exv4w1



 






EXECUTION
COPY



NORTHWEST PIPELINE CORPORATION




5.95% Senior Notes due 2017




AND




THE BANK OF NEW YORK




Trustee




 






INDENTURE




Dated as of April 5, 2007














 






Reconciliation and tie between

Trust Indenture Act of 1939, as amended,

and the Indenture




	 	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section	 
	(§)310(a)(1)
	 	 	608	 
	(a)(2)
	 	 	608	 
	(b)
	 	 	609	 
	(§)312(a)
	 	 	701	 
	(b)
	 	 	702	 
	(c)
	 	 	702	 
	(§)313(a)
	 	 	703	 
	(b)(2)
	 	 	703	 
	(c)
	 	 	703	 
	(d)
	 	 	703	 
	(§)314(a)
	 	 	704	 
	(c)(1)
	 	 	102	 
	(c)(2)
	 	 	102	 
	(e)
	 	 	102	 
	(f)
	 	 	102	 
	(§)316(a) (last sentence)
	 	 	101	 
	(a)(1)(A)
	 	 	502, 512	 
	(a)(1)(B)
	 	 	513	 
	(b)
	 	 	508	 
	(§)317(a)(1)
	 	 	503	 
	(a)(2)
	 	 	504	 
	(b)
	 	 	1003	 
	(§)318(a)
	 	 	108	 








 




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




















 












TABLE OF CONTENTS




	 
	 	 	 	Page	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	 	 	1	 
	 
	 	 	 	 
	Section 101 Definitions; Rules of Construction
	 	 	1	 
	Section 102 Compliance Certificates and Opinions
	 	 	14	 
	Section 103 Form of Documents Delivered to Trustee
	 	 	15	 
	Section 104 Acts of Holders
	 	 	15	 
	Section 105 Notices, etc. to Trustee and Company
	 	 	17	 
	Section 106 Notice to Holders of Notes; Waiver
	 	 	17	 
	Section 107 Language of Notices
	 	 	18	 
	Section 108 Incorporation by Reference of Trust
Indenture Act; Trust Indenture Act Controls
	 	 	18	 
	Section 109 Effect of Headings and Table of Contents
	 	 	18	 
	Section 110 Successors and Assigns
	 	 	18	 
	Section 111 Separability Clause
	 	 	18	 
	Section 112 Benefits of Indenture
	 	 	19	 
	Section 113 Governing Law
	 	 	19	 
	Section 114 Legal Holidays
	 	 	19	 
	Section 115 Counterparts
	 	 	19	 
	Section 116 Limitation on Individual Liability
	 	 	19	 
	 
	 	 	 	 
	ARTICLE TWO NOTES FORMS
	 	 	20	 
	 
	 	 	 	 
	Section 201 Forms Generally
	 	 	20	 
	Section 202 Form of Trustee’s Certificate of Authentication
	 	 	21	 
	Section 203 Legends on the Notes
	 	 	21	 
	 
	 	 	 	 
	ARTICLE THREE THE NOTES
	 	 	23	 
	 
	 	 	 	 
	Section 301 Amount Unlimited
	 	 	23	 
	Section 302 Currency; Denominations
	 	 	24	 
	Section 303 Execution, Authentication, Delivery and Dating
	 	 	24	 
	Section 304 Temporary Notes
	 	 	25	 
	Section 305 Registration, Transfer and Exchange
	 	 	25	 
	Section 306 Mutilated, Destroyed, Lost and Stolen Notes
	 	 	36	 
	Section 307 Payment of Interest and Additional Interest; Rights to
Interest and Additional Interest Preserved
	 	 	36	 
	Section 308 Persons Deemed Owners
	 	 	38	 
	Section 309 Cancellation
	 	 	38	 
	Section 310 Computation of Interest
	 	 	38	 
	Section 311 CUSIP and ISIN Numbers
	 	 	39	 
	 
	 	 	 	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE
	 	 	39	 
	 
	 	 	 	 
	Section 401 Satisfaction and Discharge
	 	 	39	 
	Section 402 Defeasance and Covenant Defeasance
	 	 	40	 
















 







TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	 	Page	 
	Section 403 Application of Trust Money
	 	 	43	 
	 
	 	 	 	 
	ARTICLE FIVE REMEDIES
	 	 	43	 
	 
	 	 	 	 
	Section 501 Events of Default
	 	 	43	 
	Section 502 Acceleration of Maturity; Rescission and Annulment
	 	 	44	 
	Section 503 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	45	 
	Section 504 Trustee May File Proofs of Claim
	 	 	46	 
	Section 505 Trustee May Enforce Claims without Possession of Notes
	 	 	46	 
	Section 506 Application of Money Collected
	 	 	47	 
	Section 507 Limitations on Suits
	 	 	47	 
	Section 508 Unconditional Right of Holders to Receive Principal and any
Premium, Interest and Additional Interest
	 	 	48	 
	Section 509 Restoration of Rights and Remedies
	 	 	48	 
	Section 510 Rights and Remedies Cumulative
	 	 	48	 
	Section 511 Delay or Omission Not Waiver
	 	 	48	 
	Section 512 Control by Holders of Notes
	 	 	49	 
	Section 513 Waiver of Past Defaults
	 	 	49	 
	Section 514 Waiver of Stay or Extension Laws
	 	 	49	 
	Section 515 Undertaking for Costs
	 	 	49	 
	 
	 	 	 	 
	ARTICLE SIX THE TRUSTEE
	 	 	50	 
	 
	 	 	 	 
	Section 601 Certain Duties and Responsibilities
	 	 	50	 
	Section 602 Certain Rights of Trustee
	 	 	50	 
	Section 603 Notice of Defaults
	 	 	52	 
	Section 604 Not Responsible for Recitals or Issuance of the Notes
	 	 	53	 
	Section 605 May Hold Notes
	 	 	53	 
	Section 606 Money Held in Trust
	 	 	53	 
	Section 607 Compensation and Reimbursement
	 	 	53	 
	Section 608 Corporate Trustee Required; Eligibility; Conflicting Interests
	 	 	54	 
	Section 609 Resignation and Removal; Appointment of Successor
	 	 	55	 
	Section 610 Acceptance of Appointment by Successor
	 	 	56	 
	Section 611 Merger, Conversion, Consolidation or Succession to Business
	 	 	57	 
	Section 612 Appointment of Authenticating Agent
	 	 	57	 
	 
	 	 	 	 
	ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
	 	 	59	 
	 
	 	 	 	 
	Section 701 Company to Furnish Trustee Names and Addresses of Holders
	 	 	59	 
	Section 702 Preservation of Information; Communications to Holders
	 	 	59	 
	Section 703 Reports by Trustee
	 	 	60	 
	Section 704 Reports by Company
	 	 	60	 
	 
	 	 	 	 
	ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES
	 	 	61	 






ii









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	Section 801 Company May Consolidate, Etc., Only on Certain Terms
	 	 	61	 
	Section 802 Successor Person Substituted for Company
	 	 	61	 
	 
	 	 	 	 
	ARTICLE NINE SUPPLEMENTAL INDENTURES
	 	 	62	 
	 
	 	 	 	 
	Section 901 Supplemental Indentures without Consent of Holders
	 	 	62	 
	Section 902 Supplemental Indentures With Consent of Holders
	 	 	63	 
	Section 903 Execution of Supplemental Indentures
	 	 	64	 
	Section 904 Effect of Supplemental Indentures
	 	 	64	 
	Section 905 Reference in Notes to Supplemental Indentures
	 	 	64	 
	Section 906 Conformity with Trust Indenture Act
	 	 	64	 
	Section 907 Notice of Supplemental Indenture
	 	 	65	 
	 
	 	 	 	 
	ARTICLE TEN COVENANTS
	 	 	65	 
	 
	 	 	 	 
	Section 1001 Payment of Principal, any Premium, Interest and Additional Interest
	 	 	65	 
	Section 1002 Maintenance of Office or Agency
	 	 	65	 
	Section 1003 Money for Notes Payments to Be Held in Trust
	 	 	66	 
	Section 1004 Company Statement as to Compliance
	 	 	67	 
	Section 1005 Limitation on Liens
	 	 	67	 
	Section 1006 Sale and Leaseback Transactions
	 	 	68	 
	 
	 	 	 	 
	ARTICLE ELEVEN REDEMPTION OF NOTES
	 	 	68	 
	 
	 	 	 	 
	Section 1101 Applicability of Article
	 	 	68	 
	Section 1102 Election to Redeem; Notice to Trustee
	 	 	69	 
	Section 1103 Selection by Trustee of Notes to be Redeemed
	 	 	69	 
	Section 1104 Notice of Redemption
	 	 	69	 
	Section 1105 Deposit of Redemption Price
	 	 	70	 
	Section 1106 Notes Payable on Redemption Date
	 	 	70	 
	Section 1107 Notes Redeemed in Part
	 	 	71	 
	Section 1108 Repurchases on the Open Market
	 	 	71	 
	 
