INDENTURE DATED AS OF FEBRUARY 15, 1994 AND FIRST SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 15, 1994

EXHIBIT 4.A

[CONFORMED COPY]

ANR PIPELINE COMPANY
AND
COMERICA BANK, TRUSTEE

INDENTURE
DATED AS OF FEBRUARY 15, 1994
AND
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 15, 1994

$125,000,000
7 3/8% DEBENTURES DUE FEBRUARY 15, 2024

ANR PIPELINE COMPANY
AND
COMERICA BANK, TRUSTEE

INDENTURE
DATED AS OF FEBRUARY 15, 1994

DEBT SECURITIES

CROSS-REFERENCE TABLE

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TABLE OF CONTENTS

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     INDENTURE, dated as of February 15, 1994, between ANR Pipeline Company, a Delaware corporation (the “Company”), and Comerica Bank, a Michigan banking corporation incorporated and existing under the laws of the State of Michigan, as Trustee (the “Trustee”).

RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured notes, debentures or other evidences of indebtedness (collectively, the “Securities”), to be issued from time to time in one or more series (a “Series”) as provided in this Indenture and as shall be provided, in respect of any Series, in or pursuant to the Authorizing Resolution hereinafter referred to and/or in the indenture supplemental hereto (if any) relating to such Series.

ARTICLE 1

Definitions and Incorporation by Reference

     Section 1.01. Definitions.

     “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 person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

     “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 option of the Company, be extended).

     “Authorizing Resolution” means a Board Resolution providing for the issuance of a Series of Securities.

     “Bankruptcy Law” shall have the meaning provided in Section 6.01.

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     “Board of Directors” means the Board of Directors of the Company or any duly authorized committee of the Board.

     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee (except as provided in Section 2.03).

     “Business Day” means a day that is not a Legal Holiday.

     “Capital Stock” means, with respect to any person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock of such person other than Mandatory Redemption Preferred Stock.

     “Capitalized Lease Obligation” means Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles and the amount of such Indebtedness shall be the capitalized amount of such obligations determined in accordance with such principles.

     “Company” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter means the successor.

     “Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by two Officers of the Company or by an Officer and the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, and delivered to the Trustee in respect of the Series to which the Company Request or Company Order shall relate.

     “Custodian” shall have the meaning provided in Section 6.01.

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

     “Depository” means, unless otherwise specified by the Company pursuant to either Section 2.02 or 2.15, with respect to Securities of any Series issuable or issued as a Global Security, The Depository Trust Company, New York, New York, or any successor thereto registered under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation.

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     “Event of Default” shall have the meaning provided in Section 6.01.

     “Extendible Securities” means Securities of any Series issued hereunder the final maturity of which is extendible for a stated period of time, as shall be provided in, or pursuant to, the Authorizing Resolution and/or supplemental indenture (if any) relating to such Series.

     “Funded Debt” means Indebtedness which does not mature within one year after the date as of which any determination thereof is made (but excludes any such Indebtedness which will be retired through or by means of any deposit or payment required to be made within one year from such date under any prepayment provision, sinking fund, purchase fund or other similar fund) and Indebtedness which may not mature within one year after the date as of which any determination thereof is made due solely to such Indebtedness being renewable or outstanding pursuant to a revolving credit or similar agreement.

     “General Mortgage” means the Company’s Mortgage and Deed Trust dated as of September 1, 1948, as supplemented and amended from time to time, and any other mortgage and deed of trust upon the property of the Company which may hereafter from time to time be created by the Company in substitution, directly or indirectly, for said General Mortgage, as from time to time supplemented and amended; provided that any such mortgage and deed of trust hereafter created shall contain provisions with respect to property excepted from the lien thereof and liens permitted thereunder substantially similar to (but not necessarily identical to) the provisions of said General Mortgage, as supplemented and amended at the date hereof.

     “Global Security” means a Security issued to evidence all or a part of any Series of Securities which is executed by the Issuer and authenticated and delivered by the Trustee to the Depository or pursuant to the Depository’s instruction, all in accordance with this Indenture and pursuant to a Company Order, which shall be registered in the name of the Depository or its nominee.

     “Holder” or “Securityholder” means, with respect to any Security, the person in whose name such Security is registered on the Security Register.

