then
the provisions of such Section or Sections, as the case may be, together with the other provisions
of this Article (with such modifications thereto as may be specified pursuant to Section 3.01 with
respect to any Securities), shall be applicable to such Securities, and the Company may, at its
option by Board Resolution at any time, with respect to such Securities, elect to have either
Section 12.02 or Section 12.03 be applied to all Outstanding Securities of any series upon
compliance with the conditions set forth below in this Article XII.



     Section 12.02 Defeasance and Discharge.



     Upon the Company’s exercise under Section 12.01 of the option applicable to this Section 12.02
with respect to the Securities of any series, the Company and the Guarantors shall be deemed to
have been discharged from their obligations with respect to all Outstanding Securities of such
series on the date the conditions set forth in Section 12.04 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 the Outstanding Securities of such
series, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 12.05
and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied
all its other obligations under such Securities and this Indenture 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 Outstanding Securities of such series to
receive payments in respect of the principal of and interest on such Securities when such payments
are due, (B) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05,
3.07 and 10.03, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, (D)
this Article XII and (E) the Company’s obligation to pay Additional Amounts under Section 10.04.
Subject to compliance with this Article XII, the Company may exercise its option under this Section
12.02 with respect to Securities of any series notwithstanding the prior exercise of its option
under Section 12.03 with respect to the Securities of such series.



     Section 12.03 Covenant Defeasance.



     Upon the Company’s exercise under Section 12.01 of the option applicable to this Section 12.03
with respect to the Securities of any series, each of the Company and the Guarantors shall be
released from their obligations under any covenant contained in Section 8.01 and in Sections 10.05
through 10.09, inclusive, and, if specified pursuant to Section 3.01, their obligations under any
other covenant, with respect to the Outstanding Securities of such series on and after the date the
conditions set forth below are satisfied (hereinafter, “covenant defeasance”), and the Securities
of such series shall thereafter be deemed not to be



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“Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants, but shall continue
to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of such series, the Company and
any Subsidiary may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 5.01(c) with respect to Securities of
such series but, except as specified above, the remainder of this Indenture and such Securities
shall be unaffected thereby.




     Section 12.04 Conditions to Defeasance or Covenant Defeasance.



     The following shall be the conditions to application of either Section 12.02 or Section 12.03
to the Outstanding Securities of any series:




     (a) The Company shall irrevocably have deposited with the Trustee (or another trustee
satisfying the requirements of Section 6.08 who shall agree to comply with the provisions of
this Article XII applicable to it) as trust funds in trust, for the benefit of the Holders
of such Securities, (A) money in an amount, or (B) U.S. Government Obligations (as defined
herein) that through the scheduled payment of principal and interest thereon will provide
money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge the principal of and interest on the
Outstanding Securities of such series on the Stated Maturity (or upon Redemption Date, if
applicable) of such principal or installment of interest; provided that the Trustee shall
have been irrevocably instructed to apply such money or the proceeds of such U.S. Government
Obligations to said payments with respect to the Securities of such series. Before such a
deposit, the Company may give to the Trustee, in accordance with Section 11.03 hereof, a
notice of its election to redeem all of the Outstanding Securities of such series at a
future date in accordance with Article XI hereof, which notice shall be irrevocable. Such
irrevocable redemption notice, if given, shall be given effect in applying the foregoing.
For this purpose, “U.S. Government Obligations” means securities that are (x) direct
obligations of the United States for the timely payment of which its full faith and credit
is pledged or (y) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States,
which, in either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act), as custodian with respect to any such U.S. Government Obligation or
a specific payment of principal of or interest on any such U.S. Government Obligation held
by such custodian for the account of the holder of such depository 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 depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment of



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principal of or interest on the U.S. Government Obligation evidenced by such depository
receipt.




     (b) No Default or Event of Default with respect to the Securities of such series shall
have occurred and be continuing on the date of such deposit or, insofar as paragraphs (d)
and (e) of Section 5.01 hereof are concerned, at any time during the period ending on the
91st day after the date of such deposit (it being understood that this condition shall not
be deemed satisfied until the expiration of such period).




     (c) 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 or any Guarantor is a party or by which the Company or any
such Guarantor is bound.