	 	 	 	 
	ARTICLE TWELVE MEETINGS OF HOLDERS OF NOTES
	 	 	71	 
	 
	 	 	 	 
	Section 1201 Purposes for Which Meetings May Be Called
	 	 	71	 
	Section 1202 Call, Notice and Place of Meetings
	 	 	71	 
	Section 1203 Persons Entitled to Vote at Meetings
	 	 	72	 
	Section 1204 Quorum; Action
	 	 	72	 
	Section 1205 Determination of Voting Rights; Conduct and Adjournment of Meetings
	 	 	73	 
	Section 1206 Counting Votes and Recording Action of Meetings
	 	 	73	 






iii









 






TABLE OF CONTENTS

(continued)




EXHIBITS




	 	 	 	 	 
	 	 	 	 	Page
	Exhibit A

	 	FORM OF NOTE	 	 
	Exhibit B

	 	FORM OF CERTIFICATE OF TRANSFER	 	 
	Exhibit C

	 	FORM OF CERTIFICATE OF EXCHANGE	 	 
	Exhibit D

	 	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED

INVESTOR	 	 






iv









 





     INDENTURE (the “Indenture”), dated as of April 5, 2007, between NORTHWEST PIPELINE
CORPORATION, a corporation existing under the laws of the State of Delaware (the
“Company”), and THE BANK OF NEW YORK, a New York banking corporation, duly organized and
validly existing under the laws of the State of New York, as trustee (the “Trustee”).



     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its 5.95% Senior Notes due 2017 (the “Notes”) and the
Company and the Trustee agree as follows for the benefit of each other and for the equal and
ratable benefit of the Holders (as defined) of the Notes.



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



     NOW, THEREFORE, THIS INDENTURE WITNESSETH:



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



ARTICLE ONE




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




Section 101 Definitions; Rules of Construction.



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



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



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



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



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



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













 






     (6) provisions apply to successive events and transactions;




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



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



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




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



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



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



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



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



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



     “Additional Notes” means additional Notes (other than the Initial Notes) issued under
this Indenture in accordance with Section 303, as part of the same series as the Initial Notes.



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



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



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



2









 





     “Attributable Debt” means, with respect to any Sale and Leaseback Transaction as of
any particular time, the present value discounted at the rate of interest implicit in the terms of
the lease of the obligations of the lessee under such lease for net rental payments during the
remaining term of the lease (including any period for which such lease has been extended or may, at
the Company’s option, be extended).



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



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



     “Board of Directors” means:



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



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



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



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



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



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



     “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.



3









 






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



     “Capital Stock”‘ means:



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




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



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



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



     “Clearstream” means Clearstream Banking, S.A.



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



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



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



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



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



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



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



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



4









 





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



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



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



     “Corporate Trust Office” means the office of the Trustee at which the corporate trust
business of the Trustee shall at any particular time be principally administered, which office at
the date of original execution of this Indenture is located 101 Barclay Street, Floor 21W, New
York, New York 10286, Attention: Global Corporate Trust.



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



     “Credit Agreement” means that certain Credit Agreement dated as of May 1, 2006 among
the Company, The Williams Companies, Inc., Transcontinental Gas Pipe Line Corporation, and Williams
Partners L.P., as Borrowers, Citibank, N.A., as Administrative Agent, and the other lenders party
thereto, including in each case any related notes, guarantees, collateral documents, instruments,
and agreements executed in connection therewith, and in each case as amended, restated, modified,
renewed, refunded, replaced, or refinanced from time to time.



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



     “Defaulted Interest” has the meaning specified in Section 307.



     “Definitive Note” means a certificated Note registered in the name of the Holder
thereof (other than a Depositary or its nominee) issued under this Indenture pursuant to Section
303 and Section 305, substantially in the form of Exhibit A hereto, except that such Note shall not
bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the
Global Note” attached thereto.



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



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



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



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



5









 





     “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section
305(6).



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



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



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



     “Global Note Legend” means the legend set forth in Section 203(2), which is required
to be placed on all Global Notes issued under this Indenture.



     “Global Notes” means a Note issued under this Indenture in global form, bearing the
legend set forth in Section 203(2) and deposited with, or on behalf of, and registered in the name
of, the Depositary or its nominee, substantially in the form of Exhibit A hereto, which bears the
Global Note Legend and has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto.



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



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



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



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



6









 





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



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



     “Indirect Participant” means an entity that, with respect to any Depositary, clears
through or maintains a direct or indirect, custodial relationship with a Participant.



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



     “interest,” means any interest specified in the Notes as being payable with respect to
the Notes and, when used with respect to a Note which provides for the payment of Additional
Interest pursuant to the Registration Rights Agreement, includes such Additional Interest.



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



     “Initial Notes” means the first $185,000,000 aggregate principal amount of Notes
issued under this Indenture on the date hereof.



     “Initial Purchasers” means, with respect to the Initial Notes, Greenwich Capital
Markets, Inc., Banc of America Securities LLC, Barclays Capital Inc., BOSC Inc., and WestLB AG with
respect to any Additional Notes, any purchasers of such Additional Notes from the Company pursuant
to Rule 144A or Regulation S.



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



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



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



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



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



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



7









 





     “Notes Register,” “Notes Registrar” and “Registrar” have the
respective meanings specified in Section 305.



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



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



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



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



     (1) any Note theretofore cancelled by the Trustee or accepted by the Trustee for cancellation
including Notes tendered and exchanged for other securities of the Company;



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



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



     (4) any such Note which has been paid pursuant to Section 306 or in exchange for or in lieu of
which other Notes have been authenticated and delivered pursuant to this Indenture, unless there
shall have been presented to the Trustee proof satisfactory to it that such Note is held by a bona
fide purchaser in whose hands such Note is a valid obligation of the Company;


provided, however, that in determining whether the Holders of the requisite principal amount of
Outstanding Notes have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or are present at a meeting of Holders of Notes for quorum purposes, Notes
owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such
other obligor, shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes which a
Responsible Officer actually knows to be so owned shall be so disregarded. Notes so




8









 










owned which
shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to
the satisfaction of a Responsible Officer (A) the pledgee’s right so to act with respect to such
Notes and (B) that the pledgee is not the Company or any other obligor upon the Notes or an
Affiliate of the Company or such other obligor.




     “Participant” means, with respect to the Depositary, a Person who has an account with
the Depositary.



     “Paying Agent” means any Person authorized by the Company to pay the principal of, or
any premium or interest on, or any Additional Interest with respect to, the Notes on behalf of the
Company.



     “Permitted Liens” means:



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



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



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



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



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



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



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




     (8) Liens existing on the date hereof;





9









 









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




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



     (11) Liens on and pledges of the Capital Stock of any Joint Venture owned by the Company or
any Subsidiary of the Company to the extent securing Indebtedness of such Joint Venture that is
non-recourse to the Company or any Subsidiary of the Company;



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



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



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



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




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



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



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



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



     “Predecessor Note” means every previous Note evidencing all or a portion of the same
indebtedness as that evidenced by such particular Note; and, for the purposes of this definition,
any Note authenticated and delivered under Section 306 in exchange for or in lieu of a lost,
destroyed, mutilated or stolen Note shall be deemed to evidence the same indebtedness as the lost,
destroyed, mutilated or stolen Note.



     “Private Placement Legend” means the legend set forth in Section 203(1)(A), to be
placed on all Notes issued under this Indenture except where otherwise permitted by the provisions
of this Indenture.



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



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



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



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



     “Reference Treasury Dealer” means (i) Greenwich Capital Markets, Inc. and its
successors, unless it ceases to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury
Dealer; and (ii) any other Primary Treasury Dealers selected by the Company.



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



     “Registered Note” means the Notes established pursuant to Section 201 which are
registered in the Note Register.



     “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
April 5, 2007, between the Company and the other parties named on the signature pages thereof, as
such agreement may be amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements between the Company and the other
parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.



11









 





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



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



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



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



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



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



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



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



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



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



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



     “Sale and Leaseback Transaction” means any arrangement with any Person providing for
the leasing by the Company or any of its Subsidiaries of any property that has been or is to be
sold or transferred by the Company or any such Subsidiary to such Person in contemplation of such
leasing.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.



     ‘‘Senior Debt’’ means:



     (1) all Indebtedness of the Company or any Subsidiaries of the Company outstanding under any
Credit Agreement;



12









 





     (2) any other Indebtedness of the Company or any Subsidiaries of the Company, unless the
instrument under which such Indebtedness is incurred expressly provides that it is subordinated in
right of payment to the Notes; and



     (3) all obligations with respect to the items listed in the preceding clauses (1) and (2).



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



     “Special Record Date” for the payment of any Defaulted Interest on any Registered Note
means a date fixed by the Trustee pursuant to Section 307.



     “Stated Maturity,” with respect to any Note or any installment of principal thereof or
interest thereon or any Additional Interest with respect thereto, means the date established by or
pursuant to this Indenture or such Notes as the fixed date on which the principal of such Notes or
such installment of principal or interest is, or such Additional Interest is, due and payable.



