Description of Debt Securities
The following is a general description of the debt securities that the Company may issue from time to time. The particular terms of the debt securities
offered by any prospectus supplement and the extent, if any, to which the general provisions described below may apply to those securities will be described in the applicable prospectus supplement. As you read this section, please remember that the
specific terms of a debt security as described in the applicable prospectus supplement will supplement and may modify or replace the general terms described in this section. If there are any differences between the applicable prospectus supplement
and this prospectus, the applicable prospectus supplement will control. As a result, the statements we make in this section may not apply to the debt security you purchase.
As used in this Description of Debt Securities, the terms we, us and our and similar expressions refer to the Company and not to any of its consolidated
subsidiaries; and the terms Guarantor and Schlumberger refer to our parent company, Schlumberger Limited, and not to any of its subsidiaries, in each case unless otherwise stated or the context otherwise requires.
Certain defined terms used in this description but not defined below have the meanings assigned to them in the indenture.
General
The debt securities that we may
issue will be senior debt securities that will be issued under an indenture, which we refer to as the indenture, to be entered into among us, Schlumberger Limited, as guarantor, and The Bank of New York Mellon, as trustee. In addition, the indenture
may be supplemented or amended as necessary to set forth the terms of the debt securities issued under the indenture. The Guarantor will fully and unconditionally guarantee the debt securities under a guarantee contained in the indenture (the
Guarantee). You should read the indenture, including any amendments or supplements, carefully to fully understand the terms of the debt securities. The form of the indenture has been filed as an exhibit to the registration statement of
which this prospectus is a part. The indenture is subject to, and is governed by, the Trust Indenture Act of 1939, as amended.
Any debt
securities that we may issue will be our unsubordinated obligations. They will rank equally with each other and all of our other unsubordinated debt, unless otherwise indicated in the applicable prospectus supplement.
The indenture does not limit the amount of debt securities that can be issued thereunder and provides that the debt securities of any series may be
issued thereunder up to the aggregate principal amount that we may authorize from time to time. Unless otherwise provided in the applicable prospectus supplement, the indenture does not limit the amount of other indebtedness or securities that we
may issue. We may issue debt securities of the same series at more than one time and, unless prohibited by the terms of the series, we may reopen a series for issuances of additional debt securities without the consent of the holders of the
outstanding debt securities of that series. All debt securities issued as a series, including those issued pursuant to any reopening of a series, will vote together as a single class.
Reference is made to the prospectus supplement for the following and other possible terms of each series of the debt securities with respect to which this prospectus is being delivered:
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the title of the debt securities;
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the aggregate principal amount of the debt securities of the series to be issued;
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any limit upon the aggregate principal amount of the debt securities of that series that may be authenticated and delivered under the indenture, except
for debt securities authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, other debt securities of that series;
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the date or dates on which the principal and premium, if any, of the debt securities of the series is payable;
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the rate or rates, which may be fixed or variable, at which the debt securities of the series shall bear interest or the manner of calculation of such
rate or rates, if any, including any procedures to vary or reset such rate or rates, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months;
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the place or places where the principal of and interest, if any, on the debt securities of the series shall be payable, where the debt securities of
such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon us with respect to the debt securities of such series and the indenture may be served, and the method of such payment, if by wire
transfer, mail or other means if other than as set forth in the indenture;
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the date or dates from which such interest shall accrue, the dates on which such interest will be payable or the manner of determination of such dates,
and the record date for the determination of holders to whom interest is payable on any such dates;
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any trustees, authenticating agents or paying agents with respect to such series, if different from those set forth in the indenture;
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the right, if any, to extend the interest payment periods or defer the payment of interest and the duration of such extension or deferral;
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the period or periods within which, the price or prices at which and the terms and conditions upon which, debt securities of the series may be redeemed
by the Company, in whole or in part, at our option;
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our obligation, if any, to redeem, purchase or repay debt securities of the series pursuant to any sinking fund or analogous provisions, including
payments made in cash in anticipation of future sinking fund obligations, or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, debt securities of the
series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
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the form of the debt securities of the series including the form of the trustees certificate of authentication for such series;
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if other than denominations of $2,000 or integral multiples of $1,000 in excess thereof, the denominations in which the debt securities of the series
shall be issuable;
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the currency or currencies in which payment of the principal of, premium, if any, and interest on, debt securities of the series shall be payable;
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if other than the principal amount thereof, the portion of the principal amount of the debt securities of the series that shall be payable upon
declaration of acceleration of the maturity thereof;
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the terms of any repurchase or remarketing rights;
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if the debt securities of the series shall be issued in whole or in part in the form of a global security or securities, the type of global security to
be issued; the terms and conditions, if different from those contained in the indenture, upon which such global security or securities may be exchanged in whole or in part for other individual securities in definitive registered form; the depositary
for such global security or securities; and the form of any legend or legends to be borne by any such global security or securities in addition to or in lieu of the legends referred to in the indenture;
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any additional restrictive covenants or events of default that will apply to the debt securities of the series, or any changes to the restrictive
covenants or events of default set forth in the indenture that will apply to the debt securities of the series, which may consist of establishing different terms or provisions from those set forth in the indenture or eliminating any such restrictive
covenant or event of default with respect to the debt securities of the series;
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any provisions granting special rights to holders when a specified event occurs;
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if the amount of principal or any premium or interest on debt securities of a series may be determined with reference to an index or pursuant to a
formula, the manner in which such amounts will be determined;
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any special tax implications of the debt securities, including provisions for original issue discount securities, if offered;
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whether and upon what terms debt securities of a series may be defeased if different from the provisions set forth in the indenture;
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whether the debt securities of the series will be issued as unrestricted securities or restricted securities, and, if issued as restricted securities,
the rule or regulation promulgated under the Securities Act in reliance on which they will be sold;
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any guarantees on the debt securities of the series, if different from the provisions set forth in the indenture;
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the provisions, if any, relating to any security provided for the debt securities of the series;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to debt securities of such series if
other than those appointed in the indenture;
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whether the debt securities of the series will be convertible into or exchangeable for other debt securities, common shares or other securities of any
kind of the Company or another obligor, and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and
when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at the Companys option, the conversion or exchange period, and any other provision in addition to or in
lieu of those described herein;
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any and all additional, eliminated or changed terms that shall apply to the debt securities of the series, including any terms that may be required by
or advisable under United States laws or regulations, including the Securities Act and the rules and regulations promulgated thereunder, or advisable in connection with the marketing of debt securities of that series; and
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with regard to the debt securities of any series that do not bear interest, the dates for certain required reports to the trustee.