     (d) In the case of an election under Section 12.02, the Company shall have delivered to
the Trustee (1) an Opinion of Counsel to the effect that (i) the Holders of the Securities
of the applicable series will not recognize income, gain or loss for United States federal
income tax purposes as a result of the exercise of the option under Section 12.02 and will
be subject to United States federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such option had not been exercised, and
(ii) either (A) the Company has received from, or there has been published by the United
States Internal Revenue Service, a ruling to that effect, or (B) since the date of the
Indenture, there has been a change in the applicable United States federal income tax law;
and (2) an Opinion of Counsel to the effect that (i) the creation of the defeasance trust
does not violate the Investment Company Act of 1940 and (ii) after the passage of 123 days
following the deposit (except, with respect to any trust funds for the account of any Holder
who may be deemed to be “connected” with the Company for purposes of the Insolvency Act of
1986 after two years following the deposit), the trust funds will not be subject to the
effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York
Debtor and Creditor Law and either (x) the trust funds will no longer remain the property of
the Company (and therefore will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally) or (y) if
a court were to rule under any such law in any case or proceeding that the trust funds
remained property of the Company (I) assuming such trust funds remained in the possession of
the Trustee prior to such court ruling to the extent not paid to the Holders of the
applicable series, the Trustee will hold, for the benefit of such Holders, a valid and
perfected security interest in such trust funds that is not avoidable in bankruptcy or
otherwise and (II) no property, rights in property or other interests granted to the Trustee
or the Holders of the applicable series in exchange for, or with respect to, such trust
funds will be subject to any prior rights of holders of other indebtedness of the Company or
any of its Securities.




     (e) In the case of an election under Section 12.03, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that (1) the creation of the defeasance trust
does not violate the Investment Company Act of 1940, (2) the Holders of the applicable
series will not recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit and the defeasance of the obligations referred to



59









 







in the first paragraph of Section 12.03 and will be subject to United States federal
income tax on the same amount and in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred and (3) after the passage of
123 days following the deposit (except with respect to any trust funds for the account of
any such Holder who may be deemed to be “connected” with the Company for purposes of the
Insolvency Act of 1986 after two years following the deposit), the trust funds will not be
subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of
the New York Debtor and Creditor Law, and either (A) the trust funds will no longer remain
the property of the Company (and therefore will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally) or (B) if a court were to rule under any such law in any case or
proceeding that the trust funds remained property of the Company (i) assuming such trust
funds remained in the possession of the Trustee prior to such court ruling to the extent not
paid to the Holders of the applicable series, the Trustee will hold, for the benefit of such
Holders, a valid and perfected security interest in such trust funds that is not avoidable
in bankruptcy or otherwise and (ii) no property, rights in property or other interests
granted to the Trustee or the Holders of the applicable series in exchange for, or with
respect to, such trust funds will be subject to any prior rights or holders of other
indebtedness of the Company or any of its Securities.




     (f) If at such time the Securities of the applicable series are listed on a national
securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the
effect that such Securities will not be delisted as a result of the Company’s exercise of
its option under Section 12.02; and




     (g) The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for relating to
either the defeasance under Section 12.02 or the covenant defeasance under Section 12.03, as
the case may be, have been complied with.




     (h) Notwithstanding any other provisions of this Section, such defeasance or covenant
defeasance shall be effected in compliance with any additional or substitute terms,
conditions or limitations which may be imposed on the Company and the Guarantors in
connection therewith pursuant to Section 3.01.



     Section 12.05 Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions.



     Subject to the provisions of the last paragraph of Section 10.03, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 12.05, the “Trustee”) pursuant to
Section 12.04 in respect of the Outstanding Securities of any series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and
to become due thereon in respect of principal, interest and Additional Amounts, but such money need
not be segregated from other funds except to the extent required by law.



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     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the U.S. Governmental Obligations deposited pursuant to Section 12.04 or the
principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the Outstanding Securities of such series.



     Anything in this Article XII to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or U.S. Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section 12.04 which, in the
opinion of a nationally recognized firm of independent public accountants 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 an equivalent defeasance or covenant defeasance, as
applicable, in accordance with this Article.



     Section 12.06 Reinstatement.



     If the Trustee or any Paying Agent is unable to apply any money in accordance with Section
12.05 by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company obligations under this
Indenture and the Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 12.02 or 12.03, as the case may be, until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section 12.05; provided,
however, that if the Company makes any payment of principal of, interest on or Additional Amounts
with respect to any Security of any series following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to receive such payment
from the money held by the Trustee or Paying Agent.



ARTICLE XIII



SECURITIES GUARANTEES




     Section 13.01 Unconditional Guarantee.