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



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



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



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



     “Trustee” means the 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 the Person who is then Trustee hereunder.



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



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



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



     “U.S. Depositary” or “Depositary” means, with respect to the Notes issuable or
issued in the form of one or more Global Notes, the Person designated as U.S. Depositary or
Depositary by the Company in or pursuant to this Indenture, which Person must be, to the extent
required by applicable law or regulation, a clearing agency registered under the Exchange Act and,
if so provided with respect to the Notes, any successor to such Person. The Company hereby
designates The Depository Trust Company as Depositary for the Notes.



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



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



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



Section 102 Compliance Certificates and Opinions.



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



     Every certificate or opinion with respect to compliance with a condition or covenant or
covenant provided for in this Indenture (other than a certificate delivered pursuant to Section
1004) shall include:



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



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



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



14









 





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



Section 103 Form of Documents Delivered to Trustee.



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



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



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



Section 104 Acts of Holders.



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



15









 




of the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and
(subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the
Company and any agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of the Notes shall be proved in the manner provided
in Section 1206.




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



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



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



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



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



16









 






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



Section 105 Notices, etc. to Trustee and Company.



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



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



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



Section 106 Notice to Holders of Notes; Waiver.



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



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders of Notes 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.



17









 





Section 107 Language of Notices.




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



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




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



          “indenture securities” means the Notes;




          “indenture security holder” means a Holder;




          “indenture to be qualified” means this Indenture;




          “indenture trustee” or “institutional trustee” means the Trustee; and




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




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



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



Section 109 Effect of Headings and Table of Contents.




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



Section 110 Successors and Assigns.




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



Section 111 Separability Clause.




     In case any provision in this Indenture or any Note 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.



18









 





Section 112 Benefits of Indenture.




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



Section 113 Governing Law.




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



Section 114 Legal Holidays.




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



Section 115 Counterparts.




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



Section 116 Limitation on Individual Liability.




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



19









 




in this
Indenture or in the Notes or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and the issuance of the
Notes.




ARTICLE TWO




NOTES FORMS




Section 201 Forms Generally.




     (1) General. The Notes will be substantially in the form of Exhibit A hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note
will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.



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



     (2) Global Notes. Notes issued in global form will be substantially in the form of Exhibit A
hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the
Global Note” attached thereto). Notes issued in definitive form will be substantially in the form
of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such
of the outstanding Notes as will be specified therein and each shall provide that it represents the
aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the custodian for the
Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 305. Notes offered and sold to a QIB in reliance on Rule 144A shall
be issued initially in the form of one or more 144A Global Notes and numbered from 1 upward with
the prefix “RA”, Notes offered and sold in reliance on Regulation S shall be issued initially in
the form of one or more Regulation S Global Notes and numbered from 1 upward with the prefix “RS”,
Notes offered and sold to Institutional Accredited Investors shall be issued initially in the form
of one or more IAI Global Notes and numbered from 1 upward with the prefix “IAI” and Exchange Notes
shall be issued initially in the form of one or more permanent Global Notes with the Global Legend
and numbered from 1 upward with the prefix “R”, which in each case shall be deposited with the
Trustee, as custodian for the Depositary (or with such other custodian as the Depositary may
direct), and registered in the name of the Depositary or a nominee of the Depositary, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Global Notes may from time to time be increased or decreased




20









 





by adjustments made on
the records of the Trustee and the Depositary or its nominee as hereinafter provided.




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



Section 202 Form of Trustee’s Certificate of Authentication.



     Subject to Section 612, the Trustee’s certificate of authentication shall be in substantially
the following form:



     This is one of the Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





Section 203 Legends on the Notes.



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



     (1) Private Placement Legend.




     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive
Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the
legend in substantially the following form:




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



21









 






HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”), (B) IT IS NOT A U.S. PERSON,
IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS
NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR
(C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “IAI”), (2) AGREES THAT IT WILL NOT,
WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF
RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT
ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY
BELIEVES IS A QIB
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) TO AN IAI
THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE
FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT
OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST
COMPLETE THE CERTIFICATE OF TRANSFER APPENDED TO THE INDENTURE REFERRED TO ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE.
AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING RESTRICTIONS.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to subparagraphs (2)(d), (3)(b), (3)(c), (4)(b), (4)(c), (5)(b), (5)(c) or (6) of



22









 






Section
305 (and all Notes issued in exchange therefor or substitution thereof) will not bear the
Private Placement Legend.



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


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 305 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 305(1) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY
BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“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 SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”




ARTICLE THREE




THE NOTES




Section 301 Amount Unlimited.




     The aggregate principal amount of Notes which may be authenticated and delivered under this
Indenture is unlimited. The initial aggregate principal amount of the Notes issued hereunder is
$185,000,000.



23









 





Section 302 Currency; Denominations.




     The principal of, any premium and interest on and any Additional Interest with respect to, the
Notes shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, the
Notes shall be issuable in registered form without coupons in denominations of $2,000 and any
integral multiples of $1,000 in excess thereof.



Section 303 Execution, Authentication, Delivery and Dating.




     The Notes shall be executed on behalf of the Company by its Chairman of the Board, one of its
Vice Chairmen, its President, its Treasurer, Assistant Treasurer, one of its Vice Presidents
or other person authorized by resolution of the Board of Directors of the Company. The
signature of any of these officers on the Notes may be manual or facsimile.



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



     At any time and from time to time after the execution and delivery of this Indenture, the
Company may, subject to the provisions of the Indenture, deliver Notes, including Additional Notes,
executed by the Company, to the Trustee for authentication and, the Trustee in accordance with the
Company Order and subject to the provisions hereof and of such Notes shall authenticate and deliver
such Notes.



     The Trustee shall not be required to authenticate such Notes if the issue of such Notes
pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the
Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.



     Each Registered Note shall be dated the date of its authentication.



     No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Note a certificate of authentication substantially in the
form provided for in Section 202 or Section 612 executed by or on behalf of the Trustee or by the
Authenticating Agent by the manual signature of one of its authorized officers. Such certificate
upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.



     Notwithstanding the foregoing, if any Note shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the
Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Note
shall be deemed never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.



24









 





Section 304 Temporary Notes.




     Pending the preparation of Definitive Notes, the Company may execute and deliver to the
Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided
in Section 303, temporary Notes in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of
the Definitive Notes in lieu of which they are issued, in registered form and with such appropriate
insertions, omissions, substitutions and other variations as the officers of the Company executing
such Notes may determine, as conclusively evidenced by their execution of such Notes. Such
temporary Notes may be in the form of Global Notes.



     Except in the case of temporary Global Notes, which shall be exchanged in accordance with the
provisions thereof, if temporary Notes are issued, the Company shall cause Definitive Notes to be
prepared without unreasonable delay. After the preparation of Definitive Notes containing terms
and provisions that are identical to those of any temporary Notes, such temporary Notes shall be
exchangeable for such Definitive Notes upon surrender of such temporary Notes at an Office or
Agency for such Notes, without charge to any Holder thereof. Upon surrender for cancellation of
any one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of authorized
denominations and containing identical terms and provisions. Unless otherwise provided in or
pursuant to this Indenture with respect to a temporary Global Note, until so exchanged the
temporary Notes shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.



Section 305 Registration, Transfer and Exchange.




     With respect to Registered Notes, the Company shall cause to be kept a register (herein
sometimes referred to as the “Notes Register”) at an Office or Agency in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the registration of
the Registered Notes and of transfers of the Registered Notes.



     Such Office or Agency shall be the “Notes Registrar” or “Registrar.” Unless
otherwise specified in or pursuant to this Indenture or the Notes, the Trustee shall be the initial
Notes Registrar for the Notes. The Company shall have the right to remove and replace from time to
time the Notes Registrar for the Notes; provided that no such removal or replacement shall be
effective until a successor Notes Registrar shall have been appointed by the Company and shall have
accepted such appointment by the Company. In the event that the Trustee shall not be or shall
cease to be Notes Registrar, it shall have the right to examine the Notes Register at all
reasonable times.



     (1) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. No Global Note will be exchanged
by the Company for a Definitive Note unless:



25









 






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




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




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



     Upon the occurrence of any of the preceding events in (a), (b) or (c) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 304 and 306. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 305 or Section 304 or 306, shall be authenticated and delivered in the
form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other
than as provided in this Section 305, however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 305(2), (3) or (6).



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



     (a) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Private Placement Legend; provided, however, that prior to the expiration of the
Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be
made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No
written orders or instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 305(2)(a).



     (b) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection
with all transfers and exchanges of beneficial interests that are not subject to Section 305(2)(a)
above, the transferor of such beneficial interest must deliver to the Registrar either:



          (i) both:




26









 









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




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



     (ii) both:



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



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


Upon consummation of an Exchange Offer by the Company in accordance with the Registration Rights
Agreement, the requirements of this Section 305(2)(b) shall be deemed to have been satisfied upon
receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by
the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all
of the requirements for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes, the Trustee shall adjust the principal amount of the relevant Global
Note(s) pursuant to Section 201(2).