     “Indebtedness” means (i) any liability of any person (a) for borrowed money, (b) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets (other than inventory or similar property acquired in the

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ordinary course of business), including securities, or (c) for the payment of money relating to a Capitalized Lease Obligation; (ii) any guarantee by any person of any liability of others described in the preceding clause (i); and (iii) any amendment, renewal, extension or refunding of any liability of the types referred to in clauses (i) and (ii) above.

     “Indenture” means this Indenture as amended or supplemented from time to time and shall include the forms and terms of particular Series of Securities established as contemplated hereunder.

     “Interest Payment Date” means, for any Series of Securities issued and outstanding hereunder, the date or dates in each year on which any interest on such Series is paid or made available for payment.

     “Legal Holiday” shall have the meaning provided in Section 10.07.

     “Lien” means any mortgage, lien, pledge, charge, or other security interest or encumbrance of any kind.

     “Mandatory Redemption Preferred Stock” means, with respect to any person, any and all shares of preferred stock of such person now outstanding or hereafter issued, subject to mandatory redemption provisions.

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

     “Maturity Date” means the date specified in each Security on which the principal thereof is due and payable in full.

     “Net Tangible Assets” means the total amount of assets (less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts) of the Company which would be included on a consolidated balance sheet of the Company, after deducting therefrom (without duplication of deductions) (1) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles which would be so included on such balance sheet, and (2) all liabilities which would be so included on such balance sheet except: Funded Debt, reserves, deferred credits and Stock Accounts.

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     “Officer” means the Principal Executive Officer, Principal Financial Officer or Principal Accounting Officer of the Company.

     “Officers’ Certificate” means a certificate signed by two Officers or by an Officer and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company and delivered to the Trustee. See Sections 10.04 and 10.05.

     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company. See Sections 10.04 and 10.05.

     “Original Issue Date” means the date on which a Security is issued to the original purchaser thereof, as specified in such Security.

     “Original Issue Discount Securities” means Securities which provide for an amount less than 100% of the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

     “Paying Agent” shall have the meaning provided in Section 2.04, except that for the purposes of Article 8 and Section 4.07 the Paying Agent shall not be the Company or any Subsidiary.

     “Permitted Liens” means the following:

  (a) Liens upon rights-of-way for pipeline purposes;

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

  (c) the right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law, to terminate such right, power, franchise, grant, license or permit, or to purchase or recapture or to designate a purchaser of, any of the mortgaged property;

  (d) Liens upon any property in which the Company has a leasehold estate and to which such leasehold estate is or may become subject, and the rights reserved to lessors of such property, and to their successors and assigns, under applicable law or the instrument creating such leasehold estate;

     (e) the Lien of taxes and assessments (other than those constituting Liens upon rights-of-way for pipe line purposes) which are not at the time delinquent;

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     (f) the Lien of specified taxes and assessments (other than those constituting liens upon rights-of-way for pipe line purposes) which are delinquent but the validity of which is being contested at the time by the Company in good faith, unless thereby in the opinion of counsel or of the trustee under the General Mortgage any of the mortgaged property thereunder may be lost or forfeited;

     (g) the Lien reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates;

     (h) minor defects and irregularities in the titles to any property which do not materially impair the use of such property for the purposes for which it is held by the Company;

     (i) any Liens securing indebtedness, neither assumed nor guaranteed by 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 for pipeline, metering station or right-of-way purposes;

     (j) easements, exceptions or reservations in any property of the Company granted or reserved for the purpose of pipe lines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which do not materially impair the use of such property for the purposes for which it is held by the Company;

     (k) rights reserved to or vested in any municipality or public authority to control or regulate any property of the Company, or to use such property in any manner which does not materially impair the use of such property for the purposes for which it is held by the Company;

     (l) any obligations or duties, affecting the property of the Company, to any municipality or public authority with respect to any franchise, grant, license or permit;

     (m) the Liens of any judgments in an aggregate amount not in excess of one million United States dollars ($1,000,000) or the Lien of any judgment the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond, or the Lien of any judgment in respect of which monies in the amount of the judgment have been deposited with the trustee under the General Mortgage to be held as a part of the trust estate and to be withdrawn only as provided in (S)8.05 of the General Mortgage; and

     (n) zoning laws and ordinances.

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

     “principal” of a debt security means the principal of the security plus, when appropriate, the premium, if any, on the security.