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We will comply with Section 14(e) under the Exchange Act, to the extent applicable, and any other tender offer rules
under the Exchange Act that may then be applicable, in connection with any obligation to purchase debt securities at the option of the holders thereof. Any such obligation applicable to a series of debt securities will be described in the prospectus
supplement relating thereto.
Unless otherwise described in a prospectus supplement relating to any debt securities, there are no covenants or
provisions contained in the indenture that may afford the holders of debt securities protection in the event that we enter into a highly leveraged transaction.
The statements made hereunder relating to the indenture and any debt securities that we may issue are summaries of certain provisions thereof and are qualified in their entirety by reference to all
provisions of the indenture and the debt securities and the descriptions thereof, if different, in the applicable prospectus supplement.
Guarantees
Schlumberger will fully and
unconditionally guarantee the due and punctual payment of the principal of, and any premium and interest on, the debt securities, and all other amounts payable under the indenture when and as they become due and payable, whether at maturity, upon
acceleration, by call for redemption, repayment or otherwise
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in accordance with the terms of the indenture. The debt securities will not be guaranteed by any of the Guarantors subsidiaries.
Schlumberger will:
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agree that, if an event of default occurs under any of the debt securities, its obligations under the guarantees will be absolute and unconditional and
will be enforceable irrespective of any invalidity, irregularity or unenforceability of the indenture or any supplement thereto; and
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waive its right to require the trustee or the holders of any of the debt securities to pursue or exhaust their legal or equitable remedies against the
Company before exercising their rights under the guarantees.
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Ranking of the Debt Securities and the Guarantee
The debt securities of any series will be:
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senior unsecured obligations of the Company and will rank equally and ratably with all of the Companys other unsecured and unsubordinated
indebtedness; and
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guaranteed on a senior unsecured basis by the Guarantor, which Guarantee will rank equally and ratably with all other unsecured and unsubordinated
indebtedness of the Guarantor.
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Additional Amounts
All payments made by the Company under or with respect to its debt securities, or by the Guarantor with respect to the Guarantee, will be made free and clear of and without withholding or deduction for,
or on account of, any present or future tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (Taxes) unless the withholding or deduction of such Taxes is then required by
law or by interpretation or administration of law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company (or a successor), or the Guarantor (or a
successor), is then incorporated, organized or resident for tax purposes or any political subdivision thereof or therein (each, a Relevant Tax Jurisdiction) or (2) any jurisdiction from or through which payment is made by or on
behalf of the Company, or the Guarantor (including the jurisdiction of any Paying Agent for the applicable debt securities) or any political subdivision thereof or therein (each, together with each Relevant Tax Jurisdiction, a Tax
Jurisdiction) will at any time be required to be made from any payments made or deemed made by or on behalf of the Company under or with respect to its debt securities, as applicable, or the Guarantor under or with respect to the Guarantee,
including payments of principal, redemption price, interest or premium, the Company or the Guarantor, as applicable, will pay such additional amounts (the Additional Amounts) as may be necessary in order that the net amounts received in
respect of such payments by each beneficial owner of the applicable debt securities after such withholding, deduction or imposition (including any such withholding, deduction or imposition from such Additional Amounts) will equal the respective
amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:
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(1)
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any Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or deemed present or former connection between the holder or the
beneficial owner of such debt securities and the applicable Tax Jurisdiction (including, without limitation, being or having been a national, resident or citizen of, being or having been engaged in a trade or business in, being or having been
physically present in, or having or having had a permanent establishment in, such jurisdiction for Tax purposes), other than the holding of such debt securities, the enforcement of rights under such debt securities or under the Guarantee or the
receipt of any payments in respect of such debt securities or Guarantee;
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(2)
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any Taxes, to the extent such Taxes were imposed as a result of the presentation of such debt securities for payment (where presentation is required)
more than 30 days after the relevant payment is first made
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available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the applicable debt securities been presented on the last day of such
30 day period);
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(3)
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any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
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(4)
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any Tax imposed on or with respect to any payment by the Company or Guarantor to the holder if such holder is a fiduciary, partnership, limited liability company or
other person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had such holder been the sole beneficial owner of such debt securities;
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(5)
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any Taxes withheld, deducted or imposed on a payment to an individual that are required to be made pursuant to European Council Directive 2003/48/EC or any other
directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive;
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(6)
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Taxes imposed on or with respect to a payment made to a holder of such debt securities who would have been able to avoid such withholding or deduction by presenting
such debt securities (where presentation is required) to another paying agent;
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(7)
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any Taxes payable other than by deduction or withholding from payments under, or with respect to, such debt securities or the Guarantee;
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(8)
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any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the holder or beneficial owner of such debt securities to comply with any written
request of the Company or the Guarantor addressed to the holder to satisfy any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of the applicable
Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the applicable Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is
not resident in such Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally entitled to provide such certification or documentation; or
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(9)
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any combination of items (1) through (8) above.