     (c) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest
in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form
of a beneficial interest in another Restricted Global Note if the transfer complies with the
requirements of Section 305(2)(b) above and the Registrar receives the following:



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



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



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



     (d) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note. A beneficial interest in any Restricted



27









 







Global Note may
be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the requirements of Section
305(2)(b) above and:



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



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



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



     (4) the Registrar receives the following:




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




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




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



     If any such transfer is effected pursuant to subparagraph (b) or (d) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a
Company Order, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of beneficial interests transferred
pursuant to subparagraph (b) or (d) above.



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



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



28









 






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




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




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




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




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




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




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




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


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 201(2), and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 305(3) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial




29









 







interest in a Restricted Global Note pursuant to this Section 305(3)(a) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained therein.





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




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




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




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




          (iv) the Registrar receives the following:




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




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



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





     (c) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.
If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction
of the conditions set forth in Section 305(2)(b), the Trustee will cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly pursuant to Section
201(2), and the Company will execute and the Trustee



30









 






will authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section
305(3)(c) will be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through instructions to the
Registrar from or through the Depositary and the Participant or Indirect Participant. The
Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to
this Section 305(3)(c) will not bear the Private Placement Legend.



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




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




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




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




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




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




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




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



31









 






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




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



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




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




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




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




     (iv) the Registrar receives the following:




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




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




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



     Upon satisfaction of the conditions of any of the subparagraphs in this Section 305(4)(b), the
Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.



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



     If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (b)(ii), (b)(iv) or (c) above at a time when an Unrestricted Global Note
has not yet been issued, the Company will issue and, upon receipt of a Company Order, the
Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the principal amount of Definitive Notes so transferred.



     (5) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder
of Definitive Notes and such Holder’s compliance with the provisions of this Section 305(5), the
Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in
writing. In addition, the requesting Holder must provide any additional certifications, documents
and information, as applicable, required pursuant to the following provisions of this Section
305(5).




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




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




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




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




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



33









 






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




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




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




           (iv) the Registrar receives the following:




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




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



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




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



     (6) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company will issue and, upon receipt of a Company Order, the
Trustee will authenticate:




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



34









 






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



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



     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid and
legally binding obligations of the Company evidencing the same debt and entitling the Holders
thereof to the same benefits under this Indenture as the Notes surrendered upon such registration
of transfer or exchange.



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



     No service charge shall be made for any registration of transfer or exchange, or redemption of
Notes, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge and any other expenses (including fees and expenses of the Trustee) that may be
imposed in connection with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Sections 304, 306, 905 and 1107 not involving any transfer.



     Except as otherwise provided in or pursuant to this Indenture, the Company shall not be
required (i) to issue, register the transfer of or exchange any Notes during a period beginning at
the opening of business 15 days before the day of selection of Notes of like tenor under Section
1103 for redemption and ending at the close of business on the day of such selection, (ii) to
register the transfer of or exchange any Registered Note so selected for redemption in whole or in
part, except in the case of any Note to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to issue, register the transfer of or exchange any Note which, in accordance
with its terms, has been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Note not to be so repaid.



     The Registrar shall retain copies of all certificates, notices and other written
communications received pursuant to this Section 305. The Company shall have the right to inspect
and make copies of all such certificates, notices or other written communications at any reasonable
time upon the giving of reasonable written notice to the Registrar.



35









 





     All certifications and certificates required to be submitted to the Registrar pursuant to this
Section 305 to effect a registration of transfer or exchange may be submitted by facsimile, with an
original of such document to be sent promptly thereafter.



Section 306 Mutilated, Destroyed, Lost and Stolen Notes.




     If any mutilated Note is surrendered to the Trustee, subject to the provisions of this Section
306, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor
a new Note containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding.



     If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required
by them to save each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or to a Responsible Officer that such Note has been acquired by a bona fide
purchaser, the Company shall execute and, upon the Company’s request the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such destroyed, lost or stolen Note, a new Note
containing identical terms and of like principal amount and bearing a number not contemporaneously
outstanding.



     Notwithstanding the foregoing provisions of this Section 306, in case any mutilated,
destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Note, pay such Note.



     Upon the issuance of any new Note 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 Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note
shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen
Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture.



     The provisions of this Section, as amended or supplemented pursuant to this Indenture shall be
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.



     Section 307 Payment of Interest and Additional Interest; Rights to Interest and Additional Interest
Preserved.



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



36









 





     Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional
Interest with respect to, any Registered Note which shall be payable, but shall not be punctually
paid or duly provided for, on any Interest Payment Date for such Registered Note (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may
be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:



     (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose
name such Registered Note (or a Predecessor Note thereof) shall be 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 such Registered Note 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 on or prior to the date of the
proposed payment, such money when so deposited to be held in trust for the benefit of the Person
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 mailed, first-class postage prepaid, to the Holder of such Registered Note (or a
Predecessor Note thereof) at his address as it appears in the Note Register not less than 10 days
prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the
expense of the Company, cause a similar notice to be published at least once in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such
publication shall not be a condition precedent to the establishment of such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Note (or a Predecessor Note thereof) shall be registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (2).



     (2) The Company may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes 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 payment shall be deemed practicable
by the Trustee.



     Unless otherwise provided in or pursuant to this Indenture or the Notes, at the option of the
Company, interest on Registered Notes may be paid by wire transfer in immediately available funds
if the Holder of the Registered Note has provided to the Company and the Trustee wire instructions
at least five Business Days prior to the applicable payment date or by check mailed to the address
of that Holder as it appears on the books of the Notes Registrar if that Holder has not provided
wire instructions; provided that any payment of principal (or



37









 







premium, if any) in respect of any
Note will be made only upon presentation and surrender of such Note at the applicable Office or
Agency.



     Subject to the foregoing provisions of this Section and Section 305 hereto, each Note
delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of
any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note.



Section 308 Persons Deemed Owners.




     Prior to due presentment of a Registered Note for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name
such Registered Note is registered in the Notes Register as the owner of such Registered Note
for the purpose of receiving payment of principal of, any premium and (subject to Section 305 and
Section 307) interest on and any Additional Interest with respect to, such Registered Note and for
all other purposes whatsoever, whether or not any payment with respect to such Registered Note
shall be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.



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



Section 309 Cancellation.




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



Section 310 Computation of Interest.




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



38









 







Section 311 CUSIP and ISIN Numbers.




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



ARTICLE FOUR




SATISFACTION AND DISCHARGE OF INDENTURE




Section 401 Satisfaction and Discharge.




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



     (1) either




          (a) all Notes theretofore authenticated and delivered have been accepted by the Trustee for
cancellation (other than (i) Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii) Notes the payment of money for which has
theretofore been deposited in trust or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as provided in Section 1003); or




          (b) all Notes not theretofore delivered to the Trustee for cancellation:




          (i) have become due and payable, or




          (ii) will become due and payable at their Stated Maturity within one year, or




          (iii) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,




          and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for such purpose, (x) money in an amount or (y)
Government Obligations that through the payment of interest and principal in respect thereof in
accordance with their terms will provide, not later than one day before the due date of any
payment, in the opinion of a nationally recognized Independent Registered Public Accounting Firm
expressed in a written certification thereof delivered to the Trustee, money in the amount, or (z)
a combination of (x) and (y) in an amount in the currency in which the Notes are payable



39









 








sufficient
to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee
for cancellation, including the principal of, any premium and interest on, and any Additional
Interest with respect to such Notes then determinable, to the date of such deposit (in the case of
Notes which have become due and payable) or to the Maturity thereof, as the case may be;




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



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



     Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the
Company to the Trustee under Section 607, the obligations of the Trustee under Section 403, if
money, Government Obligations or a combination thereof shall have been deposited with the Trustee
pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the
Trustee with respect to the Notes under Section 304, Section 305, Section 306, Section 1002 and
Section 1003, and the obligations of the Company with respect to the payment of Additional
Interest, if any, with respect to the Notes as contemplated by the Registration Rights Agreement
(but only to the extent that the Additional Interest payable with respect to the Notes exceed the
amount deposited in respect of such Additional Interest pursuant to Section 401(1)(b)) shall
survive such satisfaction and discharge.



Section 402 Defeasance and Covenant Defeasance.




     (1) The Company may at its option by Board Resolution, at any time, with respect to the Notes,
elect to have Section 402(2) or Section 402(3) be applied to such Outstanding Notes upon compliance
with the conditions set forth below in this Section 402.