     “Principal Domestic Property of the Company” shall mean any property, plant, equipment or facility of the Company which is located in the United States or any territory or political subdivision thereof, except any property which the Board of Directors or management of the Company or any such Subsidiary shall determine to be not material to the business or operations of the Company and its Subsidiaries, taken as a whole.

     “Redeemable Securities” means Securities of any Series which may be redeemed, at the option of the Company, prior to the Stated Maturity thereof, on the terms specified in or pursuant to the Authorizing Resolution and/or supplemental indenture relating to such Series and in accordance with Article 3A herein.

     “Redemption Date” when used with respect to any Security of any Series to be redeemed means the date fixed for such redemption by or pursuant to the provisions of such Security, this Indenture and the Authorizing Resolution and/or supplemental indenture relating to such Security.

     “Redemption Price” when used with respect to any Security of any Series to be redeemed means the price at which it is to be redeemed pursuant to the provisions of such Security, this Indenture and the Authorizing Resolution and/or supplemental indenture relating to such Security.

     “Registrar” shall have the meaning provided in Section 2.04.

     “Regular Record Date” means, for the interest payable on any Interest Payment Date in respect of any Series of Securities, except as provided in, or pursuant to, the Authorizing Resolution and/or supplemental indenture relating thereto, the day (whether or not a Business Day) that is fifteen days preceding the applicable Interest Payment Date.

     “Required Currency” shall have the meaning provided in Section 10.16.

     “Sale and Leaseback Transaction” shall have the meaning provided in Section 4.12.

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     “SEC” means the Securities and Exchange Commission.

     “Securities” means the Securities, as amended or supplemented from time to time pursuant to the terms of this Indenture, of the Company of any Series that are issued under this Indenture.

     “Security Register” shall have the meaning provided in Section 2.04.

     “Series” means, with respect to Securities issued hereunder, the Securities issued pursuant to any particular Authorizing Resolution and/or supplemental indenture (if any), subject to the right of the Board of Directors to specify in such Authorizing Resolution and/or supplemental indenture (if any) that such Securities shall constitute more than one Series.

     “Short-Term Borrowing” means all Indebtedness in respect of borrowed money maturing on demand or within one year from the date of the creation thereof and not directly or indirectly renewable or extendible, at the option of the debtor, by its terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof; provided, that Indebtedness in respect of borrowed money arising under a revolving credit or similar agreement which obligates the lender or lenders to extend credit over a period of one year or more shall constitute Funded Debt and not Short-Term Borrowing even though the same matures on demand or within one year from the date as of which such Short-Term Borrowing is to be determined.

     “Sinking Fund” means, with respect to any Sinking Fund Securities, a sinking fund provided for in Article 3B.

     “Sinking Fund Securities” means Securities of any Series which are required to be redeemed from time to time prior to the Stated Maturity thereof in whole or in part under a Sinking Fund, on the terms specified in the Authorizing Resolution and/or supplemental indenture (if any) relating to such Series and in accordance with Article 3B herein.

     “Special Record Date” shall have the meaning provided in Section 2.13.

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

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     “Stock” means any and all shares, interests, participations or other equivalents (however designated) of corporate stock.

     “Stock Accounts”, as applied to a corporation, means the amount of such corporation’s outstanding Stock, other paidin capital and retained earnings, all as shown in a statement of financial position of such corporation.

     “Subsidiary” means (i) a corporation a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by the Company, by the Company and a Subsidiary (or Subsidiaries) of the Company or by a Subsidiary (or Subsidiaries) of the Company or (ii) any other person (other than a corporation) in which the Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or Subsidiaries) of the Company, directly or indirectly, at the date of determination thereof has at least majority ownership interest; provided, that no corporation shall be deemed a Subsidiary until the Company, a Subsidiary (or Subsidiaries) of the Company or the Company and a Subsidiary (or Subsidiaries) of the Company acquires more than 50% of the outstanding voting stock thereof and has elected a majority of its board of directors.

     “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code (S) (S) 77aaa-77bbbb) as in effect on the date of this Indenture except as provided in Section 9.03.

     “Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means and includes the person or each person who is then a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.

     “Trust Officer” means any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

     “U.S. Government Obligations” shall have the meaning provided in Section 8.01.

     “Yield to Maturity” means, with respect to any Series of Securities, the yield to maturity thereof, calculated at the time of issuance thereof, or, if applicable, at the most recent redetermination of interest thereon, and calculated in accordance with accepted financial practice.