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In addition to the foregoing, the Company and the Guarantor, as the case may be, will also pay and indemnify the holder for any present or future stamp, issue, registration, court or documentary Taxes, or
any other excise or property Taxes, charges or similar levies (including penalties, interest and any other reasonable expenses related thereto) which are levied by an applicable Tax Jurisdiction on the execution, delivery, issuance, or registration
of its debt securities, or the related indenture, Guarantee or any other document or instrument referred to therein.
If the Company or the
Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to its debt securities or the Guarantee, the Company or the Guarantor, as the case may be, will
deliver to the trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises fewer than 45 days prior to that payment date, in which case the Company or Guarantor shall notify
the trustee promptly thereafter) an officers certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The officers certificate(s) must also set forth any other information reasonably
necessary to enable the paying agents to pay such Additional Amounts to holders on the relevant payment date. The trustee shall be entitled to rely solely on such officers certificate as conclusive proof that such payments are necessary.
The Company or the Guarantor, as the case may be, will make all withholdings and deductions required by law in respect of its debt
securities, and will remit the full amount deducted or withheld to the applicable Tax authority in accordance with applicable law. The Company or the Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing
the payment of any Taxes so deducted or withheld. Upon reasonable
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written request, the Company or the Guarantor will furnish to the trustee (or to a holder or beneficial owner upon written request), within a reasonable time after the date the payment of any
Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or Guarantor, as the case may be, or if, notwithstanding such entitys efforts to obtain receipts, receipts are not obtained, other
evidence of payments (reasonably satisfactory to the trustee) by such entity.
Whenever in the indenture or in this Description of Debt
Securities there is mentioned, in any context, the payment of amounts based upon the principal amount of the debt securities or of principal, interest or of any other amount payable under, or with respect to, any of the debt securities or any
Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
The above obligations will survive any termination, defeasance or discharge of the indenture, any transfer by a holder or beneficial owner of its debt
securities, and will apply, mutatis mutandis, to any jurisdiction in which any successor person to the Company or the Guarantor is incorporated, organized or resident for tax purposes or any jurisdiction from or through which payment is made by or
on behalf of such person on the applicable debt securities (or any Guarantee) and any political subdivision thereof or therein.
Optional
Redemption
If specified in the applicable prospectus supplement, the Company may redeem the debt securities of any series, as a whole or
in part, at its option on and after the dates and in accordance with the terms established for such series, if any, in the applicable prospectus supplement. If the Company redeems the debt securities of any series, the Company also must pay accrued
and unpaid interest, if any, to the date of redemption on such debt securities (subject to the right of holders of such debt securities on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts
(if any) in respect thereof).
Redemption Upon Changes in Tax Law
The Company or the Guarantor, as applicable, may redeem the debt securities (and the Guarantor may redeem any debt securities which it has guaranteed), in whole but not in part, at its discretion at any
time upon giving not less than 30 nor more than 60 days prior notice to the holders of such debt securities (which notice will be irrevocable), at a redemption price equal to 100% of the aggregate principal amount thereof, together with
accrued and unpaid interest, if any, to the date fixed by the Company or Guarantor, as applicable, for redemption (a Tax Redemption Date) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date
as a result of the redemption or otherwise (subject to the right of holders of such debt securities on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on
the next date on which any amount would be payable in respect of such debt securities, the Company or the Guarantor, as applicable, is or would be required to pay Additional Amounts, and the Company or Guarantor cannot avoid any such payment
obligation by taking reasonable measures available to it, and the requirement arises as a result of:
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(1)
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any amendment to, or change in, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Tax Jurisdiction which change or amendment becomes
effective on or after the issue date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date after the issue date of the relevant debt securities, such later date), or
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(2)
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any amendment to, or change in, an official interpretation or application of such laws, regulations or rulings (including by virtue of a holding, judgment, order by a
court of competent jurisdiction or a change in published administrative practice) which amendment or change becomes effective on or after the issue date (or, if the applicable Relevant Tax Jurisdiction became a Relevant Tax Jurisdiction on a date
after the issue date of the relevant debt securities, such later date).
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Neither the Company nor the Guarantor, as applicable, will give any such notice of redemption earlier than
90 days prior to the earliest date on which the Company or Guarantor, as applicable, would be obligated to make such payment or withholding if a payment in respect of the applicable debt securities was then due, and the obligation to pay Additional
Amounts must be in effect at the time such notice is given. Prior to giving any notice of redemption of the debt securities of such series pursuant to the foregoing, the Company or the Guarantor, as applicable, will deliver to the trustee an opinion
of independent tax counsel to the effect that there has been such amendment or change which would entitle the Company or the Guarantor to redeem such debt securities hereunder. In addition, before the Company or the Guarantor, as applicable, gives
notice of redemption of such debt securities as described above, it will deliver to the trustee an officers certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the Guarantor, as applicable,
taking reasonable measures available to it.
The trustee will accept and shall be entitled to rely on such officers certificate and
opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the debt securities of such series.
The foregoing will also apply
to any jurisdiction in which any successor person to the Company or the Guarantor is incorporated or organized, or
any jurisdiction from or through which payment is made by or on behalf of such person on the debt securities of such series (or any Guarantee) and any political subdivision thereof or therein.