     (2) Upon the Company’s exercise of the above option applicable to this Section 402(2) with
respect to the Notes, the Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Notes on the date the conditions set forth in clause (4) of this
Section 402 are satisfied (hereinafter, “defeasance”). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire indebtedness represented by
such Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes
of the Sections of this Indenture referred to in clauses (i) and (ii) below, and to have satisfied
all of its other obligations under the Notes and this Indenture (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: (i) the rights of Holders
of such Outstanding Notes to receive, solely from the trust fund described in clause (4) of this
Section 402 and as more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on, and Additional Interest, if any, with respect to
the Notes when such payments are due, (ii) the obligations of the Company and the Trustee with
respect to the Notes under Section 304, Section 305, Section 306, Section 1002 and Section 1003 and
the obligations of the Company with respect to the payment of Additional Interest, if any, on the
Notes as



40









 







contemplated by the Registration Rights Agreement (but only to the extent that the
Additional Interest payable with respect to the Notes exceed the amount deposited in respect of
such Additional Interest pursuant to Section 402(4)(a) below), (iii) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (iv) this Section 402. The Company may exercise
its option under this Section 402(2) notwithstanding the prior exercise of its option under clause
(3) of this Section 402 with respect to the Notes.



     (3) Upon the Company’s exercise of the above option applicable to this Section 402(3) with
respect to the Notes, the Company shall be released from its obligations to comply with any term,
provision or condition under Section 801, Section 1005 and Section 1006 and after the date the
conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, “covenant
defeasance”), and the Notes shall thereafter be deemed to be not “Outstanding” for the purposes of
any direction, waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for
all other purposes hereunder. For this purpose, such covenant defeasance means that, with respect
to such Outstanding Notes, the Company may omit to comply with, and shall have no liability in
respect of, any term, condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any covenant or by reason of reference
in any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section 501(3) or otherwise, as
the case may be, insofar as it relates to Section 801, Section 1005 or Section 1006, but, except as
specified above, the remainder of this Indenture and the Notes shall be unaffected thereby;
provided that the obligations of the Company with respect to the payment of Additional Interest, if
any, on the Notes as contemplated by the Registration Rights Agreement shall remain unsatisfied
only to the extent that the Additional Interest payable with respect to the Notes exceed the amount
deposited in respect of such Additional Interest pursuant to Section 402(4)(a) below; provided,
further, that notwithstanding a covenant defeasance with respect to Section 801, any Person to whom
a sale, assignment, transfer, lease, conveyance or other disposition is made pursuant to Section
801, shall as a condition to such sale, assignment, transfer, lease, conveyance or other
disposition, assume by an indenture supplemental hereto in form satisfactory to the Trustee,
executed by such successor Person and delivered to the Trustee, the obligations of the Company to
the Trustee under Section 607 and the second to the last paragraph of Section 402.



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




     (a) The Company shall irrevocably have deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of the Holders of
the Notes, (1) an amount in Dollars or (2) Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment of principal
of (and premium, if any) and interest, if any, on the Notes, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without consideration of any
reinvestment of such principal and interest, in the opinion of a nationally recognized
Independent Registered Public Accounting Firm expressed in a written certification



41









 






thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to
pay and discharge the principal of (and premium, if any) and interest or Additional Interest
then determinable, if any, on such Outstanding Notes at the Maturity of such principal or
installment of principal or interest, provided that the Company shall specify whether such
Outstanding Notes are being defeased to Stated Maturity or to the Redemption Date.




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




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




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




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




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



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





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




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




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



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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 Government Obligations deposited pursuant to this Section 402 or the
principal or interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of such Outstanding Notes.



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



Section 403 Application of Trust Money.




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



ARTICLE FIVE




REMEDIES




Section 501 Events of Default.




     “Event of Default,” 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):



     (1) default in the payment of any interest on or any Additional Interest in respect of any
Notes when the interest or the Additional Interest becomes due and payable, and continuance of such
default for a period of 30 days;



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



     (3) failure on the part of the Company duly to observe or perform any other of the covenants
or agreements (other than those described in clause (1) or (2) above) on the part of the Company
contained in this Indenture and such failure shall continue for a period of 60 days after the date
on which written notice of such failure, requiring the same to be remedied and stating



43









 







that such
notice is a “Notice of Default” shall have been given to the Company by the Trustee, upon direction
of Holders of at least 25% in principal amount of the Outstanding Notes; provided, however, that if
such failure is not capable of remedy within such 60-day period, such
60-day period shall be extended by an additional 60 days so long as (i) such failure is
subject to cure, and (ii) the Company is using all commercially reasonable efforts to cure such
failure; and provided, further, that a failure to comply with any such other agreement in this
Indenture that results from a change in GAAP shall not be deemed to be an Event of Default;



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



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



Section 502 Acceleration of Maturity; Rescission and Annulment.




     If an Event of Default specified in clause (4) or (5) of the definition thereof above occurs,
the principal of all Notes shall automatically become due and payable, anything contained in this
Indenture to the contrary notwithstanding. If (a) upon the occurrence and continuance of an Event
of Default specified in clause (1) or (2) of the definition thereof, the Company and the Trustee
receive notice in writing that Holders of not less than 25%, or (b) upon the occurrence and
continuance of any other Event of Default other than an Event of Default specified in clause (1),
(2), (4) and (5) of the definition thereof, the Company and the Trustee receive notice in writing
that Holders of not less than a majority in aggregate principal amount of the Outstanding Notes
have declared the principal of the Notes to be due and payable immediately, then upon any such
declaration the same shall become and shall be immediately due and payable, anything contained in
this Indenture to the contrary notwithstanding.



     At any time after a declaration of acceleration or automatic acceleration with respect to the
Notes has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereafter in this Article provided, the Holders of not less than a



44









 







majority in principal amount of the Outstanding Notes, by written notice to the Company and
the Trustee, may rescind and annul the declaration or automatic acceleration and its consequences
if:



     (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay (i)
all overdue installments of interest on the Notes and any Additional Interest payable with respect
thereto, (ii) the principal of and any premium on the Notes which have become due otherwise than by
the declaration of acceleration or automatic acceleration and interest thereon and any Additional
Interest with respect thereto at the rate or rates borne by or provided in the Notes, (iii)
interest upon overdue interest at the rate or rates prescribed therefor in the Notes 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



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



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




     The Company covenants that if:



     (1) default is made in the payment of any installment of interest on any Notes, or any
Additional Interest payable with respect thereto, when such interest or Additional Interest shall
have become due and payable and such default continues for 30 days; or



     (2) default is made in the payment of any principal of or premium, if any, on, or any
Additional Interest payable in respect of any principal of or premium, if any, on any Notes at
their Maturity;



     the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders
of the Notes, the whole amount of money then due and payable with respect to the Notes, with
interest upon the overdue principal, any premium and, to the extent that payment of such interest
shall be legally enforceable, upon any overdue installments of interest and Additional Interest at
the rate or rates borne by or provided for in the Notes, and, in addition thereto, such further
amount of money as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and all other amounts due to the Trustee under Section 607.



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



     If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may,
and if (a) an Event of Default specified in clause (1), (2), (4) or (5) of the definition thereof




45










 






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




Section 504 Trustee May File Proofs of Claim.




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



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



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



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of Notes to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Notes, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any
other amounts due the Trustee under Section 607.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder of Notes any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder of Notes in any such proceeding.



Section 505 Trustee May Enforce Claims without Possession of Notes.




     All rights of action and claims under this Indenture or the Notes may be prosecuted and
enforced by the Trustee without the possession of any of Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in



46









 







its own name as trustee of an express trust, and any recovery or judgment, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, shall be for the ratable benefit of each and every Holder of Notes in respect
of which such judgment has been recovered.



Section 506 Application of Money Collected.




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



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



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



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



Section 507 Limitations on Suits.




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



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



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



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



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



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



47









 




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



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




     Notwithstanding any other provision in this Indenture, any Holder of Notes shall have the
right, which is absolute and unconditional, to receive payment of the principal of, any premium and
(subject to Section 305 and Section 307) interest on, and any Additional Interest with respect to
the Notes, on the Stated Maturity therefor (or, in the case of redemption, on the Redemption Date
or, in the case of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such Holder.



Section 509 Restoration of Rights and Remedies.




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



Section 510 Rights and Remedies Cumulative.




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



Section 511 Delay or Omission Not Waiver.




     No delay or omission of the Trustee or of any Holder of Notes 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 any Holder of Notes may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by such Holder, as the case may be.



48









 





Section 512 Control by Holders of Notes.




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



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



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



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



     Section 513 Waiver of Past Defaults.



     The Holders of not less than a majority in principal amount of the Outstanding Notes on behalf
of the Holders of all the Notes may waive any past default hereunder and its consequences, except a
default



     (1) in the payment of the principal of, any premium or interest on, or any Additional Interest
with respect to the Notes, or



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



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



Section 514 Waiver of Stay or Extension Laws.




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



Section 515 Undertaking for Costs.




     All parties to this Indenture agree, and each Holder of Notes 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



49









 







any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in principal amount of Outstanding Notes, or to any suit instituted by any Holder for
the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on or
Additional Interest, if any, with respect to any Notes on or after the Stated Maturity expressed in
the Notes (or, in the case of redemption, on or after the Redemption Date, and, in the case of
repayment, on or after the date for repayment).