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     Section 1.02. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

     “Commission” means the SEC;

     “indenture securities” means the Securities;

     “indenture security holder” means a Securityholder;

     “indenture to be qualified” means this Indenture;

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

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

     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule and not otherwise defined herein have the meanings assigned to them therein.

     Section 1.03. Rules of Construction.

     Unless the context otherwise requires:

     (1) a term has the meaning assigned to it;

     (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in effect on the date hereof, and any other reference in this Indenture to “generally accepted accounting principles” refers to generally accepted accounting principles on the date hereof;

     (3) “or” is not exclusive;

     (4) words in the singular include the plural, and words in the plural include the singular;

     (5) provisions apply to successive events and transactions; and

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

ARTICLE 2

The Securities

     Section 2.01. Form of Securities.

     The Securities of each Series and the certificate of authentication thereon shall be in substantially the forms set forth in Exhibit A or in such other forms

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as shall be specified in, or pursuant to, the Authorizing Resolution and/or in the indenture supplemental hereto (if any) relating to such Series, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or the said Authorizing Resolution and/or supplemental indenture (if any).

     The definitive Securities of each Series shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, or, if they shall not be listed on any securities exchange, in any other manner consistent herewith, all as shall be determined by the officers executing such Securities, as evidenced by their execution of such Securities. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Securities and any notation, legend or endorsement on them.

     The terms and provisions contained in the Securities, annexed hereto as Exhibit A or such other forms as specified in the Authorizing Resolution and/or supplemental indenture (if any) relating thereto, shall constitute, and are hereby expressly made, a part of this Indenture.

     Section 2.02. Title and Terms.

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

     The Securities may be issued in one or more Series. The terms of each Series shall be as provided in an Authorizing Resolution and/or supplemental indenture (if any) or shall be determined in the manner specified therein. The terms to be specified in respect of each Series in the Authorizing Resolution and/or supplemental indenture (if any), or by such person and/or procedures as shall be provided therein, shall include the following:

   (1) the title of the Securities of such Series, which shall distinguish such Series from all other Series;

   (2) the aggregate principal amount of the Securities of such Series which may be authenticated and delivered under this Indenture (except for Securities of such Series authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.07, 2.08, 2.11, 3A.08 or 9.05);

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   (3) the date or dates on which the principal of the Securities of such Series is payable, and, if the Series shall be Extendible Securities, the terms on which the Company or any other person shall have the option to extend the Maturity of such Securities and the rights, if any, of the Holders to require payment of the Securities;

   (4) the rate or rates at which the Securities of such Series shall bear interest, if any (whether floating or fixed), the provisions, if any, for determining such interest rate or rates and adjustments thereto, the date or dates from which such interest shall accrue, the Interest Payment Dates therefor and the Regular Record Dates (if different from those provided in the form of Security herein set forth) for the determination of Holders of the Securities of such Series to whom interest is payable;

   (5) the place or places where the principal of and interest on Securities of such Series shall be payable (if other than as provided in Section 4.02);

   (6) the price or prices at which, the period or periods within which and the terms and conditions upon which the Securities of such Series may be redeemed, in whole or in part, at the option of the Company, pursuant to a Sinking Fund or otherwise;

   (7) the obligation, if any, of the Company to redeem, purchase or repay Securities of such Series, in whole or in part, pursuant to a Sinking Fund or otherwise or at the option of a Holder thereof, and the price or prices at which, the period or periods within which and the terms and conditions upon which such redemption, purchase or repayment shall be made;

   (8) any Events of Default with respect to the Securities of such Series which may be different from or in addition to those provided for herein, and any covenants or obligations of the Company to the Holders of the Securities of such Series different from or in addition to those set forth herein;

   (9) if less than 100% of the principal amount of the Securities of such Series is payable on acceleration under Section 6.02 or provable in bankruptcy under Section 6.09 at any time, a schedule of or the manner of computing the amounts which are so payable and provable from time to time;

   (10) whether the Securities of the Series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depository for such Global Security or Securities; and the form of the Securities of such Series (which may be, but which need not be, consistent with the form set forth in Exhibit A attached hereto);

   (11) if other than United States dollars, the currency(ies) in which payment of the principal of or interest, if any, on the Securities of that Series shall be payable;

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     (12) if the principal of or interest, if any, on the Securities of that Series is to be payable, at the election of the Company or a Holder thereof, in a currency or currencies other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;

     (13) if the amount of payments of principal of (and premium, if any) or interest, if any, on the Securities of the Series may be determined with reference to an index based on a currency or currencies other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; and

     (14) any other terms of the Securities of such Series; provided, that such other terms shall not be inconsistent with any express terms of this Indenture or in conflict with any express terms of any other Series of Securities which shall be issued and outstanding.