Selection and Notice
If fewer than all
of the debt securities of a series are to be redeemed at any time, the trustee will select the debt securities of such series for redemption on a pro rata basis (or, in the case of debt securities issued in global form as discussed under
Book-Entry, Delivery and Form, based on a method that most nearly approximates a pro rata selection as the trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depository
requirements.
No debt securities in principal amount of less than the minimum authorized denomination can be redeemed in part. Notices of
redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of debt securities of such series to be redeemed at its registered address, except that redemption notices may be mailed
more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the debt securities of such series or a satisfaction and discharge of the indenture or any supplement thereto.
If any debt security is to be redeemed in part only, the notice of redemption that relates to that debt security will state the portion of the principal
amount of that debt security that is to be redeemed. A new debt security in principal amount equal to the unredeemed portion of the original debt security will be issued in the name of the holder of the original debt security upon cancellation of
the original debt security. Debt securities called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on the debt securities or portions of the debt securities called for
redemption unless the Company or the Guarantor defaults in payment of the redemption price.
The trustee will not be liable for selections
made by it as contemplated in this section. For any debt securities which are represented by global securities held on behalf of the relevant Debt Depository, notices may be given by delivery of the relevant notices to the relevant Debt Depository
for communication to entitled account holders in substitution for the aforesaid mailing.
Reports
So long as any debt securities are outstanding, the Guarantor shall file with the trustee, within 15 days after the Guarantor files with the SEC, 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 SEC may from time to time by rules and regulations
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prescribe) that the Guarantor may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. The Guarantor shall be deemed to have complied with the
previous sentence to the extent that such information, documents and reports are filed with the SEC via EDGAR, or any successor electronic delivery procedure. The trustee shall not have any obligation to determine if and when the Guarantors
information is available on the SECs (EDGAR) website. The Guarantor shall either (i) provide the trustee with prompt written notification at such time as the Guarantor becomes or ceases to be a reporting company or (ii) continue to
provide the trustee with the foregoing information. Delivery of such reports, information and documents to the trustee is for informational purposes only and the trustees receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including compliance by us or the Guarantor with any covenants under the indenture (as to which the trustee is entitled to rely exclusively on officers
certificates).
Certain Covenants
Other than the restrictions on liens described below, the indenture and the debt securities will not contain any covenants or other provisions designed to protect holders of the debt securities in the
event of a highly leveraged transaction. The indenture and the debt securities also do not contain provisions that give holders of the debt securities the right to require the Company or the Guarantor to repurchase any debt securities in the event
of a decline in credit rating resulting from a takeover, recapitalization or similar restructuring or otherwise. The indenture governing the debt securities will not obligate us to provide, and we do not intend to provide, holders of the debt
securities with financial statements of any of the Company that are separate from the Guarantors.
Limitation on Liens
The Guarantor will not, and will not permit any of its subsidiaries to, incur, issue, assume or guarantee any notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed, secured by a mortgage on any restricted property, or on any shares of stock, ownership interests in, or indebtedness of a restricted subsidiary, without effectively providing concurrently
with the incurrence, issuance, assumption or guarantee of such secured indebtedness that the debt securities (together with, if the Company or the Guarantor shall so determine, any of its other indebtedness or the indebtedness of any such restricted
subsidiary then existing or thereafter created ranking on a parity with the debt securities or guarantees) shall be secured equally and ratably with (or prior to) such secured indebtedness, so long as such secured indebtedness shall be so secured,
unless, after giving effect thereto, the aggregate amount of all such secured indebtedness (excluding any indebtedness secured by mortgages of the types referred to in clauses (1) through (10) below) would not exceed 20% of consolidated
net worth as shown on the Guarantors most recent consolidated quarterly financial statements; provided, however, that these provisions shall not apply to:
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(1)
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mortgages existing on the date of original issuance of any debt securities;
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(2)
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mortgages on property or assets of, or on any shares of stock, ownership interests in or indebtedness of, any person existing at the time such person becomes a
subsidiary (including a restricted subsidiary) of the Company or the Guarantor;
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(3)
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mortgages on property or assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or
any part of the purchase price or cost of construction, development, expansion or improvement thereof or to secure any indebtedness incurred prior to, at the time of, or within 12 months after, the acquisition or completion of construction,
development, expansion or improvement of such property or assets or its commencement of commercial operations for the purpose of financing all or any part of the purchase price or cost of construction, development, expansion or improvement thereof;
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(4)
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mortgages in favor of the Company, the Guarantor or any other subsidiary of the Guarantor;
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(5)
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the mortgage of any of the Guarantors property or assets or any property or assets of any of its restricted subsidiaries in favor of the United
States of America, the Grand Duchy of Luxembourg or
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any other sovereign entity, or any state, province or other political subdivision thereof, or any entity, department, agency, instrumentality or comparable authority thereof, to secure partial,
progress, advance or other payments pursuant to the provisions of any contract, statute, law, rule or regulation;
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(6)
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the mortgage of any property or assets to secure indebtedness of the pollution control, industrial revenue or other revenue bond type;
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(7)
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mortgages incurred or deposits made (including mortgages and deposits securing letters of credit or similar financial assurance) to secure the performance of or in
connection with bids, tenders, statutory, governmental or private contractual or other obligations, surety, performance, completion, appeal or similar bonds, leases, return-of-money bonds and other obligations similar to any of the foregoing, in
each case in the ordinary course of business;
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(8)
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mortgages arising by operation of law, including but not limited to mortgages for taxes, assessments or similar charges that are not yet due or the validity of which is
being contested in good faith by appropriate proceedings;
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(9)
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mortgages created in connection with the acquisition of property or assets, or a project financed with, non-recourse debt; and
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(10)
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any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any mortgage referred to in the foregoing clauses,
inclusive; provided, that such extension, renewal or replacement mortgage shall be limited to all or a part of the same property or assets that secured the mortgage extended, renewed or replaced, plus improvements on such property or assets.