     Subject to the provisions of this Article XIII, the Guarantors hereby, jointly and severally,
unconditionally and irrevocably guarantee (such guarantees to be referred to herein as
“Guarantees”) to each Holder of a Security authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Securities of any series or the obligations of the Company to the Holders or the
Trustee hereunder or thereunder, that: (a) the principal of, interest on and Additional Amounts
with respect to the Securities of such series shall be duly and punctually paid in full when due,
whether at maturity, upon redemption at the option of Holders pursuant to the provisions of the
series of any Securities relating thereto, by acceleration or otherwise, and interest on the
overdue principal and (to the extent permitted by law) interest, if any, and Additional Amounts
with respect to the Securities of such series and all other obligations of the Company or the
Guarantors to the Holders or the Trustee hereunder or thereunder (including amounts due the Trustee
hereunder) and all other Obligations shall be promptly paid in full or performed, all in



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accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of Securities of any series or any of such other Obligations, the same shall be
promptly paid in full when due or performed in accordance with the terms of the extension or
renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, or failing performance of any other Obligation of the Company to the Holders under
this Indenture or under the Securities of such series, for whatever reason, the Guarantors shall be
obligated to pay, or to perform or cause the performance of, the same immediately. An Event of
Default under this Indenture or the Securities of any applicable series shall constitute an event
of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the
obligations of the Guarantors hereunder in the same manner and to the same extent as the
obligations of the Company.



     Unless otherwise specified with respect to any Security pursuant to Section 3.01, the
Guarantees will be senior unsecured obligations of the Guarantors and will rank pari passu in right
of payment with all other existing and future senior unsecured obligations of the Guarantors.



     The Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities of any series or this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of
Securities of such series with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same, whether or not a Guarantee is affixed
to any particular Security, or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. The Guarantors hereby waive the benefit of
diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that the Guarantees shall not be discharged except
by complete performance of the obligations contained in such Securities, this Indenture and this
Guarantee. This Guarantee is a guarantee of payment and not of collection. Each Guarantor further
agrees that, as between it, on the one hand, and the Holders of such Securities and the Trustee, on
the other hand, (a) subject to this Article XIII, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article V hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect
of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations
as provided in Article V hereof, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Guarantee.



     The obligations of the Guarantors hereunder shall continue to be effective or shall be
reinstated, as the case may be, if at any time any payment which would otherwise have reduced the
obligations of the Guarantors hereunder (whether such payment shall have been made by or on behalf
of the Company or by or on behalf of the Guarantors) is rescinded or reclaimed from any of the
Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any
Guarantor otherwise, all as though such payment had not been made. If demand for, or acceleration
of the time for, payment by the Company is stayed upon the insolvency, bankruptcy, liquidation or
reorganization of the Company, all such indebtedness



62









 







otherwise subject to demand for payment or acceleration shall nonetheless be payable by the
Guarantors as provided herein.



     Section 13.02 Limitations on Guarantees.



     The obligations of the Guarantors under their Guarantees are limited to the maximum amount
which, after giving effect to all other contingent and fixed liabilities of each Guarantors
(including without limitation, any other Guarantor senior debt) will result in the obligations of
the Guarantors under the Guarantees not constituting a fraudulent conveyance or fraudulent transfer
under federal or state law.



     Section 13.03 Execution and Delivery of Guarantees.



     The Guarantees set forth in Section 13.01 shall be evidenced by an endorsement, in a form
approved by or pursuant to a Supplement Indenture or a Board Resolution, on each Security of a
series authenticated and delivered by the Trustee. Such Guarantees shall be executed on behalf of
the Guarantors by either manual of facsimile signature of an officer of each Guarantor who shall
have been duly authorized to so executed by all requisite corporation action. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any
particular Security.



     The Guarantors hereby agree that the Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Security a notation of such Guarantee.



     If an officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer
holds that office at the time the Trustee authenticates the Security on which such Guarantee is
endorsed or at any time thereafter, the Guarantor’s Guarantee of such Security shall nevertheless
be valid.



     The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of any Guarantee set forth in this Indenture on behalf of the Guarantors.



     Section 13.04 Release of the Guarantors.




     (a) Upon the consolidation or merger of a Guarantor with or into any Person, or the
transfer, sale, lease or other disposition of all or substantially all of its assets to any
Person in compliance with Article VIII, such Guarantor’s Guarantee will be automatically
discharged and released from all obligations under this Article XIII without any further
action required on the part of the Trustee or any Holder; provided, however, the successor
Person expressly assumes such Guarantor’s obligations under the Guarantee and the Indenture.