     All Securities of any one Series shall be substantially identical in form except as to denomination and except as may be otherwise provided in and pursuant to the Authorizing Resolutions and/or supplemental indenture (if any) relating thereto.

     Section 2.03. Execution and Authentication.

     Two Officers or an Officer and the Secretary of the Company shall sign the Securities for the Company by manual or facsimile signature. The Company’s seal shall be reproduced on the Securities and may be in facsimile form.

     If an Officer or a Secretary whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

     A Security shall not be valid until the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any Series executed by the Company to the Trustee, together with a Company Order for the authentication and delivery of such Securities. The Company Order may provide that the Securities which are the subject thereof shall be authenticated and delivered by the Trustee upon the telephonic, written or other order of persons designated in the Company Order, and that such persons are authorized to

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specify the terms and conditions of such Securities, to the extent permitted by the Authorizing Resolution and/or supplemental indenture (if any) relating thereto. The Trustee shall execute and deliver the supplemental indenture (if any) relating to said Securities and the Trustee shall authenticate and deliver said Securities as specified in such Company Order; provided that, prior to authentication and delivery of the first Securities of any Series, the Trustee shall have received:

     (1) a copy of the Authorizing Resolution, with a copy of the form of Security approved thereby attached thereto, or a supplemental indenture in respect of the issuance of the Series, executed on behalf of the Company;

     (2) an Officers’ Certificate to the effect that the Securities of such Series comply or will comply with the requirements of this Indenture and the said Authorizing Resolution and/or supplemental indenture (if any);

     (3) an Opinion of Counsel (a) to the effect that (i) the Securities of such Series, the Authorizing Resolution and/or the supplemental indenture (if any) relating thereto comply or will comply with the requirements of this Indenture, and (ii) the Securities of such Series, when authenticated and delivered by the Trustee in accordance with the said Company Order, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to (A) bankruptcy and other laws affecting creditors’ rights generally as in effect from time to time, (B) limitations of generally applicable equitable principles and (C) other exceptions acceptable to the Trustee and its counsel; and (b) relating to such other matters as may reasonably be requested by the Trustee or its counsel; and

     (4) if the Securities to be issued are Original Issue Discount Securities, an Officers’ Certificate setting forth the Yield to Maturity for the Securities or other information sufficient to compute amounts due on acceleration, or specifying the manner in which such amounts are to be determined, provided that such Yield to Maturity and other facts are not specified in the form of the Securities.

     Subject to Section 7.01 hereof, the Trustee shall be fully protected in relying upon the documents delivered to it as provided above in connection with the issuance of any Series of Securities.

     The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.03 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to liability to Holders of previously issued and outstanding Securities.

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     Each Security shall be dated the date of its authentication unless otherwise specified in the Authorizing Resolution and/or supplemental indenture relating thereto.

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

     The Securities of each Series shall be issuable only in registered form with out coupons and only in denominations of $1,000 and any integral multiple thereof, or in such other currencies or denominations as may be specified in, or pursuant to, the Authorizing Resolution and/or supplemental indenture (if any) relating to the Series.

     Section 2.04. Registrar and Paying Agent.

     The Company shall cause to be kept a register (the “Security Register”) at an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Securities may be presented for payment (“Paying Agent”). The Company may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any such Agent and the Trustee shall have the right to inspect the Security Register at all reason able times and to obtain copies thereof. If the Registrar shall not be the Trustee in respect of any Series, the Company shall promptly notify the Registrar as to the amounts and terms of each Security of such Series which shall be authenticated and delivered hereunder, and as to the names in which such Securities shall be registered. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.

     The Company initially appoints the Trustee as Registrar and Paying Agent.

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     Section 2.05. Paying Agent to Hold Money In Trust.

     Each Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities (whether such money has been paid to it by the Company or any other obligor on the Securities), and shall notify the Trustee of any default by the Company (or any other obligor on the Securities) in mak ing any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money and hold it as a separate trust fund. The Company a any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so the Paying Agent shall have no further liability for the money.