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The foregoing covenant and certain other provisions of the indenture use the following defined terms.
capital stock means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any
and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership
interests; and (d) 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, but excluding from all of the foregoing any debt
securities convertible into capital stock, whether or not such debt securities include any right of participation with capital stock.
consolidated net worth means the amount of total stockholders equity shown in the Guarantors most recent quarterly consolidated
statement of financial position.
mortgage means and includes any mortgage, pledge, lien, security interest, conditional sale or
other title retention agreement or other similar encumbrance.
non-recourse debt means indebtedness as to which (a) neither
the Company, the Guarantor nor any of its other subsidiaries (x) provides credit support of any kind or (y) is directly or indirectly liable as a guarantor or otherwise and (b) as to which the lenders have been notified in writing
that they will not have any recourse to the stock or assets of the Company, the Guarantor or any of its other subsidiaries.
person means any individual, corporation, partnership, limited liability company, association, joint venture, trust, joint stock company or
any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
restricted
property means any real property, manufacturing plant, warehouse, office building or other physical facility, or any item of marine, transportation or construction equipment or other like depreciable assets of the Guarantor or any of its
restricted subsidiaries, whether owned on or acquired after the original issue date of the debt securities, unless, in the opinion of the board of directors of the Guarantor, such plant or facility or other asset is not of material importance to the
total business conducted by the Guarantor and its restricted subsidiaries taken as a whole.
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restricted subsidiary means any subsidiary of the Guarantor which owns a restricted property.
subsidiary means, with respect to any specified person, (a) any corporation, association or other business entity of which
more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders agreement that effectively transfers voting power)
to vote in the election of directors, managers or trustees of the corporation, association or other business entity 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 (b) any partnership or limited liability company of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as
applicable, are owned or controlled, directly or indirectly, by such person or one or more of the other subsidiaries of that person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or
otherwise, and (y) such person or any subsidiary of such person is a controlling general partner or otherwise controls such entity.
Consolidation, Merger and Sale of Assets
Neither the Company nor the Guarantor may consolidate with or merge into any other person or transfer or lease all or substantially all of its assets to
any person unless any successor or purchaser (if the Company or the Guarantor, as applicable, is not the surviving entity) expressly assumes its obligations under the debt securities by an indenture supplemental to the indenture to which the Company
or the Guarantor is a party to, and immediately after which, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, shall have happened and be continuing. An officers certificate and
an opinion of counsel will be delivered to the trustee, which will serve as conclusive evidence of compliance with these provisions.
Assumption by an Affiliate
Any
subsidiary of the Guarantor may, at its option, assume the obligations of the Company under the indenture and the debt securities, provided that:
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(a)
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such subsidiary shall expressly assume such obligations in an assumption agreement or supplemental indenture duly executed and delivered to the trustee, and
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(b)
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immediately after giving effect to such assumption, no event of default and no event which, after notice or lapse of time or both, would become an event of default,
shall have occurred and be continuing.
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Upon any such assumption, the person so assuming the Companys obligations under
the indenture and the debt securities shall succeed to, and be substituted for, and may exercise any right and power of, the Company under such debt securities and the indenture with the same effect as if such person had been the issuer thereof, and
the Company shall be released from its liability as obligor under such debt securities. An officers certificate and an opinion of counsel will be delivered to the trustee, which will serve as conclusive evidence of compliance with these
provisions.
An assumption of the Companys obligations as the issuer of the debt securities by a subsidiary of the Guarantor may be
treated for U.S. federal income tax purposes as a taxable exchange of the Companys debt securities for new debt securities issued by such subsidiary of the Guarantor. In that event, beneficial owners of such debt securities may recognize
taxable gain for U.S. federal income tax purposes, as well as other possible adverse tax consequences. Beneficial owners of debt securities who are U.S. persons for U.S. federal income tax purposes should consult their tax advisors regarding the
U.S. federal, state and local income tax consequences of an assumption of the Companys obligations as issuer of debt securities by a subsidiary of the Guarantor.
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Events of Default
The following are Events of Default with respect to debt securities of a particular series, except to the extent provided in the officers certificate, supplemental indenture or
resolution of the board of directors pursuant to which a series of debt securities is issued:
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the Companys failure to pay any interest on any of the debt securities of such series within 30 days after such interest becomes due and payable;
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the Companys failure to pay principal on any of the debt securities of such series at maturity, or if applicable, the redemption price, when the
same become due and payable;
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the Companys failure to pay any sinking fund installment as and when the same shall become due and payable by the terms of the debt securities of
such series, and continuance of such default for a period of 30 days;
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the Companys failure to comply with any of its covenants or agreements in any of the debt securities of such series or the indenture (other than
an agreement or covenant that the Company has included in the indenture solely for the benefit of another series of debt securities that does not constitute part of the Companys debt securities of such series) for 90 days after written notice
by the trustee or by the holders of at least 25% in principal amount of all outstanding debt securities of such series of debt securities;
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except as permitted by the indenture, the Guarantee of such series of the Companys debt securities is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect, or the Guarantor, or any authorized person acting on behalf of the Guarantor, denies or disaffirms the Guarantors obligations under its Guarantee; and
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certain events involving bankruptcy, insolvency or reorganization of the Company or the Guarantor.