     (b) The Trustee shall deliver an appropriate instrument evidencing the release of a
Guarantor upon receipt of a request by the Company or a Guarantor accompanied by an
Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this
Section 13.04; provided, however, that the legal counsel delivering such Opinion of



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Counsel may rely as to matters of fact on one or more Officers’ Certificates of the
Company.



     The Trustee shall execute any documents reasonably requested by the Company or a Guarantor in
order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed
on the Securities and under this Article XIII.



     Section 13.05 Waiver of Subrogation.



     Until this Indenture is discharged and all of the Securities containing Guarantees are
discharged and paid in full, the Guarantors hereby irrevocably waive and agree not to exercise any
claim or other rights which they may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of the Company’s obligations under such
Securities or this Indenture and the Guarantors’ obligations under the Guarantees and this
Indenture, in any such instance including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution, indemnification, and any right to participate in any
claim or remedy of the Holders against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without limitation, the
right to take or receive from the Company, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim or other rights. If
any amount shall be paid to a Guarantor in violation of the preceding sentence and any amounts
owing to the Trustee or the Holders of such Securities, this Indenture, or any other document or
instrument delivered under or in connection with such agreements or instruments, shall not have
been paid in full, such amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Trustee or such Holders and shall forthwith
be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to the
obligations in favor of the Trustee or such Holders, as the case may be, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 13.05 is knowingly made in contemplation of
such benefits.



     Section 13.06 Immediate Payment.



     Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Holders of all
Obligations owing or payable to the respective Holders upon receipt of a demand for payment
therefor by the Trustee to the Guarantor in writing.



     Section 13.07 No Set-Off.



     Each payment to be made by a Guarantor hereunder in respect of its obligations shall be
payable in the currency or currencies in which such obligations are denominated, and shall be made
without set-off, counterclaim, reduction or diminution of any kind or nature.



     Section 13.08 Obligations Absolute.



     The obligations of the Guarantors hereunder are and shall be absolute and unconditional and
any monies or amounts expressed to be owing or payable by the Guarantors hereunder which



64









 







may not be recoverable from the Guarantors on the basis of a Guarantee shall be recoverable
from the Guarantor as a primary obligor and principal debtor in respect thereof.



     The Obligations of the Guarantors hereunder shall be continuing and shall remain in full force
and effect until all the Obligations have been paid and satisfied in full.



     Section 13.09 Obligations Not Reduced.



     The obligations of the Guarantors hereunder shall not be satisfied, reduced or discharged
solely by the payment of such principal, interest, Additional Amounts, fees and other monies or
amounts as may at any time prior to discharge of this Indenture pursuant to Article XIII be or
become owing or payable under or by virtue of or otherwise in connection with the Securities or
this Indenture.



     Section 13.10 Obligations Not Affected.



     The obligations of the Guarantors hereunder shall not be affected, impaired or diminished in
any way by any act, omission, matter or thing whatsoever, occurring before, upon or after any
demand for payment hereunder (and whether or not known or consented to by the Guarantors or any of
the Holders) which, but for this provision, might constitute a whole or partial defense to a claim
against the Guarantors hereunder or might operate to release or otherwise exonerate the Guarantors
from any of their obligations hereunder or otherwise affect such obligations, whether occasioned by
default of any of the Holders or otherwise, including, without limitation:




     (a) any limitation of status or power, disability, incapacity or other circumstance
relating to the Company or any other Person, including any insolvency, bankruptcy,
liquidation, reorganization, readjustment, composition, dissolution, winding-up or other
proceeding involving or affecting the Company or any other Person;




     (b) any irregularity, defect, unenforceability or invalidity in respect of any
indebtedness or other obligation of the Company or any other Person under this Indenture,
the Securities or any other document or instrument;




     (c) any failure of the Company, whether or not without fault on its part, to perform or
comply with any of the provisions of this Indenture or the Securities, or to give notice
thereof to the Guarantor;




     (d) the taking or enforcing or exercising or the refusal or neglect to take or enforce
or exercise any right or remedy from or against the Company or any other Person or their
respective assets or the release or discharge of any such right or remedy;




     (e) the granting of time, renewals, extensions, compromises, concessions, waivers,
releases, discharges and other indulgences to the Company or any other Person;




     (f) any change in the time, manner or place of payment of, or in any other term of, any
of the Securities, or any other amendment, variation, supplement, replacement or waiver of,
or any consent to departure from, any of the Securities of this