ARTICLE SIX




THE TRUSTEE




Section 601 Certain Duties and Responsibilities.




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



Section 602 Certain Rights of Trustee.




     Subject to the provisions of Section 601:



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



     (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Request or a Company Order (in each case, other than delivery of any Notes to the
Trustee for authentication and delivery pursuant to Section 303 which shall be



50









 







sufficiently
evidenced as provided therein) and any resolution of the Board of Directors of the Company may be
sufficiently evidenced by a Board Resolution;



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



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



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



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



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



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



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



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



51









 







action taken,
suffered or omitted or any such act, the Trustee was negligent, acted in bad faith or engaged in
willful misconduct;



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



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



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



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



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



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



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



Section 603 Notice of Defaults.




     Within 90 days after the occurrence of any default hereunder of which a Responsible Officer
has actual knowledge with respect to the Notes, the Trustee shall give the Holders of Notes
entitled to receive reports pursuant to Section 703, notice of such default hereunder actually
known to a Responsible Officer, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal of (or



52









 







premium, if
any), or interest, if any, on, or Additional Interest with respect to any Notes, the Trustee shall
be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers in good faith determine
that the withholding of such notice is in the best interest of the Holders of Notes; and provided,
further, that in the case of any default of the character specified in Section 501(3), no such
notice to Holders shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default.



Section 604 Not Responsible for Recitals or Issuance of the Notes.




     The recitals contained herein and in the Notes, except the Trustee’s certificate of
authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity, sufficiency or priority of this Indenture or of the Notes.
Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Notes or the proceeds thereof. Except with respect to the authentication of the
Notes pursuant to Section 303, the Trustee shall not be responsible for the legality or the
validity of this Indenture or any Notes issued hereunder.



Section 605 May Hold Notes.




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



Section 606 Money Held in Trust.




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



Section 607 Compensation and Reimbursement.




     The Company agrees:



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



     (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture arising out of or in connection with the acceptance
or administration of the trust or trusts hereunder (including the reasonable



53









 







compensation and the
expenses and disbursements of its agents and counsel), except any such expense, disbursement or
advance as may be caused by the Trustee’s own negligence or willful misconduct; and



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



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



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



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



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



Section 608 Corporate Trustee Required; Eligibility; Conflicting Interests.




     There shall at all times be a Trustee hereunder that is a Corporation or a national banking
association, organized and doing business under the laws of the United States of America, any



54









 







state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to
act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of
at least $50,000,000 subject to supervision or examination by Federal or state authority. If at
any time the Trustee shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.



     If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.
To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under the Indenture dated as of March 4, 2003 between the Company and
the Trustee, the Senior Indenture dated as of December 8, 1997 between the Company and the Trustee,
the Senior Indenture dated as of November 30, 1995 between the Company and the Trustee, the Senior
Indenture dated as of August 1, 1992 between the Company and the Trustee and the Indenture dated as
of June 22, 2006 between the Company and the Trustee.



Section 609 Resignation and Removal; Appointment of Successor.




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



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



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



     (4) If at any time:




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




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



55









 






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




then, in any such case,




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





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



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



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



Section 610 Acceptance of Appointment by Successor.




     (1) Upon the appointment hereunder of any successor Trustee, such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the
retiring Trustee; but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section



56









 








1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held
by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in
Section 607.



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



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



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




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



Section 612 Appointment of Authenticating Agent.




     The Trustee may appoint one or more Authenticating Agents acceptable to the Company which
shall be authorized to act on behalf of the Trustee to authenticate the Notes issued upon original
issue, exchange, registration of transfer, partial redemption or partial repayment or pursuant to
Section 306, and the Notes so authenticated shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery of the Notes by the
Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.



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



57









 







time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in this Section.



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



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



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



     The provisions of Section 303, Section 601, Section 604 and Section 605 shall be applicable to
each Authenticating Agent.



     If an Authenticating Agent is appointed pursuant to this Section, the Notes may have endorsed
thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate
certificate of authentication in substantially the following form:



     This is one of the Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

As Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	As Authenticating Agent	 	 






58









 







	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 	 	 





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



ARTICLE SEVEN




HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY




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




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



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



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



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



Section 702 Preservation of Information; Communications to Holders.




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



     Every Holder of Notes, by receiving and holding the same, agrees with the Company and the
Trustee that neither the Company, the Trustee, any Paying Agent or any Notes Registrar shall be
held accountable by reason of the disclosure of any such information as to the names and addresses
of the Holders of Notes 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.



59









 





Section 703 Reports by Trustee.




     (1) Within 60 days after May 15 of each year commencing with the first May 15 following the
first issuance of the Notes pursuant to Section 301, if required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such May 15 with respect to any of the events specified in said Section
313(a) which may have occurred since the later of the immediately preceding May 15 and the date of
this Indenture.



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



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



Section 704 Reports by Company.





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




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




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




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



60









 





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



ARTICLE EIGHT




CONSOLIDATION, MERGER AND SALES




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




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



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



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



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



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



Section 802 Successor Person Substituted for Company.




     Upon any consolidation by the Company with or merger of the Company into any other Person or
Persons where the Company is not the survivor or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the properties and assets of the Company and
the properties and assets of its Subsidiaries (taken as a whole) to any Person or Persons in
accordance with Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such sale, assignment, transfer, lease, conveyance



61









 







or other
disposition is made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such successor Person had
been named as the Company herein; and thereafter, except in the case of a lease, the predecessor
Person shall be released from all obligations and covenants under this Indenture and the Notes.



ARTICLE NINE




SUPPLEMENTAL INDENTURES




Section 901 Supplemental Indentures without Consent of Holders.




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



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



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



     (3) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee; or



     (4) to cure any ambiguity or defect, to correct or supplement any provision herein which may
be inconsistent with any other provision herein, to conform the text of this Indenture or the Notes
to any provision of the “Description of Notes” section of the Company’s Offering Memorandum dated
April 2, 2007, relating to the initial offering of the Notes, to the extent that such provision in
the “Description of Notes” was intended to be a verbatim recitation of a provision of this
Indenture or the Notes or to make any other provisions with respect to matters or questions arising
under this Indenture; provided that no such action pursuant to this clause (4) shall adversely
affect the interests of any Holder in any material respect; or



     (5) to add to, delete from or revise the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of the Notes; or



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



62









 





     (7) to amend or supplement any of the provisions of this Indenture to such extent as shall be
necessary to permit or facilitate the defeasance and discharge of the Notes; provided that any such
action shall not adversely affect the interests of any Holder in any material respect; or



     (8) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes
any property or assets; or



     (9) to secure the Notes pursuant to the requirements of Section 1005; or



     (10) to provide for Definitive Notes in addition to, or in place of, Global Notes; or



     (11) to qualify this Indenture under the Trust Indenture Act.



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



Section 902 Supplemental Indentures With Consent of Holders.




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



     (1) change the Stated Maturity of the principal of, or any premium or installment of interest
on or any Additional Interest with respect to, any Notes, reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon or any Additional Interest with
respect thereto, or reduce any premium payable upon the redemption thereof or otherwise, change the
redemption provisions or adversely affect the right of repayment at the option of the Holders (if
any) or change the Place of Payment for any Note or the currency in which the principal of, or any
premium, or interest on, or any Additional Interest, with respect to any Note is payable, or impair
or affect the right of any Holder to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date
or, in the case of repayment at the option of the Holder, on or after the date for repayment); or



     (2) reduce the percentage in principal amount of Outstanding Notes whose Holders’ consent is
required for any such amendment, supplemental indenture or waiver of certain defaults hereunder and
their consequences or reduce the requirements of Section 1204 for quorum for voting; or



63









 





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



     It shall not be necessary for any Act of Holders of Notes 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.



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



Section 903 Execution of Supplemental Indentures.




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



Section 904 Effect of Supplemental Indentures.




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



Section 905 Reference in Notes to Supplemental Indentures.




     Notes 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 Notes 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 Notes.



Section 906 Conformity with Trust Indenture Act.




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



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Section 907 Notice of Supplemental Indenture.




     Promptly after the execution by the Company and the Trustee of any supplemental indenture
pursuant to Section 903, the Company shall transmit to the Holders of Outstanding Notes affected
thereby a notice setting forth the substance of such supplemental indenture; provided, that any
failure to provide, or any defect in any such notice, shall not impair the validity of any such
supplemental indenture.



ARTICLE TEN




COVENANTS




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




     The Company covenants and agrees for the benefit of the Holders of the Notes that it will duly
and punctually pay the principal of, any premium and interest on and any Additional Interest with
respect to, the Notes in accordance with the terms thereof and this Indenture.



Section 1002 Maintenance of Office or Agency.




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



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



     Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates as
the Place of Payment for the Notes the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of The Bank of New York located at 101 Barclay Street, Floor
21W, New York, New York, 10286, Attention: Global Corporate Trust, as the Office or Agency of the
Company in the Borough of Manhattan, The City of New York for the above purposes. The Company may
subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New
York.