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A default under one series of debt securities issued under the indenture will not necessarily be a default under another series of debt securities under
the indenture. The trustee may withhold notice to the holders of the debt securities issued under the indenture of any default or event of default (except in any payment on the debt securities of such series) if the trustee considers it in the
interest of the holders of the debt securities of that series to do so.
If an event of default for a series of the Companys debt
securities occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series may require the Company to pay immediately the principal amount plus accrued and unpaid interest on
such debt securities of that series. If an event of default relating to certain events of bankruptcy, insolvency or reorganization occurs with respect to the Company (or with respect to the Guarantor), the principal amount plus accrued and unpaid
interest on the Companys debt securities of that series (or in the case of the Guarantor, all debt securities) will become immediately due and payable without any action on the part of the trustee or any holder. The holders of a majority in
principal amount of such outstanding debt securities of such series may in some cases rescind this accelerated payment requirement.
A holder
of debt securities of any series may pursue any remedy under the indenture applicable to the debt securities of that series only if:
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the holder gives the trustee written notice of a continuing event of default for such debt securities;
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the holders of at least 25% in principal amount of the debt securities of such series then outstanding make a written request to the trustee to pursue
the remedy;
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the holder furnishes to the trustee indemnity reasonably satisfactory to the trustee;
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the trustee fails to act for a period of 60 days after receipt of notice and furnishing of indemnity; and
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during that 60-day period, the holders of a majority in principal amount of the outstanding debt securities of that series do not give the trustee a
direction inconsistent with the request.
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This provision does not, however, affect the right of any holder to sue for enforcement of any overdue
payment with respect to the debt securities of such series.
In most cases, holders of a majority in principal amount of the outstanding debt
securities of any series issued by the Company (or of all outstanding debt securities affected, voting as one class) may direct the time, method and place of:
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conducting any proceeding for any remedy available to the trustee with respect to the debt securities of such series; and
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exercising any trust or power conferred on the trustee not relating to or arising under an event of default with respect to the debt securities of such
series.
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The indenture requires the Company to file with the trustee each year a written statement as to its compliance with
the covenants contained in the indenture.
Modification and Waiver
Except as provided in the next two succeeding paragraphs, the indenture or the debt securities of any series or Guarantee may be amended or supplemented, and waivers may be obtained, with the consent of
the holders of at least a majority in aggregate principal amount of the outstanding debt securities of such series (including, without limitation, additional debt securities of such series, if any) voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, debt securities of such series), and any existing default or Event of Default (other than a default or Event of Default in the payment of the
principal of, premium on, if any, interest or Additional Amounts, if any, on, debt securities of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the indenture or the
debt securities of such series or Guarantee may be waived with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of such series (including, without limitation, additional debt securities of
such series, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of debt securities of, such series).
Without the consent of each holder of outstanding debt securities of any series, an amendment, supplement or waiver may not (with respect to any debt
securities held by a non-consenting holder):
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reduce the amount of debt securities of such series whose holders must consent to an amendment, supplement or waiver;
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reduce the rate of or change the time for payment of interest on the debt securities of such series;
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reduce the principal or change the stated maturity of any debt securities of such series;
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reduce any premium payable on the redemption of any debt security of such series or change the time at which any debt security of such series may or
must be redeemed;
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change any obligation to pay Additional Amounts on the debt securities of such series;
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make payments on any debt security of such series payable in currency other than as originally stated in such debt security;
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impair the holders right to institute suit for the enforcement of any payment on any debt security of such series;
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make any change in the percentage of principal amount of the debt securities of such series necessary to waive compliance with certain provisions of
the indenture the debt securities of such series were issued under or to make any change in this provision for modification; or
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waive a continuing default or Event of Default regarding any payment on the debt securities.
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Notwithstanding the preceding, without the consent of any holder of debt securities of any series, the
Company, the Guarantor and the trustee may amend or supplement the indenture, the applicable debt securities of any series or the Guarantee in certain circumstances, including:
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to cure any ambiguity, omission, defect or inconsistency;
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to provide for the assumption of the Companys or the Guarantors obligations under the indenture, and such series of debt securities or the
Guarantee, as applicable, by a successor upon any merger, consolidation or asset transfer in accordance with the requirements under Consolidation, Merger and Sale of Assets or to provide for the assumption of the Companys
obligations under the indenture by a subsidiary of the Guarantor in accordance with the requirements under Assumption by an Affiliate above;
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to provide for uncertificated debt securities of any series in addition to or in place of certificated debt securities;
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to provide any security for or guarantees of the debt securities or for the addition of an additional obligor on the debt securities;
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to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended, if
applicable;
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to add covenants that would benefit the holders of any outstanding series of debt securities or to surrender any rights the Company has under the
indenture;
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to change or eliminate any of the provisions of the indenture, provided that any such change or elimination shall not become effective with respect to
any outstanding debt security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
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to provide for the issuance of and establish forms and terms and conditions of a new series of debt securities;
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to permit or facilitate the defeasance and discharge of the debt securities;
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to issue additional debt securities of any series; provided that such additional debt securities have the same terms as, and be deemed part of the same
series as, the applicable series of debt securities to the extent required under the indenture;
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to evidence and provide for the acceptance of appointment by a successor trustee with respect to the debt securities of one or more series and to add
to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee;
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to add additional Events of Default with respect to any series of debt securities; and
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to make any change that does not adversely affect any of its outstanding debt securities of such series in any material respect.