65









 







Indenture, including, without limitation, any increase or decrease in the principal
amount of, interest on or Additional Amounts with respect to any of the Securities;




     (g) any change in the ownership, control, name, objects, businesses, assets, capital
structure or constitution of the Company or the Guarantors;




     (h) except as provided herein, any merger or consolidation of the Company or any
Guarantor with any Person or Persons;




     (i) the occurrence of any change in the laws, rules, regulations or ordinances of any
jurisdiction by any present or future action of any governmental authority or court
amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or
otherwise affect, any of the Obligations under this Indenture or the obligations of the
Guarantors under the Guarantees; and




     (j) any other circumstance, including release of the Guarantor other than pursuant to
Section 13.04, that might otherwise constitute a legal or equitable discharge or defense of
the Company under this Indenture or the Securities or of the Guarantors in respect of its
Guarantees hereunder.



     Section 13.11 Waiver.



     Without in any way limiting the provisions of Section 13.01 hereof, the Guarantors hereby
waive notice of acceptance hereof, notice of any liability of the Guarantors hereunder, notice or
proof of reliance by the Holders upon the obligations of the Guarantors hereunder, and diligence,
presentment, demand for payment on the Company, protest, notice of dishonor or non-payment of any
of the Obligations, or other notice or formalities to the Company or the Guarantors of any kind
whatsoever.



     Section 13.12 No Obligation To Take Action Against the Company.



     Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any
rights or remedies or to take any other steps under any security for the Obligations under this
Indenture or against the Company or any other Person or any property of the Company or any other
Person before the Trustee is entitled to demand payment and performance by the Guarantors of their
liabilities and obligations under their respective Guarantees or under this Indenture.



     Section 13.13 Dealing with the Company and Others.



     The Holders, without releasing, discharging, limiting or otherwise affecting in whole or in
part the obligations and liabilities of the Guarantors hereunder and without the consent of or
notice to any Guarantor, may:




     (a) grant time, renewals, extensions, compromises, concessions, waivers, releases,
discharges and other indulgences to the Company or any other Person;



66









 






     (b) take or abstain from taking security or collateral from the Company or from
perfecting security or collateral of the Company;




     (c) release, discharge, compromise, realize, enforce or otherwise deal with or do any
act or thing in respect of (with or without consideration) any and all collateral, mortgages
or other security given by the Company or any third party with respect to the obligations or
matters contemplated by this Indenture or the Securities;




     (d) accept compromises or arrangements from the Company;




     (e) apply all monies at any time received from the Company or from any security upon
such part of the obligations as the Holders may see fit or change any such application in
whole or in part from time to time as the Holders may see fit; and




     (f) otherwise deal with, or waive or modify their right to deal with, the Company and
all other Persons and any security as the Holders or the Trustee may see fit.



     Section 13.14 Default and Enforcement.



     If a Guarantor fails to pay in accordance with Section 13.06 hereof, the Trustee may proceed
in its name as trustee hereunder in the enforcement of the Guarantees of such Guarantor and such
Guarantor’s obligations thereunder and hereunder by any remedy provided by law, whether by legal
proceedings or otherwise, and to recover from the Guarantors the Obligations.



     Section 13.15 Amendment, Etc.



     No amendment, modification or waiver of any provision of this Indenture relating to the
Guarantors or consent to any departure by the Guarantors or any other Person from any such
provision will in any event be effective unless it is signed by the Guarantors and the Trustee.



     Section 13.16 Acknowledgement.



     Each Guarantor hereby acknowledges communication of the terms of this Indenture and consents
to and approves of the same.



     Section 13.17 No Merger or Waiver; Cumulative Remedies.



     No Guarantee shall operate by way of merger of any of the obligations of the Guarantors under
any other agreement, including, without limitation, this Indenture. No failure to exercise and no
delay in exercising, on the part of the Trustee or the Holders, any right, remedy, power or
privilege hereunder or under this Indenture or the Securities, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or
under this Indenture or the Securities preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges in the Guarantees and under this Indenture, the Securities and any other document or
instrument between the Guarantors and/or the Company and the Trustee are cumulative and not
exclusive of any rights, remedies, powers and privilege provided by law.



67









 





     Section 13.18 Survival of Obligations.



     Without prejudice to the survival of any of the other obligations of the Guarantors hereunder,
the obligations of the Guarantors under Section 13.01 shall survive the payment in full of the
Obligations under this Indenture and shall be enforceable against the Guarantors without regard to
and without giving effect to any defense, right of offset or counterclaim available to or which may
be asserted by the Company or the Guarantors.