     Section 2.06. Securityholder Lists.

     The Trustee shall preserve in as current a form as is reasonably practicable the most recent list furnished to it of the names and addresses of Security holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee ten days before each Interest Payment Date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities of any Series and the Company shall otherwise comply with Section 312(a) of the TIA.

     The Trustee shall be entitled to rely upon a certificate of the Registrar, the Company or such other Paying Agent, as the case may be, as to the names and addresses of the Holders of Securities of any Series and the principal amounts and serial numbers of such Securities.

     Section 2.07. Transfer and Exchange.

     Subject to Section 2.15, when Securities are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of the same Series and Stated Maturity of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall

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execute and the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made to any Holder for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3A.08 or 9.05 in which case such transfer taxes or similar governmental charges shall be paid by the Company).

     The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any Series during a period beginning at the opening of the day which is 15 Business Days before the day of the mailing of a notice of redemption of Securities of such Series selected for redemption under Section 3A.04 or 3B.01 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not to be redeemed.

     Section 2.08. Replacement Securities.

If a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of like tenor, Series and principal amount, bearing a number not assigned to any Security of the same Series then outstanding, if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be sufficient in the judgment of the Trustee to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses in replacing a Security.

     Every replacement Security is an additional obligation of the Company.

     Section 2.09. Outstanding Securities.

     Securities, or Securities of any particular Series, outstanding at any time are all such Securities that have been authenticated and delivered by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or one of its Affiliates holds the Security.

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     If a Security is replaced pursuant to Section 2.08, it ceases to be outstand ing unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

     If the Trustee or Paying Agent (other than the Company or a Subsidiary) holds on the Maturity Date or Redemption Date money sufficient to pay Securities payable on such date, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made. !

     Section 2.10. Treasury Securities.

     In determining whether the Holders of the required principal amount of Securities of any Series have concurred in any direction, waiver or consent (a) the principal amount of an Original Issue Discount Security of such Series that shall be deemed to be outstanding for such purposes shall be the amount that would be due and payable as of the date of determination upon a declaration of acceleration thereof pursuant to Section 6.02 and (b) Securities of such Series owned by the Company or an Affiliate of the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of such Series which the Trustee actually knows are so owned shall be so disregarded. Upon the request of the Trustee, the Company shall furnish to the Trustee an Officers’ Certificate identifying all Securities of such Series, if any, known by the Company to be owned by it or any of its Affiliates.

     Section 2.11. Temporary Securities.

     Until definitive Securities of any Series are ready for delivery, the Company may prepare and execute and, upon compliance with the requirements of Section 2.03, the Trustee shall authenticate temporary Securities of such Series. Tem porary Securities of any Series shall be substantially in the form of definitive Securities of such Series but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities for such Series in exchange for temporary Securities of such Series in an exchange pursuant to Section 2.07.

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     Section 2.12. Cancellation.

     The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for transfer, exchange, payment or cancellation or for credit against any Sinking Fund Payment in respect of such Series pursuant to Section 3B.02. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation.

     Section 2.13. Defaulted Interest.

     If the Company defaults in a payment of interest on the Securities of any Series, it shall pay the defaulted interest, plus any interest payable on the defaulted interest, to the persons who are Holders of such Securities on a subsequent special record date (“Special Record Date”) and such term, as used in this Section 2.13 with respect to the payment of any defaulted interest, shall mean the fifteenth day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before the Special Record Date, the Company shall mail to each holder of such Securities a notice that states the Special Record Date, the payment date and the amount of defaulted interest to be paid.

     Section 2.14. Persons Deemed Owners.

     The Company, the Trustee and any Agent may treat the person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to Section 2.13) interest on such Security and for all other purposes whatsoever, whether or not such Security shall have matured, and neither the Company, the Trustee nor any Agent shall be affected by any notice to the contrary.

     Section 2.15. Securities Issuable in the Form of a Global Security.

     (a) If the Company shall establish pursuant to Section 2.02 that the Securities of a particular Series are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 2.03 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Security or Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the outstanding Securities of such Series to be represented by such Global Security or Securities, (ii) shall be

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registered in the name of the Depository for such Global Security or Securities or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository’s instruction and (iv) shall bear a legend sub stantially to the following effect: “UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL [Name of Security] REPRESENTED HEREBY, THIS GLOBAL [Name of Security] MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE (I) BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR (II) BY A NOMINEE OF THE DEPOSITORY OR THE DEPOSITORY TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER 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 IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 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.”