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No Personal Liability of Directors, Officers, Employees, Stockholders and Certain Others
No director, officer, employee, incorporator or similar founder, stockholder or member of the Company or the Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantor under the applicable debt securities, indenture or Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of debt securities by
accepting a debt security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the debt securities. The waiver may not be effective to waive liabilities under the federal securities laws.
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Defeasance
The term defeasance means the discharge of the Company from some or all of its obligations under the indenture to which it is a party. If the Company deposits with the trustee funds or government
obligations (as defined in the indenture) sufficient to make payments on any particular series of debt securities on the dates those payments are due and payable, then, at the Companys option, either of the following will occur:
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it will be discharged from its obligations with respect to the debt securities of such series, except as described in the paragraph immediately below
(legal defeasance); or
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it will no longer have any obligation to comply with the restrictive covenants under the indenture with respect to the debt securities of such series,
and the related Events of Default will no longer apply to the Company (covenant defeasance).
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We may exercise
our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we defease any series of debt securities, the holders of the defeased debt securities will not be entitled to the benefits of the indenture under
which such debt securities were issued, except for the Companys obligations to register the transfer or exchange of debt securities of such series, replace stolen, lost or mutilated debt securities, maintain paying agencies, hold moneys for
payment in trust and to compensate and indemnify the trustee. In the case of covenant defeasance, the Companys obligation to pay principal, premium and interest on the debt securities of such series will also survive.
In addition to the other requirements, we will be required to deliver to the trustee an opinion of counsel that the deposit and related defeasance would
not cause the beneficial owners of the debt securities of such series to recognize income, gain or loss for U.S. federal income tax purposes. If the Company elects legal defeasance, that opinion of counsel must be based upon a ruling from the United
States Internal Revenue Service addressed to the Company or trustee or a change in law to that effect.
Concerning the Trustee
The Bank of New York Mellon is trustee under the indenture. The trustee performs services for the Guarantor and its subsidiaries in the
ordinary course of business.
If an Event of Default occurs and is continuing, the trustee will be required to use the degree of care and
skill of a prudent man in the conduct of his own affairs. The trustee will become obligated to exercise any of its powers under the indenture at the request of any of the holders of any debt securities issued under the indenture only after those
holders have furnished the trustee indemnity reasonably satisfactory to it.
If the trustee becomes a creditor of the Company, it will be
subject to limitations in the indenture to which the Company is a party on its rights to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The trustee is permitted to engage in other
transactions with us. If, however, it acquires any conflicting interest, it must eliminate such conflict, resign or obtain an order from the Securities and Exchange Commission permitting it to remain as trustee.
Paying Agent and Registrar for the Debt Securities
The Company will maintain one or more paying agents (each, a Paying Agent) for any debt securities we issue in the Borough of Manhattan, City of New York. The Company will undertake to
maintain a Paying Agent in a member state of the European Union that is not obligated to withhold or deduct tax pursuant to the European Union Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of
26 and 27 November 2000 on the taxation of savings income, or any law implementing, or complying with or introduced in order to conform to, such directive. The Company, upon written notice to the trustee accompanied by an officers
certificate, may appoint one or more paying agents, other than the trustee, for all or
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any series of such debt securities. If we fail to appoint or maintain another entity as paying agent, the trustee shall act as such. The Company, the Guarantor or any of the Guarantors
subsidiaries, upon notice to the trustee, may act as paying agent.
The Company will also maintain one or more registrars (each, a
Registrar) with an office in the Borough of Manhattan, City of New York. The Company, upon written notice to the trustee accompanied by an officers certificate, may appoint one or more registrars, other than the trustee, for all or
any series of debt securities. If we fail to appoint or maintain another entity as registrar, the trustee shall act as such. The Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the trustee, may act as registrar.
The Company will also maintain a transfer agent with an office in the Borough of Manhattan, City of New York. Each transfer agent shall
perform the functions of a transfer agent. The Company, upon written notice to the trustee accompanied by an officers certificate, may appoint one or more transfer agents, other than the trustee, for all or any series of debt securities. If we
fail to appoint or maintain another entity as transfer agent, the trustee shall act as such. The Company, the Guarantor or any of the Guarantors subsidiaries, upon notice to the trustee, may act as transfer agent.
The Registrar will maintain a register reflecting ownership of debt securities outstanding from time to time and the Paying Agent will make payments on
and facilitate transfer of debt securities on the behalf of the Company.
The Company may change any Paying Agents, Registrars or transfer
agents without prior notice to the holders of debt securities.
Book-Entry, Delivery and Form
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf
of, a depository (a Debt Depository) identified in the applicable prospectus supplement. Global securities may be issued in either registered or bearer form and in either temporary or permanent form. Unless otherwise provided in such
prospectus supplement, debt securities that are represented by a global security will be issued in authorized denominations and will be issued in registered form only, without coupons.
We anticipate that the Debt Depository for the debt securities shall be, and any global securities will be deposited with, or on behalf of, The Depository Trust Company (DTC), and that such
global securities will be registered in the name of Cede & Co., DTCs nominee. We further anticipate that the following provisions will apply to the depository arrangements with respect to any such global securities. Any additional or
differing terms of the depository arrangements will be described in the prospectus supplement relating to a particular series of debt securities issued in the form of global securities.
Beneficial interests in the global securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC.