     Section 13.19 Guarantee in Addition to Other Obligations.



     The obligations of the Guarantors under the Guarantees and this Indenture are in addition to
and not in substitution for any other obligations to the Trustee or to any of the Holders in
relation to this Indenture or the Securities and any guarantees or security at any time held by or
for the benefit of any of them.



     Section 13.20 Severability.



     Any provision of this Article XIII which is prohibited or unenforceable in any jurisdiction
shall not invalidate the remaining provisions and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction
unless its removal would substantially defeat the basic intent, spirit and purpose of this
Indenture and this Article XIII. In case any provision of any Guarantee 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 13.21 Successors and Assigns.



     Each Guarantee shall be binding upon and inure to the benefit of the Guarantors, the Trustee
and the Holders, and their respective successors and permitted assigns, except that the Guarantor
may assign any of its obligations hereunder or thereunder.




68









 








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



	 	 	 	 	 
	 	 	AMVESCAP PLC
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	A I M MANAGEMENT GROUP INC.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	A I M ADVISORS, INC.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	INVESCO INSTITUTIONAL (N.A.), INC.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	INVESCO NORTH AMERICAN HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






 









 






	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A., as
Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






E-2









 






 






Indenture




Dated as of April ___, 2007




 






AMVESCAP PLC,




Issuer,




EACH OF THE GUARANTORS

NAMED HEREIN,




Guarantors,




and




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




Trustee




 









 





AMVESCAP PLC




Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture, dated as of April ___, 2007




	 	 	 	 	 
	Trust Indenture	 	 
	   Act Section	 	Indenture Section
	§ 310(a)(1)

	 	 	 	6.08 
	   310(a)(2)

	 	 	 	6.08 
	   310(a)(3)

	 	 	 	N/A 
	   310(a)(4)

	 	 	 	N/A 
	   310(a)(5)

	 	 	 	6.08 
	   310(b)

	 	 	 	6.05, 6.09 
	§ 311

	 	 	 	6.05, 6.06 
	§ 312(a)

	 	 	 	7.01 
	   312(b)

	 	 	 	7.01 
	   312(c)

	 	 	 	7.01 
	§ 313(a)

	 	 	 	7.02 
	§ 313(b)

	 	 	 	7.02 
	   313(c)

	 	 	 	6.01, 7.02 
	§ 313(d)

	 	 	 	7.02 
	§ 314(a)

	 	 	 	10.06, 10.07 
	§ 314(b)

	 	 	 	N/A 
	§ 314(c)

	 	 	 	N/A 
	§ 314(d)

	 	 	 	N/A 
	§ 314(e)

	 	 	 	1.02 
	§ 315(a)

	 	 	 	6.01 
	§ 315(b)

	 	 	 	6.02 
	§ 315(c)

	 	 	 	6.01 
	§ 315(e)

	 	 	 	5.15 
	§ 316(a)

	 	 	 	5.12, 5.13 
	§ 316(b)

	 	 	 	5.08 
	§ 316(c)

	 	 	 	1.04 







 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	PARTIES
	 	 	1	 
	RECITALS OF THE COMPANY
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 1.01  Definitions
	 	 	1	 
	Section 1.02  Compliance Certificates and Opinions
	 	 	7	 
	Section 1.03  Form of Documents Delivered to Trustee
	 	 	7	 
	Section 1.04  Acts of Holders
	 	 	8	 
	Section 1.05  Notices, etc., to Trustee, Company or Guarantors
	 	 	9	 
	Section 1.06  Notice to Holders, Waiver
	 	 	10	 
	Section 1.07  Conflict of any Provision of Indenture with Trust Indenture Act
	 	 	10	 
	Section 1.08  Effect of Headings and Table of Contents
	 	 	10	 
	Section 1.09  Successors and Assigns
	 	 	10	 
	Section 1.10  Separability Clause
	 	 	10	 
	Section 1.11  Benefits of Indenture
	 	 	11	 
	Section 1.12  Counterparts
	 	 	11	 
	Section 1.13  Governing Law
	 	 	11	 
	Section 1.14  Legal Holidays
	 	 	11	 
	Section 1.15  Agent for Service; Submission to Jurisdiction; Waiver of Immunities and Jury Trial
	 	 	11	 
	Section 1.16  Currency
	 	 	12	 
	 