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




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



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



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



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



     (2) give the Trustee notice of any default by the Company (or any other obligor upon the
Notes) in the making of any payment of principal, any premium or interest on or any Additional
Interest with respect to the Notes; and



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



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



     Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any
premium or interest on or any Additional Interest with respect to the Notes and remaining unclaimed
for two years after such principal or any such premium or interest or any such Additional Interest
shall have become due and payable shall be paid to the Company on Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of Notes 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,



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however, that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of the Company either
cause to be published once, in an Authorized Newspaper in each Place of Payment, or may cause to be
mailed once to Holders of Registered Notes, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication or mailing nor later than two years after such principal and any premium or interest or
Additional Interest shall have become due and payable, any unclaimed balance of such money then
remaining will be repaid to the Company.



Section 1004 Company Statement as to Compliance.




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




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




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



     (2) The Trustee shall have no duty to monitor the Company’s compliance with the covenants
contained in this Indenture other than to receive written notices described in Section 1004(1).



Section 1005 Limitation on Liens.




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



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



67









 





Section 1006 Sale and Leaseback Transactions.




     The Company will not, and will not permit any of its Subsidiaries to, enter into any Sale and
Leaseback Transaction with any person (other than the Company or any of its Subsidiaries) unless:



     (1) such Sale and Leaseback Transaction occurs within one year from the date of completion of
the acquisition of the property subject thereto or the date of the completion of construction,
development, or substantial repair or improvement, or commencement of full operations on such
property, whichever is later; or



     (2) the Sale and Leaseback Transaction involves a lease for a period, including renewals, of
not more than three years; or



     (3) the Company or any such Subsidiary would be entitled under Section 1005 to incur a Lien
securing indebtedness, in a principal amount equal to or exceeding the Attributable Debt from such
Sale and Leaseback Transaction, without equally and ratably securing the Notes; or



     (4) the Company or any such Subsidiary, within a one-year period after such Sale and Leaseback
Transaction, applies or causes to be applied an amount not less than the Attributable Debt from
such Sale and Leaseback Transaction to (a) the permanent prepayment, repayment, redemption,
reduction, or retirement of any of the Company’s or its Subsidiaries’ Senior Debt that is owed to
any Person other than an Affiliate of the Company, or (b) the expenditure or expenditures for
property used or to be used in the ordinary course of the Company’s business or the business of any
Subsidiary of the Company.



     Notwithstanding the preceding, the Company may, and may permit any of its Subsidiaries to,
effect any Sale and Leaseback Transaction that is not excepted by clauses (1) through (4),
inclusive, of the preceding paragraph, if the Attributable Debt from such Sale and Leaseback
Transaction, together with the aggregate principal amount of outstanding Indebtedness (other than
the Notes) secured by Liens (other than Liens permitted under the covenant described in Section
1005 hereto) and the aggregate amount of Attributable Debt deemed to be outstanding in respect of
all other Sale and Leaseback Transactions (excluding those otherwise permitted by clauses (1)
through (4), inclusive, of the preceding paragraph), does not exceed 15% of Consolidated Net
Tangible Assets.



ARTICLE ELEVEN




REDEMPTION OF NOTES




Section 1101 Applicability of Article.




     The Notes may be redeemed, in whole or in part, at the option of the Company pursuant to the
terms set forth in the Notes.



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Section 1102 Election to Redeem; Notice to Trustee.




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



Section 1103 Selection by Trustee of Notes to be Redeemed.




     If less than all of the Notes are to be redeemed, the particular Notes to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Notes not previously called for redemption on a pro rata basis or by lot (whichever is consistent
with the Trustee’s customary practice); provided, however, that no such partial redemption shall
reduce the portion of the principal amount of a Registered Notes not redeemed to less than the
minimum denomination for a Note established herein or pursuant hereto.



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



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



Section 1104 Notice of Redemption.




     Notice of redemption shall be given in the manner provided in Section 106, not less than 30
nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the
Notes to be redeemed, to the Holders of Notes to be redeemed. Failure to give notice by mailing in
the manner herein provided to the Holder of any Registered Note 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 Notes or portion thereof.



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



     All notices of redemption shall state:



     (1) the Redemption Date,



69









 





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



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



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



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



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



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



     A notice of redemption given as contemplated by Section 1104 need not identify particular
Registered Notes to be redeemed.



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



Section 1105 Deposit of Redemption Price.




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



Section 1106 Notes Payable on Redemption Date.




     Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein specified, and from and
after such date (unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption
Price, together with any accrued interest and Additional Interest to the Redemption Date; provided,
however, that, except as otherwise specified in or pursuant to this



70









 







Indenture or the Registered
Notes, installments of interest on Registered Notes whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes,
registered as such at the close of business on the Regular Record Dates therefor according to their
terms and the provisions of Section 307.



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



Section 1107 Notes Redeemed in Part.




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



Section 1108 Repurchases on the Open Market.




     The Company or any Affiliate of the Company may at any time or from time to time repurchase
any of the Notes in the open market or otherwise. Such Notes will not be resold by the Company or
any of its Affiliates unless such resale is in a transaction registered under the Securities Act.



ARTICLE TWELVE




MEETINGS OF HOLDERS OF NOTES




Section 1201 Purposes for Which Meetings May Be Called.




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



Section 1202 Call, Notice and Place of Meetings.




     (1) The Trustee may at any time call a meeting of Holders of Notes for any purpose specified
in Section 1201, to be held at such time and at such place in the Borough of Manhattan, The City of
New York. Notice of every meeting of Holders of Notes, setting forth the time and



71









 







the place of
such meeting and in general terms the action proposed to be taken at such meeting, shall be given,
in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date
fixed for the meeting.



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



Section 1203 Persons Entitled to Vote at Meetings.




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



Section 1204 Quorum; Action.




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



     Except as limited by the proviso to Section 902, any resolution presented to a meeting or
adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by
the affirmative vote of the Holders of a majority in principal amount of the Outstanding



72









 







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



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



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




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



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



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



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



Section 1206 Counting Votes and Recording Action of Meetings.




     The vote upon any resolution submitted to any meeting of Holders of Notes shall be by written
ballots on which shall be subscribed the signatures of the Holders of Notes or of their



73









 








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


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




74









 








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



	 	 	 	 	 	 	 
	 	 	NORTHWEST PIPELINE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard D. Rodekohr	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Richard D. Rodekohr

Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joanne Adamis	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Joanne Adamis

Title: Vice President	 	 







 









 





EXHIBIT A




[Face of Note]



 




CUSIP____________




ISIN______________




5.95% Senior Note due 2017




			
	

No. ___
	 	$                    






NORTHWEST PIPELINE CORPORATION




promises to pay to            or registered assigns,




	 	 	 
	the principal sum of
	 	 
	 

	 	 





DOLLARS [or such
greater or lesser amount as is indicated on the Schedule of Exchanges of Interests in the Global
Note attached hereto]* on April 15, 2017.




Interest Payment Dates: April 15 and October 15




Regular Record Dates: April 1 and October 1 (whether or not a Business Day)




Dated:                     




	 	 	 	 	 
	 	NORTHWEST PIPELINE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


This is one of the Notes referred to

in the within-mentioned Indenture.




THE BANK OF NEW YORK

  as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory
	 	 





 






 




			
	*	 	Insert in Global Notes




A - 1









 










FORM OF REVERSE OF

SENIOR NOTE DUE 2017




NORTHWEST PIPELINE CORPORATION

5.95% Senior Note due 2017




1. GENERAL, INTEREST, METHOD OF PAYMENT, AGENTS



This Note has been duly authorized by Northwest Pipeline Corporation (the “Company”) and
has been issued under an Indenture, dated as of April 5, 2007 (the “Indenture”), between
the Company and The Bank of New York, as trustee (the “Trustee,” which term includes any
successor trustee under the Indenture), to which Indenture reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. Terms defined in the Indenture which are not defined herein are used
with the meanings assigned to them in the Indenture.




     The Company promises to pay interest on the principal amount of this Note at the rate of 5.95%
per annum from April 5, 2007 until maturity. The Company will pay interest semiannually on April
15 and October 15 of each year (each an “Interest Payment Date”). Interest on the Notes will
accrue from the most recent Interest Payment Date on which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from April 5, 2007; provided that if
there is no existing default in the payment of interest, and if this Note is authenticated between
a regular record date set forth on the face hereof (each a “Regular Record Date”) and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be October 15, 2007 and
interest accrued from April 5, 2007 shall be payable on such date. Further, the Company shall pay
interest on overdue principal and premium, if any, from time to time on demand at a rate equal to
the interest rate then in effect; it shall pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.



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



     Interest payments on this Note will include interest accrued to but excluding the Interest
Payment Dates or the Stated Maturity (or any Redemption Date), as the case may be.



     [Holders of Notes are entitled to the benefits of a registration rights agreement, dated as of
April 5, 2007, between the Company and the Initial Purchasers named therein (the “Registration
Rights Agreement”). In the event that a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest (“Additional Interest “) will accrue on the affected
Transfer Restricted Securities (as defined in the Registration Rights Agreement).