Investors may elect to hold their interests in the global securities in DTC (in the United States) through its direct and indirect
participants, including Clearstream or Euroclear. Investors may hold their interests in the global securities directly if they are participants of such systems, or indirectly through organizations that are participants in these systems. Clearstream
and Euroclear will hold interests on behalf of their participants through customers securities accounts in Clearstreams and Euroclears names on the books of their respective U.S. depositaries, which in turn will hold these
interests in customers securities accounts in the depositaries names on the books of DTC. Beneficial interests in the global securities will be held in authorized denominations. Except as set forth below, the global securities may be
transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
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Debt securities represented by a global security can be exchanged for definitive securities in registered
form only if:
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DTC notifies us that it is unwilling or unable to continue as Debt Depository for that global security and we do not appoint a successor Debt
Depository within 90 days after receiving that notice;
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at any time DTC ceases to be a clearing agency registered or in good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation and we do not appoint a successor depositary within 90 days after becoming aware that DTC has ceased to be registered as a clearing agency; or
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we determine that that global security will be exchangeable for definitive securities in registered form and notify the trustee of such decision in
writing.
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A global security that can be exchanged as described in the preceding sentence will be exchanged for definitive
securities issued in authorized denominations in registered form for the same aggregate amount. The definitive securities will be registered in the names of the owners of the beneficial interests in the global security as directed by DTC.
We will make principal and interest payments on all debt securities represented by a global security to a Paying Agent which in turn will
make payment to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the debt securities represented by a global security for all purposes under the indenture. Accordingly, we, the Guarantor, the trustee, any
Paying Agent, Registrar or transfer agent will have no responsibility or liability for:
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any aspect of DTCs records relating to, or payments made on account of, beneficial ownership interests in a debt security represented by a global
security; or
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any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial
interests in a global security held through those participants; or the maintenance, supervision or review of any of DTCs records relating to those beneficial ownership interests.
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DTC has advised us that its current practice is to credit participants accounts on each payment date with payments in amounts proportionate to
their respective beneficial interests in the principal amount of such global security as shown on DTCs records, upon DTCs receipt of funds and corresponding detail information. The underwriters or agents for the debt securities
represented by a global security will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global security will be governed by standing instructions and customary practices, as is the case
with securities held for customer accounts registered in street name, and will be the sole responsibility of those participants. Book-entry notes may be more difficult to pledge because of the lack of a physical note.
DTC
So long as DTC or its
nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the debt securities represented by that global security for all purposes of the debt securities. Except as
set forth above, owners of beneficial interests in the debt securities will not be entitled to have debt securities registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and
will not be considered owners or holders of debt securities under the indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if that person is not a DTC participant, on the
procedures of the participant through which that person owns its interest, to exercise any rights of a holder of debt securities. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities
in certificated form. These laws may impair the ability to transfer beneficial interests in a global security. Beneficial owners
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may experience delays in receiving distributions on their debt securities since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to the
beneficial owners account.
We understand that, under existing industry practices, if we request holders to take any action, or if an
owner of a beneficial interest in a global security desires to take any action which a holder is entitled to take under the indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those
participants would authorize the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.
Beneficial interests in a global security will be shown on, and transfers of those ownership interests will be effected only through, records maintained by DTC and its participants for that global
security. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the debt securities will be governed by arrangements among them, subject to any statutory or
regulatory requirements in effect.
DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a
banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency
registered pursuant to Section 17A of the Exchange Act.
DTC holds the securities of its participants and facilitates the clearance and
settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTCs
participants include both U.S. and non-U.S. securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation (DTCC). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
The information in
this section concerning DTC and DTCs book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.
Clearstream
Clearstream has advised us that it is incorporated under the laws of
Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations, or Clearstream Participants, and facilitates the clearance and settlement of securities transactions between Clearstream Participants through
electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a registered bank in Luxembourg, Clearstream is
subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the U.S., Clearstream Participants are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to
others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Clearstream is an indirect participant in DTC.
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Distributions with respect to debt securities held beneficially through Clearstream will be credited to cash
accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.
Euroclear
Euroclear has advised us that it was created in 1968 to hold securities
for participants of Euroclear, or Euroclear Participants, and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing and interacts with domestic markets in several countries. The Euroclear
System is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated through Euroclear Bank S.A/N.V., or the Euroclear Operator, a bank incorporated under the laws of the Kingdom of Belgium, under contract with Euroclear
Clearance Systems S.C., a Belgian cooperative corporation, or the Cooperative. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks, securities brokers and dealers and other professional financial
intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator advises us that it is regulated and examined by the Belgian banking and Finance Commission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, herein the Terms and Conditions. The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear
Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.
Distributions with respect to debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent
received by the U.S. Depositary for Euroclear.
Euroclear has further advised us that investors that acquire, hold and transfer interests in
the debt securities by book-entry through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and
contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities.
Global Clearance and Settlement Procedures
Initial settlement for the debt securities will
be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTCs Same-Day Funds Settlement
System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using
the procedures applicable to conventional eurobonds in immediately available funds.
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Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and
directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. Depositary;
however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or
receiving debt securities through DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to
their respective U.S. Depositaries.
Because of time-zone differences, credits of debt securities received through Clearstream or Euroclear as
a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debt securities settled during
such processing will be reported to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a Clearstream Participant or a
Euroclear Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.
If the debt securities are cleared only through Euroclear and Clearstream (and not DTC), you will be able to make and receive through Euroclear and
Clearstream payments, deliveries, transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days
when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these systems and wish to transfer their
interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as
applicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day may need to act before the expiration date.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among participants of
DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. None of the Company, the trustee, the Registrar, any Paying Agent or any
transfer agent will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.