	 	 	 	 
	ARTICLE II SECURITY FORMS
	 	 	13	 
	 
	 	 	 	 
	Section 2.01  Forms Generally
	 	 	13	 
	Section 2.02  Global Securities
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III THE SECURITIES
	 	 	15	 
	 
	 	 	 	 
	Section 3.01  Title and Terms
	 	 	15	 
	Section 3.02  Denominations
	 	 	17	 
	Section 3.03  Execution, Authentication, Delivery and Dating
	 	 	17	 
	Section 3.04  Temporary Securities
	 	 	19	 
	Section 3.05  Registration, Registration of Transfer and Exchange
	 	 	19	 
	Section 3.06  Book-Entry Provisions for Restricted Global Security
	 	 	20	 
	Section 3.07  Mutilated, Destroyed, Lost and Stolen Securities
	 	 	22	 






 




			
	Note:	 	This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.




 









 






	 	 	 	 	 
	 	 	Page
	Section 3.08  Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved
	 	 	23	 
	Section 3.09  Persons Deemed Owners
	 	 	24	 
	Section 3.10  Cancellation
	 	 	24	 
	Section 3.11  CUSIP and CINS Numbers
	 	 	25	 
	Section 3.12  Computation of Interest
	 	 	25	 
	Section 3.13  Form of Certificate of Authentication
	 	 	25	 
	 
	 	 	 	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	25	 
	 
	 	 	 	 
	Section 4.01  Satisfaction and Discharge of Indenture
	 	 	25	 
	Section 4.02  Application of Trust Money
	 	 	27	 
	 
	 	 	 	 
	ARTICLE V REMEDIES
	 	 	27	 
	 
	 	 	 	 
	Section 5.01  Events of Default
	 	 	27	 
	Section 5.02  Acceleration of Maturity; Rescission and Annulment
	 	 	28	 
	Section 5.03  Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	29	 
	Section 5.04  Trustee May File Proofs of Claim
	 	 	30	 
	Section 5.05  Trustee May Enforce Claims Without Possession of Securities
	 	 	31	 
	Section 5.06  Application of Money Collected
	 	 	31	 
	Section 5.07  Limitation on Suits
	 	 	32	 
	Section 5.08  Unconditional Right of Holders to Receive Principal, Interest and Additional Amounts
	 	 	32	 
	Section 5.09  Restoration of Rights and Remedies
	 	 	32	 
	Section 5.10  Rights and Remedies Cumulative
	 	 	33	 
	Section 5.11  Delay or Omission Not Waiver
	 	 	33	 
	Section 5.12  Control by Holders
	 	 	33	 
	Section 5.13  Waiver of Past Defaults
	 	 	33	 
	Section 5.14  Waiver of Stay or Extension Laws
	 	 	34	 
	Section 5.15  Undertaking for Costs
	 	 	34	 
	 
	 	 	 	 
	ARTICLE VI THE TRUSTEE
	 	 	34	 
	 
	 	 	 	 
	Section 6.01  Certain Duties and Responsibilities
	 	 	34	 
	Section 6.02  Notice of Defaults
	 	 	35	 
	Section 6.03  Certain Rights of Trustee
	 	 	35	 
	Section 6.04  Trustee Not Responsible for Recitals or Issuance of Securities
	 	 	36	 
	Section 6.05  May Hold Securities
	 	 	37	 
	Section 6.06  Money Held in Trust
	 	 	37	 
	Section 6.07  Compensation and Reimbursement
	 	 	37	 
	Section 6.08  Corporate Trustee Required; Eligibility
	 	 	38	 
	Section 6.09  Resignation and Removal; Appointment of Successor
	 	 	38	 
	Section 6.10  Acceptance of Appointment by Successor
	 	 	40	 
	Section 6.11  Merger, Conversion, Consolidation or Succession to Business
	 	 	41	 






 









 






	 	 	 	 	 
	 	 	Page
	Section 6.12  Withholding Taxes
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE
	 	 	42	 
	 
	 	 	 	 
	Section 7.01  Disclosure of Names and Addresses of Holders
	 	 	42	 
	Section 7.02  Reports by Trustee
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	 	 	42	 
	 
	 	 	 	 
	Section 8.01  Company and Guarantors May Consolidate, etc., Only on Certain Terms
	 	 	42	 
	Section 8.02  Successor Person Substituted for Company
	 	 	43	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTS AND AMENDMENTS TO INDENTURE AND SECURITIES GUARANTEES
	 	 	44	 
	 