A - 2









 




The rate of Additional Interest will be 0.25% per annum on the principal amount of the Transfer
Restricted Securities held by such Holder for the first 90-day period immediately following the
occurrence of a Registration Default, increasing by an additional 0.25% per annum on the principal
amount of the Transfer Restricted Securities with respect to each subsequent 90-day period
thereafter up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per
annum, from and including the date on which any such Registration Default shall occur to, but
excluding, the earlier of (1) the date on which all Registration Defaults have been cured or (2)
the date on which all Transfer Restricted Securities otherwise become freely transferrable by
Holders other than affiliates of the Company without further registration under the Securities Act.
Pursuant to the Registration Rights Agreement the Company shall not be required to pay Additional
Interest with respect to more than one Registration Default at any one time. Additional Interest
shall be payable to the same Persons, at the same times and in the same manner as ordinary
interest.]1




     The Company will pay interest on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the Regular Record Date next preceding the
Interest Payment Date (whether or not a Business Day), even if such Notes are canceled after such
Regular Record Date and on or before such Interest Payment Date. The Holder must surrender this
Note to a Paying Agent to collect payments of principal and premium, if any. The Company will pay
the principal of, and premium, if any, and interest on the Notes in money of the United States of
America that at the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Notes represented by a Global Note (including principal, premium, if
any, and interest) will be made by wire transfer of immediately available funds to the accounts
specified by The Depository Trust Company. The Company will make all payments in respect of a
certificated Note (including principal, premium, if any, and interest) by mailing a check to the
registered address of each Holder thereof; provided, however, that payments on a certificated Note
will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later than 30 days
immediately preceding the relevant due date for payment (or such other date as the Trustee may
accept in its discretion).



     Initially, The Bank of New York (the “Trustee”), the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent and Registrar, co-registrar or
additional paying agent without notice to any Holder. The Company or any of its Subsidiaries may
act in any such capacity.



2. OPTIONAL REDEMPTION



The Notes are subject to redemption upon not less than 30 or more than 60 days’ notice to the
Holders of such Notes as provided in the Indenture, at any time, as a whole or in part, at the
election of the Company, at a Redemption Price equal to the greater of: (i) 100% of the principal






 




			
	1	 	Do not include in Exchange Notes.




A - 3









 









amount of the Notes being redeemed, plus accrued interest to the Redemption Date and (ii) as
determined by the Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal of and interest on the Notes to be redeemed (not including any portion of
payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a
semiannual basis at the Adjusted Treasury Rate, plus 25 basis points plus accrued interest to the
Redemption Date.



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



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




     The Trustee shall not be responsible for the calculation of the Redemption Price. The Company
shall notify the Trustee of the Redemption Price promptly after the calculation thereof.



3. DEFEASANCE



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




4. DEFAULTS AND REMEDIES



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



As provided in and subject to the provisions of the Indenture, the Holders of this Note shall not
have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (a) such
Holder shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Notes, (b) (i) in the case of an Event of Default specified in clause (1), (2), (4)
and (5) of Section 501 of the Indenture, Holders of not less than 25%, or (ii) in the case of an


A - 4









 






Event of Default other than as specified in clauses (1), (2), (4) and (5) of Section 501 of the
Indenture, Holders of not less than a majority in aggregate principal amount of the Outstanding
Notes 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 shall have offered the
Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request, (d) the Trustee shall not have received from the Holders
of a majority in principal amount of the Notes at the time Outstanding under the Indenture a
direction inconsistent with such request and (e) the Trustee for 60 days after its receipt of such
notice and offer of indemnity from the Holder, and request from the Holders, shall have failed to
institute any such proceeding. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Note for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.




5. AMENDMENT AND WAIVER



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



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




6. TRANSFER AND EXCHANGE; DENOMINATIONS



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



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




A - 5









 







Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.




7. SUCCESSOR OBLIGORS



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




8. TRUSTEE DEALINGS WITH THE COMPANY



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




9. NO RECOURSE AGAINST OTHERS



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




10. AUTHENTICATION



This Note shall not be valid until the Trustee or authenticating agent signs the certificate of
authentication on this Note.




11. CUSIP AND ISIN NUMBERS



Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company will cause CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes and the Notes will also bear ISIN numbers, in either case, if then generally
in use.




12. GOVERNING LAW



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




13. DEFINED TERMS



All capitalized terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.





A - 6









 









Assignment Form



To assign this Note, fill in the form below:




	 	 	 
	(I) or (we) assign and transfer this Note to:
	 	 
	 

	 	 
	 

	 	(Insert assignee’s legal name) 





 



(Insert assignee’s soc. sec. or tax I.D. no.)



 



 



 



 



(Print or type assignee’s name, address and zip code)




	 	 	 
	and irrevocably appoint 
	 	 
	 

	 	 





to transfer this Note on the books of the Company. The agent may substitute another to act for him.




Date:                                         




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 





(Sign exactly as your name appears on the face of this Note)




Signature Guarantee*:                        
                 




 




* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor
acceptable to the Trustee).




A - 7









 








Schedule of Exchanges of Interests in the Global Note*



The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Principal Amount	 	 
	 
	 	Amount of decrease in
	 	Amount of increase in
	 	of this Global Note	 	 
	 
	 	Principal Amount
	 	Principal Amount
	 	following such
	 	Signature of authorized
	 
	 	of
	 	of
	 	decrease
	 	officer of Trustee or
	Date of Exchange
	 	this Global Note
	 	this Global Note
	 	(or increase)
	 	Custodian
	 
	 	 
	 	 
	 	 
	 	 







 




			
	*	 	Insert in Global Notes




A - 8









 










EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Northwest Pipeline Corporation

295 Chipeta Way

Salt Lake City, Utah 84108




[Registrar address block]




          Re: Senior Notes due 2017



Reference is hereby made to the Indenture, dated as of April 5, 2007 (the “Indenture”), between
Northwest Pipeline Corporation, as issuer (the “Company”) and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



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




[CHECK ALL THAT APPLY]



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



2. o Check if Transferee will take delivery of a beneficial interest in the Regulation
S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a
Person in the United States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither
such Transferor nor any Person acting on its behalf knows that the transaction was prearranged


 









 






with a buyer in the United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii)
the transaction is not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the
Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of
a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed
on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.



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





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




or




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




or




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




or




(d) o such Transfer is being effected to an Institutional Accredited Investor and
pursuant to an exemption from the registration requirements of the Securities Act other than
Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that
it has not engaged in any general solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such
Transfer is in respect of a principal amount of Notes at the time of transfer of less than
$250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of
which the Transferor has attached to this certification), to the effect that such Transfer
is in compliance with the Securities Act. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and
in the Indenture and the Securities Act.



 









 




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



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



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



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



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




	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[Insert Name of Transferor]
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Dated:                                         





 









 





ANNEX A TO CERTIFICATE OF TRANSFER





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





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





	 	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP                     ), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP                     ), or
	 
	 	(iii)	 	o IAI Global Note (CUSIP                     ); or






	 	(b)	 	o a Restricted Definitive Note.






	2.	 	After the Transfer the Transferee will hold:





[CHECK ONE]





	 	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP                     ), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP                     ), or
	 
	 	(iii)	 	o IAI Global Note (CUSIP                     ); or
	 
	 	(iv)	 	o Unrestricted Global Note (CUSIP                     ); or






	 	(b)	 	o a Restricted Definitive Note; or
	 
	 	(c)	 	o an Unrestricted Definitive Note,






in accordance with the terms of the Indenture.




 









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Northwest Pipeline Corporation

295 Chipeta Way

Salt Lake City, Utah 84108




[Registrar address block]



Re: Senior Notes due 2017




(CUSIP                     )



Reference is hereby made to the Indenture, dated as of April 5, 2007 (the “Indenture”), between
Northwest Pipeline Corporation, as issuer (the “Company”) and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



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



1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note
for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note



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



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




C - 1









 







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



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



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



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



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



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




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Insert Name of Transferor]
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






C - 2









 





EXHIBIT D




FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR




Northwest Pipeline Corporation

295 Chipeta Way

Salt Lake City, Utah 84108




[Registrar address block]



Re: Senior Note due 2017



Reference is hereby made to the Indenture, dated as of April 5, 2007 (the “Indenture”), between
Northwest Pipeline Corporation, as issuer (the “Company”) and The Bank of New York, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to them in the
Indenture.



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



(a) o a beneficial interest in a Global Note, or



(b) o a Definitive Note,



we confirm that:



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



2. We understand that the offer and sale of the Notes have not been registered under the Securities
Act, and that the Notes and any interest therein may not be offered or sold except as permitted in
the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are
acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do
so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the
Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished
on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in
the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the
time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the
Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to
the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any Person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that
resales thereof are restricted as stated herein.



3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will
be required to furnish to you and the Company such certifications, legal opinions and other


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information as you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.



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



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



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




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Insert Name of
Accredited Investor]
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 







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