     (b) Notwithstanding any other provision of this Section 2.15 or of Section 2.07, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided in Section 2.07, only to another nominee of the Depository for such Global Security, or to a successor Depository for such Global Security selected or approved by the Company or to a nominee of such successor Depository.

     (c) (i) If at any time the Depository for a Global Security notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or if at any time the Depository for the Securities for such Series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to such Global Security. If a successor Depository for such Global Security is not appointed by the Com -

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pany within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 2.02(10) shall no longer be effective with respect to such Global Security and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such Series in exchange for such Global Security, will authenticate and deliver individual Securities of such Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security.

     (ii) If an event of Default shall have occurred and be continuing or an event shall have occurred which with the giving of notice or lapse of time or other, would constitute an Event of Default with respect to the Securities represented by such Global Security, the Company’s election pursuant to Section 2.02(10) shall no longer be effective with respect to such Global Security and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such Series in exchange for such Global Security, will authenticate and deliver individual Securities of such Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security in exchange for such Global Security.

     (iii) The Company may at any time and in its sole discretion determine that the Securities of any Series issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Securities of such Series in exchange in whole or in part for such Global Security, will authenticate and deliver individual Securities of such Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Security or Securities representing such Series in exchange for such Global Security or Securities.

     (iv) If specified by the Company pursuant to Section 2.02 with respect to Securities issued or issuable in the form of a Global Security, the Depository for such Global Security may surrender such Global Security in exchange in whole or in part for individual Securities of such Series of like tenor and terms in definitive form on such terms as are acceptable to the Company and such Depository. Thereupon the Company shall execute, and the Trustee shall authenticate and delivery, without service charge, (1) to each person specified by such Depository a new Security or Securities of the same Series of like tenor

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and terms and of any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person a beneficial interest in the Global Security; and (2) to such Depository a new Global Security of like tenor and terms and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof.

     (v) In any exchange provided for in any of the preceding four paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Securities in definitive registered form in authorized denominations. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the persons in whose names such Securities are so registered.

ARTICLE 3A

Redemption

     Section 3A.01. Right of Redemption.

     Redeemable Securities may be redeemed otherwise than through the operation of the Sinking Fund provided for in Article 3B at the election of the Company at the times, on the conditions and at the Redemption Prices specified therein, in (or pursuant to) the Authorizing Resolution relating thereto or in the supplemental indenture (if any) executed in connection with the issuance of such Securities to the extent provided therein, any Redemption Price to be accompanied by accrued interest to the Redemption Date.

     Section 3A.02. Applicability of Article.

     Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision referred to in Section 3A.01, shall be made in accordance with such provision and this Article.

     Section 3A.03. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities of any Series shall be evidenced by a Board Resolution or set forth in an Officers’ Certificate which

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states that such election has been duly authorized by all requisite corporate action on the part of the Company. In case of any redemption at the election of the Company of less than all of the Securities of such Series 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 Securities of the Series or the several Series, as the case may be, to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate eviencing compliance with such restriction.

     Section 3A.04. Selection by Trustee of Securities to be Redeemed.

     If less than all the Securities of any Series are to be redeemed, the particular Securities of such Series to be redeemed shall be selected not more than 90 days prior to the Redemption Date by the Trustee, from the outstanding Securities of such Series not previously called for redemption, in compliance with the requirements of the principal national securities exchange, if any, on which such Securities are listed or, if the Securities are not listed on a national securities exchange, on a pro rata basis or by lot. The Trustee may select for redemption portions (equal to the minimum authorized denomination of the Series or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than such minimum denomination. If the Company shall so specify, Securities held by the Company or any of its Subsidiaries or Affiliates shall not be included in the Securities selected for redemption.

     The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

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

     Section 3A.05. Notice of Redemption.

     Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date,

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to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

     All notices of redemption shall state:

     (1) the Redemption Date;

     (2) the Redemption Price;

     (3) if less than all outstanding Securities of the Series are to be re deemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Securities to be redeemed;

     (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that interest thereon shall cease to accrue on and after said date;

     (5) that the redemption is for a Sinking Fund, if such is the case; and

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