	 	 	 	 
	Section 9.01  Without Consent of Holders
	 	 	44	 
	Section 9.02  With Consent of Holders
	 	 	45	 
	Section 9.03  Execution of Supplemental Indentures
	 	 	46	 
	Section 9.04  Effect of Supplemental Indentures
	 	 	46	 
	Section 9.05  Conformity with Trust Indenture Act
	 	 	47	 
	Section 9.06  Reference in Securities to Supplemental Indentures
	 	 	47	 
	Section 9.07  Notice of Supplemental Indentures
	 	 	47	 
	Section 9.08  Revocation and Effect of Consents, Waivers and Actions
	 	 	47	 
	 
	 	 	 	 
	ARTICLE X COVENANTS
	 	 	48	 
	 
	 	 	 	 
	Section 10.01  Payment of Principal and Interest
	 	 	48	 
	Section 10.02  Maintenance of Office or Agency
	 	 	48	 
	Section 10.03  Money for Security Payments to Be Held in Trust
	 	 	48	 
	Section 10.04  Additional Amounts
	 	 	50	 
	Section 10.05  Corporate Existence
	 	 	51	 
	Section 10.06  Statement by Officers As to Default
	 	 	52	 
	Section 10.07  Provision of Reports and Financial Statements
	 	 	52	 
	Section 10.08  Waiver of Certain Covenants
	 	 	53	 
	Section 10.09  Additional Guarantors
	 	 	53	 
	 
	 	 	 	 
	ARTICLE XI REDEMPTION OF SECURITIES
	 	 	53	 
	 
	 	 	 	 
	Section 11.01  Right of Redemption
	 	 	53	 
	Section 11.02  Applicability of Article
	 	 	54	 
	Section 11.03  Election to Redeem; Notice to Trustee
	 	 	54	 
	Section 11.04  Selection by Trustee of Securities to Be Redeemed
	 	 	54	 






 









 






	 	 	 	 	 
	 	 	Page
	Section 11.05  Notice of Redemption
	 	 	55	 
	Section 11.06  Deposit of Redemption Price
	 	 	56	 
	Section 11.07  Securities Payable on Redemption Date
	 	 	56	 
	Section 11.08  Securities Redeemed in Part
	 	 	56	 
	 
	 	 	 	 
	ARTICLE XII DEFEASANCE AND COVENANT DEFEASANCE
	 	 	57	 
	 
	 	 	 	 
	Section 12.01  Company Option to Effect Defeasance or Covenant Defeasance
	 	 	57	 
	Section 12.02  Defeasance and Discharge
	 	 	57	 
	Section 12.03  Covenant Defeasance
	 	 	57	 
	Section 12.04  Conditions to Defeasance or Covenant Defeasance
	 	 	58	 
	Section 12.05  Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
	 	 	60	 
	Section 12.06  Reinstatement
	 	 	61	 
	 
	 	 	 	 
	ARTICLE XIII SECURITIES GUARANTEES
	 	 	61	 
	 
	 	 	 	 
	Section 13.01  Unconditional Guarantee
	 	 	61	 
	Section 13.02  Limitations on Guarantees
	 	 	63	 
	Section 13.03  Execution and Delivery of Guarantees
	 	 	63	 
	Section 13.04  Release of the Guarantors
	 	 	63	 
	Section 13.05  Waiver of Subrogation
	 	 	64	 
	Section 13.06  Immediate Payment
	 	 	64	 
	Section 13.07  No Set-Off
	 	 	64	 
	Section 13.08  Obligations Absolute
	 	 	64	 
	Section 13.09  Obligations Not Reduced
	 	 	65	 
	Section 13.10  Obligations Not Affected
	 	 	65	 
	Section 13.11  Waiver
	 	 	66	 
	Section 13.12  No Obligation To Take Action Against the Company
	 	 	66	 
	Section 13.13  Dealing with the Company and Others
	 	 	66	 
	Section 13.14  Default and Enforcement
	 	 	67	 
	Section 13.15  Amendment, Etc
	 	 	67	 
	Section 13.16  Acknowledgement
	 	 	67	 
	Section 13.17  No Merger or Waiver; Cumulative Remedies
	 	 	67	 
	Section 13.18  Survival of Obligations
	 	 	68	 
	Section 13.19  Guarantee in Addition to Other Obligations
	 	 	68	 
	Section 13.20  Severability
	 	 	68	 
	Section 13.21  Successors and Assigns
	 	 	68